Common use of Dispute Clause in Contracts

Dispute. Within 30 days following receipt by TAT of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may deliver a written objection notice to Buyer of any disagreement TAT has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Dispute. Within 30 days following receipt by TAT Seller of the Final Effective Date Balance Sheets and the Final Net Working Capital Closing Statement, TAT may Seller shall deliver a written objection notice to Buyer of any disagreement TAT dispute it has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreementClosing Statement. If TAT Seller does not provide an Objection Notice notify Buyer of a dispute with respect to Buyer the Closing Statement within such 30-30 day period, such Final Effective Date Balance Sheets and Final Net Working Capital Closing Statement will be final, conclusive and binding on the partiesParties. In the event an Objection Notice is of a timely provideddispute notification, Buyer and TAT Seller shall negotiate in good faith to resolve the such dispute for a period of 30 days following such dispute notification. Any resolution reduced to writing and executed by Buyer and Seller during such 30 day period as to any disputed items identified in will be final, conclusive and binding on the Objection NoticeParties for purposes of this Section 2.5. If Buyer and TAT, notwithstanding Seller do not resolve all disputed items by the end of such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Noticeday period, then Buyer and TAT shall jointly engage Seller will, and each acting individually will have the firm of Deloitte LLPright to, or, if Deloitte submit for resolution the remaining items in dispute to PricewaterhouseCoopers LLP is not then independent of (the “Independent Accounting Firm”). Buyer and TAT or is not reasonably available Seller will instruct the Independent Accounting Firm to so actrender its determination with respect to the items in dispute in a written report that specifies the conclusions of the Independent Accounting Firm as to each item in dispute and the resulting calculation of any adjustments under this Section 2.5, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer it being understood and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, agreed that the Arbitration Independent Accounting Firm shall will evaluate and determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by adjustments in accordance with the terms of this Agreement and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) will not assign a any value to any item greater than the greatest value claimed for such item claimed by either party Buyer in the Closing Statement or Seller in a dispute notice or less than the smallest value claimed for such item claimed by either partyBuyer in the Closing Statement or Seller in a dispute notice. Neither TAT Buyer and SellersSeller will each use commercially reasonable efforts to cause the Independent Accounting Firm to render its determination within 30 days after referral of the items to such firm or as soon thereafter as reasonably practicable. The Independent Accounting Firm’s determination of the calculation of any adjustments under this Section 2.5 as set forth in its report will be final, on one hand, nor Buyer, conclusive and binding on the other hand, (and none Parties for purposes of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATthis Section 2.5. The fees, costs and expenses Independent Accounting Firm will determine the allocation of the Arbitration Firm shall be allocated to cost of its review and borne by Buyer, on the one hand, and TAT, on the other hand, report based on the inverse of the percentage that the Arbitration Firm’s its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Independent Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Independent Accounting Firm awards award $600 in favor of BuyerSeller’s position, 60% of the costs of its review would be borne by TAT Buyer and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforcedSeller.

Dispute. Within 30 ten (10) days following receipt by TAT the Seller Representative of the Final Effective Date Balance Sheets and the Final Net Working Capital Cash Statement, TAT may Seller Representative shall deliver a written objection notice to Buyer of any disagreement TAT dispute it has with respect to the preparation or content of the Cash Statement. Seller Representative shall not dispute the accounting principles and adjustments used in preparing the Cash Statement and Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (Cash if such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement principles and adjustments are consistent with which TAT disagrees and must briefly describe the basis for any such disagreementGAAP. If TAT Seller Representative does not provide an Objection Notice notify Buyer of a dispute with respect to Buyer the Cash Statement within such 30-day ten (10)-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Cash Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely providedof such notification of a dispute, Buyer and TAT the Seller Representative shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If Buyer and TAT, the Seller Representative notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute within 30 thirty (30) days after Buyer’s receipt the Seller Representative advises Buyer of an Objection Noticeits objections, then Buyer and TAT the Seller Representative jointly shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT PricewaterhouseCoopers or is not reasonably available to so act, then such other nationally recognized independent accounting firm as may be mutually acceptable to Buyer and TAT the Seller Representative (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; providedsuch dispute. As promptly as practicable thereafter, that Buyer and the Seller Representative shall each prepare and submit a presentation to the Arbitration Firm. As soon as practicable thereafter, Buyer and the Seller Representative shall cause the Arbitration Firm shall determine only to choose one of the disputed items identified in parties positions based solely upon the Objection Notice that remain unresolved following presentations by Buyer and the 30-day period described in this sentenceSeller Representative. In addition, in resolving any such disputed items, The party whose position is not accepted by the Arbitration Firm shall (i) will be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral responsible for all of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs fees and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall will be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Dispute. Within 30 thirty (30) days following receipt by TAT Seller of the Final Effective Date Balance Sheets and the Final Net Working Capital applicable Post-Closing Statement, TAT may deliver a Seller shall Deliver written objection notice to Buyer Parent of any disagreement TAT dispute Seller has with respect to the preparation or content Parent’s calculation of the Final Effective Date Balance Sheets and/or applicable Interim Period Management Fees (the Final Net Working Capital Statement (such notice, an “Objection Dispute Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT Seller does not provide an Objection Deliver a Dispute Notice to Buyer within such thirty (30-) day period, Parent’s determination of such Final Effective Date Balance Sheets and Final Net Working Capital Interim Period Management Fees as set forth in such Post-Closing Statement will be final, conclusive and binding on the partiesParties. In the event an Objection Seller does timely Deliver a Dispute Notice is timely providedwith respect to such Post-Closing Statement, Buyer Parent and TAT Seller shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If Buyer Parent and TATSeller, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute within 30 fifteen (15) days after Buyer’s receipt the date of an Objection the applicable Dispute Notice, then Buyer and TAT shall jointly engage either Parent or Seller may provide written notice to the firm of Deloitte LLPother that it elects to submit the disputed items to a mutually agreeable, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may who shall be independent of Seller, Parent and their respective Affiliates, it being agreed that either PricewaterhouseCoopers LLP or Deloitte LLP shall be mutually acceptable to Buyer and TAT agreeable so long as such firm remains independent of the Parties (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the ). The Arbitration Firm shall determine will promptly review only the disputed those items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall and amounts (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) may not assign a value to any item greater than the greatest value for such item claimed by either party Parent or less Seller or smaller than the smallest value for such item claimed by either party. Neither TAT Parent or Seller) specifically set forth and Sellers, on one hand, nor Buyer, on objected to in such Dispute Notice and resolve the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) dispute with respect to TAT each such specific item and Sellers, Buyer and (y) with respect to Buyer, TATamount. The fees, costs fees and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would will be borne equally by TAT Parent and 40% of the costs would be borne by Buyer. All determinations made by Seller, or as the Arbitration Firm shall otherwise determine. The decision of the Arbitration Firm with respect to such Interim Period Management Fees, and the allocation of costs discussed in the prior sentence, will be final, conclusive and binding on the partiesParties. Judgment may The Arbitration Firm’s decision shall be entered upon based solely on written submissions by Parent and Seller and their respective representatives and not by independent review. The Arbitration Firm shall not hold any hearings, hear any oral testimony or otherwise seek or require any other evidence. Subject to the determination foregoing, each of Parent and Seller agrees to use its commercially reasonable efforts to cooperate with the Arbitration Firm in and to cause the Arbitration Firm to resolve any court having jurisdiction over the party against which such determination is to be enforceddispute no later than thirty (30) days after its engagement.

Dispute. Within 30 thirty (30) days following receipt by TAT the Seller Representative of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may the Seller Representative shall either inform Buyer in writing that the Working Capital Statement is acceptable or deliver a written objection notice to Buyer of any disagreement TAT dispute the Seller Representative has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such noticeStatement, an “Objection Notice”). An Objection Notice must which written notice shall describe in reasonable detail the line item calculations items contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees that the Seller Representative disputes and must briefly describe the basis for any such disagreementdisputes and his calculation of the Closing Working Capital. If TAT the Seller Representative does not provide an Objection Notice notify Buyer of a dispute with respect to Buyer any items contained in the Working Capital Statement within such thirty (30-) day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will and the Working Capital shall be final, conclusive and binding on the parties. In the event an Objection Notice is timely providedof such notification of a dispute, Buyer and TAT the Seller shall negotiate in good faith to resolve the disputed items identified in the Objection Noticeany such dispute. If Buyer and TATthe Seller Representative, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute with respect to one or more items within 30 thirty (30) days after Buyer’s receipt the Seller Representative advises Buyer of an Objection Noticeits objections, then Buyer and TAT the items raised in the Seller Representative’s dispute notice that remain in dispute (the “Remaining Disputed Items”) shall jointly engage the firm of Deloitte be submitted to BDO USA LLP, or, or if Deloitte BDO USA LLP is not then independent of Buyer and TAT unwilling or is not reasonably available unable to so actserve in such capacity, then such other nationally recognized accounting firm as may shall be mutually acceptable to Buyer and TAT (or in the event agreed upon by the parties can(such accountant, the “Settlement Accountant”), who, acting as an expert and not agreeas an arbitrator, an accounting expert as chosen shall resolve the Remaining Disputed Items. If the parties are unable to agree upon the selection of the Settlement Accountant within five (5) Business Days after expiration of such thirty (30) day period, the Settlement Accountant shall be appointed by the American Arbitration Association) (. The Settlement Accountant shall act as applicablean expert and not as an arbitrator. Prior to its engagement, the “Arbitration Firm”) Settlement Accountant shall agree in writing to resolve any remaining disagreements; providedthe Remaining Disputed Items, that but no others, in accordance with the Arbitration Firm provisions of this Section 2.4 and based upon a review of the parties’ positions and thereby establish the Closing Working Capital. The Settlement Accountant shall determine only the disputed items identified in the Objection Notice that remain unresolved make such determination within forty-five (45) days following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral submission of the dispute(s) matter to the Arbitration Firm Settlement Accountant for a decision pursuant heretoresolution, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the partiesparties absent fraud or arithmetic error. Judgment may be entered upon In the determination event any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.4(b), the fees, charges and expenses of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to Settlement Accountant shall be enforcedpaid (i) one-half by Seller and (ii) one-half by Buyer.

