Common use of Dispute Notice Clause in Contracts

Dispute Notice. In the event that the Stockholders’ Representative either advises the Parent in writing that the Stockholders have no objections to the Closing Date Financial Statements or if the Stockholders’ Representative otherwise fails to deliver a Dispute Notice to the Parent within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash and Cash Equivalents and Adjusted Debt set forth therein, shall be deemed to be and shall become final, binding and conclusive on all of the parties hereto. In the event that the Stockholders’ Representative does not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not prepared in accordance with the terms set forth in this Agreement, the Stockholders’ Representative shall, within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, prepare and deliver to the Parent a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made in accordance with this Section 1.12 believed proper by the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt as of the close of business on the day immediately prior to the Closing Date, as calculated by the Stockholders’ Representative.

Dispute Notice. In The Post-COD Model (and the event Initial Earnout Purchase Price Adjustment reflected for each Project thereon) will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Stockholders’ Representative either advises Buyer failed to calculate the Parent Initial Earnout Purchase Price Adjustment for a Project in writing that the Stockholders have no objections to the Closing Date Financial Statements or if the Stockholders’ Representative otherwise fails to deliver accordance with this Agreement and provides a Dispute Notice to the Parent within fortyBuyer no later than the twentieth (20th) Business Day after the delivery of the Post-five COD Model to the Seller; provided that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the work papers and other books and records of the applicable Group Companies and any accountants, experts, consultants or financial advisers retained by the applicable Group Companies for purposes of assisting the Seller and its Representatives in its review of the Post-COD Model, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (4520) calendar Business Day period will be automatically extended by the lesser of (x) number of days following between receipt of the request for such reasonably access and the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash such access is provided and Cash Equivalents and Adjusted Debt (y) ten (10) Business Days. Any Dispute Notice must set forth therein, shall be deemed to be and shall become final, binding and conclusive in reasonable detail (A) any item on all of the parties hereto. In the event Post-COD Model that the Stockholders’ Representative does Seller reasonably believes in good faith has not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not been prepared in accordance with this Agreement and its calculation of the terms set forth correct amount of such item and (B) the resulting calculation of the applicable Earnout Purchase Price Adjustment, in this Agreementeach case, together with reasonable supporting information, including the Stockholders’ Representative shallwork papers and other books and records of the Seller and its Affiliates and any accountants, within forty-five (45) calendar days following experts, consultants or financial advisers retained by the date Seller or its Affiliates for purposes preparing such alternative calculations. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on which the Parties and Seller Parent delivers the Closing Date Financial Statements upon delivery to the Stockholders’ Representative, prepare and deliver to Buyer of the Parent a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made such later date as determined in accordance with this Section 1.12 believed proper by 2.11(b) if the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt Buyer does not provide reasonable access as of the close of business on the day immediately prior required pursuant to the Closing Date, as calculated by the Stockholders’ Representativethis Section 2.11(b).

Dispute Notice. In Each Abandonment Model (and the event Initial Abandonment Purchase Price Adjustment reflected therein) will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Stockholders’ Representative either advises Buyer failed to calculate the Parent Initial Abandonment Purchase Price Adjustment in writing that the Stockholders have no objections accordance with this Agreement and provides a Dispute Notice to the Closing Date Financial Statements or if Buyer no later than the Stockholders’ Representative otherwise fails twentieth (20th) Business Day after the payment of the applicable Initial Abandonment Purchase Price Adjustment (for clarity, the right to deliver a Dispute Notice shall not arise until the payment of the Initial Abandonment Purchase Price Adjustment has occurred); provided that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the Parent within forty-five work papers and other books and records of applicable Group Companies and any accountants, experts, consultants or financial advisers retained by such Group Companies for purposes of assisting the Seller and its Representatives in its review of the such Abandonment Model, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (4520) calendar Business Day period will be automatically extended by the lesser of (x) the number of days following between receipt of the request for such reasonably access and the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash such access is provided and Cash Equivalents and Adjusted Debt (y) ten (10) Business Days. Any Dispute Notice must set forth therein, shall be deemed to be and shall become final, binding and conclusive in reasonable detail (A) any item on all of the parties hereto. In the event such Abandonment Model that the Stockholders’ Representative does Seller reasonably believes in good faith has not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not been prepared in accordance with this Agreement and its calculation of the terms set forth correct amount of such item and (B) the Seller’s resulting calculation of the Abandonment Purchase Price Adjustment for such Project, in this Agreementeach case together with reasonable supporting information, including the Stockholders’ Representative shallwork papers and other books and records of the Seller and its Affiliates and any accountants, within forty-five (45) calendar days following experts, consultants or financial advisers retained by the date Seller or its Affiliates for purposes preparing such alternative calculations. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on which the Parties and Seller Parent delivers the Closing Date Financial Statements upon delivery to the Stockholders’ Representative, prepare and deliver to Buyer of the Parent a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made such later date as determined in accordance with this Section 1.12 believed proper by 2.09(b) if the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt Buyer does not provide reasonable access as of the close of business on the day immediately prior required pursuant to the Closing Date, as calculated by the Stockholders’ Representativethis Section 2.09(b).

