Common use of Dispute Notice Clause in Contracts

Dispute Notice. In the event the Stakeholder Representative does not timely deliver a Dispute Notice within forty-five (45) days following receipt of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectively. In the event that the Stakeholder Representative timely delivers a Dispute Notice to the Company, the Company and the Stakeholder Representative shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the amounts shown in the Preliminary Closing Statement shall be made in accordance with the agreement of the Company and the Stakeholder Representative. If the Company and the Stakeholder Representative are unable to resolve any such dispute within thirty (30) days (or such longer period as the Company and the Stakeholder Representative shall mutually agree in writing) of the Company’s Receipt of such Dispute Notice, the remaining items in such dispute shall promptly thereafter be submitted to the Independent Accounting Firm for resolution, and the resolution of the Independent Accounting Firm shall be final and binding on the parties. The Independent Accounting Firm shall consider only those items and amounts as to which the Company and the Stakeholder Representative have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely upon information submitted to it by the Company or the Stakeholder Representative and other information available to the Independent Account Firm. The Independent Accounting Firm shall be instructed to use its reasonable best efforts to deliver to the Company and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Company and forty percent (40%) of the costs would be borne by the Stakeholder Representative). The Stakeholder Representative and the Company shall pay the fees and expenses of the Independent Accounting Firm as so allocated.

Dispute Notice. If no Dispute Notice is delivered to the Surviving Corporation within thirty (30) days after delivery of the Preliminary Closing Statement to the Stakeholder Representative, the Preliminary Closing Statement as prepared by the Surviving Corporation will be final, binding and non-appealable by the parties hereto. In the event that the Stakeholder Representative does not timely deliver delivers a Dispute Notice within forty-five to the Surviving Corporation on or before the thirtieth (4530th) days day following receipt of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectively. In the event that the Stakeholder Representative timely delivers a Dispute Notice to the Company, the Company Surviving Corporation and the Stakeholder Representative shall cooperate in good faith to resolve such dispute any disputed matters therein as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the amounts shown in the Preliminary Closing Statement shall be made in accordance with the agreement of the Company Surviving Corporation and the Stakeholder Representative. If the Company Surviving Corporation and the Stakeholder Representative are unable to resolve any such dispute disputed matters within thirty twenty (3020) days (or such longer period as the Company Surviving Corporation and the Stakeholder Representative shall mutually agree in writing) of following the CompanyStakeholder Representative’s Receipt delivery of such Dispute Notice, the remaining items in such dispute shall promptly thereafter be submitted to the Independent Accounting Firm for resolution, and the resolution of the Independent Accounting Firm shall be final and binding on the parties, absent manifest mathematical error. The Independent Accounting Firm shall consider only those items and amounts as to which the Company Surviving Corporation and the Stakeholder Representative have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely only upon information submitted to it by the Company Surviving Corporation or the Stakeholder Representative, and may not review or consider any offers exchanged between the Surviving Corporation and the Stakeholder Representative, or any of their Representatives, with respect to items in the Dispute Notice that remain in dispute, nor may the Surviving Corporation nor the Stakeholder Representative and other information available to engage in any ex parte conferences with the Independent Account Accounting Firm. In resolving any disputed item, the Independent Accounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Independent Accounting Firm shall be instructed to use its commercially reasonable best efforts to deliver to the Company Surviving Corporation and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days of following submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to one thousand dollars ($1,000 1,000) and the Independent Accounting Firm awards six hundred dollars ($600 600) in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Company Surviving Corporation and forty percent (40%) of the costs would be borne by the Stakeholder Representative). The Stakeholder Representative and Notwithstanding any provisions hereof to the Company shall pay the fees and expenses of contrary, the Independent Accounting Firm shall be deemed to be acting as so allocatedan expert and not as an arbitrator.

