Common use of Closing Calculation Clause in Contracts

Closing Calculation. (1) Seller shall engage at its own expense PricewaterhouseCoopers LLP to perform the following agreed upon procedures with respect to the computation of the Closing NAV as soon as practicable after the Closing Date: (i) review supporting documentation for the adjustments made to the amounts contained in the Books and Records of the Business as of the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith that the Closing NAV set forth on Seller's Closing Statement has not been properly calculated in accordance with this Section 2.3, it shall, within thirty (30) days after receipt of Seller's Closing Statement, give written notice ("BUYER'S OBJECTION") to Seller, setting forth the basis of each Buyer's objection in reasonable detail and, to the extent practicable, the adjustments to Seller's Closing Statement which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Closing Statement. If any proposed change set forth in Buyer's Objection is not accepted by Seller, then Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then: (2) Seller and Buyer promptly shall engage Ernst & Young or such other accounting firm mutually acceptable to Buyer and Seller (the "NEUTRAL ACCOUNTING FIRM") to resolve such disputes. The Neutral Accounting Firm shall act as an arbitrator and shall resolve, solely on the basis of any presentations submitted by Seller and Buyer, only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement of the Neutral Accounting Firm. The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve the remaining disputes and to determine the Closing NAV (in a manner consistent with the provisions of this Section 2.3) within thirty (30) days following the date on which the last submission from a party is timely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent review, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive absent manifest error. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer.

Closing Calculation. (1) Seller BFC shall engage at its own expense PricewaterhouseCoopers LLP be entitled to perform the following agreed upon procedures with respect full access to the computation ------------------- relevant records and working papers prepared by or for Buyer to aid in its review of the calculation of Closing NAV as soon as practicable after Inventory set forth on the Closing Date: (i) review supporting documentation for the adjustments made to the amounts contained in the Books and Records of the Business as of the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith BFC believes that the Closing NAV set forth on Seller's Inventory calculation (hereinafter the "Closing Statement Calculation") has not been properly calculated in accordance with ------------------- the calculation methodologies set forth in this Section 2.32.2, it shall, within thirty (30) days after receipt of Seller's the Closing StatementCalculation, give written notice (the "BUYER'S OBJECTIONObjection") to SellerBuyer, setting forth the basis of each Buyer's objection its belief in reasonable --------- detail and, and to the extent practicable, practicable the adjustments to Seller's the Closing Statement Calculation which Buyer BFC believes should be made. Failure to so notify Seller within such thirty (30) day period Buyer shall constitute acceptance and approval of the Closing Calculation. If Buyer agrees that any change proposed by Buyer of Seller's BFC is appropriate, the change shall be made to the Closing StatementCalculation. If any proposed change set forth in is disputed by Buyer's Objection is not accepted by Seller, then Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller BFC and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of thirty (30) days following the Negotiation Perioddate on which BFC delivers the Objection, there remains any disputes still remain unresolveddispute as to the Closing Calculation, then: (2) Seller and Buyer promptly shall engage , the New York City office of Ernst & Young or such other another major accounting firm mutually acceptable to jointly selected by BFC and Buyer and Seller with no ties to either Buyer or BFC (the "NEUTRAL ACCOUNTING FIRMNeutral Accounting Firm") ), shall be engaged to resolve such any remaining disputes. ----------------------- The Neutral Accounting Firm shall act as an arbitrator and shall resolve, solely on the basis of any presentations submitted by Seller and Buyer, to determine only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement of the The Neutral Accounting Firm. The failure by either party to make a complete submission prior to 's determination, based upon the expiration of such ten (10) day period calculation methodologies set forth in this Section 2.2, shall be deemed a waiver of such party's right to make a submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve the remaining disputes and to determine the Closing NAV (in a manner consistent with the provisions of this Section 2.3) made within thirty (30) days following the date on which the last submission from a party dispute is timely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent reviewsubmitted, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller BFC and Buyer, and shall be final, binding and conclusive absent manifest errorconclusive. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller BFC and Buyer.

