Common use of Determination of Conclusive Net Working Capital Clause in Contracts

Determination of Conclusive Net Working Capital. Sellers will have 45 calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement and Transferred Cash Statement. During such time, Sellers may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) and the Transferred Cash Statement. Unless Sellers deliver written notice to Buyer of dispute thereof on or prior to the 45th calendar day after Sellers’ receipt of the Post-Closing Net Working Capital Statement and the Transferred Cash Statement, Sellers will be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and Transferred Cash Statement and such statements (and the specific calculations or methods contemplated thereby) will be final, binding and conclusive. If Sellers notify Buyer in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) or Transferred Cash Statement (the “Disputed Items”) within such 45 calendar day period, for 30 calendar days following delivery of such notice by Sellers to Buyer (the “Resolution Period”), Buyer and Sellers will attempt in good faith to resolve their differences with respect to the Disputed Items. Upon delivery of any such notice of Disputed Items by Sellers, Sellers will be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement and Transferred Cash Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will be final, binding and conclusive. Any resolution by Buyer and Sellers during the Resolution Period as to any Disputed Items will be set forth in writing and will be final, binding and conclusive. If Buyer and Sellers do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted by either one of the Parties within 30 calendar days after the expiration of the Resolution Period to such national independent accounting firm with international reputation and familiar with the sector or industry of the Business mutually acceptable to Buyer and Sellers (the “Neutral Arbitrator”). The Neutral Arbitrator will act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. All fees and expenses relating to the work, if any, to be performed by the Neutral Arbitrator will be allocated and borne between Buyer and Sellers in the same proportion that the aggregate amount of the Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator) bears to the total amount of such Disputed Items so submitted. In addition, without limiting Section 6.4, Buyer and Sellers will give the Neutral Arbitrator access to all Records, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. Buyer and Sellers will use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to Buyer and Sellers a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement and Transferred Cash Statement within 60 calendar days of receipt of such Disputed Items, which determination will, in the absence of manifest error, be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement and Transferred Cash Statement based either upon agreement or deemed agreement by Buyer and Sellers or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.10(b) will be the “Conclusive Net Working Capital Statement,” and “Conclusive Transferred Cash Statement,” respectively.

Determination of Conclusive Net Working Capital. Sellers will Newco shall have 45 forty-five (45) calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement and Transferred Cash Statement. During such time, Sellers Newco may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) and the Transferred Cash Statement). Unless Sellers deliver Newco delivers written notice to Buyer Seller of dispute thereof on or prior to the 45th forty-fifth (45th) calendar day after Sellers’ Newco’s receipt of the Post-Closing Net Working Capital Statement and the Transferred Cash Statement, Sellers will Newco shall be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and Transferred Cash Statement and such statements statement (and the specific calculations or methods contemplated thereby) will shall be final, binding and conclusive. If Sellers notify Buyer Newco notifies Seller in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) or Transferred Cash Statement (the “Disputed Items”) within such 45 forty-five (45) calendar day period, for 30 thirty (30) calendar days following delivery of such notice by Sellers Newco to Buyer Seller (the “Resolution Period”), Buyer Newco and Sellers will Seller shall attempt in good faith to resolve their differences with respect to the Disputed Items. Upon delivery of any such notice of Disputed Items by SellersNewco, Sellers will Newco shall be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement and Transferred Cash Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will shall be final, binding and conclusive. Any resolution by Buyer Newco and Sellers Seller during the Resolution Period as to any Disputed Items will shall be set forth in writing and will be final, binding and conclusive. If Buyer Newco and Sellers Seller do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will shall be submitted by either one of the Parties within 30 thirty (30) calendar days after the expiration of the Resolution Period to Ernst & Young or such other national independent accounting firm with international reputation and familiar with the sector or industry of the Business mutually acceptable to Buyer Newco and Sellers Seller (the “Neutral Arbitrator”). The Neutral Arbitrator will shall act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. All fees and expenses relating to the work, if any, to be performed by the Neutral Arbitrator will shall be allocated and borne between Buyer Newco and Sellers Seller in the same proportion that the aggregate amount of the Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator) bears to the total amount of such Disputed Items so submitted. In addition, without limiting Section 6.46.5, Buyer shall, and Sellers will shall cause Holdings and Newco to, and Seller shall give the Neutral Arbitrator access to all Records, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. Buyer Newco and Sellers will Seller shall use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to Buyer Newco and Sellers Seller a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement and Transferred Cash Statement within 60 thirty (30) calendar days of receipt of such Disputed Items, which determination will, in the absence of manifest error, will be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement and Transferred Cash Statement based either upon agreement or deemed agreement by Buyer Newco and Sellers Seller or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.10(b2.9(c) will be the “Conclusive Net Working Capital Statement,” and “Conclusive Transferred Cash Statement,” respectively.”