Dispute. Within 30 days No later than six Business Days following receipt by TAT Seller of the Final Effective Date Balance Sheets and Asset Statement (the Final Net Working Capital Statement“Objection Deadline Date”), TAT may Seller shall deliver a written objection notice to Buyer of any disagreement TAT dispute Seller has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or statement (the Final Net Working Capital Statement (such notice, an “Objection NoticeNotice of Dispute”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT Seller does not provide an Objection Notice deliver to Buyer within such 30-day periodthe Notice of Dispute by the Objection Deadline Date, such Final Effective Date Balance Sheets and Final Net Working Capital the Asset Statement will be final, conclusive conclusive, and binding on the parties. In the event an Objection Notice is timely provided, parties to this Agreement and Buyer and TAT Seller shall promptly prepare and deliver to Escrow Agent a joint written instruction instructing the Escrow Agent to pay Seller the Interim Payment from the Escrow Funds. Seller and Buyer shall negotiate in good faith to resolve the disputed items matters specifically identified in the Objection NoticeNotice of Dispute. If Buyer Seller and TATBuyer, notwithstanding such good faith effortseffort, fail to resolve any such disagreements disputed matters within 30 15 days after Seller delivers the Notice of Dispute to Buyer’s receipt of an Objection Notice, then Seller and Buyer and TAT shall jointly engage the a mutually agreed financial services firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any such remaining disagreements; provideditems (the “Unresolved Disputes”). As promptly as practicable thereafter, that the Arbitration Firm Seller and Buyer shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms each prepare and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) submit a presentation to the Arbitration Firm for a decision pursuant hereto, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATthe Unresolved Disputes. The fees, costs and expenses of the Arbitration Firm shall be allocated instructed to resolve the Unresolved Disputes and borne make a final determination of the Assets and any Interim Payment due, based upon the resolution of the Unresolved Disputes, and not to otherwise investigate such matters independently. The Arbitration Firm shall be instructed (i) not to make any determination for an amount outside the range of the amounts disputed by Seller and Buyer, and (ii) to make a final determination within 30 days from the date on which the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally Unresolved Disputes were submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made The final determination by the Arbitration Firm shall be final, conclusive conclusive, and binding on binding, and Buyer and Seller shall deliver a joint written instruction to the partiesEscrow Agent setting forth the settlement and instructing the Escrow Agent to pay Seller from the Escrow Funds in accordance with such final determination. Judgment may be entered upon the determination The fees and disbursements of the Arbitration Firm shall be allocated between Seller and Buyer in any court having jurisdiction over the same proportion as the ratio of the aggregate amount of the Unresolved Disputes so submitted to the Arbitration Firm that are unsuccessfully disputed by each such party against which such determination is (as finally determined by the Arbitration Firm) to be enforcedthe aggregate amount of Unresolved Disputes submitted.

Dispute. Within 30 days following receipt by TAT the Vendor of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may the Vendor shall deliver a written objection notice to Buyer the Purchaser of any disagreement TAT dispute it has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”)Statement. An Objection Notice Such notice must describe in reasonable detail the line item calculations items contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees that the Vendor disputes and must briefly describe the basis for any such disagreementdispute. If TAT the Vendor does not provide an Objection Notice notify the Purchaser of a dispute with respect to Buyer the Working Capital Statement within such 30-30 day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely providedof such notification of a dispute, Buyer the Purchaser and TAT the Vendor shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If Buyer the Purchaser and TATthe Vendor, notwithstanding such good faith effortseffort, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision dispute within 30 days after the referral Vendor advises the Purchaser of its objections, then the dispute(sPurchaser and the Vendor jointly shall engage the accounting firm of Deloitte and Touche LLP (Calgary office) (the "ARBITRATION FIRM") to resolve such dispute. As promptly as practicable thereafter, the Arbitration Firm for Purchaser and the Vendor shall each prepare and submit a decision pursuant hereto, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted presentation to the Arbitration Firm. For exampleAs soon as practicable thereafter (but in any event within 30 days following the date on which the dispute is referred to the Arbitration Firm), should the items in dispute total in amount to $1,000 Purchaser and the Vendor shall cause the Arbitration Firm awards $600 to determine whether the Working Capital Statement was prepared in favor of Buyer’s position, 60% accordance with GAAP applied on a basis consistent with the preparation of the costs Corporation Financial Statements with respect to any items identified as disputed and, if not, whether and to what extent (if any) the Final Working Capital (or any element thereof) requires adjustment. The decision of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall will be final, binding and conclusive and binding on the partiesparties and not subject to appeal. Judgment may be entered upon Each party shall bear its own expenses and the fees and expenses of its own representatives and experts in connection with the preparation, review, dispute (if any) and final determination of the Working Capital Statement and Final Working Capital. The parties shall share the costs, expenses and fees of the Arbitration Firm in any court having jurisdiction over inverse proportion to the party against extent to which their respective positions are sustained (e.g., if the Purchaser's position is 100% sustained, it shall bear none of such determination is to be enforcedcosts, expenses and fees of the Arbitration Firm).

Dispute. Within 30 days following receipt by TAT delivery of the Final Effective Date Balance Sheets and Closing Statement by Buyer, if the Final Stockholder Representative has any objection to Buyer’s calculation of the Closing Net Working Capital Assets or any other items set forth in the Closing Statement, TAT may the Stockholder Representative will deliver to Buyer a written objection notice to Buyer of any disagreement TAT has with respect statement setting forth the Stockholder Representative’s objections to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Closing Statement (such notice, an “Objection NoticeObjections Statement”), which statement will identify in reasonable detail those items and amounts to which the Stockholder Representative objects (the “Disputed Items”). An Objection Notice must describe in reasonable detail If the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT Stockholder Representative does not provide deliver an Objection Notice Objections Statement to Buyer within such 30-30 day period, such Final Effective Date Balance Sheets and Final Net Working Capital the Closing Statement as prepared by Buyer will be final, conclusive binding and binding on non-appealable by the parties. In If the event Stockholder Representative delivers an Objection Notice is timely providedObjections Statement, the Stockholder Representative and Buyer and TAT shall will negotiate in good faith to resolve the disputed items identified in the Objection Noticeany Disputed Items. If the Stockholder Representative and Buyer and TAT, notwithstanding such good faith efforts, fail are not able to resolve reach a final resolution with respect to any such disagreements Disputed Item within 30 days after the delivery of the Objections Statement to Buyer’s receipt of an Objection Notice, then the Stockholder Representative and Buyer and TAT shall will jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT BDO Sxxxxxx (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Accounting Firm”) to resolve any remaining disagreements; providedunresolved Disputed Items. If the parties submit any unresolved Disputed Items to the Accounting Firm, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral date on which any unresolved Disputed Items were submitted to the Accounting Firm for resolution, each party will submit to the Accounting Firm a written statement with its position on each Disputed Item (which, in the case of Buyer, will be consistent with the position taken in the Closing Statement and, in the case of the dispute(s) Stockholder Representative, will be consistent with the position taken in the Objections Statement), together with such supporting documentation as may be reasonably requested by the Accounting Firm. The Stockholder Representative and Buyer will each be entitled to meet with the Accounting Firm and will each use their respective commercially reasonable efforts to cause the Accounting Firm to resolve such dispute as soon as practicable, but in any event within 30 days after the date on which the Accounting Firm receives the statements prepared by the Stockholder Representative and Buyer. The Accounting Firm will determine the amount of the Closing Net Assets based upon the terms of this Agreement and the accounting principles used to prepare the 2011 Audited Financial Statements and its final determination will be, in the aggregate, neither more favorable to Buyer than the position taken by Buyer in the Closing Statement, nor more favorable to the Arbitration Stockholder Representative than the position taken by the Stockholder Representative in the Objections Statement. The Accounting Firm for will provide a decision pursuant heretocalculation of the Closing Net Assets to both parties based on its resolution of the Disputed Items, and (iii) not assign a value to any item greater than the greatest value for such item claimed Closing Net Assets as so calculated will be final, binding and non-appealable by either the parties. Each party or less than the smallest value for such item claimed by either party. Neither TAT will bear its own costs and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings expenses in connection with the Arbitration Firm without resolution of any such dispute by the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATAccounting Firm. The fees, costs and expenses of the Arbitration Accounting Firm shall will be allocated to and borne paid (i) by Buyer, on Buyer if the one handAccounting Firm’s calculation results in no adjustment being made under Section 2.6(d) , and TAT, on (ii) by the other hand, based on Stockholder Representative if any adjustment is made under Section 2.6(d). Any such costs payable by the inverse Stockholder Representative may be paid by the Escrow Agent from the Escrow Fund upon the direction of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforcedStockholder Representative.