Closing Calculation. (1) Seller shall engage at its own expense PricewaterhouseCoopers LLP to perform the following agreed upon procedures with respect to the computation of the Closing NAV as soon as practicable after the Closing Date: (i) review supporting documentation for the adjustments made Buyer shall be entitled to full access to the amounts contained relevant records and working papers prepared by or for Seller, and to Seller's employees involved in the Books and Records such preparation, to aid in its review of the Business as calculation of the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith that the Closing NAV set forth on Seller's the Closing Statement Statement. If Buyer believes that the Closing NAV calculation (hereinafter the "Closing Calculation") has not ------------------- been properly calculated in accordance with the calculation methodologies set forth in this Section 2.31.4, it shall, within thirty (30) days after receipt of Seller's the Closing StatementCalculation, give written notice (the "BUYER'S OBJECTIONBuyer's Objection") to Seller, setting forth the basis ---------------------- of each the Buyer's objection Objection in reasonable detail and, to the extent practicable, the adjustments to Seller's the Closing Statement Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Sellerthe Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Closing Statement. If Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any proposed change set forth individual item of adjustment contained in Buyer's Objection which is not less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of thirty (30) days following the Negotiation Perioddate on which Buyer gives Seller notice of any such proposed change, any disputes such proposed change still remain unresolvedremains disputed, then: (2ii) Seller and Buyer promptly shall engage Ernst & Young or such other accounting firm mutually acceptable to Buyer and Seller KPMG Peat Marwick LLP (the "NEUTRAL ACCOUNTING FIRMNeutral Accounting Firm") shall be ----------------------- engaged to resolve such any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator and shall resolveto determine, based solely on the basis of any presentations submitted by Seller and Buyer, and not by independent review, only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make have made its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement expiration of the Neutral Accounting Firmthirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve Firm's determination, based upon the remaining disputes and to determine the Closing NAV (calculation methodologies set forth in a manner consistent with the provisions of this Section 2.3) 1.4, shall be made within thirty (30) days following the date on which the last submission from a party dispute is timely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent reviewsubmitted, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive absent manifest errorconclusive. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

Closing Calculation. (1) Seller shall engage at its own expense PricewaterhouseCoopers LLP to perform the following agreed upon procedures with respect to the computation of the Closing NAV as soon as practicable after the Closing Date: (i) review supporting documentation for the adjustments made Buyer shall be entitled to full access to the amounts contained relevant records and working papers prepared by or for Seller, and to Seller's employees involved in the Books and Records such preparation, to aid in its review of the Business as calculation of the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith that the Closing NAV set forth on Seller's the Closing Statement Statement. If Buyer believes that the Closing NAV calculation (hereinafter the "Closing Calculation") has not been properly calculated in accordance with the calculation methodologies set forth in this Section 2.31.4, it shall, within thirty (30) days after receipt of Seller's the Closing StatementCalculation, give written notice (the "BUYER'S OBJECTIONBuyer's Objection") to Seller, setting forth the basis of each the Buyer's objection Objection in reasonable detail and, to the extent practicable, the adjustments to Seller's the Closing Statement Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Sellerthe Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Closing Statement. If Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any proposed change set forth individual item of adjustment contained in Buyer's Objection which is not less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of thirty (30) days following the Negotiation Perioddate on which Buyer gives Seller notice of any such proposed change, any disputes such proposed change still remain unresolvedremains disputed, then: (2ii) Seller and Buyer promptly shall engage Ernst & Young or such other accounting firm mutually acceptable to Buyer and Seller KPMG Peat Marwick LLP (the "NEUTRAL ACCOUNTING FIRMNeutral Accounting Firm") shall be engaged to resolve such any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator and shall resolveto determine, based solely on the basis of any presentations submitted by Seller and Buyer, and not by independent review, only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make have made its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement expiration of the Neutral Accounting Firmthirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve Firm's determination, based upon the remaining disputes and to determine the Closing NAV (calculation methodologies set forth in a manner consistent with the provisions of this Section 2.3) 1.4, shall be made within thirty (30) days following the date on which the last submission from a party dispute is timely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent reviewsubmitted, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive absent manifest errorconclusive. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

Closing Calculation. (1) Seller shall engage at its own expense PricewaterhouseCoopers LLP to perform the following agreed upon procedures with respect to the computation of the Closing NAV as soon as practicable after the Closing Date: (i) review supporting documentation for the adjustments made Buyer shall be entitled to full access to the amounts contained relevant records and working papers prepared by or for Seller, and to Seller's employees involved in the Books and Records such preparation, to aid in its review of the Business as calculation of the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith that the Closing NAV set forth on Seller's the Closing Statement Statement. If Buyer believes that the Closing NAV calculation (hereinafter the "Closing Calculation") has not been ------------------- properly calculated in accordance with the calculation methodologies set forth in this Section 2.31.4, it shall, within thirty (30) days after receipt of Seller's the Closing StatementCalculation, give written notice (the "BUYER'S OBJECTIONBuyer's Objection") to Seller, ----------------- setting forth the basis of each the Buyer's objection Objection in reasonable detail and, to the extent practicable, the adjustments to Seller's the Closing Statement Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Sellerthe Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Closing Statement. If Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any proposed change set forth individual item of adjustment contained in Buyer's Objection which is not less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of thirty (30) days following the Negotiation Perioddate on which Buyer gives Seller notice of any such proposed change, any disputes such proposed change still remain unresolvedremains disputed, then: (2ii) Seller and Buyer promptly shall engage Ernst & Young or such other accounting firm mutually acceptable to Buyer and Seller KPMG Peat Marwick LLP (the "NEUTRAL ACCOUNTING FIRMNeutral Accounting Firm") shall ----------------------- be engaged to resolve such any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator and shall resolveto determine, based solely on the basis of any presentations submitted by Seller and Buyer, and not by independent review, only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make have made its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement expiration of the Neutral Accounting Firmthirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve Firm's determination, based upon the remaining disputes and to determine the Closing NAV (calculation methodologies set forth in a manner consistent with the provisions of this Section 2.3) 1.4, shall be made within thirty (30) days following the date on which the last submission from a party dispute is timely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent reviewsubmitted, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive absent manifest errorconclusive. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

Closing Calculation. (1) The Seller shall engage at its own expense PricewaterhouseCoopers LLP be entitled to perform the following agreed upon procedures with respect full access to the computation relevant records and, upon execution and delivery of a customary accountants' access letter, working papers prepared by or for the Company in connection with its review of the Closing NAV as soon as practicable after the Closing Date: (i) review supporting documentation for the adjustments made to the amounts contained in the Books and Records calculation of the Business as of Net Working Capital set forth on the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith the Seller believes that the Closing NAV set forth on Seller's Closing Statement Net Working Capital calculation (hereinafter the "CLOSING CALCULATION") has not been properly calculated in accordance with this Section 2.31.4, it shall, within thirty (30) days after its receipt of Seller's the Closing StatementCalculation, give written notice (the "BUYERSELLER'S OBJECTION") to Sellerthe Buyer, setting forth the basis of each Buyerthe Seller's objection Objection in reasonable detail and, to the extent practicable, and the adjustments to Seller's the Closing Statement Calculation which Buyer the Seller believes should be made. Failure to so notify Seller the Buyer within such thirty (30) day period time