Determination of Conclusive Net Working Capital. Sellers Seller will have 45 sixty (60) calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement and Transferred Cash Statement. During such timetime (and, Sellers in the case of clause (x) below, during the Resolution Period, if applicable), (x) without limiting Section 6.5, Buyer shall give Seller and its Representatives access to all books, records, facilities and personnel of Buyer and its Subsidiaries (including the Companies and the Business) as reasonably necessary to undertake such review and (y) Seller may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) and the Transferred Cash Statement). Unless Sellers deliver Seller delivers written notice notice(s) to Buyer of dispute thereof on or prior to the 45th sixtieth (60th) calendar day after Sellers’ Seller's receipt of the Post-Closing Net Working Capital Statement and the Transferred Cash Statement, Sellers Seller will be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and Transferred Cash Statement and such statements (and the specific calculations or methods contemplated thereby) statement will be final, binding and conclusive. If Sellers notify Seller notifies Buyer in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) or Transferred Cash Statement (the “Disputed Items”) within such 45 sixty (60) calendar day period, for 30 thirty (30) calendar days following delivery of such notice by Sellers Seller to Buyer (the “"Resolution Period”"), Buyer and Sellers will Seller shall attempt in good faith to resolve their differences with respect to the disputed items (the "Disputed Items. Upon delivery of any such notice of Disputed Items by Sellers, Sellers will be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement and Transferred Cash Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will be final, binding and conclusive"). Any resolution by Buyer and Sellers Seller during the Resolution Period as to any Disputed Items will shall be set forth in writing and will be final, binding and conclusive. If Buyer and Sellers Seller do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted by either one of the Parties within 30 thirty (30) calendar days after the expiration of the Resolution Period to such a national independent accounting firm with international reputation and familiar with the sector or industry of the Business as is mutually acceptable to Buyer and Sellers Seller (the “"Neutral Arbitrator”"). The Neutral Arbitrator will shall act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any either Party or less than the lowest value for such Disputed Item claimed by any Partyeither Party upon presentment to the Neutral Arbitrator. All fees and expenses relating to the work, if any, to be performed by the Neutral Arbitrator will be allocated and borne between Buyer and Sellers Seller in the same proportion that the aggregate amount of the Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator) bears to the total amount of such Disputed Items so submitted. In addition, without limiting Section 6.4, Buyer and Sellers will Seller shall give the Neutral Arbitrator access to all Recordsbooks, records, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. Buyer and Sellers will Seller shall use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to Buyer and Sellers Seller a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement and Transferred Cash Statement within 60 thirty (30) calendar days of receipt of such Disputed Items, which determination will, in the absence of manifest error, will be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement and Transferred Cash Statement based either upon agreement or agreement, deemed agreement by Buyer and Sellers or Seller and/or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.10(b2.6(b) will be the “"Conclusive Net Working Capital Statement,” and “Conclusive Transferred Cash Statement,” respectively."

Determination of Conclusive Net Working Capital. Sellers will Seller shall have 45 thirty (30) calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement and Transferred Cash Statement. During such time, Sellers Seller may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) ), and Buyer shall give Seller access to all Records, facilities and personnel of Buyer as are reasonably requested by Seller to review the Transferred Cash Post-Closing Net Working Capital Statement. Unless Sellers Seller deliver written notice to Buyer of dispute thereof on or prior to the 45th thirtieth (30th) calendar day after Sellers’ receipt of the Post-Closing Net Working Capital Statement and the Transferred Cash Statement, Sellers will Seller shall be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and Transferred Cash Statement and such statements statement (and the specific calculations or methods contemplated thereby) will shall be final, binding and conclusive. If Sellers notify Seller notifies Buyer in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) or Transferred Cash Statement (each a “Disputed Item” and collectively the “Disputed Items”) within such 45 thirty (30) calendar day period, for 30 thirty (30) calendar days following delivery of such notice by Sellers Seller to Buyer (the “Resolution Period”), Buyer and Sellers will Seller shall attempt in good faith to resolve their differences with respect to the Disputed Items. Upon delivery of any such notice of Disputed Items by SellersSeller, Sellers will Seller shall be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement and Transferred Cash Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will shall be final, binding and conclusive. Any resolution by Buyer and Sellers Seller during the Resolution Period as to any Disputed Items will shall be set forth in writing and will be final, binding and conclusive. If Buyer and Sellers Seller do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will shall be submitted by either one of the Parties within 30 thirty (30) calendar days after the expiration of the Resolution Period to such a national or regional independent accounting firm with international reputation and familiar with the sector or industry of the Business mutually acceptable to Buyer and Sellers Seller (the “Neutral Arbitrator”). The Neutral Arbitrator will shall act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. All fees and expenses relating to the work, if any, to be performed by the Neutral Arbitrator will shall be allocated and borne between Buyer and Sellers Seller in the same proportion that the aggregate amount of the Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator) bears to the total amount of such Disputed Items so submitted. In addition, without limiting Section 6.4, Buyer and Sellers will Seller shall give the Neutral Arbitrator access to all Records, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. Buyer and Sellers will Seller shall use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to Buyer and Sellers Seller a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement and Transferred Cash Statement within 60 thirty (30) calendar days of receipt of such Disputed Items, which determination will, in the absence of manifest error, will be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement and Transferred Cash Statement based either upon agreement or deemed agreement by Buyer and Sellers Seller or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.10(b2.6(a) will be the “Conclusive Net Working Capital Statement,” and “Conclusive Transferred Cash Statement,” respectively.”