Dispute. Within Seller will provide to Purchaser within 30 days following receipt by TAT after Purchaser’s delivery of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may deliver Statement a written objection notice to Buyer of Purchaser disagreeing with any disagreement TAT has with respect to the preparation or content such calculation and setting forth Seller’s calculation of the Final Effective Date Balance Sheets and/or Closing Tangible Net Assets (the Final Net Working Capital Statement (such notice, an “Objection NoticeSeller’s Objection”). An Objection Notice must , which shall describe in reasonable detail the line item calculations specific nature and amount of each disagreement and shall state in reasonable detail all bases upon which Seller believes the Final Statement is not in conformity with Section 1.04. Seller shall be deemed to have agreed with all other items and amounts contained in the Final Effective Date Balance Sheets and/or Statement that are not specifically identified as a disagreement in the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreementSeller’s Objection. If TAT does not provide an Seller shall fail to deliver a Seller’s Objection Notice to Buyer within such 30-day period, such Seller shall be deemed to have agreed with Purchaser as to the Final Effective Date Balance Sheets Statement. Purchaser and Final Net Working Capital Statement Seller will be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified any disagreements contained in the Seller’s Objection Noticeduring the 30-day period immediately following the delivery of the Seller’s Objection. If Buyer Purchaser and TATSeller agree to a Final Statement and calculation of the Final Closing Tangible Net Assets within such 30-day period, the appropriate party will make the payment contemplated by Section 1.04(d) or (e), as applicable. If Purchaser and Seller, notwithstanding such these good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt agree on a Final Statement and calculation of an Objection Noticethe Final Closing Tangible Net Assets, then Buyer as promptly as practicable (but in any event within 10 Business Days after expiration of such 30-day period), Purchaser and TAT shall Seller jointly will engage the firm of Deloitte LLP, or, if Deloitte Cxxxx Cxxxxx and Company LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer selected by Purchaser and TAT Seller (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Accounting Firm”) to resolve any remaining disagreements; provideddispute. As promptly as practicable thereafter (but in any event within 15 Business Days of engagement of the Accounting Firm), that Purchaser and Seller will each prepare and submit a presentation to the Arbitration Accounting Firm shall determine only setting forth such party’s proposed version of a Final Statement and calculation of the disputed items identified Final Closing Tangible Net Assets. The scope of the disputes to be resolved by the Accounting Firm will be limited to whether such Final Statements and calculations were prepared in accordance with this Section 1.04, and the Objection Notice that remain unresolved following Accounting Firm is not to make any other determination, including any determination as to whether GAAP was followed (except to the 30-day period described extent required by the Accounting Principles). As soon as practicable thereafter (but in this sentenceany event within 20 Business Days), Purchaser and Seller will instruct the Accounting Firm to render a determination of Final Closing Tangible Net Assets, such determination to be based solely upon the presentations by Purchaser and Seller. In addition, in resolving any making such disputed itemsdetermination, the Arbitration Accounting Firm shall (i) be bound by the terms will act as an expert and conditions set forth not as an arbitrator in this Section 2.3 and Exhibit B, (ii) render conducting its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant heretoanalysis, and (iii) may not assign a value to any item Final Closing Tangible Net Assets greater than the greatest value for such item claimed by either party or less than the smallest value for such item Final Closing Tangible Net Assets claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs All fees and expenses of relating to the Arbitration work, if any, to be performed by the Accounting Firm shall be allocated to and borne by Buyerpro rata as between Purchaser, on the one hand, and TATSeller, on the other hand, based on in proportion to the inverse allocation of the percentage dollar value of the amounts remaining in dispute between Purchaser and Seller made by the Accounting Firm such that the Arbitration Firm’s determination (before such allocation) bears to prevailing party pays the total amount lesser proportion of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 fees and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyerexpenses. All determinations made by the Arbitration Accounting Firm shall will be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Dispute. Within 30 thirty (30) days following receipt by TAT Seller of the Final Effective Date Balance Sheets and the Final Net Working Capital Closing Statement, TAT may Seller shall either inform Buyer in writing that the Closing Statement is acceptable or deliver a written objection notice (the “Notice of Disagreement”) to Buyer of any disagreement TAT dispute Seller has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or Closing Statement or the Final Net Working Capital Statement (such notice, an “Objection Notice”)Purchase Price reflected therein. An Objection The Notice of Disagreement must describe in reasonable detail the line item calculations item(s) contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Closing Statement with which TAT disagrees that Seller disputes and must briefly describe the basis for any such disagreementdisputes. If TAT Seller does not provide an Objection deliver the Notice of Disagreement to Buyer within such 30-day thirty (30)-day period, such Final Effective Date Balance Sheets Closing Statement and the Final Net Working Capital Purchase Price reflected in the Closing Statement will be final, conclusive and binding on the partiesParties. In the event an Objection a Notice of Disagreement is timely provideddelivered to Buyer, Buyer and TAT Seller shall negotiate in good faith to resolve the disputed such dispute. Any items identified in the Objection NoticeClosing Statement not disputed in the Notice of Disagreement will be deemed agreed to by Buyer and Seller. If Buyer and TATSeller, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute within 30 thirty (30) days after Seller delivers the Notice of Disagreement to Buyer’s receipt of an Objection Notice, then Buyer and TAT Seller jointly shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) Independent Accountant to resolve any remaining disagreements; provided, that such dispute in accordance with the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions standards set forth in this Section 2.3 1.6(b). Seller and Exhibit B, Buyer shall use reasonable efforts to cause the Independent Accountant to render a written decision resolving the matters submitted to the Independent Accountant within thirty (ii30) render its decision within 30 days after the referral of the dispute(smaking of such submission. The scope of the disputes to be resolved by the Independent Accountant shall be limited to whether the item(s) to in dispute that were properly included in the Arbitration Firm for a decision pursuant heretoNotice of Disagreement were prepared in accordance with the terms of this Agreement (including the applicable defined terms contained herein), and (iiithe Independent Accountant shall determine, on such basis, whether and to what extent the Closing Statement and the Final Net Purchase Price reflected therein require adjustment. The Independent Accountant is not to make any other determination, including any determination as to whether the Target Working Capital or the Estimated Working Capital is correct. The Independent Accountant’s decision shall be based solely on written submissions by Seller and Buyer and their respective representatives and not by independent review. The Independent Accountant shall address only those item(s) in dispute and may not assign a value to any item greater than the greatest value for such item claimed by either party Party or less smaller than the smallest value for such item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATParty. The fees, costs Independent Accountant shall act as an expert and expenses not as an arbitrator. The fees and disbursements of the Arbitration Firm Independent Accountant shall be allocated to and borne paid by Buyer, on the one hand, and TATSeller, on the other hand, on an inversely proportional basis, based on upon the inverse of relative difference between the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items amounts in dispute as originally that have been submitted to the Arbitration FirmIndependent Accountant and the Independent Accountant’s calculation of the Final Net Purchase Price. For Solely by way of example, should if Buyer claims in the items Closing Statement that the Final Net Purchase Price is $1,000,000, Seller claims in dispute total in amount to the Notice of Disagreement that the Final Net Purchase Price is $1,000 1,500,000, and the Arbitration Firm awards Independent Accountant determines that the Final Net Purchase Price is $600 in favor of Buyer’s position1,100,000, 60then Buyer shall pay 20% of the costs of its review would be borne by TAT Independent Accountant’s fees and 40disbursements and Seller shall pay 80% of the costs would be borne by BuyerIndependent Accountant’s fees and disbursements. Buyer and Seller shall each pay its own fees and expenses related to such determination. All determinations made by the Arbitration Firm shall Independent Accountant will be final, conclusive and binding on the parties. Judgment may Parties and shall not be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is subject to be enforceddispute or review.

Dispute. Within 30 days following receipt by TAT Sellers of the Final Effective Date Balance Sheets and the Final Net Working Capital Inventory Statement, TAT may Sellers shall deliver a written objection notice to Buyer of any disagreement TAT has dispute(s) they have with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreementInventory Statement. If TAT does Sellers do not provide an Objection Notice notify Buyer of a dispute with respect to Buyer the Inventory Statement within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Inventory Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely providedof such notification of a dispute or disputes, Buyer and TAT Sellers shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute(s). If Buyer and TATSellers, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute(s) within 30 15 days after Buyer’s receipt Sellers advise Buyer of an Objection Noticetheir objections, then Buyer and TAT Sellers jointly shall jointly engage the firm of Deloitte LLP, or, if Deloitte Duff & Xxxxxx LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; providedsuch dispute(s). As promptly as practicable thereafter, that Buyer and Sellers shall each prepare and submit a presentation to the Arbitration Firm. As soon as practicable thereafter, Buyer and Sellers shall cause the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved to render its determination within 30 days following the 30-day period described in this sentenceits receipt of such presentations and based solely upon such presentations. In addition, in resolving any such disputed itemsitem, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) may not assign a value to any item greater than the greatest value claimed for such item claimed by either any party or less than the smallest value claimed for such item claimed by either any party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs fees and expenses of the Arbitration Firm shall be allocated to Buyer and borne by Buyer, on the one hand, and TAT, on the other hand, Sellers based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocationallocated) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. Firm For example, should if the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s Sellers’ position, then 60% of the costs fees and expenses of its review the Arbitration Firm would be borne by TAT Buyer and 40% of such fees and expenses of the costs Arbitration Firm would be borne by BuyerSellers. All determinations made by the Arbitration Firm shall will be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Dispute. Within 30 days following receipt by TAT of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may deliver Escrow Agent is acting as a written objection notice to Buyer of any disagreement TAT has stakeholder only with respect to the preparation or content Downpayment and the interest earned thereon. If a party requests disbursement of the Final Effective Date Balance Sheets and/or Downpayment for any reason other than the Final Net Working Capital Statement Closing having occurred, then Escrow Agent shall give written notice to the other party of such request. Such other party shall have the right to dispute the disbursement of the Downpayment to the requesting party only by delivering notice thereof to Escrow Agent (a "Dispute Notice") on or prior to the fifth (5th) day after the date when Escrow Agent gives such notice, an “Objection Notice”). An Objection Cedar acknowledges and agrees that Cedar shall not deliver a Dispute Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall unless (i) be bound any of the conditions precedent to Cedar's obligation to consummate the transactions contemplated by the terms and conditions this Agreement (as set forth in this Section 2.3 and Exhibit B, 7.2.1) or (ii) render its decision any of the conditions precedent to the Other Agreement Buyer's obligation to consummate the transactions contemplated by the Other Agreement (as set forth in Section 7.2.1 thereof), shall not have occurred or been satisfied. Notwithstanding anything to the contrary contained herein, Escrow Agent shall not disburse the Downpayment until the day immediately following the last day of such five (5) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver the Downpayment or as to whom said Downpayment is to be delivered, then Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold the same until Escrow Agent receives (a) notice from the objecting party withdrawing the objection, or (b) a notice signed by both parties directing disposition of the Downpayment, or (c) a non-appealable judgment or order of a court of competent jurisdiction. If such notice is not received, or proceedings for such determination are not begun, within 30 thirty (30) calendar days after the referral date set forth herein for the Closing (as the same may have been changed by agreement of the dispute(sparties) to the Arbitration Firm for a decision pursuant heretoand diligently continued, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) then Escrow Agent shall have the right to (w) hold and retain all or any ex parte conversations part of the Downpayment until such dispute is settled or meetings with the Arbitration Firm without the prior consent of finally determined by litigation, arbitration or otherwise, or (x) deposit the Downpayment, together with respect to TAT the interest earned thereon, in an appropriate court of law, following which Escrow Agent shall thereby and Sellersthereafter be relieved and released from any liability or obligation under this Agreement, Buyer and or (y) with respect to Buyerinstitute an action in interpleader or other similar action permitted by stakeholders in the Commonwealth of Pennsylvania, TAT. The fees, costs and expenses or (z) interplead any of the Arbitration Firm shall parties in any action or proceeding which may be allocated brought to and borne by Buyer, on determine the one hand, and TAT, on the other hand, based on the inverse rights of the percentage that the Arbitration Firm’s determination (before such allocation) bears parties to the total amount all or any part of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforcedDownpayment.