frame shall constitute acceptance and approval by Buyer of Seller's the Closing StatementCalculation. If the Buyer agrees that any change proposed by Seller is appropriate, the change shall be made to the Closing Calculation. If the proposed change set forth in is disputed by the Buyer's Objection is not accepted by Seller, then the Buyer and Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of ten business days following the Negotiation Perioddate on which Seller delivers the Seller's Objection, any disputes still remain unresolvedadjustment to the Closing Calculation proposed by Seller remains disputed, then: (2) Seller and Buyer promptly shall engage Ernst & Young or such other a nationally recognized "Big Five" accounting firm not employed by any of the Seller, the Buyer or any of their affiliates and mutually acceptable to the Buyer and the Seller (the "NEUTRAL ACCOUNTING FIRM") shall be engaged by the Buyer and the Seller to resolve such any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator and shall resolveto determine, based solely on presentations by the basis of any presentations submitted by Seller and the Buyer, and not by independent review, only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement of the The Neutral Accounting Firm. The failure by either party to make a complete submission prior to the expiration of such ten (10) day period 's determination shall be deemed a waiver of such party's right to make a submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve the remaining disputes and to determine the Closing NAV (in a manner consistent with i) based upon the provisions of this Section 2.31.4, (ii) within thirty made as promptly as practicable, (30iii) days following the date on which the last submission from a party is timely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent review, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to the Seller and the Buyer, and shall be (iv) final, binding and conclusive absent manifest erroron the parties. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by the Seller and the Buyer. If a party does not comply with the procedures and time requirements contained herein or such other procedures or time requirements as the parties otherwise mutually agree upon in writing, the Neutral Accounting Firm shall render a decision based solely on the evidence it receives which was submitted in accordance with such procedures and time requirements.

Closing Calculation. (1) Seller shall engage at its own expense PricewaterhouseCoopers LLP be entitled to perform the following agreed upon procedures with respect reasonable access to the computation records and working papers prepared by or for Buyer specifically for the calculation of the Closing NAV as soon as practicable after the Closing Date: (i) Working Capital to aid Seller's review supporting documentation for the adjustments made to the amounts contained in the Books and Records of the Business as of the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review SellerBuyer's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith Seller believes that the Closing NAV Working Capital set forth on SellerBuyer's Closing Statement has not been properly calculated in accordance with this Section 2.3, it shall, within thirty (30) days after receipt of SellerBuyer's Closing Statement, give written notice ("BUYERSELLER'S OBJECTION") to SellerBuyer, setting forth the basis of each BuyerSeller's objection in reasonable detail and, to the extent practicable, and the adjustments to SellerBuyer's Closing Statement which Buyer Seller believes should be made. Failure to so notify Buyer within such thirty (30) day period shall constitute acceptance and approval by Seller of Buyer's Closing Statement. If any proposed change set forth in Seller's Objection is not accepted by Buyer, then Buyer shall within thirty (30) days after receipt of Seller's Objection give written notice to Seller of Buyer's objection to such change ("BUYER'S OBJECTION"). Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Closing Statement. If any proposed change set forth in Buyer's Objection is not accepted by Seller, then Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty twenty (3020) days after SellerBuyer's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then: (2) Seller and Buyer promptly shall engage Ernst & Young or such other accounting firm mutually acceptable to Buyer and Seller (the "NEUTRAL ACCOUNTING FIRM") to resolve such disputes. The Neutral Accounting Firm shall act as an arbitrator and shall resolve, solely on the basis of any presentations submitted by Seller and Buyer, only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement of the Neutral Accounting Firm. The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve the remaining disputes and to determine the Closing NAV (in a manner consistent with the provisions of this Section 2.3) within thirty (30) days following the date on which the last submission from a party is timely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent review, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive absent manifest error. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer.