Dispute Notice. In The Working Capital Statement will be final, conclusive and binding on the event Parties unless PBMMI provides a written notice (a “Dispute Notice”) to Buyer no later than the Stakeholder Representative does not timely deliver a Dispute Notice within forty-five twentieth (4520th) days following receipt day after delivery of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital and Statement setting forth in reasonable detail (a) any item on the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectively. In the event that the Stakeholder Representative timely delivers a Dispute Notice to the Company, the Company and the Stakeholder Representative shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the amounts shown in the Preliminary Closing Statement shall be made which PBMMI believes has not been prepared in accordance with the agreement of Accounting Principles and (b) the Company and the Stakeholder Representative. If the Company and the Stakeholder Representative are unable to resolve any such dispute within thirty (30) days (or such longer period as the Company and the Stakeholder Representative shall mutually agree in writing) of the Company’s Receipt correct amount of such item in accordance with the Accounting Principles. Any item or amount to which no dispute is raised in the Dispute NoticeNotice will be final, the remaining items in such dispute shall promptly thereafter be submitted to the Independent Accounting Firm for resolution, and the resolution of the Independent Accounting Firm shall be final conclusive and binding on the partiesParties. Buyer and PBMMI will attempt to resolve the matters raised in a Dispute Notice in good faith. Ten (10) Business Days after delivery of the Dispute Notice, either Buyer or PBMMI may provide written notice to the other that it elects to submit the disputed items to a nationally recognized independent accounting firm mutually agreed upon by Buyer and PBMMI (the “Working Capital Referee”). The Independent Accounting Firm shall consider Working Capital Referee will promptly review only those items and amounts as specifically set forth and objected to which in the Company Dispute Notice and resolve the Stakeholder Representative have disagreed within dispute with respect to each such specific item and amount in accordance with the time periods and on Accounting Principles; provided, however, that the terms specified above. In making Working Capital Referee shall not assign a value to any item greater than the greatest value for such determinationitem, or lower than the Independent Accounting Firm may rely upon information submitted to it by the Company or the Stakeholder Representative and other information available lowest value of such item, claimed in any notice of disagreement presented to the Independent Account Firmsuch Working Capital Referee pursuant hereto. The Independent Accounting Firm shall be instructed to use its reasonable best efforts to deliver to the Company and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Company and forty percent (40%) of the costs would be borne by the Stakeholder Representative). The Stakeholder Representative and the Company shall pay the fees and expenses of the Independent Accounting Firm as so allocatedWorking Capital Referee will be shared equally by PBMMI and Buyer, and the decision of the Working Capital Referee with respect to the items of the Working Capital Statement submitted to it will be final, conclusive and binding on the Parties. Each of the Parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Working Capital Referee and to cause the Working Capital Referee to resolve any dispute no later than thirty (30) Business Days after selection of the Working Capital Referee.

Dispute Notice. In the event that the Stakeholder Holders Representative Committee does not timely deliver a Dispute Notice within forty-five (45) days following receipt agree with or desires to investigate the calculation of the Preliminary Closing Statement, then Sales Milestone Payment Amount set forth on the Preliminary Closing Net IndebtednessSales Milestone Payment Certificate, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount Holders Representative Committee shall be deemed entitled, during the Sales Milestone Payment Audit Period, to be the Final Closing Net Indebtednessgive Parent written notice (a “Dispute Notice”), the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectivelyof such disagreement or desire. In the event that the Stakeholder Holders Representative timely delivers a Dispute Notice to the CompanyNotice, the Company and date by which Parent shall be obligated to deliver the Stakeholder Representative shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the amounts shown Sales Milestone Payment reflected in the Preliminary Closing Statement Sales Milestone Payment Certificate shall not be extended, but the date by which Parent shall be made in accordance with the agreement obligated to deliver any additional increment of Sales Milestone Payment determined as a result of the Company and Sales Milestone Payment Audit, shall be extended until the Stakeholder Representative. If the Company and the Stakeholder Representative are unable to resolve any such dispute within date that is thirty (30) days (or such longer period as following the Company and the Stakeholder Representative shall mutually agree in writing) final determination of the Company’s Receipt disputed Sales Milestone Payment Amount pursuant to the provisions of such Sections 2.7(f) and 2.7(g) below. In the event that the Holders Representative Committee does not deliver a Dispute NoticeNotice during the Sales Milestone Payment Audit Period, the remaining items Sales Milestone Payment Amount set forth on the Sales Milestone Payment Certificate shall irrevocably be deemed to be