Dispute. Within 30 After receipt of the Closing Statement, if the Sellers Representative wants to dispute any item set forth in the Closing Statement, then the Sellers Representative must deliver written notice to the Buyer of such dispute within thirty (30) days following the receipt by TAT of the Final Effective Date Balance Sheets and the Final Net Working Capital Closing Statement, TAT may deliver a written objection such dispute notice to specify, with reasonable particularity, all disputed items in the Closing Statement. If the Sellers Representative does not notify the Buyer of any disagreement TAT has a dispute with respect to the preparation or content Closing Statement within such thirty (30)‑day period, then such Closing Statement (and the proposed final calculations of (i) the Final Effective Date Balance Sheets and/or Cash as of 12:01 a.m. Eastern Time on the Final Closing Date; (ii) the Net Working Capital Statement as of 12:01 a.m. Eastern Time on the Closing Date; (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail iii) the line item calculations contained in Company Debt outstanding as of immediately prior to the Final Effective Date Balance Sheets and/or Closing; (iv) the Final Net Working Capital Statement with which TAT disagrees unpaid portion of the Selling Expenses as of the Closing; and must briefly describe (v) the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement Post- Closing Adjustment reflected thereon) will be final, conclusive and binding on the partiesParties. In the event an Objection Notice is timely providedthe Sellers Representative delivers written notice to the Buyer of a dispute with respect to the Closing Statement within such thirty (30)‑day period, then the Buyer and TAT the Sellers Representative shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If the Buyer and TATthe Sellers Representative, notwithstanding such good faith efforts, fail to resolve any such disagreements dispute within 30 fifteen (15) days after Buyer’s receipt the Sellers Representative advises the Buyer of an Objection Noticesuch dispute, then the Buyer and TAT the Sellers Representative shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other a nationally recognized accounting firm as may be mutually that has no material relationship with and is acceptable to the Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration AssociationSellers Representative) (the "Accounting Firm") to act as applicablean expert in accounting, and not as an arbitrator, to resolve only the items specifically disputed that remain unresolved. In determining each disputed item, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Accounting Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) may not assign a value to any such item greater than the greatest value for such item claimed by either party the Buyer or Sellers Representative or less than the smallest lowest value for such item claimed by either partythe Buyer or Sellers Representative. Neither TAT The Buyer and Sellersthe Sellers Representative will use their respective commercially reasonable efforts, including by executing a customary engagement letter reasonably acceptable to it, to cause the Accounting Firm to resolve all disagreements as soon as practicable, but in any event within thirty (30) days of the Accounting Firm's engagement. There shall be no substantive ex parte communications between either the Buyer or any of the Sellers and the Accounting Firm. The Accounting Firm will be required to resolve the dispute based solely upon the written presentations by the Buyer and the Sellers Representative. The resolution of the dispute by the Accounting Firm, absent manifest error, or any written agreement of the Buyer and the Sellers Representative as to the resolution of the dispute, will be final, conclusive, and binding on the Parties. The Buyer, on one the hand, nor Buyerand the Sellers Representative (on behalf of the Sellers), on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with share the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs fees and expenses of the Arbitration Accounting Firm shall be allocated in inverse proportion to the relative amounts subject to the dispute notice that are determined in favor of such party or parties in accordance with the following formulas: (i) the Buyer will pay a portion of such fees and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears expenses equal to the total fees and expenses multiplied by a fraction, the numerator of which is the dollar amount of the total items in dispute as originally submitted subject to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 notice resolved in favor of Buyer’s positionthe Sellers and the denominator of which is the total dollar amount subject to the dispute notice, 60% and (ii) the Sellers Representative (on behalf of the costs Sellers) will pay a portion of its review would be borne such fees and expenses equal to the total fees and expenses multiplied by TAT and 40% a fraction, the numerator of which is the dollar amount subject to the dispute notice resolved in favor of the costs would Buyer and the denominator of which is the total dollar amount subject to the dispute notice. Notwithstanding the foregoing, the Parties shall each be borne by Buyer. All determinations made by responsible for paying the Arbitration Firm shall be finalfees and expenses of their own respective attorneys, conclusive accountants and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm other representatives in connection with any court having jurisdiction over the party against which such determination is to be enforceddispute.

Dispute. Within 30 days following Following receipt by TAT of the Final Effective Date Balance Sheets Closing Statement, the Shareholders’ Representative will have 60 calendar days (the “Review Period”) to review the Closing Statement. In connection with the review of the Closing Statement, Parent will give, and will cause the Surviving Corporation and its Subsidiaries and their respective representatives to give, to the Shareholders’ Representative and its representatives prompt reasonable access to the Surviving Corporation and its Subsidiaries and the Final Net Working Capital Statementpersonnel of, TAT and work papers prepared by or for, Parent and the Company or their respective Affiliates or representatives, including to such historical financial information relating to any of the Surviving Corporation or any of its Subsidiaries as Shareholders’ Representative or its representatives may deliver a request, in each case, in order to permit the timely and complete review of the Closing Statement by the Shareholders’ Representative in accordance with this Section 2.11(c). If the Shareholders’ Representative has accepted such the Closing Statement in writing or has not given written objection notice to Buyer Parent setting forth any objection of any disagreement TAT has with respect the Shareholders’ Representative to such Closing Statement (a “Statement of Objections”) prior to the preparation or content expiration of the Final Effective Date Balance Sheets and/or Review Period, then the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Closing Statement will be final, conclusive final and binding on upon the parties. In the event an Objection Notice is timely providedthat the Shareholders’ Representative delivers a Statement of Objections during the Review Period, Buyer each of Parent and TAT shall negotiate Shareholders’ Representative will work in good faith to resolve such objections within 30 calendar days following the disputed items identified in the Objection Noticereceipt by Parent of such Statement of Objections (any unresolved objection following such 30 calendar day period, a “Dispute”). After such 30 calendar day period, any item or matter that is not a Dispute will become final and binding. If Buyer Parent and TAT, notwithstanding such good faith efforts, fail the Shareholders’ Representative are unable to resolve any all Disputes during such disagreements within 30 days after Buyer’s receipt of an Objection Noticecalendar day period, then Buyer any remaining Disputes, and TAT shall jointly engage the firm of Deloitte LLPonly such remaining Disputes, will be resolved by Xxxxx Xxxxxxxx LLP or, if Deloitte LLP such Person is not then independent available for such engagement or at the time of Buyer and TAT or such proposed engagement is not reasonably available to so actno longer independent, then such other nationally recognized independent certified public accounting firm as may be mutually acceptable reasonably agreed to Buyer by Parent and TAT the Shareholders’ Representative (Xxxxx Xxxxxxxx LLP or in such other accounting firm agreed to by Parent and Shareholders’ Representative, the event “Accounting Firm”). If Parent and the parties Shareholders’ Representative cannot agree, agree on an accounting expert firm within 40 calendar days of determining that an Accounting Firm other than Xxxxx Xxxxxxxx LLP must be appointed as chosen contemplated by the preceding sentence, then the Shareholders’ Representative and/or Parent may submit a request to the American Arbitration Association) (Association requesting appointment of a nationally recognized independent certified public accounting firm to serve as applicablethe Accounting Firm. The Accounting Firm will act as an expert and not an arbitrator and will be instructed to resolve within 45 calendar days after its appointment any such remaining Disputes in accordance with the terms of this Agreement, including the Agreed Accounting Principles, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that Sample Net Working Capital Statement and the Arbitration books and records of the Company and its Subsidiaries. The resolution of such Disputes by the Accounting Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall will: (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, a reasoned written report; (ii) render its decision be within 30 days after the referral range of the dispute(s) values established for such amount as determined by reference to the Arbitration Firm for a decision pursuant heretovalue assigned to such amount by the Shareholders’ Representative in the Statement of Objections and by Parent in the Closing Statement (to the extent such item was included therein, and in the event such item was not included therein, such amount assigned to such item will be deemed to be zero); (iii) constitute an arbitral award; and (iv) be conclusive and binding upon all of the parties (absent manifest error) upon which a judgment may be rendered by a court of competent jurisdiction. Each of Parent and the Shareholders’ Representative agrees that it will not assign have any right to, and will not, institute any Proceeding of any kind challenging such determination by the Accounting Firm, except that the foregoing will not preclude a value Proceeding to any item greater than enforce such determination or to challenge the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, Accounting Firm’s determination on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings ground that such determination is inconsistent with the Arbitration Firm without the prior consent terms of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATthis Agreement. The fees, costs and expenses of the Arbitration Accounting Firm shall incurred pursuant to this Section 2.11(c) will be allocated to and borne by Buyerthe non-prevailing party, on which will be the one hand, party whose values assigned and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Accounting Firm with respect to any amounts in Dispute is furthest from that determined by the Accounting Firm. For example; provided that if the Shareholders’ Representative is the non-prevailing party, should then the items in dispute total in amount to $1,000 Shareholders’ Representative will satisfy the payment of all such fees, costs and expenses solely out of the Escrow Funds and the Arbitration Firm awards $600 Shareholders’ Representative will not be individually liable with respect to such amounts. The date on which the Closing Statement is finally determined and delivered in favor of Buyer’s position, 60% of accordance with this Section 2.11(c) is hereinafter referred to as the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced“Determination Date.”