Closing Calculation. (1) Seller shall engage at its own expense PricewaterhouseCoopers LLP to perform the following agreed upon procedures with respect to the computation After delivery of the Closing NAV as soon as practicable after the Closing Date: (i) review supporting documentation for the adjustments made Statement, ------------------- Buyer shall be entitled to full access to the amounts contained in relevant books and records prepared by or for Seller to the Books and Records of the Business as of the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP extent required to review Seller's the calculation of Closing Adjustment set forth on the Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith believes that the Closing NAV set forth on Seller's Adjustment calculation (hereinafter the "Closing Statement Calculation") has ------------------- not been properly calculated in accordance with the calculation methodologies set forth in this Section 2.33.3, it shall, within thirty (30) days after receipt of Seller's the Closing StatementCalculation, give written notice (the "BUYER'S OBJECTIONObjection") to Seller, --------- setting forth the basis of each Buyer's objection its belief in reasonable detail and, to the extent practicable, and the adjustments to Seller's the Closing Statement Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval of the Closing Calculation. If Seller agrees that any change proposed by Buyer of Seller's is appropriate, the change shall be made to the Closing StatementCalculation. If any proposed change set forth in Buyer's Objection is not accepted disputed by Seller, then Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of thirty (30) days following the Negotiation Perioddate on which Buyer delivers the Objection, there remains any disputes still remain unresolveddispute as to the Closing Calculation, then: (2) Seller and Buyer promptly shall engage , the Palo Alto office of Ernst & Young or such other another major accounting firm mutually acceptable to jointly selected by Seller and Buyer and with no ties to either Buyer or Seller (the "NEUTRAL ACCOUNTING FIRMNeutral Accounting Firm") ), shall be engaged ----------------------- to resolve such any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator and shall resolve, solely on the basis of any presentations submitted by Seller and Buyer, to determine only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement of the The Neutral Accounting Firm. The failure by either party to make a complete submission prior to 's determination, based upon the expiration of such ten (10) day period calculation methodologies set forth in this Section 3.3, shall be deemed a waiver of such party's right to make a submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve the remaining disputes and to determine the Closing NAV (in a manner consistent with the provisions of this Section 2.3) made within thirty (30) days following the date on which the last submission from a party dispute is timely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent reviewsubmitted, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive absent manifest errorconclusive. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer.

Closing Calculation. No less than ten (110) Business Days prior to the applicable anticipated Undepreciated Assets Closing Date, Seller will cause to be prepared and delivered to Buyer: (i) an updated version of Schedule 1.01 (Permitted Liens) and Schedule 2.02, prepared and delivered in accordance with Section 2.13, reflecting all Undepreciated Assets that are to be Transferred to Buyer on the Undepreciated Assets Closing Date (as it pertains to the Undepreciated Assets Closing, the “Final Updated Undepreciated Assets Schedule”), which Final Updated Undepreciated Assets Schedule shall engage at its own expense PricewaterhouseCoopers LLP replace any prior Updated Schedule and, upon delivery and acceptance by Buyer pursuant to, and subject to perform the following agreed upon procedures provisions of, Section 2.13, shall become a part of this Agreement and (ii) a statement, prepared in the same format as the Illustrative Estimated Signing Statement (the “Estimated Undepreciated Assets Closing Statement”), as of the expected Undepreciated Assets Closing Date, with respect to the computation Undepreciated Assets to be purchased at such Undepreciated Assets Closing, of (A) the Closing NAV as soon as practicable after undepreciated capital cost of each such Undepreciated Asset or category of Undepreciated Assets, derived from the Closing Date: (i) review supporting documentation for the adjustments made to the amounts contained in the Books financial books and Records records of the Business Seller as of the Closing Date for purposes end of computing the Closing NAV most recently completed calendar month thereof, and prepared in good faith in accordance with Section 2.3the Regulatory Methodologies, to determine that such adjustments were computed consistent with (B) the adjustments used to compute Undepreciated Assets Closing Assumed Liability Amount, including the Base NAV included in SCHEDULE 2.3(C); components thereof for each item of Indebtedness and each Assumed Undepreciated Assets Liability, and (iiC) verify the mathematical accuracy Undepreciated Assets Purchase Price for the applicable Undepreciated Assets, as of the computation of the expected Undepreciated Assets Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believesDate, after consultation with PricewaterhouseCoopers LLP, in good faith that the Closing NAV set forth on Seller's Closing Statement has not been properly calculated in accordance with this Section 2.3, it shall, within thirty (30) days after receipt of Seller's Closing Statement, give written notice ("BUYER'S OBJECTION") to Seller, setting forth the basis of each Buyer's objection in reasonable detail and, to the extent practicable, the adjustments to Seller's Closing Statement which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Closing Statement. If any proposed change set forth in Buyer's Objection is not accepted by Seller, then Seller shall within fifteen (15) days after receipt of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"2.09(c). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then: (2) Seller and Buyer promptly shall engage Ernst & Young or such other accounting firm mutually acceptable to Buyer and Seller (the "NEUTRAL ACCOUNTING FIRM") to resolve such disputes. The Neutral Accounting Firm shall act as an arbitrator and shall resolve, solely on the basis of any presentations submitted by Seller and Buyer, only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement of the Neutral Accounting Firm. The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve the remaining disputes and to determine the Closing NAV (in a manner consistent with the provisions of this Section 2.3) within thirty (30) days following the date on which the last submission from a party is timely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent review, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive absent manifest error. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer.

Closing Calculation. (1i) Seller The Sellers shall engage at fully cooperate with the Buyers and its own expense PricewaterhouseCoopers LLP to perform agents in the following agreed upon procedures with respect to the computation calculation of the Closing NAV as soon as practicable after Statement and the Net Tangible Asset Value and shall provide all such information reasonably requested by or on behalf of the Buyers or their independent public accountants to prepare the Closing Date: (i) review supporting documentation Statement. The Sellers shall be entitled to full access to the relevant records and working papers prepared by or for the adjustments made Buyers or their independent public accountants to the amounts contained aid in the Books and Records their review of the Business as calculation of the Closing Date for purposes of computing Net Tangible Asset Value set forth on the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith that any of the Sellers take exception to the calculation of the Net Tangible Asset Value as reflected on the Closing NAV set forth on Seller's Closing Statement has not been properly calculated in accordance with this Section 2.3Statement, it such Seller shall, within thirty forty-five (3045) calendar days after receipt of Seller's the Closing Statement, give written notice ("BUYER'S OBJECTION"the “Sellers’ Objection”) to Sellerthe Buyers, setting forth the specific basis of each Buyer's objection the Sellers’ Objection in reasonable detail and, to the extent practicable, the adjustments to Seller's the Closing Statement which Buyer any such Seller believes should be made. Failure to so notify Seller within such thirty (30) day period the Buyers shall constitute acceptance and approval of the Closing Statement by Buyer the Sellers and any items not timely disputed by the Sellers shall be deemed to be accepted by the Sellers. If the Buyers agree that any change proposed by any Sellers is appropriate, such change shall be made to the Closing Statement and shall be incorporated into the Adjusted Closing Statement (as defined below). (ii) The Buyers shall have thirty (30) calendar days after receipt of Seller's the Sellers’ Objection in which to give written notice (the “Buyers’ Objection”) to the Sellers, setting forth the basis of the Buyers’ Objection in reasonable detail and, to the extent practicable, the adjustments to the Sellers’ Objection which the Buyers believe is appropriate. Failure to so notify the Sellers shall constitute acceptance and approval of the Sellers’ Objections and any items not timely so disputed by the Buyers shall be deemed to be accepted by the Buyers. Within ten (10) calendar days after the date on which the Buyers give the Sellers the Buyers’ Objections or, in the event there is no Buyers’ Objections, within thirty (30) calendar