the final Sales Milestone Payment Amount for all purposes of this Agreement, absent fraud or intentional misconduct, or the discovery after the expiration of the Sales Milestone Payment Dispute Period of a material fact in existence at such dispute shall promptly thereafter be submitted time and not disclosed by Parent to the Independent Accounting Firm for resolution, and Holders Representative Committee in the resolution of the Independent Accounting Firm shall be final and binding on the parties. The Independent Accounting Firm shall consider only those items and amounts as to which the Company and the Stakeholder Representative have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely upon information submitted to it by the Company or the Stakeholder Representative and other information available to the Independent Account Firm. The Independent Accounting Firm shall be instructed to use its reasonable best efforts to deliver to the Company and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Company and forty percent (40%) of the costs would be borne by the Stakeholder Representative). The Stakeholder Representative and the Company shall pay the fees and expenses of the Independent Accounting Firm as so allocatedSales Milestone Payment Certificate.

Dispute Notice. In The Acquired Companies, the event Buyer and GMCR shall (i) permit the Stakeholder Representative does not timely deliver a Dispute Notice within forty-five Seller and its representatives to have full access to the books, records and other documents (45including work papers, schedules, financial statements, memoranda, etc.) days following receipt pertaining to or used in connection with the preparation of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectively. In the event that the Stakeholder Representative timely delivers a Dispute Notice to the Company, the Company and the Stakeholder Representative shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the amounts shown Adjustment Statement and provide the Seller with copies thereof (as reasonably requested by the Seller) and (ii) provide the Seller and its representatives full access during regular business hours to the Buyer’s and the Acquired Companies’ employees and accountants as reasonably requested by the Seller (including making the Acquired Companies’ chief financial officer and accountants available to respond to reasonable written or oral inquiries of the Seller or its representatives). The Adjustment Statement will be final, conclusive and binding on the parties unless the Seller provides a written notice (a “Dispute Notice”) to Buyer no later than the sixtieth (60th) day after delivery of the Adjustment Statement setting forth in reasonable detail (a) any item on the Preliminary Closing Adjustment Statement shall be made which the Seller believes has not been prepared in accordance with the agreement of the Company Accounting Principles and the Stakeholder Representative. If terms hereof and (b) the Company correct amount of such item in accordance with the Accounting Principles and the Stakeholder Representative are unable terms hereof. Any item or amount to resolve any such which no dispute within thirty (30) days (or such longer period as is raised in the Company and the Stakeholder Representative shall mutually agree in writing) of the Company’s Receipt of such Dispute NoticeNotice will be final, the remaining items in such dispute shall promptly thereafter be submitted to the Independent Accounting Firm for resolution, and the resolution of the Independent Accounting Firm shall be final conclusive and binding on the parties. The Independent Accounting Firm shall consider only those items and amounts as to which the Company Buyer and the Stakeholder Representative have disagreed within Seller will attempt to resolve the time periods and on the terms specified abovematters raised in a Dispute Notice in good faith. In making such determination, the Independent Accounting Firm may rely upon information submitted event that the Buyer and Seller are unable to it by the Company or the Stakeholder Representative and other information available to the Independent Account Firm. The Independent Accounting Firm shall be instructed to use its reasonable best efforts to deliver to the Company and the Stakeholder Representative a written report setting forth the resolution of each disputed matter resolve all disagreements within thirty (30) days of submission after delivery of the Preliminary Closing Balance Sheet Dispute Notice, either GMCR or the Seller may submit the disputed items to FTI Consulting or such other nationally recognized valuation firm chosen jointly by GMCR and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by Seller (the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Company and forty percent (40%) of the costs would be borne by the Stakeholder Representative“Referee”). The Stakeholder Representative 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 the Accounting Principles and the Company terms hereof; provided, that the Referee shall pay not assign a value to any item greater than the greatest value for such item, or lower than the lowest value of such item, claimed in any notice of disagreement presented to the such Referee pursuant hereto. The fees and expenses of the Independent Accounting Firm as so allocatedReferee will be divided between the Seller and the Buyer based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The decision of the Referee with respect to the items of the Adjustment Statement submitted to it will be final, conclusive and binding on the parties. Each of the parties to this Agreement agrees to use its commercially reasonable efforts to cooperate with the Referee and to cause the Referee to resolve any dispute no later than sixty (60) days after selection of the Referee.