Dispute Notice. In After receiving a copy of a Company Escrow Fund Demand or a Buyer Escrow Fund Demand (in either case, an "Escrow Fund Demand"), Buyer (in the event that case of a Company Escrow Fund Demand) or Company (in the Stockholders’ Representative case of a Buyer Escrow Fund Demand) (in either advises case, "Challenger") may challenge the Parent propriety under this Agreement and the Purchase Agreement of the requested disbursement of the Deposit or Closing Documents, as the case may be, held in writing that the Stockholders have no objections Escrow Fund by delivering to the Closing Date Financial Statements Escrow Agent and Company (in the case of a Company Escrow Fund Demand) or if Buyer (in the Stockholders’ Representative otherwise fails to deliver case of a Buyer Escrow Fund Demand) (in either case, "Requestor") a written notice setting forth the grounds for such challenge ("ESCROW Fund Dispute Notice"). If the Escrow Agent receives an Escrow Fund Dispute Notice in response to any Escrow Fund Demand, then the Escrow Agent will not make the requested disbursement unless and until (i) the Escrow Agent has received written instructions in respect of such disbursement from the Requestor and the Challenger, acting jointly, or (ii) Requestor or Challenger delivers to Escrow Agent a copy of an order of a court of competent jurisdiction providing for the disbursement of the Deposit or Closing Documents, as the case may be, held in the Escrow Fund ("COURT ORDER"), together with an opinion, satisfactory in form, scope and substance to the Parent within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements Escrow Agent, of counsel satisfactory to the Stockholders’ RepresentativeEscrow Agent, stating that, in the Closing Date Financial Statements prepared by the Parentunqualified opinion of such counsel, including the amount of Cash and Cash Equivalents and Adjusted Debt set forth thereinsuch order is not subject to appeal, shall be deemed to be and shall become final, binding and conclusive on all of the parties hereto. In the event that the Stockholders’ Representative does not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the appeal period with respect to such order has elapsed and no appeal has been taken, together with evidence reasonably satisfactory to the Escrow Agent that a copy of the Court Order has been delivered to the other of them, in which case the Escrow Agent shall disburse the Deposit or Closing Date Financial Statements were not prepared Documents, as the case may be, held in the Escrow Fund in accordance with the terms set forth in Court Order on the tenth (10th) Business Day following the Escrow Agent's receipt of the Court Order. For purposes of this Agreement, the Stockholders’ Representative shall, within forty-five (45) calendar days following the date term "BUSINESS DAY" shall mean any day other than a day on which banks in the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, prepare and deliver to the Parent a written notice State of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made in accordance with this Section 1.12 believed proper by the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt as of the close of business on the day immediately prior to the Closing Date, as calculated by the Stockholders’ RepresentativeColorado are closed.