Determination of Conclusive Net Working Capital. Sellers Sellers’ Representative will have 45 calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement and Transferred Cash Statement. During such time, Sellers Sellers’ Representative may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) by providing written notice to the Purchasers that (i) sets forth in reasonable detail the basis for such dispute, (ii) only includes disagreements based on mathematical errors or based on Net Working Capital not being calculated in accordance with the definition and methodologies set forth herein (including the Transferred Cash Seller Accounting Policies) and (iii) includes the Sellers’ draft of the Post-Closing Net Working Capital Statement. Unless Sellers deliver Sellers’ Representative delivers written notice to Buyer the Purchasers of dispute thereof on or prior to the 45th calendar day after Sellers’ Representative’s receipt of the Post-Closing Net Working Capital Statement and the Transferred Cash Statement, Sellers Sellers’ Representative will be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and Transferred Cash Statement and such statements statement (and the specific calculations or methods contemplated thereby) will be final, binding and conclusive. If Sellers notify Buyer Sellers’ Representative notifies the Purchasers in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) or Transferred Cash Statement (the “Disputed Items”) within such 45 calendar day period, for 30 15 calendar days following delivery of such notice by Sellers to Buyer (the “Resolution Period”), Buyer the Purchasers and Sellers Sellers’ Representative will attempt in good faith to resolve their differences with respect to the Disputed Items. Upon delivery After the later of any such notice of Disputed Items by 45 calendar day period and such 15 calendar day period (if any), Sellers, Sellers ’ Representative will be deemed to have accepted and agreed to all items on the Post-Closing Net Working Capital Statement and Transferred Cash Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will be final, binding and conclusive. Any resolution by Buyer the Purchasers and Sellers Sellers’ Representative during the Resolution Period as to any Disputed Items will be set forth in writing and will be final, binding and conclusive. If Buyer the Purchasers and Sellers Sellers’ Representative do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted by either one of the Parties within 30 ten (10) calendar days after the expiration of the Resolution Period to such a national independent accounting firm with international reputation and familiar with the sector or industry of the Business mutually acceptable to Buyer the Purchasers and Sellers Sellers’ Representative that is not an auditor of any of the Sellers, the Purchasers or the Sponsor (the “Neutral Arbitrator”). The Neutral Arbitrator will act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. All fees Any associated engagement fees, costs and expenses relating shall initially be borne 50% by Sellers (allocated among Sellers pro rata based on their respective share of the Purchase Price received pursuant to Section 1.2) and 50% by the workPurchasers (allocated between the Purchasers pro rata based on their respective share of the Purchase Price paid pursuant to Section 1.2); provided, if anythat such fees, to be performed by costs and expenses of the Neutral Arbitrator will shall ultimately be allocated to and borne by the Purchasers (allocated between Buyer Purchasers on a pro rata basis) and Sellers in (allocated among Sellers on a pro rata basis) based on the same proportion that the aggregate amount inverse of the Disputed Items so submitted to the Neutral Arbitrator percentage that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator’s determination (before such allocation) bears to the total amount of such Disputed Items so submittedthe total items in dispute as originally submitted to the Neutral Arbitrator with payment between the Parties to reflect this allocation to be made within seven (7) business days following the determination of the Conclusive Net Working Capital Statement. For example, should the items in dispute total in amount to $1,000 and the Neutral Arbitrator awards $600 in favor of Sellers’ position, 60% of the costs of the Neutral Arbitrator’s review would be borne by the Purchasers and 40% of the costs would be borne by Sellers. In addition, without limiting Section 6.45.6, Buyer the Purchasers and Sellers Sellers’ Representative will give the Neutral Arbitrator access to all Recordsrecords, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. Buyer The Purchasers and Sellers Sellers’ Representative will use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to Buyer the Purchasers and Sellers Sellers’ Representative a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement and Transferred Cash Statement within 60 twenty (20) calendar days of the Neutral Arbitrator’s receipt of such Disputed Items, which determination will, in the absence of manifest error, will be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement and Transferred Cash Statement based either upon agreement or deemed agreement by Buyer the Purchasers and Sellers Sellers’ Representative or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.10(b2.3(c) will be the “Conclusive Net Working Capital Statement,” and “Conclusive Transferred Cash Statement,” respectively.”