Dispute Notice. In the event that the Stakeholder Holders Representative does not timely deliver a Dispute Notice within forty-five (45) days following receipt agree with or desires to investigate the calculation of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtednessany Contingent Payment Amount set forth on any Contingent Payment Certificate, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount Holders Representative shall be deemed entitled, during the Contingent Payment Audit Period, to be the Final Closing Net Indebtednessgive Parent written notice (a "Dispute Notice"), the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectivelyof such disagreement or desire. In the event that the Stakeholder Holders Representative timely delivers a Dispute Notice to the CompanyNotice, the Company and the Stakeholder Representative date by which Parent shall cooperate in good faith be obligated to resolve such dispute as promptly as practicable and, upon such resolution, if any, deliver any adjustments to the Preliminary Closing Balance Sheet and the amounts shown Contingent Earn-Out Payment or Sales-Based Milestone Payment reflected in the Preliminary Closing Statement Contingent Payment Certificate shall not be extended, but the date by which Parent shall be made in accordance with the agreement obligated to deliver any additional increment of Contingent Earn-Out Payment or Sales-Based Milestone Payment determined as a result of the Company and Contingent Payment Audit, shall be extended until the Stakeholder Representative. If the Company and the Stakeholder Representative are unable to resolve any such dispute within date that is thirty (30) days (following the final determination of any and all disputed Contingent Payment Amounts pursuant to the provisions of Sections 2.7(j) and 2.7(k) below. In the event that the Holders Representative does not deliver a Dispute Notice during the Contingent Payment Audit Period, all Contingent Payment Amounts set forth on such Contingent Payment Certificate shall irrevocably be deemed to be the final Contingent Payment Amounts for such Contingent Earn-Out Payment Year and all purposes of this Agreement, absent fraud or such longer period as intentional misconduct, or the Company and discovery after the Stakeholder Representative shall mutually agree in writing) expiration of the Company’s Receipt Contingent Payment Dispute Period of a material fact in existence at such Dispute Noticetime that was required to be, the remaining items in such dispute shall promptly thereafter be submitted but was not, disclosed by Parent to the Independent Accounting Firm for resolution, and Holders Representative in the resolution of the Independent Accounting Firm shall be final and binding on the parties. The Independent Accounting Firm shall consider only those items and amounts as to which the Company and the Stakeholder Representative have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely upon information submitted to it by the Company or the Stakeholder Representative and other information available to the Independent Account Firm. The Independent Accounting Firm shall be instructed to use its reasonable best efforts to deliver to the Company and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Company and forty percent (40%) of the costs would be borne by the Stakeholder Representative). The Stakeholder Representative and the Company shall pay the fees and expenses of the Independent Accounting Firm as so allocatedContingent Payment Certificate.