Dispute Notice. In the event that the Stockholders’ Representative either advises the Parent in writing that the Stockholders If Seller shall have no objections delivered to the Closing Date Financial Statements or if the Stockholders’ Representative otherwise fails to deliver Buyer a Dispute Notice to the Parent within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash and Cash Equivalents and Adjusted Debt set forth therein, shall be deemed to be and shall become final, binding and conclusive on all of the parties hereto. In the event that the Stockholders’ Representative does not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or end of the Final Dispute Period, Seller and Buyer shall attempt to resolve the Dispute and agree in writing upon the final content of the Earn-Out Statements within fifteen (15) days following delivery by Seller of the Dispute Notice to Buyer. If Seller and Buyer are unable to resolve the Dispute within such fifteen (15) day period, then Seller and Buyer shall promptly submit the Dispute for resolution to an independent certified public accounting firm of recognized international standing, mutually acceptable to Seller and Buyer (the "ARBITRATING ACCOUNTANT"), for review and resolution of any and all matters that remain in dispute and that were properly included in the Closing Date Financial Statements were not prepared Dispute Notice. In connection with the resolution of any Dispute, the Arbitrating Accountant shall have access to the management of the Company and Buyer and all work papers, records, documents and facilities necessary to perform its functions as arbitrator. The Arbitrating Accountant's function shall be to resolve the matters in Dispute in accordance with the terms set forth and provisions of this Section 2.2 and to revise the Earn-Out Statements (if required) in this Agreementorder to conform with its resolution of the Dispute. In rendering its decision, the Stockholders’ Representative Arbitrating Accountant shall, within forty-five (45) calendar days following in its sole discretion, apportion its fees and expenses in connection with the date Dispute, based on which the Parent delivers the Closing Date Financial Statements its views as to the Stockholders’ Representativerelative merits of the positions of each party in the Dispute; provided, prepare however, that Seller shall advance half, and deliver Buyer shall advance the other half, of any retainer fee or deposit required by the Arbitrating Accountant in advance of a final resolution, subject to reapportionment by the Arbitrating Accountant of its fees and expenses as aforesaid. All determinations of the Arbitrating Accountant, including any revisions made to the Parent a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Earn-Out Statements and (ii) to the extent possibleArbitrating Accountant's apportionment of expenses as between Seller and Buyer, set forth the Cash Merger Consideration adjustment, if any, to shall be made in accordance with this Section 1.12 believed proper by the Stockholders’ Representative based final and binding on the amount of Cash parties hereto, and Cash Equivalents and Adjusted Debt as of neither Seller nor Buyer shall have the close of business on the day immediately prior right to the Closing Date, as calculated by the Stockholders’ Representativeappeal such determinations.

Dispute Notice. In Each True Up Model (and the event True Up Purchase Price Adjustment reflected therein) will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Stockholders’ Representative either advises Buyer failed to calculate the Parent True Up Purchase Price Adjustment in writing that the Stockholders have no objections to the Closing Date Financial Statements or if the Stockholders’ Representative otherwise fails to deliver accordance with this Agreement and provides a Dispute Notice to the Parent within forty-five Buyer no later than the twentieth (4520th) calendar Business Day after the delivery of the True Up Model to the Seller; provided that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the work papers and other books and records of the applicable Group Companies and any accountants, experts, consultants or financial advisers retained by the applicable Group Companies for purposes of assisting the Seller and its Representatives in its review of the applicable True Up Model, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (20) Business Day period will be automatically extended by the lesser of (x) number of days following between receipt of the request for such reasonably access and the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash such access is provided and Cash Equivalents and Adjusted Debt (y) ten (10) Business Days. Any Dispute Notice must set forth therein, shall be deemed to be and shall become final, binding and conclusive in reasonable detail (A) any item on all of the parties hereto. In the event True Up Model that the Stockholders’ Representative does Seller reasonably believes in good faith has not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not been prepared in accordance with this Agreement and its calculation of the terms set forth correct amount of such item and (B) the resulting calculation of the True Up Purchase Price Adjustment for the applicable Project, in this Agreementeach case, together with reasonable supporting information, including the Stockholders’ Representative shallwork papers and other books and records of the Seller and its Affiliates and any accountants, within forty-five (45) calendar days following experts, consultants or financial advisers retained by the date Seller or its Affiliates for purposes preparing such alternative calculations. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on which the Parties and Seller Parent delivers the Closing Date Financial Statements upon delivery to the Stockholders’ Representative, prepare and deliver to Buyer of the Parent a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made such later date as determined in accordance with this Section 1.12 believed proper by 2.10(c) if the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt Buyer does not provide reasonable access as of the close of business on the day immediately prior required pursuant to the Closing Date, as calculated by the Stockholders’ Representativethis Section 2.10(c).