Determination of Conclusive Net Working Capital. Sellers will have 45 calendar days following the receipt of the Post-Closing Net Working Capital Statement to review the Post-Closing Net Working Capital Statement and Transferred Cash Statement. During such time, Sellers may dispute any items set forth on the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) and the Transferred Cash Statement. Unless Sellers deliver written notice to Buyer of dispute thereof on or prior to the 45th calendar day after Sellers’ receipt of the Post-Closing Net Working Capital Statement and the Transferred Cash Statement, Sellers will be deemed to have accepted and agreed to the Post-Closing Net Working Capital Statement and Transferred Cash Statement and such statements (and the specific calculations or methods contemplated thereby) will be final, binding and conclusive. If Sellers notify Buyer in writing of disputed items contained in the Post-Closing Net Working Capital Statement (or specific calculations or methods contemplated thereby) or Transferred Cash Statement (the “Disputed Items”) within such 45 calendar day period, for 30 calendar days following delivery of such notice by Sellers to Buyer (the “Resolution Period”), Buyer and Sellers will attempt in good faith to resolve their differences with respect to the Disputed Items. Upon delivery of any such notice of Disputed Items by Sellers, Sellers will be deemed to have ATI-2587197v29 27 accepted and agreed to all items on the Post-Closing Net Working Capital Statement and Transferred Cash Statement (and the specific calculations or methods contemplated thereby) other than the Disputed Items, and such items (and the specific calculations or methods contemplated thereby) other than the Disputed Items will be final, binding and conclusive. Any resolution by Buyer and Sellers during the Resolution Period as to any Disputed Items will be set forth in writing and will be final, binding and conclusive. If Buyer and Sellers do not resolve all Disputed Items by the end of the Resolution Period, then all Disputed Items remaining in dispute will be submitted by either one of the Parties within 30 calendar days after the expiration of the Resolution Period to such national independent accounting firm with international reputation and familiar with the sector or industry of the Business mutually acceptable to Buyer and Sellers (the “Neutral Arbitrator”). The Neutral Arbitrator will act as an arbitrator to determine only those Disputed Items remaining in dispute as of the end of the Resolution Period. In resolving such Disputed Items, the Neutral Arbitrator may not assign a value to any Disputed Item greater than the greatest value for such Disputed Item claimed by any Party or less than the lowest value for such Disputed Item claimed by any Party. All fees and expenses relating to the work, if any, to be performed by the Neutral Arbitrator will be allocated and borne between Buyer and Sellers in the same proportion that the aggregate amount of the Disputed Items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by each such Party (as finally determined by the Neutral Arbitrator) bears to the total amount of such Disputed Items so submitted. In addition, without limiting Section 6.4, Buyer and Sellers will give the Neutral Arbitrator access to all Records, facilities and personnel of such Party and its Affiliates and Representatives as is reasonably necessary to perform its function as arbitrator. Buyer and Sellers will use their commercially reasonable efforts to cause the Neutral Arbitrator to deliver to Buyer and Sellers a written determination (such determination to include an explanation in reasonable detail of the reasons for such determination and a work sheet setting forth all material calculations and methods used in arriving at such determination) of the Disputed Items submitted to the Neutral Arbitrator and the resulting effect thereof on the Post-Closing Net Working Capital Statement and Transferred Cash Statement within 60 calendar days of receipt of such Disputed Items, which determination will, in the absence of manifest error, be final, binding and conclusive and upon which judgment may be entered. The final, binding and conclusive Post-Closing Net Working Capital Statement and Transferred Cash Statement based either upon agreement or deemed agreement by Buyer and Sellers or the written determination delivered by the Neutral Arbitrator in accordance with this Section 2.10(b) will be the “Conclusive Net Working Capital Statement,” and “Conclusive Transferred Cash Statement,” respectively.