Dispute Notice. In The Closing Working Capital Statement shall be final and binding upon the event Parties for all purposes hereof unless the Stakeholder Vendors’ Representative does not timely deliver shall have notified the Purchaser in writing (a “Dispute Notice within forty-five (45Notice”) days following receipt no later than the Dispute Date that it disputes the Closing Working Capital Statement, which notice shall set forth in reasonable detail the basis of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital objection and the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital dollar amount of such dispute. The Vendors’ Representative and the Final Unpaid Transaction Expenses, respectively. In the event that the Stakeholder Representative timely delivers a Dispute Notice to the Company, the Company and the Stakeholder Representative Purchaser shall cooperate in good faith then use reasonable efforts to resolve such dispute as promptly as practicable and, upon disagreement for a period of 15 Business Days following the giving of such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the amounts shown in the Preliminary Closing Statement shall be made in accordance with the agreement of the Company and the Stakeholder Representativenotice. If the Company Purchaser and the Stakeholder Vendors’ Representative are unable to resolve any agree on the Closing Working Capital within such dispute within thirty (30) days (or such longer period as 15 Business Days, the Company Purchaser and the Stakeholder Vendors’ Representative shall mutually agree in writing) of refer the Company’s Receipt of such Dispute Notice, the remaining items in such dispute shall promptly thereafter be submitted to the Independent Accounting Firm for resolution, determination. The Purchaser and the resolution Vendors’ Representative shall furnish the Accounting Firm with such information and records as the Accounting Firm may reasonably require and otherwise provide the Accounting Firm with all reasonable cooperation so as to enable the Accounting Firm to confirm a determination of the Independent Closing Working Capital. The Purchaser and the Vendors’ Representative will direct the Accounting Firm to use its best efforts to render its determination within 20 Business Days after the referral of the matter to it. The Accounting Firm shall consider only the disputed matters that were properly included in the Dispute Notice and the Accounting Firm may not assign a value to any item in dispute greater than the greatest value assigned by the Purchaser, on the one hand, or the Vendors, on the other hand, or less than the smallest value for such item assigned by the Purchaser, on the one hand, or the Vendors, on the other hand. The cost of any fees payable to the Accounting Firm for its services in determining such amounts as contemplated herein shall be paid by the Party whose calculation of the Closing Working Capital differs the most from the determination made by the Accounting Firm. Any determination of amounts under this Section 2.9 made by the Accounting Firm shall be final and binding on upon the parties. The Independent Accounting Firm shall consider only those items and amounts as to which the Company and the Stakeholder Representative have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely upon information submitted to it by the Company or the Stakeholder Representative and other information available to the Independent Account Firm. The Independent Accounting Firm shall be instructed to use its reasonable best efforts to deliver to the Company and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Company and forty percent (40%) of the costs would be borne by the Stakeholder Representative). The Stakeholder Representative and the Company shall pay the fees and expenses of the Independent Accounting Firm as so allocatedParties for all purposes hereof.

Dispute Notice. In the event the Stakeholder Representative does not timely deliver a Dispute Notice within forty-five (45) days following receipt of the Preliminary Closing Statement, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction ExpensesExpense Amount, respectively. In the event that the Stakeholder Representative timely delivers a Dispute Notice to the Company, the Company and the Stakeholder Representative shall cooperate in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the amounts shown in the Preliminary Closing Statement shall be made in accordance with the agreement of the Company and the Stakeholder Representative. If the Company and the Stakeholder Representative are unable to resolve any such dispute within thirty (30) days (or such longer period as the Company and the Stakeholder Representative shall mutually agree in writing) of the Company’s Receipt delivery to the Company of such Dispute Notice, the remaining items in such dispute shall promptly thereafter be submitted to the Independent Accounting Firm for resolution, and the resolution of the Independent Accounting Firm shall be final and binding on the partiesParties. The Independent Accounting Firm shall consider only those items and amounts as to which the Company and the Stakeholder Representative have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely only upon information submitted to it by the Company or the Stakeholder Representative and other information available to Representative. In resolving any disputed item, the Independent Account FirmAccounting Firm shall not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Independent Accounting Firm shall be instructed to use its commercially reasonable best efforts to deliver to the Company and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Company and forty percent (40%) of the costs would be borne by the Stakeholder Representative). The Stakeholder Representative (on behalf of the Holders) and the Company shall pay the fees and expenses of the Independent Accounting Firm as so allocated.