Dispute Notice. In The Post-Closing Statement will be final, conclusive and binding on the event parties hereto for purposes of this Article 2 unless the Sellers’ Representative provides a written notice to the Company no later than the thirtieth (30th) day after delivery of the Post-Closing Statement setting forth in reasonable detail (a) any item on the Post-Closing Statement that the StockholdersSellers’ Representative either advises believe has not been prepared in accordance with GAAP and (b) the Parent correct amount of such item in writing that accordance with GAAP and the Stockholders have calculation thereof (a “Dispute Notice”). Any item or amount to which no objections to dispute is raised in the Closing Date Financial Statements or if Dispute Notice will be final, conclusive and binding on the Stockholdersparties hereto for purposes of this Article 2. The Company and the Sellers’ Representative otherwise fails will attempt to deliver resolve the matters raised in a Dispute Notice in good faith. No earlier than fifteen (15) Business Days after delivery of the Dispute Notice, either the Company or the Sellers’ Representative may provide written notice to the Parent within forty-five (45) calendar days following other that it elects to submit the date on which the Parent delivers the Closing Date Financial Statements disputed items to the Stockholders’ Representative, the Closing Date Financial Statements prepared a nationally recognized independent accounting firm chosen jointly by the Parent, including Company and the amount of Cash and Cash Equivalents and Adjusted Debt set forth therein, shall be deemed to be and shall become final, binding and conclusive on all of Sellers’ Representative (the parties hereto“Independent Referee”). In the event that the StockholdersCompany and the Sellers’ Representative does not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as are unable to jointly select an Independent Referee, then each of the close Company and the Sellers’ Representative will promptly (but in any event within ten (10) Business Days after delivery of business on the day immediately prior notice to engage an Independent Referee) select an independent accounting firm that represents private companies of a size comparable to the Closing Date or Company and will promptly (but in any event within twenty (20) Business Days after delivery of the notice to engage 96760364_21 an Independent Referee) cause such two (2) accounting firms to jointly select a third (3rd) independent accounting firm that represents private companies of a size comparable to the Closing Date Financial Statements were not prepared Company to act as the Independent Referee. The Independent Referee will promptly review only those items and amounts specifically set forth and objected to in the Dispute Notice and resolve the dispute with respect to each such specific item and amount in accordance with GAAP (i.e., not on the terms set forth basis of an independent review); provided, that the Independent Referee will not assign a value to any item greater than the greatest value for such item, or lower than the lowest value for such item, claimed in this Agreement, the StockholdersPost-Closing Statement or the Dispute Notice. The fees and expenses of the Independent Referee will be paid by the Sellers from the Sellers’ Representative shallExpense Account, within forty-five (45) calendar days following on the date one hand, and by the Buyer, on which the Parent delivers other hand, in inverse proportion to their success on the Closing Date Financial Statements merits in the resolution of the items in dispute, and the decision of the Independent Referee with respect to the Stockholders’ Representative, prepare and deliver to items of the Parent a written notice of dispute (Post-Closing Statement disputed by the “Dispute Notice”), which Dispute Notice shall (i) identify (and submitted to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements it will be final, conclusive and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made in accordance with this Section 1.12 believed proper by the Stockholders’ Representative based binding on the amount parties hereto for purposes of Cash and Cash Equivalents and Adjusted Debt as this Article 2. Each of the close parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Independent Referee and to cause the Independent Referee to resolve any disputed items no later than thirty (30) Business Days after selection of business on the day immediately prior to the Closing Date, as calculated by the Stockholders’ RepresentativeIndependent Referee.

Dispute Notice. In If Seller disputes the event that the Stockholders’ Representative either advises the Parent in writing that the Stockholders have no objections to the Closing Date Financial Statements or if the Stockholders’ Representative otherwise fails to deliver a Dispute Notice to the Parent within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representativecalculation of Purchaser’s Final Net Portfolio Value Determination, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash and Cash Equivalents and Adjusted Debt set forth therein, Seller shall be deemed to be and shall become final, binding and conclusive on all of the parties hereto. In the event that the Stockholders’ Representative does not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not prepared in accordance with the terms set forth in this Agreement, the Stockholders’ Representative shall, within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, prepare and deliver to the Parent a give timely written notice of dispute (the “Dispute Notice”)) to Purchaser no later than fifteen (15) Business Days following the receipt of the Closing Date Net Portfolio Value Statement, which Dispute Notice shall specify the reasons for such disagreement, the amounts of any adjustments that are necessary in Seller’s good faith judgment for the computation of Purchaser’s Final Net Portfolio Value Determination and the basis for Seller’s suggested adjustment. If the parties resolve their differences over the disputed items, the final Net Portfolio Value determination (ias so determined or as determined pursuant to Seller’s acceptance in accordance with Section 1.06(b) identify or by the Independent Auditor pursuant to this Section 1.06(c), as the case may be, the “Final Net Portfolio Value”), shall be the amount agreed upon. If Purchaser and Seller are unable to resolve all disputed matters within fifteen (15) Business Days after the delivery of a Dispute Notice (or such longer period as