Dispute. Within If the Seller disagrees with the Purchaser’s calculation of Closing Working Capital delivered pursuant to Section 2.07(b), the Seller may, within 30 days after delivery of the documents referred to in Section 2.07(b) and any supporting materials requested by Seller pursuant to Section 2.07(e), deliver a notice to the Purchaser disagreeing with that calculation and setting forth the Seller’s calculation of Closing Working Capital. Any such notice of disagreement shall specify those items or amounts as to which the Seller disagrees, and the Seller Parties will be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the calculation of Closing Working Capital delivered pursuant to Section 2.07(b). If a notice of disagreement is delivered pursuant to this Section 2.07(c), the Purchaser and the Seller shall, during the 30 days following receipt by TAT delivery of the Final Effective Date Balance Sheets and the Final Net Working Capital Statementsuch notice of disagreement, TAT may deliver a written objection notice to Buyer of any disagreement TAT has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate work together in good faith to resolve reach agreement on the disputed items identified or amounts in order to determine the Objection Noticeamount of Closing Working Capital. If Buyer If, during that period, the Purchaser and TATthe Seller are unable to reach agreement, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt they shall promptly thereafter cause independent accountants of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable standing reasonably satisfactory to Buyer the Purchaser and TAT (or in the event the parties cannot agreeSeller, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) promptly to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only review this Agreement and the disputed items identified or amounts for the purpose of calculating Closing Working Capital. Each of the Seller Parties, the Purchaser and Parent shall submit an affidavit to the other evidencing no conflict with the contemplated independent accountant and the independent accountant shall so certify to the Seller Parties, the Purchaser and Parent that no conflicts exist. In making that calculation, the independent accountants shall consider only those items or amounts in the Objection Notice that remain unresolved following Closing Balance Sheet or the 30-day period described Purchaser’s calculation of Closing Working Capital as to which the Seller has disagreed. The independent accountant may not award the parties in this sentencethe aggregate more than the amount in dispute. In additionThe independent accountants shall deliver to the Purchaser and the Seller, as promptly as practicable, and in resolving any such disputed itemsevent within 90 days, a report setting forth their calculation of Closing Working Capital. The report shall be final and binding upon the Arbitration Firm Purchaser and the Seller Parties. The cost of the independent accountants’ review and report shall be borne (i) be bound by the terms Purchaser, if the difference between Final Closing Working Capital and conditions set forth in the Purchaser’s calculation of Closing Working Capital delivered pursuant to Section 2.07(b) is greater than the difference between Final Closing Working Capital and the Seller’s calculation of Closing Working Capital delivered pursuant to this Section 2.3 and Exhibit B2.07(c), (ii) render its decision within 30 days after by the referral of Seller, if the dispute(s) to first such difference is less than the Arbitration Firm for a decision pursuant hereto, second such difference and (iii) not assign a value to any item greater than if the greatest value for first such item claimed by either party or less than the smallest value for such item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears difference is equal to the total amount of second such difference, equally by the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 Purchaser and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforcedSeller.

Dispute. Within 30 thirty (30) days following receipt by TAT the Seller Representative of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may the Seller Representative shall either inform Buyer in writing that the Working Capital Statement is acceptable or deliver a written objection notice to Buyer of any disagreement TAT dispute the Seller Representative has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such noticeStatement, an “Objection Notice”). An Objection Notice must which written notice shall describe in reasonable detail the line item calculations items contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees that the Seller Representative disputes and must briefly describe the basis for any such disagreementdisputes and his calculation of the Closing Working Capital. If TAT the Seller Representative does not provide an Objection Notice notify Buyer of a dispute with respect to Buyer the Working Capital Statement within such thirty (30-) day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will and the Working Capital shall be final, conclusive and binding on the parties. In the event an Objection Notice is timely providedof such notification of a dispute, Buyer and TAT the Seller Representative shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If Buyer and TATthe Seller Representative, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute within 30 thirty (30) days after Buyer’s receipt the Seller Representative advises Buyer of an Objection Noticeits objections, then Buyer and TAT the items raised in the Seller Representative’s dispute notice that remain in dispute (the “Remaining Disputed Items”) shall jointly engage the firm of Deloitte LLPbe submitted to BDO, oror if BDO is unwilling or unable to serve in such capacity, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may shall be mutually acceptable to Buyer and TAT (or in the event agreed upon by the parties can(such accountant, the “Settlement Accountant”), who, acting as an expert and not agreeas an arbitrator, an accounting expert as chosen shall resolve the Remaining Disputed Items. Prior to its engagement, the Settlement Accountant shall agree in writing to resolve the Remaining Disputed Items, but no others, in accordance with the provisions of this Section 2.3 and review of the parties’ positions and thereby establish the Closing Working Capital. If the parties are unable to agree upon the selection of the Settlement Accountant within five (5) Business Days after expiration of such thirty (30) day period, the Settlement Accountant shall be appointed by the American Arbitration Association. The Settlement Accountant shall make such determination within forty-five (45) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved days following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral submission of the dispute(s) matter to the Arbitration Firm Settlement Accountant for a decision pursuant heretoresolution, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the partiesparties absent fraud or arithmetic error. Judgment may be entered upon In the determination event any dispute is submitted to the Settlement Accountant for resolution as provided in this Section 2.3(b), the fees, charges and expenses of the Arbitration Firm in any court having jurisdiction over Settlement Accountant shall be paid (i) one-half by the party against which such determination is to be enforcedCompany and the Stockholders, jointly and severally, and (ii) one-half by Buyer.

Dispute. Within 30 days following receipt by TAT Seller of the Final Effective Date Balance Sheets and the Final Net Working Capital StatementClosing Statements, TAT may deliver Seller shall deliver, or cause to be delivered, a written objection notice to Buyer Purchaser of any disagreement TAT dispute Seller has with respect to the preparation or content Purchaser’s computation of the Final Effective Date Balance Sheets and/or the Final Closing Net Working Capital Statement and/or Closing Pxxxx Cash (such notice, an the “Objection NoticeSeller’s Objection”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely providedof such notification of a dispute, Buyer Purchaser and TAT Seller shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If Buyer Purchaser and TATSeller, notwithstanding such good faith effortseffort, fail to resolve such dispute within 15 days after delivery of the Seller’s Objection, then within 5 days following expiration of such 15-day negotiation period, Purchaser and Seller jointly shall engage the Accounting Firm to resolve such dispute. As promptly as practicable thereafter (but, in any event, within 15 days of engagement of the Accounting Firm), Purchaser and Seller shall each prepare and submit a written presentation detailing such disagreements within party’s complete statement of proposed resolution of the dispute to the Accounting Firm. As soon as practicable thereafter, but in no event later than 30 days after Buyer’s receipt engagement of the Accounting Firm, Purchaser and Seller shall cause the Accounting Firm, acting as an Objection Noticeexpert and not an arbitrator, then Buyer and TAT shall jointly engage to render a written decision resolving the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or matters in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In additiondispute, in resolving any such disputed items, accordance with the Arbitration Firm shall (i) be bound by the applicable terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) not assign a value hereof. The Accounting Firm’s determination as to any item greater or amount disputed by Seller shall not be more beneficial to Purchaser than the greatest value for such determination of that item claimed or amount by either party or less Purchaser in the applicable Closing Statement nor more beneficial to Seller than the smallest value for such determination of that item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on or amount in the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration FirmSeller’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the partiesObjection. Judgment may be entered upon the determination of the Arbitration Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any determination by the Accounting Firm (including the fees and expenses of the Accounting Firm) pursuant to this Section 2.06 shall be borne equally by Purchaser and Seller. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties.

Dispute. Within 30 days following receipt by TAT Seller of the Final Effective Date Balance Sheets and the Final Net Working Capital Closing Statement, TAT may Seller shall deliver a written objection notice to Buyer of any disagreement TAT dispute it has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreementClosing Statement. If TAT Seller does not provide an Objection Notice notify Buyer of a dispute with respect to Buyer the Closing Statement within such 30-day period, or if Seller otherwise earlier notifies Buyer in writing that the Seller has no disputes or objections to the Closing Statement, then such Final Effective Date Balance Sheets and Final Net Working Capital Closing Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely providedof such notification of a dispute, Buyer and TAT Seller shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If Buyer and TATSeller, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute within 30 15 days after BuyerSeller advises Buyer of Seller’s receipt of an Objection Noticeobjections, then Buyer and TAT Seller jointly shall jointly engage the firm of and submit to Deloitte LLP, or, if Deloitte & Touche LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) any items that remain in dispute with respect to the notice of dispute (the “Unresolved Disputed Items”). The parties acknowledge and agree that the Federal Rules of Evidence Rule 408 shall apply to Buyer and Seller during such 15-day period of negotiations and any subsequent dispute arising therefrom. If the Seller and Buyer resolve any remaining disagreements; providedsome or all of such items that are the subject of such dispute within the foregoing time period (the disputed items so resolved during such period, that the “Resolved Items”) they will document their resolution in a writing signed by each of them, and such Resolved Items will be final, conclusive and binding on the parties. As promptly as practicable thereafter, Buyer and Seller shall each prepare and submit a presentation to the Arbitration Firm. Buyer and Seller will use their respective reasonable best efforts to cause the Arbitration Firm shall determine only to resolve the disputed items identified dispute with respect to the Unresolved Disputed Items as soon as practicable thereafter, but in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision event within 30 days after the referral date on which the Arbitration Firm receives the presentations by Buyer and Seller. For the avoidance of doubt, the dispute(s) Arbitration Firm may look to and resolve only such Unresolved Disputed Items as were submitted to the Arbitration Firm for a decision pursuant heretoresolution and no other items. There shall be no ex parte communications between any party (or its Representatives) and the Arbitration Firm. In resolving any disputed item, and (iii) the Arbitration Firm may not assign a value to any item greater than the greatest value for such item claimed by either party Buyer or Seller or less than the smallest value for such item claimed by either party. Neither TAT and SellersBuyer or the Seller, on one handin each case, nor Buyer, on in the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, presentations by Buyer and (y) with respect to Buyer, TATSeller. The feescosts of any dispute resolution pursuant to this Section, costs including the fees and expenses of the Arbitration Firm and of any enforcement of the determination thereof, shall be allocated to and borne by Buyer, the Seller and the Buyer in inverse proportion as they may prevail on the one handmatters resolved by the Arbitration Firm, and TAT, which proportionate allocation shall be calculated on the other hand, an aggregate basis based on the inverse relative dollar values of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items amounts in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and shall be determined by the Arbitration Firm awards $600 in favor at the time the determination of Buyer’s position, 60% such firm is rendered on the merits of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyermatters submitted. All Absent fraud, all determinations made by the Arbitration Firm shall will be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced.(d)