days following receipt of the Sellers’ Objections, the Closing Statement, together with any changes thereto agreed to by the Buyers and the Sellers, but excluding any items that remain in dispute between the Buyers and the Sellers, shall be incorporated by the Buyers into an adjusted Closing Statement (the “Adjusted Closing Statement”) and delivered by the Buyers to the Sellers. The Closing Statement, as finally determined, accepted, deemed accepted or agreed pursuant to this Section 2.2 shall be referred to as the “Final Closing Statement.” (iii) If any proposed change set forth in Buyer's Objection is not accepted by Sellerthe Buyers deliver the Buyers’ Objections to the Sellers, then Seller shall and if the Sellers and the Buyers are able, within fifteen (15) calendar days after receipt by the Sellers of Buyer's Objection give written notice the Adjusted Closing Statement, to Buyer resolve the disputed exceptions, the Adjusted Closing Statement, as modified by such items as to which the Sellers and the Buyers shall agree, shall become the Final Closing Statement for purposes of Seller's objection this Section 2.2. If the Buyers deliver the Buyers’ Objections to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer the Sellers, and if the Sellers and the Buyers are unable, within such fifteen (15) day period calendar days after receipt by the Sellers of the Adjusted Closing Statement to resolve the disputed exceptions, such disputed exceptions will be referred to a firm of independent certified public accountants (the “Independent Accounting Firm”) mutually acceptable to the Sellers and the Buyers. The Sellers and the Buyers shall constitute acceptance be foreclosed from presenting to the Independent Accounting Firm for consideration any item not disputed in accordance with the terms of Section 2.2(d) hereof. The Independent Accounting Firm shall determine as promptly as practicable, and approval by Seller in any event within sixty (60) days of Buyer's Objection. Seller's its selection, the manner in which such item or items should be treated on the Final Closing Statement, as adjusted for any matter included provided, however, that the dollar amount of each item in Buyer's Objection that is not disputed in Seller's Objection, dispute shall be deemed conclusively accepted determined within the range of dollar amounts proposed by Seller the Sellers, on the one hand, and Buyerthe Buyers, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (on the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then: (2) Seller and Buyer promptly shall engage Ernst & Young or such other accounting firm mutually acceptable to Buyer and Seller (the "NEUTRAL ACCOUNTING FIRM") to resolve such disputeshand. The Neutral Independent Accounting Firm shall act as an arbitrator and shall resolve, solely on the basis of determine any presentations submitted by Seller and Buyer, only those issues set forth disputed exception in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make its complete submission to the Neutral Accounting Firm within ten (10) days following the engagement of the Neutral Accounting Firm. The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve the remaining disputes and to determine the Closing NAV (in a manner consistent accordance with the provisions of this Section 2.32.2, including Section 2.2(a) within thirty (30) days following the date on which the last submission from a party is timely madeand 2.2(c). The Neutral Independent Accounting Firm shall resolve prepare and deliver, within sixty (60) days of its selection, to the remaining disputes Buyers and determine the Closing NAV not on the basis of an independent review, but only within the disputed ranges. Such resolution shall be set forth in Sellers a written statement delivered report setting forth the net change to Seller and Buyer, and shall be final, binding and conclusive absent manifest errorthe Net Tangible Asset Value as shown in the Adjusted Closing Statement that results from its determinations regarding the resolution of such disputed items. Seller's The Adjusted Closing Statement, as may be adjusted following completion modified by such determinations, shall become the Final Closing Statement for purposes of the procedures set forth in this Section 2.3(d), 2.2. Such accounting and determinations by the Independent Accounting Firm shall be binding and conclusive on the "CLOSING STATEMENT." parties. The fees and any expenses of the Neutral Independent Accounting Firm shall be shared equally by Seller the Sellers and Buyerthe Buyers. In the event a party does not comply with the procedure and time requirements contained herein, the Independent Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