Purchaser and Seller may mutually agree in writing), all disputed matters raised by Seller not so resolved shall be submitted to Deloitte & Touche LLP or if Deloitte & Touche LLP cannot act in such matter, another nationally recognized accounting firm that is independent of the parties hereto, is not the auditor for Purchaser, The Bank of Nova Scotia, Seller or Parent, is mutually agreeable to Purchaser and Seller and has significant experience in the commercial finance industry (the “Independent Auditor”), for final resolution in accordance with the terms and provisions of this Agreement. Purchaser and Seller shall use their respective Best Efforts to cause the Independent Auditor to make its determination as soon as possible, but in no event later than fifteen (15) Business Days after the submission to it of the disputed matters. In no event shall the Independent Auditor’s determination of the Final Net Portfolio Value be greater than Purchaser’s determination pursuant to Section 1.06(a) or less than Seller’s determination pursuant to Section 1.06(b). If possible, the Independent Auditor shall make its determination based solely on presentations by Purchaser and Seller; provided, that if the Independent Auditor is unable to reach a conclusion on that basis, the Independent Auditor shall review such additional information and perform such additional procedures as the Independent Auditor reasonably deems necessary. In any event, the Independent Auditor’s determination shall be limited to matters of dispute which are raised by Seller in the Dispute Notice. In the event a party does not comply with the procedural and time requirements contained herein or such other procedural or time requirements as the parties otherwise agree to in writing, the Independent Auditor shall render a decision based solely on the evidence it has which was timely provided by the parties. The Independent Auditor’s determination shall be final, binding and conclusive upon the parties hereto. The Independent Auditor’s resolution of any such disagreement shall be reflected in a written report, which shall be delivered promptly to Purchaser and Seller. All fees, costs, expenses and disbursements of the Independent Auditor shall be paid by the party with whose determination the Independent Auditor does not agree; provided, however, that if the Independent Auditor’s determination represents a compromise between the determination of Purchaser and Seller, then each party shall pay fifty percent (50%) of such fees, costs, expenses and disbursements. If a retainer is required by the Independent Auditor, the retainer shall be split equally between Seller and Purchaser; provided, however, that the retainer shall be considered part of the fees, costs and expenses of such Independent Auditor and if either party has paid a portion of such retainer, such party shall be entitled to be reimbursed by the other party to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, required by this Section 1.06(c). Any payment to be made in accordance with this Section 1.12 believed proper by the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt as a consequence of the close Independent Auditor’s decision shall be made, free and clear of business on any deductions, not later than three (3) Business Days after the day immediately prior to the Closing Date, as calculated receipt of such report by the Stockholders’ Representativeeach of Purchaser and Seller.

Dispute Notice. In The Estimated Closing Statement (and the event Estimated Cash Consideration Amount reflected thereon) and the Closing Model will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Stockholders’ Representative either advises Buyer failed to calculate the Parent in writing that the Stockholders have no objections to the Closing Date Financial Statements or if the Stockholders’ Representative otherwise fails to deliver a Dispute Notice to the Parent within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, the Closing Date Financial Statements prepared by the Parent, including the amount of Estimated Cash and Cash Equivalents and Adjusted Debt set forth therein, shall be deemed to be and shall become final, binding and conclusive on all of the parties hereto. In the event that the Stockholders’ Representative does not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not prepared Consideration Amount in accordance with the terms set forth in this Agreement, the Stockholders’ Representative shall, within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, prepare Agreement and deliver to the Parent provides a written notice of dispute (the a “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possibleBuyer no later than the twentieth (20th) Business Day after the Closing Date; provided, that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the work papers and other books and records of the Group Companies and any accountants, experts, consultants or financial advisers retained by the Group Companies for purposes of assisting the Seller and its Representatives in its review of the Estimated Closing Statement, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (20) Business Day period will be automatically extended by the lesser of (x) the number of days between receipt of the request for such reasonably access and the date such access is provided and (y) ten (10) Business Days. Any Dispute Notice must set forth in reasonable detail (A) any item on the Estimated Closing Statement which the Seller reasonably believes in good faith has not been prepared in accordance with this Agreement and its calculation of the correct amount of such item and (B) the Seller’s alternative calculation of the Estimated Cash Merger Consideration adjustmentAmount, if anyin each case together with reasonable supporting information, including the work papers and other books and records of the Seller and its Affiliates and any accountants, experts, consultants or financial advisers retained by the Seller or its Affiliates for purposes preparing such alternative calculations. Any item or amount to which no dispute is raised in the Dispute Notice will be made final, conclusive and binding on the Parties and Seller Parent on such twentieth (20th) Business Day, or such later date as determined in accordance with this Section 1.12 believed proper by 2.06(b) if the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt Buyer does not provide reasonable access as of the close of business on the day immediately prior required pursuant to the Closing Date, as calculated by the Stockholders’ Representativethis Section 2.06(b).