Dispute Notice. In If the event settlement of a disagreement is beyond the Stakeholder Representative does not timely deliver authority allowed the Project Managers under this Agreement, or if a disagreement has in the opinion of either Party persisted for an undue length of time, either Party may submit a written Notice to the other Party that the Parties will commence the procedure set forth in this Article to resolve the Dispute (“Dispute Notice”).The Dispute Notice within forty-five shall include: (45i) days following detailed factual information in support of the submitting Party’s position; (ii) the specific Agreement provisions on which the Dispute is based; and (iii) if the Dispute involves a cost adjustment, state the exact amount of the cost adjustment accompanied by all records supporting the submitting Party’s position. The Dispute shall include a written statement signed by an authorized representative of the submitting Party indicating that the Dispute Notice is made in good faith, that the supporting data and documents are accurate and complete, and that the amount requested, if any, accurately reflects the adjustment for which the submitting Party believes the other Party is responsible. To assist the other Party in its review of the Dispute, the submitting Party shall promptly comply with reasonable requests for additional information. Dispute Notice Response. Within fifteen (15) Days of receiving the Dispute Notice, the receiving Party shall provide a written response to the submitting Party’s Dispute Notice (“Dispute Notice Response”). The Dispute Notice Response shall include: (i) detailed factual information and supporting documentation in support of the receiving Party’s position; and (ii) if the Dispute involves a cost adjustment, state the exact amount that the receiving Party believes is at issue accompanied by all records supporting the receiving Party’s position. Senior Level Negotiations. If after fifteen (15) Days of receipt of the Preliminary Closing StatementDispute Notice Response by the submitting Party, then the Preliminary Closing Net Indebtedness, the Preliminary Net Working Capital and the Preliminary Unpaid Transaction Expense Amount shall be deemed to be the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectively. In or in the event that the Stakeholder Representative timely delivers receiving Party fails to submit a Dispute Notice Response, either Party may, by providing written Notice to the Companyother Party, request that the Company Dispute be resolved by direct negotiations between senior level negotiators of the Parties (“Senior Level Negotiations Notice”). The senior level negotiators shall meet in person or by phone as often as they deem reasonably necessary to exchange information and the Stakeholder Representative shall cooperate in good faith attempt to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments to the Preliminary Closing Balance Sheet and the amounts shown in the Preliminary Closing Statement shall be made in accordance with the agreement of the Company and the Stakeholder Representative. If the Company and the Stakeholder Representative are unable to resolve any such dispute Dispute within thirty (30) days (or such longer period as after the Company and the Stakeholder Representative shall mutually agree in writing) of the Company’s Receipt of such Dispute Notice, the remaining items in such dispute shall promptly thereafter be submitted Senior Level Negotiations Notice requesting their involvement is given to the Independent Accounting Firm for resolution, and other Party. Mediation/Litigation. If the senior level negotiations do not result in resolution of the Independent Accounting Firm Dispute, either Party may pursue any legally available remedy, however, nothing herein shall be final and binding on prohibit the partiesParties from mutually agreeing to resolve any Dispute through mediation. The Independent Accounting Firm shall consider only those items and amounts as to which the Company and the Stakeholder Representative have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely upon information submitted to it by the Company or the Stakeholder Representative and other information available to the Independent Account Firm. The Independent Accounting Firm shall be instructed to use its reasonable best efforts to deliver to the Company and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty percent (60%) of the costs of its review would be borne by the Company and forty percent (40%) of the costs would be borne by the Stakeholder Representative). The Stakeholder Representative and the Company shall pay the fees and expenses of the Independent Accounting Firm as so allocated.