Dispute. Within 30 thirty (30) days following receipt by TAT the Seller Representative of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may the Seller Representative shall either inform Purchaser in writing that the Working Capital Statement is acceptable, or deliver a written objection notice (the “Notice of Disagreement”) to Buyer Purchaser of any disagreement TAT dispute the Seller Representative has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”)or the Final Working Capital reflected therein. An Objection The Notice of Disagreement must describe in reasonable detail the line item calculations items contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees that the Seller Representative disputes and must briefly describe the basis for any such disagreementdisputes, including sufficient supporting documentation. If TAT the Seller Representative does not provide an Objection Notice notify Purchaser of a dispute with respect to Buyer the Working Capital Statement within such 30-day thirty (30)-day period, such Working Capital Statement and the Final Effective Date Balance Sheets and Final Net Working Capital reflected in the Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection a Notice of Disagreement is timely provideddelivered to Purchaser, Buyer Purchaser and TAT the Seller Representative shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If Buyer Purchaser and TATthe Seller Representative, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute within 30 fourteen (14) days after Buyer’s receipt the Seller Representative delivers the Notice of an Objection NoticeDisagreement, then Buyer Purchaser and TAT the Seller Representative jointly shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only to resolve such dispute in accordance with the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions standards set forth in this Section 2.3 1.6(b). The Seller Representative and Exhibit B, (ii) Purchaser shall use commercially reasonable efforts to cause the Arbitration Firm to render its a written decision within 30 days after resolving the referral of the dispute(s) matters submitted to the Arbitration Firm for a within thirty (30) days of the making of such submission. The scope of the disputes to be resolved by the Arbitration Firm shall be limited to whether the items in dispute that were properly included in the Notice of Disagreement were prepared in accordance with Applicable Accounting Principles and the Arbitration Firm shall determine, on such basis, whether and to what extent, the Working Capital Statement and the Final Working Capital, as applicable, reflected therein require adjustment. The Arbitration Firm is not to make any other determination, including any determination as to whether the Target Working Capital or the Working Capital Estimate is correct. The Arbitration Firm’s decision pursuant hereto, shall be based solely on written submissions by the Seller Representative and (iii) Purchaser and their respective representatives and not by independent review. The Arbitration Firm shall address only those items in dispute and may not assign a value to any item greater than the greatest value for such item claimed by either party or less smaller than the smallest value for such item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced. Any fees and expenses of the Arbitration Firm incurred in resolving the disputed matter(s) pursuant to this Section 1.6(b) shall be borne by Purchaser, on the one hand, and the Seller Representative, on the other hand, in inverse proportion to the respective percentages of the dollar value of disputed items determined in favor of Purchaser, on the one hand, and the Seller Representative, on the other hand. All determinations made by the Arbitration Firm will be final, conclusive and binding on the parties.

Dispute. Within 30 days following receipt by TAT the Seller of the Final Effective Date Balance Sheets and the Final Net Working Capital Post-Closing Statement, TAT may the Seller shall deliver a written objection notice to the Buyer of any disagreement TAT dispute it has with respect to the preparation or content Post-Closing Statement (the “Post-Closing Statement Objection”) setting forth a specific description of the basis of the Post-Closing Statement Objection, the adjustments to the Post-Closing Statement which the Seller believes should be made, and the Seller’s calculation of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”)and the Closing Purchase Price as adjusted thereby. An Objection Notice must describe in reasonable detail the line item calculations contained The Seller shall be deemed to have accepted any items not specifically disputed in the Final Effective Date Balance Sheets and/or Post-Closing Statement Objection. Failure to so notify the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period shall constitute acceptance and approval of the Buyer’s calculation of the Final Working Capital and the Closing Purchase Price set forth in the Post-Closing Statement. During such 30-day period, the Buyer shall, at the request of the Seller, on reasonable prior notice from the Seller and during normal business hours, afford the Seller reasonable access to the books and records with respect to the Business (to the extent relevant to the determination of the Final Working Capital) and otherwise reasonably cooperate with the Seller in connection with its preparation of the Post-Closing Statement Objection. The Buyer shall have 30 days following the date it receives the Post-Closing Statement Objection to review and respond to the Post-Closing Statement Objection. If the Seller and the Buyer are unable to resolve all of their disagreements with respect to the determination of the foregoing items by the 30th day following the Buyer’s response to the Post-Closing Statement Objection, after having used their good-faith efforts to reach a resolution, either the Seller or the Buyer shall refer their remaining differences to Ernst & Young or, if such Final Effective Date Balance Sheets firm refuses to accept such engagement, another nationally recognized firm of independent public accountants as to which the Seller and Final Net Working Capital Statement will be final, conclusive the Buyer mutually agree acting promptly and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified (in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicableeither case, the “Arbitration CPA Firm”) to resolve their dispute. The CPA Firm will act as an expert, not an arbitrator. As promptly as practicable, and in any remaining disagreements; providedevent not more than 15 days after the CPA Firm is engaged, that the Arbitration Seller and the Buyer shall each prepare and submit a written presentation detailing each Party’s complete statement of proposed resolution of the dispute to the CPA Firm. As soon as practicable thereafter, the Seller and the Buyer shall cause the CPA Firm to choose either the Seller’s or the Buyer’s positions based solely upon the written presentations of the Seller and the Buyer. The CPA Firm shall determine make such determination with respect to the Final Working Capital in accordance with the Accounting Methods on a basis consistent with the Estimated Working Capital, and, in each case, only with respect to the disputed items identified specific remaining accounting-related differences so submitted in the Objection Notice that remain unresolved following the 30-day period described in this sentencesuch written presentations. In addition, in resolving any such unresolved disputed itemsitem, the Arbitration CPA Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) will not assign a value to any item greater than the greatest value claimed for such item claimed by either party Party or less lower than the smallest lowest value claimed for such item claimed by either party. Neither TAT Party in the Post-Closing Statement and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATPost-Closing Statement Objection. The fees, costs Party whose position is not accepted by the CPA Firm shall be responsible for and pay all of the fees and expenses of the Arbitration Firm CPA Firm. The Buyer and the Seller each agree to execute, if requested by the CPA Firm, a reasonable engagement letter. The Seller and the Buyer shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage request that the Arbitration Firm’s CPA Firm use its best efforts to render its determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyerwithin 45 days after referral. All determinations made by the Arbitration CPA Firm will be limited to the matters submitted to the CPA Firm by the Buyer and the Seller and shall be final, conclusive and binding on the partiesParties, and none of the Buyer, the Seller or any of their respective Affiliates shall seek further recourse from Governmental Authorities, other than to enforce the CPA Firm’s determination. Judgment may be entered upon the to enforce such determination of the Arbitration Firm in any court having jurisdiction over of competent jurisdiction. The Seller and the party against Buyer shall make reasonably available to the CPA Firm all relevant books and records, any work papers (including those of the Parties’ respective accountants) and supporting documentation relating to the Post-Closing Statement and all other items reasonably requested by the CPA Firm. The “Final Statement” shall be (i) the Post-Closing Statement in the event that (A) no Post-Closing Statement Objection is delivered to the Buyer during the initial 30-day period specified above or (B) the Seller and the Buyer so agree in writing, (ii) the Post-Closing Statement, adjusted in accordance with the Post-Closing Statement Objection, in the event that (A) the Buyer does not respond to the Post-Closing Statement Objection during the 30-day period specified above following receipt by the Buyer of the Post-Closing Statement Objection or (B) the Seller and the Buyer so agree in writing or (iii) the Post-Closing Statement, as adjusted pursuant to the agreement of the Buyer and the Seller or as determined by the CPA Firm together with any other modifications to the Post-Closing Statement agreed upon in writing by the Seller and the Buyer prior to the determination by the CPA Firm. Any adjustment or non-adjustment to the Purchase Price shall not form the basis for any claim for damages pursuant to this Agreement. The Parties’ payment obligations under this Section 2.5 will not be subject to offset or reduction by reason of any actual or alleged breach of, or inaccuracy in, any representation, warranty, covenant or agreement contained in this Agreement or the Ancillary Agreements, and any right or alleged right of indemnification hereunder or for any other reason. The process set forth in this Section 2.5(c) shall be the sole and exclusive remedy of the Parties and their respective Affiliates for any disputes related to the Closing Purchase Price or the Purchase Price and the calculations and amounts on which such determination is they are based or set forth in the related statements and notices delivered in connection therewith. For the avoidance of doubt, the Parties acknowledge and agree that the calculations to be enforcedmade pursuant to this Section 2.5 are not intended to be used to adjust for errors or omissions, under GAAP or otherwise, that may be found in the Year-end Financial Information or the Target Working Capital. No event, act, change in circumstances or similar development, including any market or business development or changes in GAAP or applicable Law, arising or occurring after the Closing, shall be taken into consideration in the calculations to be made pursuant to this Section 2.5 (even if GAAP would require such matter to be taken into consideration in such calculations).

Dispute. Within 30 45 days following receipt by TAT Sellers of the Final Effective Date Balance Sheets and the Final Net Working Capital Earn-Out Statement, TAT may Sellers shall deliver a written objection notice to Buyer of any disagreement TAT has dispute(s) they have with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreementEarn-Out Statement. If TAT does Sellers do not provide an Objection Notice notify Buyer of a dispute with respect to Buyer the Earn-Out Statement within such 3045-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Earn-Out Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely providedof such notification of a dispute or disputes, Buyer and TAT Sellers shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute(s). If Buyer and TATSellers, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute(s) within 30 15 days after Buyer’s receipt Sellers advise Buyer of an Objection Noticetheir objections, then Buyer and TAT Sellers jointly shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm to resolve such dispute(s). As promptly as practicable thereafter, Buyer and Sellers shall determine only each prepare and submit a presentation to the disputed items identified in Arbitration Firm. As soon as practicable thereafter, Buyer and Sellers shall cause the Objection Notice that remain unresolved Arbitration Firm to render its determination within 30 days following the 30-day period described in this sentenceits receipt of such presentations and based solely upon such presentations. In addition, in resolving any such disputed itemsitem, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) may not assign a value to any item greater than the greatest value claimed for such item claimed by either any party or less than the smallest value claimed for such item claimed by either any party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs fees and expenses of the Arbitration Firm shall be allocated to Buyer and borne by Buyer, on the one hand, and TAT, on the other hand, Sellers based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocationallocated) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. Firm For example, should if the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s Sellers’ position, then 60% of the costs fees and expenses of its review the Arbitration Firm would be borne by TAT Buyer and 40% of such fees and expenses of the costs Arbitration Firm would be borne by BuyerSellers. All determinations made by the Arbitration Firm shall will be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Dispute. Within 30 If Seller delivers a Closing Balance Sheet Dispute Notice to Purchaser, Purchaser and Seller shall attempt to reconcile the parties’ differences set forth in the Closing Balance Sheet Dispute Notice, and any resolution by them as to any disputed amounts set forth in the Closing Balance Sheet Dispute Notice shall be final, binding and conclusive on the parties for all purposes of determining the purchase prices and the payments required pursuant to this Section 1.4. If Purchaser and Seller are unable to reach a resolution within thirty (30) days following receipt by TAT after the delivery of the Final Effective Date Closing Balance Sheets Sheet Dispute Notice, Purchaser and Seller shall submit their respective determinations and calculations and the Final Net Working Capital Statement, TAT may deliver a written objection notice items set forth in the Closing Balance Sheet Dispute Notice remaining in dispute for resolution to Buyer PricewaterhouseCoopers Aarata or another independent accounting firm of any disagreement TAT has with respect international reputation mutually acceptable to Purchaser and Seller (the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection NoticeIndependent Accounting Firm”). An Objection Notice must describe in reasonable detail The parties shall cause the line item calculations contained in Independent Accounting Firm to submit a report to Purchaser and Seller with a determination regarding such remaining disputed items, within thirty (30) days after submission of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees matter, and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will report shall be final, binding and conclusive on Purchaser and binding on the partiesSeller. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate resolving any matters in good faith to resolve the disputed items identified in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicabledispute, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Independent Accounting Firm shall determine may only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) not assign a value to any item greater than in dispute within the range of the greatest value for such item claimed by either party or less than and the smallest value for such item claimed matters assigned by either partyPurchaser or Seller. Neither TAT The Independent Accounting Firm’s determination will be based solely on presentations by Purchaser, Seller and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) advisors and the responses of Purchaser, Seller and their respective advisors to questions to the Independent Accounting Firm in connection with such review, and shall have any ex parte conversations or meetings with not involve the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATIndependent Accounting Firm’s independent review. The fees, costs and expenses of the Arbitration Independent Accounting Firm in resolving the remaining disputed items shall be allocated to borne equally by Purchaser and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforcedSeller.