Dispute Notice. In If Seller does not deliver a Dispute Notice during the event that applicable Review Period, then the Stockholders’ Representative either advises calculation of the Parent Average Earn-Out Units set forth in writing that the Stockholders have no objections Earn-Out Statement and the Earn-Out Payment made by Buyer pursuant to the Closing Date Financial Statements or if the Stockholders’ Representative otherwise fails to Section 2.4(a) above shall be final, conclusive and binding on Buyer and Seller. If Seller does deliver a Dispute Notice to Buyer during the Parent within fortyReview Period, Buyer and Seller shall attempt to resolve the matters raised in the Dispute Notice in good faith and, if successful, shall proceed as promptly as possible thereafter to amend the Earn-five Out Statement and, if necessary and if prior to the payment of all outstanding amounts due under, the Promissory Note. If any such matters remain unresolved by the date that is thirty (4530) calendar days following after the date on which the Parent delivers Dispute Notice was delivered to Buyer, then either Buyer or Seller may submit such dispute for resolution in accordance with the Closing Date Financial Statements procedures set forth in Section 10.3. The parties acknowledge and agree that, if any dispute described in this Section 2.4(b) is resolved on or after December 31, 2017, all amounts payable upon the resolution of such disputes shall be made by wire transfer of immediately available funds to the Stockholders’ Representative, the Closing Date Financial Statements prepared account specified by the Parentparty entitled to receive such payment. If, including prior to Buyer's payment of the amount Earn-Out Payment, there is a direct or indirect sale, exchange, or other transfer of Cash and Cash Equivalents and Adjusted Debt set more than 50% of the capital stock of Buyer (whether by the issues or sale of equity, merger, consolidation or otherwise) to a person or entity that is not controlled by Buyer or a sale of all or substantially all of the assets of Buyer (a "Change of Control"), then no later than fifteen (15) days after the Change of Control, (i) Buyer shall deliver to Seller a statement (a "Change of Control Statement"), with reasonable supporting documentation, setting forth thereinthe Average Earn-Out Units, provided that, in calculating the Average Earn-Out Units pursuant to Section 2.4(a), references therein to September 30, 2017 shall be deemed to be refer instead to the date upon which the Change of Control shall have been consummated (the "Change of Control Average Earn-Out Units"), and shall become final(ii) pay to Seller, binding and conclusive on all in full satisfaction of its obligation under this Section 2.4, an amount in cash equal to the greater of (i) the amount that the Earn-Out Payment would equal, as calculated in accordance with Section 2.4(a), if based upon the Change of Control Average Earn-Out Units instead of the parties heretoAverage Earn-Out Units, or (ii) Xxx Xxxxxxx, Xxxx Xxxxxxx Xxxxxxxx Xxxxxx Xxxxxx Dollars ($2,500,000). In If Seller disagrees with the event that the Stockholders’ Representative does not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as calculation of the close Change of business on Control Average Earn-Out Units set forth in the day immediately prior to Change of Control Statement and/or the Closing Date or that calculation of the Closing Date Financial Statements were not prepared payment described in this Section 2.4(c), then Seller and Buyer shall resolve such dispute in accordance with the terms procedures set forth in this Agreement, the Stockholders’ Representative shall, within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, prepare and deliver to the Parent a written notice of dispute (the “Dispute Notice”Section 2.4(b), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made in accordance with this Section 1.12 believed proper by the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt as of the close of business on the day immediately prior to the Closing Date, as calculated by the Stockholders’ Representative.

Dispute Notice. In The Closing Balance Sheet and the Closing Statement (and the proposed determinations of the Transaction Expenses, Working Capital, Cash on Hand and Company Indebtedness reflected on the Closing Statement) will be final, conclusive and binding on the Parties unless the Sellers’ Representative provide a written notice (a “Dispute Notice”) to the Buyer no later than sixty (60) days after receipt by the Sellers’ Representative of the Closing Balance Sheet and the Closing Statement (the “Dispute Deadline”) setting forth in reasonable detail any item(s) or amount(s) on the Closing Balance Sheet and/or the Closing Statement that are disputed by the Sellers’ Representative and the basis for each such dispute (each, a “Disputed Item”), provided, that, in the event that the StockholdersBuyer or the Company does not provide reasonable access to and an opportunity to make copies of any of the materials, or reasonable access to the Persons, in each case as described in the last sentence of this Section 2.6.3, as may be reasonably requested by the Sellers’ Representative either advises or one of its authorized Representatives, the Parent in writing Dispute Deadline shall be extended such that such deadline shall not occur until five (5) days after all such reasonable requests by the Stockholders have no objections to Sellers’ Representative or its authorized Representatives are fulfilled. Any item or amount on the Closing Date Financial Statements Balance Sheet or if the StockholdersClosing Statement to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on the Parties. The Buyer shall promptly provide, and shall cause the Acquired Companies promptly to provide, the Sellers’ Representative and its Representatives with reasonable access to, and the opportunity to make copies of, the work papers and other materials used or considered by the Buyer (or any Person acting on behalf of Buyer) in the preparation of, or otherwise fails to deliver a Dispute Notice to the Parent within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representativerelevant to, the Closing Date Financial Statements prepared by Balance Sheet and the ParentClosing Statement, including the amount of Cash and Cash Equivalents reasonable access to personnel and Adjusted Debt set forth therein, shall be deemed to be and shall become final, binding and conclusive on all Representatives of the parties hereto. In Buyer and the event that Acquired Companies who assisted or were consulted in the Stockholders’ Representative does not believe that preparation of the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash Balance Sheet and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not prepared in accordance with the terms set forth in this Agreement, the Stockholders’ Representative shall, within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, prepare and deliver to the Parent a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made in accordance with this Section 1.12 believed proper by the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt as of the close of business on the day immediately prior to the Closing Date, as calculated by the Stockholders’ RepresentativeStatement.