Closing Calculation. Within sixty (160) Seller shall engage at its own expense PricewaterhouseCoopers LLP to perform the days following agreed upon procedures with respect to the computation of the Closing NAV as soon as practicable after the Closing Date: (i) review supporting documentation for the adjustments made , Purchaser shall prepare and deliver to the amounts contained in the Books Seller a consolidated balance sheet of NextNet and Records of the Business its Subsidiaries as of the Closing Date for purposes of computing (the "POST-CLOSING BALANCE SHEET") setting forth the Closing NAV Working Capital as of the Closing Date. The Post-Closing Balance Sheet shall be prepared in accordance with Section 2.3, to determine that such adjustments were computed GAAP consistently applied and applied on a basis consistent with the adjustments used Financial Statements, and include an accrual for all unpaid Transaction Expenses. In connection therewith, from and after the Closing, Purchaser shall provide Seller with reasonable access to all NextNet records and work papers necessary to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation Closing Working Capital. The calculation of the Closing NAV; Working Capital as delivered to Seller shall be final and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing binding on the procedures performed and the results of those procedures. Buyer shall engage at its own expense PricewaterhouseCoopers LLP to review Seller's Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in good faith that the Closing NAV set forth on Seller's Closing Statement has not been properly calculated in accordance with this Section 2.3, it shallParties unless, within thirty (30) days after receipt of Seller's Closing Statement, give written notice ("BUYER'S OBJECTION") delivery to Seller, setting forth the basis of each Buyer's objection in reasonable detail and, to the extent practicable, the adjustments to Seller's Closing Statement which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Closing Statement. If any proposed change set forth in Buyer's Objection is not accepted by Seller, then Seller shall within fifteen (15) days after receipt deliver to Purchaser a Dispute Notice. After delivery of Buyer's Objection give written notice to Buyer of Seller's objection to such change ("SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period a Dispute Notice, Purchaser and Seller shall constitute acceptance and approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any matter included in Buyer's Objection that is not disputed in Seller's Objection, shall be deemed conclusively accepted by Seller and Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall promptly negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then: (2) Seller and Buyer promptly shall engage Ernst & Young or such other accounting firm mutually acceptable to Buyer and Seller (the "NEUTRAL ACCOUNTING FIRM") to resolve such disputes. The Neutral Accounting Firm shall act as an arbitrator and shall resolve, solely on the basis of any presentations submitted by Seller and Buyer, only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall make its complete submission with respect to the Neutral Accounting Firm subject of the Dispute Notice, and if they are unable to reach an agreement within ten (10) days following the engagement Business Days after delivery to Purchaser of the Neutral Accounting FirmDispute Notice, the dispute shall be submitted to the Independent Auditor. The failure by either party to make a complete submission prior to the expiration of such ten (10) day period Independent Auditor shall be deemed directed to issue a waiver of such party's right to make a submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm to resolve the remaining disputes final and to determine the Closing NAV (in a manner consistent with the provisions of this Section 2.3) binding decision within thirty (30) days following of submission of the date on which Dispute Notice, as to the last submission from a party is timely madeissues of disagreement referred to in the Dispute Notice and not resolved by the Parties. The Neutral Accounting Firm shall resolve the remaining disputes and determine calculation of the Closing NAV not on the basis of an independent review, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive absent manifest error. Seller's Closing StatementWorking Capital, as may be so adjusted following completion of by agreement or by the procedures set forth in this Section 2.3(dIndependent Auditor (if required), shall be final and binding on the Parties. "CLOSING STATEMENT.WORKING CAPITAL" The fees shall mean the amount equal to the total current assets (excluding cash and cash equivalents and any expenses deferred tax assets) of NextNet and its Subsidiaries less the Neutral Accounting Firm shall be shared equally by Seller total current liabilities (excluding the current portion of installment loan and Buyer.any Indebtedness for Borrowed Money and Transaction Expenses) of NextNet and its Subsidiaries, calculated in accordance with GAAP consistently applied and applied on a basis consistent with the Financial Statements. A sample calculation of Working Capital as of April 30, 2006 is attached hereto as Exhibit A.