Dispute. Within 30 days following receipt by TAT of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may deliver Escrow Agent is acting as a written objection notice to Buyer of any disagreement TAT has stakeholder only with respect to the preparation or content Downpayment and the interest earned thereon. If a party requests disbursement of the Final Effective Date Balance Sheets and/or Downpayment for any reason other than the Final Net Working Capital Statement Closing having occurred, then Escrow Agent shall give written notice to the other party of such request. Such other party shall have the right to dispute the disbursement of the Downpayment to the requesting party only by delivering notice thereof to Escrow Agent (a "Dispute Notice") on or prior to the fifth (5th) day after the date when Escrow Agent gives such notice, an “Objection Notice”). An Objection Cedar acknowledges and agrees that Cedar shall not deliver a Dispute Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall unless (i) be bound any of the conditions precedent to Cedar's obligation to consummate the transactions contemplated by the terms and conditions this Agreement (as set forth in this Section 2.3 and Exhibit B, 7.2.1) or (ii) render its decision any of the conditions precedent to the Other Agreement Buyer's obligation to consummate the transactions contemplated by the Other Agreement (as set forth in Section 7.2.1 thereof), shall not have occurred or been satisfied. Notwithstanding anything to the contrary contained herein, Escrow Agent shall not disburse the Downpayment until the day immediately following the last day of such five (5) day period. If there is any dispute as to whether Escrow Agent is obligated to deliver the Downpayment or as to whom said Downpayment is to be delivered, then Escrow Agent shall not make any delivery, but in such event Escrow Agent shall hold the same until Escrow Agent receives (a) notice from the objecting party withdrawing the objection, or (b) a notice signed by both parties directing disposition of the Downpayment, or (c) a nonappealable judgment or order of a court of competent jurisdiction. If such notice is not received, or proceedings for such determination are not begun, within 30 thirty (30) calendar days after the referral date set forth herein for the Closing (as the same may have been changed by agreement of the dispute(sparties) to the Arbitration Firm for a decision pursuant heretoand diligently continued, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) then Escrow Agent shall have the right to (w) hold and retain all or any ex parte conversations part of the Downpayment until such dispute is settled or meetings with the Arbitration Firm without the prior consent of finally determined by litigation, arbitration or otherwise, or (x) deposit the Downpayment, together with respect to TAT the interest earned thereon, in an appropriate court of law, following which Escrow Agent shall thereby and Sellersthereafter be relieved and released from any liability or obligation under this Agreement, Buyer and or (y) with respect to Buyerinstitute an action in interpleader or other similar action permitted by stakeholders in the Commonwealth of Pennsylvania, TAT. The fees, costs and expenses or (z) interplead any of the Arbitration Firm shall parties in any action or proceeding which may be allocated brought to and borne by Buyer, on determine the one hand, and TAT, on the other hand, based on the inverse rights of the percentage that the Arbitration Firm’s determination (before such allocation) bears parties to the total amount all or any part of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforcedDownpayment.

Dispute. Within 30 forty-five (45) days following receipt by TAT the Seller Representative of the Final Effective Date Balance Sheets and the Final Net Working Capital Closing Statement, TAT may the Seller Representatives shall deliver written notice (a written objection notice “Notice of Disagreement”) to Buyer the Purchaser of any disagreement TAT has dispute they have with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreementClosing Statement. If TAT does the Seller Representatives do not provide an Objection a Notice of Disagreement to Buyer Purchaser within such 30forty-day five (45)-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Closing Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified in the Objection Notice. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 days after Buyer’s receipt of an Objection Notice, then Buyer and TAT shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) to the Arbitration Firm for a decision pursuant hereto, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TAT. The fees, costs and expenses of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the partiesparties and shall be deemed to determine the Final Purchase Price. In the event that a Notice of Disagreement provided within the time period described in the first sentence of this Section 2.3(b), the Purchaser and the Seller Representatives shall negotiate in good faith to resolve such dispute. If Purchaser and the Seller Representatives, notwithstanding such good faith effort, fail to resolve such dispute within thirty (30) days after the Seller Representatives provided a Notice of Disagreement to the Purchaser, then the Purchaser and the Seller Representatives jointly shall engage KPMG LLP, or if such firm is unwilling or unavailable to serve, then another nationally or regionally recognized independent accounting firm, as mutually agreed upon by the Purchaser and the Seller Representatives (the “Accounting Firm”) to resolve such dispute. The Accounting Firm shall provide a written report to the Purchaser and the Seller Representatives with decisions as to all matters described in the Notice of Disagreement within ninety (90) days of being engaged. The amount awarded by the Accounting Firm with respect to any disputed item shall not be less than the lower of the amounts claimed by the parties with respect to such disputed item in the Closing Statement or the Notice of Disagreement nor more than the greater of the amounts claimed by the parties with respect to such disputed item in the Closing Statement or the Notice of Disagreement. The scope of the disputes to be resolved by the Accounting Firm shall be limited to correcting mathematical errors and determining whether the items disputed in the Notice of Disagreement were determined in accordance with the Balance Sheet Rules, if applicable, and this Agreement, and the Accounting Firm shall not make any other determination, including any determination as to whether the Estimated Working Capital or the Estimated Company Indebtedness Amount are correct. The Accounting Firm’s decision shall be based solely on written submissions by the Seller Representatives and the Purchaser and their respective Representatives and not by independent review and shall be final and binding on all of the parties hereto. When rendering decisions with respect to items disputed in the Notice of Disagreement, the Accounting Firm will take into consideration both sides of any required accounting entry when resolving such disputed item (e.g., a misclassification of outstanding checks between cash and accounts payable will require adjustment to both accounts, even if cash is the account subject to the Notice of Disagreement and the accounts payable is not). Judgment may be entered upon the determination of the Arbitration Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced.. The fees and disbursements of the Accounting Firm shall be borne (i) by the Purchaser in the proportion that the aggregate dollar amount of the disputed items that are successfully disputed by the Seller Representatives (as finally determined by the Accounting Firm) bears to the aggregate dollar amount of all disputed items and

Dispute. Within 30 days following receipt by TAT of Seller shall review the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may and within thirty (30) days following its receipt of the Working Capital Statement, shall deliver a written objection notice to Buyer of any disagreement TAT dispute it has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (Statement, setting forth in such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail written notice Seller’s objections to the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with particularity and the specific changes or adjustments which TAT disagrees and must briefly describe the basis for any such disagreementSeller claims are required to be made thereto. If TAT Seller does not provide an Objection Notice notify Buyer of a dispute with respect to Buyer the Working Capital Statement within such thirty (30-) day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the partiesparties and upon which a judgment may be entered by a court of competent jurisdiction. In the event an Objection Notice is timely providedof such notification of a dispute, Buyer and TAT Seller shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If Buyer and TATSeller, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute within 30 thirty (30) days after Buyer’s receipt Seller advises Buyer of an Objection Noticeits objections, then Buyer and TAT Seller shall jointly engage the firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other a mutually acceptable nationally recognized reputable accounting firm as may be mutually acceptable to Buyer and TAT (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; providedsuch dispute. As promptly as practicable thereafter, that the Arbitration Firm shall determine only and report in writing to Buyer and Seller as to the resolution of all disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, matters submitted to the Arbitration Firm and the effect of such determinations on the Working Capital Statement, and such determinations shall (i) be bound by final, binding and conclusive as to Buyer and Seller and their respective affiliates and upon which a court of competent jurisdiction may enter a judgment. For purposes of complying with the terms and conditions set forth in this Section 2.3 3.3, each party shall cooperate with and Exhibit B, (ii) render its decision within 30 days after the referral of the dispute(s) make available to the Arbitration Firm for a decision pursuant heretoother parties, and (iii) 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. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) , and the Arbitration Firm, all information, records, data and working papers, and shall have any ex parte conversations or meetings permit access to its facilities and personnel, as may be reasonably required in connection with the Arbitration Firm without preparation and analysis of the prior consent Working Capital Statement and the resolution of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATany disputes thereunder. The fees, costs fees and expenses disbursements of the Arbitration Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on party that assigned an amount to Closing Working Capital furthest from the other hand, based on the inverse amount of the percentage that Closing Working Capital finally determined by the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced.