Dispute Notice. In Each COD Model (and the event Initial COD Purchase Price Adjustment reflected therein) will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Stockholders’ Representative either advises Buyer failed to calculate the Parent Initial COD Purchase Price Adjustment in writing that the Stockholders have no objections accordance with this Agreement and provides a Dispute Notice to the Closing Date Financial Statements or if Buyer no later than the Stockholders’ Representative otherwise fails twentieth (20th) Business Day after the payment of the applicable Initial COD Purchase Price Adjustment (for clarity, the right to deliver a Dispute Notice shall not arise until the payment of the applicable Initial COD Purchase Price Adjustment has occurred); provided that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the Parent within forty-five work papers and other books and records of the applicable Group Companies and any accountants, experts, consultants or financial advisers retained by such Group Companies for purposes of assisting the Seller and its Representatives in its review of the such COD Model, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (4520) calendar Business Day period will be automatically extended by the lesser of (x) the number of days following between receipt of the request for such reasonably access and the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash such access is provided and Cash Equivalents and Adjusted Debt (y) ten (10) Business Days. Any Dispute Notice must set forth therein, shall be deemed to be and shall become final, binding and conclusive in reasonable detail (A) any item on all of the parties hereto. In the event such COD Model that the Stockholders’ Representative does Seller reasonably believes in good faith has not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not been prepared in accordance with this Agreement and its calculation of the terms set forth correct amount of such item, (B) the Seller’s resulting calculation of the COD Purchase Price Adjustment for such Project, in this Agreementeach case of clauses (A) and (B), together with reasonable supporting information, including the Stockholders’ Representative shallwork papers and other books and records of the Seller and its Affiliates and any accountants, within forty-five experts, consultants or financial advisers retained by the Seller or its Affiliates for purposes preparing such alternative calculations, and (45C) calendar days following the date amount by which, based on which the Parent delivers the Closing Date Financial Statements such calculation and with respect to the Stockholders’ RepresentativeInitial COD Purchase Price Adjustment, prepare (1) the Buyer underpaid or (2) the Seller Parties overpaid. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and deliver binding on the Parties and Seller Parent upon delivery to the Parent a written notice Buyer of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made such later date as determined in accordance with this Section 1.12 believed proper by 2.07(b) if the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt Buyer does not provide reasonable access as of the close of business on the day immediately prior required pursuant to the Closing Date, as calculated by the Stockholders’ Representativethis Section 2.07(b).

Dispute Notice. In A “Non-Monetary Default” is any Default or Event of Default that does not involve the event that the Stockholders’ Representative either advises the Parent payment or Rent, Additional Rent, or some other liquidated sum required to be paid by Tenant under this Lease. Notwithstanding any provision in writing that the Stockholders have no objections this Lease to the Closing Date Financial Statements contrary, if (i) Landlord delivers to Tenant notice of a Non-Monetary Default (a “Non-Monetary Default Notice”), and if Tenant disputes any matters set out in such Non-Monetary Default Notice, or (ii) if a UT Sublease is in effect and U.T. receives a copy of any a Non-Monetary Default Notice and U.T. disputes any matters set out in such Non-Monetary Default Notice, then Tenant, U.T., or Landlord, as the Stockholders’ Representative otherwise fails to deliver a Dispute Notice to the Parent within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representativecase may be, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash and Cash Equivalents and Adjusted Debt set forth therein, shall be deemed to be and shall become final, binding and conclusive on all of the parties hereto. In the event that the Stockholders’ Representative does not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not prepared in accordance with the terms set forth in this Agreement, the Stockholders’ Representative shall, within forty-five (45) calendar days following the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, prepare and may deliver to the Parent other Parties a written notice of dispute (the “Dispute Notice”) stating the matter or matters that are disputed (collectively, the “Dispute”), which . Upon delivery of a Dispute Notice shall and during the pendency of the Dispute Resolution, (i) identify (to the extent events described in the Non-Monetary Default Notice shall not constitute an Event of information available to Default or a Landlord Default, as the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements case may be, and (ii) the applicable cure periods for the default which is the subject to the extent possibleDispute shall be tolled until the conclusion of the Dispute Resolution as provided in this Article XIX, at which time the applicable cure period will resume, provided, in no event shall such cure period be less than ten (10) days. If the Dispute is based on any matters set forth in a Non-Monetary Default Notice, then the Cash Merger Consideration adjustment, if any, to Dispute Notice must be made in accordance with this Section 1.12 believed proper by sent within ten (10) Business Days after the Stockholders’ Representative date of Tenant’s receipt of the Non- Monetary Default Notice. If the Dispute is based on any alleged default by Landlord, then the amount Dispute Notice must be sent within ten (10) Business Days after the date of Cash and Cash Equivalents and Adjusted Debt as Landlord’s receipt of written notice of the close of business on the day immediately prior to the Closing Date, as calculated by the Stockholders’ Representativealleged default.