Dispute Notice. In If (A) Seller delivers a Defect Rejection Notice for an alleged Title Defect and following the event negotiations in good faith required by Section 6.02(c), Seller and Buyer are not in agreement as to (i) the Stakeholder Representative does existence of or value attributable to an Asserted Defect or Title Benefit, or (ii) the amount of any adjustments to be made to the Purchase Price in respect of any Asserted Defect or Title Benefit, or (B) if Seller elects to cure an Asserted Defect, Seller and Buyer are not timely deliver a Dispute Notice within forty-five in agreement as to whether or to what extent an Asserted Defect has been cured, then Seller and Buyer will submit the dispute to arbitration as provided in this Section following written notice from one Party to the other Party on or before the date thirty (4530) days following receipt the end of the Preliminary Closing StatementCure Period that such Party is initiating dispute resolution in accordance with this Section, then such notice to describe in reasonable detail the Preliminary Closing Net Indebtednessnature and specifics of the dispute (a “Dispute Notice”). Buyer, the Preliminary Net Working Capital with respect to Asserted Defects, and the Preliminary Unpaid Transaction Expense Amount Seller, with respect to Title Benefits, shall be deemed to be have conclusively waived any unresolved Asserted Defect, or cure thereof, or any unresolved Title Benefit, with respect to which the Final Closing Net Indebtedness, the Final Net Working Capital and the Final Unpaid Transaction Expenses, respectively. In the event that the Stakeholder Representative timely delivers applicable Party has not delivered a Dispute Notice to the Companyother Party on or before the date thirty (30) days following the end of the Cure Period Dispute Procedure. Following delivery of a Dispute Notice, the Company and applicable dispute shall be resolved through the Stakeholder Representative shall cooperate binding dispute resolution process set forth in good faith to resolve such dispute as promptly as practicable and, upon such resolution, if any, any adjustments this Section by submission to the Preliminary Closing Balance Sheet and the amounts shown in the Preliminary Closing Statement shall be made in accordance with the agreement of the Company and the Stakeholder RepresentativeConsultant. If the Company Seller and the Stakeholder Representative Buyer are unable to resolve any such dispute agree on a Consultant within thirty (30) days (or such longer period as the Company and the Stakeholder Representative shall mutually agree in writing) after receipt of the Company’s Receipt of such Dispute Noticeinitiating notice, then Seller and Buyer agree to have the remaining items in such dispute shall promptly thereafter be submitted to Consultant selected by the Independent Accounting Firm for resolution, and the resolution American Arbitration Association. The cost of the Independent Accounting Firm Consultant and American Arbitration Association shall be final and binding on the parties. The Independent Accounting Firm shall consider only those items and amounts as to which the Company and the Stakeholder Representative have disagreed within the time periods and on the terms specified above. In making such determination, the Independent Accounting Firm may rely upon information submitted to it by the Company or the Stakeholder Representative and other information available to the Independent Account Firm. The Independent Accounting Firm shall be instructed to use its reasonable best efforts to deliver to the Company and the Stakeholder Representative a written report setting forth the resolution of each disputed matter within thirty (30) days of submission of the Preliminary Closing Balance Sheet and the Preliminary Closing Statement to it and, in any case, as promptly as practicable after such submission. The determination made by the Independent Accounting Firm shall not exceed or be less than the amounts proposed by the Company and the Stakeholder Representative, as applicable. The Independent Accounting Firm will determine the allocation of the cost of its review and report based on the inverse of the percentage its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Accounting Firm. (For example, should the items in dispute total in amount to $1,000 and the Independent Accounting Firm awards $600 in favor of the Stakeholder Representative’s position, sixty paid fifty percent (6050%) of the costs of its review would be borne by the Company Seller and forty fifty percent (4050%) of the costs would be borne by the Stakeholder Representative). The Stakeholder Representative and the Company shall pay the fees and expenses of the Independent Accounting Firm as so allocated.