Dispute. Within 30 days following receipt by TAT of the Final Effective Date Balance Sheets and the Final Net Working Capital Statement, TAT may deliver If Parent delivers a written objection notice to Buyer of any disagreement TAT has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”). An Objection Notice must describe in reasonable detail the line item calculations contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Dispute Notice to Buyer within such 30-day the applicable review period, Buyer and Parent shall use reasonable, good faith efforts to resolve their differences concerning the Items of Dispute, and if any Item of Dispute is so resolved, the Closing Statement shall be modified as necessary to reflect such Final Effective Date Balance Sheets and Final Net Working Capital resolution. If all Items of Dispute are so resolved, the Closing Statement will (as so modified) shall be final, conclusive and binding on the parties. In the event an Objection Notice is timely provided, Buyer and TAT shall negotiate in good faith to resolve the disputed items identified in the Objection Noticeall parties hereto. If Buyer and TAT, notwithstanding such good faith efforts, fail to resolve any such disagreements within 30 Item of Dispute remains unresolved for a period of thirty (30) days after Buyer’s receipt of an Objection Noticethe last Dispute Notice received within the thirty (30) day review period, then Buyer and TAT Parent shall jointly engage submit the firm of Deloitte LLP, dispute to Ernst & Young LLP or, if Deloitte LLP such firm is not then unwilling or unable to perform such services, to a nationally recognized independent certified public accountant (the “Accounting Firm”) selected by mutual agreement of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT Parent within ten (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association10) (as applicable, the “Arbitration Firm”) to resolve any remaining disagreements; provided, that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral end of such thirty (30) day period. The Accounting Firm shall not be an accounting firm that has performed accounting or consulting services for Buyer, the dispute(sCompany or Parent in the past three (3) years. Buyer and Parent shall each make a final written submission to the Arbitration Accounting Firm for and request that the Accounting Firm render a decision pursuant determination as to each unresolved Item of Dispute within thirty (30) days after its retention, and the parties shall cooperate fully with the Accounting Firm so as to enable it to make such determination as quickly and as accurately as practicable. The Accounting Firm shall render a determination only on the Items of Dispute, it shall limit its determination with respect to any particular Item of Dispute to the range of values based on the final submission of Parent and Buyer, and it shall render all determinations in accordance with GAAP and, solely with respect to the Net Working Capital, the principles set forth on Exhibit D. The Accounting Firm’s determination as to each Item of Dispute submitted to it shall be in writing and shall be conclusive and binding upon the parties hereto, and (iii) not assign a value the Closing Statement shall be modified to any item greater than the greatest value for extent necessary to reflect such item claimed by either party or less than the smallest value for such item claimed by either party. Neither TAT and Sellers, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATdetermination. The fees, costs fees and expenses of the Arbitration Accounting Firm shall be allocated to shared equally by Buyer and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyer. All determinations made by the Arbitration Firm shall be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforcedSeller.

Dispute. Within 30 sixty (60) days following receipt by TAT Seller Representative of the Final Effective Date Balance Sheets and Closing Statement (the Final Net Working Capital Statement“Dispute Period”), TAT may Seller Representative shall deliver written notice (a written objection notice “Dispute Notice”) to Buyer of any disagreement TAT Seller Representative has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement (such notice, an “Objection Notice”)Closing Statement. An Objection Such Dispute Notice must shall describe in reasonable detail the line item calculations items contained in the Final Effective Date Balance Sheets and/or the Final Net Working Capital Closing Statement with which TAT Seller Representative disagrees and must briefly describe and, to the extent available, the basis for any such disagreement and the amount of the disagreement. If TAT Seller Representative does not provide an Objection Buyer with a Dispute Notice related to Buyer the Final Closing Statement within such 30-day periodthe Dispute Period, such Final Effective Date Balance Sheets and Final Net Working Capital Closing Statement will be final, conclusive and binding on the partiesParties. In the event an Objection Notice is timely providedSeller Representative provides Buyer with a Dispute Notice, Buyer and TAT Seller Representative shall negotiate in good faith to resolve the disputed items identified in the Objection Noticeany disagreements related thereto. If Buyer Xxxxx and TATSeller Representative, notwithstanding such good faith effortseffort, fail to resolve any such disagreements disagreement contained in the Dispute Notice within 30 thirty (30) days after Buyer’s receipt of an Objection Seller Representative provides Buyer with such Dispute Notice, then Buyer and TAT Seller Representative jointly shall jointly engage and instruct the accounting firm of Deloitte LLP, or, if Deloitte Ernst & Young LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized independent accounting firm as may be mutually acceptable to Buyer and TAT Seller Representative (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Accounting Firm”) to resolve any remaining disagreements; provided, such unresolved disagreement(s). Seller Representative and Buyer shall jointly instruct the Accounting Firm that the Arbitration Firm shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall it (i) be bound by shall review only the unresolved disagreements contained in the Dispute Notice, (ii) shall make its determination based upon the terms and conditions set forth in this Section 2.3 and Exhibit B, (iiiii) shall render its decision within 30 thirty (30) days after the referral of the dispute(s) dispute to the Arbitration Accounting Firm for a decision pursuant hereto, and (iiiiv) shall not assign a value to any item greater than the greatest value for such item claimed by either party Buyer or Seller Representative or less than the smallest value for such item claimed by either Buyer or Seller Representative and (v) shall make its decision solely on written materials submitted by the Parties and shall not conduct an independent review. As promptly as practicable following the Accounting Firm’s engagement, Xxxxx and Seller Representative shall each prepare and submit a written presentation to the Accounting Firm. Following delivery of the presentations, Xxxxx and Seller Representative may each submit a written response to the other party’s presentation. As soon as practicable thereafter, the Accounting Firm shall render a decision based solely on their respective presentations. Neither TAT and Sellers, on one hand, Seller Representative nor Buyer, on the other hand, Xxxxx (and none of their respective representatives) shall have any ex parte conversations conversation(s) or meetings meeting(s) with the Arbitration Accounting Firm in connection herewith without the prior consent of (x) with respect to TAT and SellersSeller Representative, Buyer Xxxxx, and (y) with respect to BuyerXxxxx, TATSeller Representative. In resolving any such unresolved disagreement(s), the Accounting Firm shall act solely as an expert, and not as an arbitrator. The fees, costs and expenses of the Arbitration Accounting Firm shall be allocated to and borne by BuyerXxxxx, on the one hand, and TATSeller (or in the event Seller has been dissolved, the Beneficial Owners on a Pro Rata Share basis and not jointly), on the other hand, based on the inverse of the percentage that the Arbitration Accounting Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Accounting Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Accounting Firm awards award $600 in favor of BuyerXxxxx’s position, 60% of the costs of its review would be borne by TAT Seller (or in the event Seller has been dissolved, the Beneficial Owners on a Pro Rata Share basis and not jointly), and 40% of the costs would be borne by BuyerXxxxx. All determinations made by the Arbitration Accounting Firm shall be final, conclusive and binding on the partiesParties. Judgment may be entered upon the determination of the Arbitration Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The process set forth in this Section 2.3(d) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Final Closing Statement or taken into account in the calculation of the Net Working Capital, the Closing Cash Balance, the outstanding amount of all Company Debt and Selling Expenses.

Dispute. Within 30 days following receipt by TAT Seller of the Final Effective Date Closing Balance Sheets Sheet and the Final Net Working Capital Statement, TAT may Seller shall deliver a written objection notice to Buyer Purchaser of any disagreement TAT dispute Seller has with respect to the preparation or content of the Final Effective Date Balance Sheets and/or Working Capital Statement; provided, however, that Seller may not dispute the accounting principles, practices, methodologies and policies used in preparing the Final Net Working Capital Statement (such noticeif they are the same as the accounting principles, an “Objection Notice”)practices, methodologies and policies used in preparing the Estimated Working Capital Statement. An Objection Notice must describe in reasonable detail the line item calculations contained in If Seller does not notify Purchaser of a dispute with respect to the Final Effective Date Balance Sheets and/or the Final Net Working Capital Statement with which TAT disagrees and must briefly describe the basis for any such disagreement. If TAT does not provide an Objection Notice to Buyer within such 30-day period, such Final Effective Date Balance Sheets and Final Net Working Capital Statement will be final, conclusive and binding on the parties. In the event an Objection Notice is timely providedof such notification of a dispute, Buyer Purchaser and TAT Seller shall negotiate in good faith to resolve the disputed items identified in the Objection Noticesuch dispute. If Buyer Purchaser and TATSeller, notwithstanding such good faith effortseffort, fail to resolve any such disagreements dispute within 30 15 days after Buyer’s receipt Seller advises Purchaser of an Objection Noticeits objections, then Buyer Purchaser and TAT Seller jointly shall jointly engage the an independent accounting firm of Deloitte LLP, or, if Deloitte LLP is not then independent of Buyer and TAT or is not reasonably available to so act, then such other nationally recognized accounting firm as may be mutually acceptable to Buyer and TAT national reputation (or in the event the parties cannot agree, an accounting expert as chosen by the American Arbitration Association) (as applicable, the “Arbitration Accounting Firm”) to resolve any remaining disagreements; providedsuch dispute. As promptly as practicable thereafter, that the Arbitration Firm Purchaser and Seller shall determine only the disputed items identified in the Objection Notice that remain unresolved following the 30-day period described in this sentence. In addition, in resolving any such disputed items, the Arbitration Firm shall (i) be bound by the terms each prepare and conditions set forth in this Section 2.3 and Exhibit B, (ii) render its decision within 30 days after the referral submit a presentation detailing each party’s complete statement of proposed resolution of the dispute(s) dispute to the Arbitration Accounting Firm. As soon as practicable thereafter, Purchaser and Seller shall cause the Accounting Firm for to make a decision pursuant heretofinal determination of Final Working Capital based upon the presentations by Purchaser and Seller, and (iii) provided that such final determination shall not assign a value to any item be in an amount greater than the greatest value for such item claimed by either party higher, or less than the smallest value for such item claimed lower, of the two amounts proposed by either party. Neither TAT Seller and SellersPurchaser, on one hand, nor Buyer, on the other hand, (and none of their respective representatives) shall have any ex parte conversations or meetings with the Arbitration Firm without the prior consent of (x) with respect to TAT and Sellers, Buyer and (y) with respect to Buyer, TATrespectively. The fees, costs and parties shall share the expenses of the Arbitration Accounting Firm shall be allocated to and borne by Buyer, on the one hand, and TAT, on the other hand, based on the inverse of the percentage that the Arbitration Firm’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Arbitration Firm. For example, should the items in dispute total in amount to $1,000 and the Arbitration Firm awards $600 in favor of Buyer’s position, 60% of the costs of its review would be borne by TAT and 40% of the costs would be borne by Buyerequally. All determinations made by the Arbitration Accounting Firm shall will be final, conclusive and binding on the parties. Judgment may be entered upon the determination of the Arbitration Firm in any court having jurisdiction over the party against which such determination is to be enforced.