Dispute Notice. In Each Permanent Financing Model (and the event Initial Permanent Financing Purchase Price Adjustment reflected therein) will be final, conclusive and binding on the Parties and Seller Parent unless the Seller reasonably determines in good faith that the Stockholders’ Representative either advises Buyer failed to calculate the Parent Initial Permanent Financing Purchase Price Adjustment in writing that the Stockholders have no objections to the Closing Date Financial Statements or if the Stockholders’ Representative otherwise fails to deliver accordance with this Agreement and provides a Dispute Notice to the Parent within forty-five Buyer no later than the twentieth (4520th) calendar Business Day after the Buyer’s delivery of the applicable Permanent Financing Model; provided that, during such period, the Buyer will afford the Seller and its Representatives reasonable access to the work papers and other books and records of applicable Group Companies and any accountants, experts, consultants or financial advisers retained by such Group Companies for purposes of assisting the Seller and its Representatives in its review of such Permanent Financing Model, in each case, with such access to be in accordance with applicable confidentiality obligations of Buyer or the Group Companies and effected in a manner designed to not unreasonably interfere with the normal business operations of the Buyer and the Group Companies; provided further that such twenty (20) Business Day period will be automatically extended by the lesser of (x) the number of days following between receipt of the request for such reasonably access and the date on which the Parent delivers the Closing Date Financial Statements to the Stockholders’ Representative, the Closing Date Financial Statements prepared by the Parent, including the amount of Cash such access is provided and Cash Equivalents and Adjusted Debt (y) ten (10) Business Days. Any Dispute Notice must set forth therein, shall be deemed to be and shall become final, binding and conclusive in reasonable detail (A) any item on all of the parties hereto. In the event such Permanent Financing Model that the Stockholders’ Representative does Seller reasonably believes in good faith has not believe that the Closing Date Financial Statements as prepared by the Parent properly reflect all or any portion of Cash and Cash Equivalents or Adjusted Debt as of the close of business on the day immediately prior to the Closing Date or that the Closing Date Financial Statements were not been prepared in accordance with this Agreement and its calculation of the terms set forth correct amount of such item and (B) the Seller’s resulting calculation of the Permanent Financing Purchase Price Adjustment for such Project, in this Agreementeach case, together with reasonable supporting information, including the Stockholders’ Representative shallwork papers and other books and records of the Seller and its Affiliates and any accountants, within forty-five (45) calendar days following experts, consultants or financial advisers retained by the date Seller or its Affiliates for purposes preparing such alternative calculations. Any item or amount to which no dispute is raised in the Dispute Notice will be final, conclusive and binding on which the Parties and Seller Parent delivers the Closing Date Financial Statements upon delivery to the Stockholders’ Representative, prepare and deliver to Buyer of the Parent a written notice of dispute (the “Dispute Notice”), which Dispute Notice shall (i) identify (to the extent of information available to the Stockholders’ Representative or his representatives) the basis upon which the Stockholders’ Representative disputes the Closing Date Financial Statements and (ii) to the extent possible, set forth the Cash Merger Consideration adjustment, if any, to be made such later date as determined in accordance with this Section 1.12 believed proper by 2.08(b) if the Stockholders’ Representative based on the amount of Cash and Cash Equivalents and Adjusted Debt Buyer does not provide reasonable access as of the close of business on the day immediately prior required pursuant to the Closing Date, as calculated by the Stockholders’ Representativethis Section 2.08(b).