Common use of Final Closing Balance Sheet Clause in Contracts

Final Closing Balance Sheet. From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety (90) days after the delivery of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” and such calculation of Net Asset Value shall be the “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates.

Final Closing Balance Sheet. From (i) Following the Closing, Buyer shall prepare and deliver to the Seller no later than the seventy-fifth (75th) day following the Closing Date through the date Date, a proposed Final Closing Balance Sheet of the payment provided for in Section 3.2(d)Company setting forth the proposed Final Closing Cash, Purchaser shall give Sellers reasonable access during normal business hours to the books Final Debt, Final Seller Transaction Costs and recordsFinal Net Working Capital, the accounting and other appropriate personnel and the independent accountants together with Buyer’s calculation of the Business Final Purchase Price, together in each case with reasonable supporting {N0221423 } 16 documentation and Purchaser (including access to each of work papers related thereto. The Final Closing Balance Sheet shall be prepared consistent with the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Statement Principles. Buyer’s proposed Final Closing Balance Sheet and the Closing Calculation. Within ninety (90) days after the delivery calculation of the Closing Balance Sheet Final Purchase Price delivered to the Seller shall be final and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement binding on the Closing Balance Sheet and Parties unless the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” and such calculation of Net Asset Value shall be the “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation Seller objects within thirty (30) days after the end receipt thereof by: (1) notifying Buyer in writing of such 90-day period, then the parties shall submit the items in dispute each objection; and (but no other matters2) delivering to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in Buyer a written report (“Accountants Report”), setting forth its determination of all items statement describing in dispute, together reasonable detail the basis for each objection along with the resulting Seller’s proposed Final Closing Balance Sheet and calculation of the Closing Net Asset Value Final Purchase Price, which shall set forth the proposed amount of each item with respect to which Seller objects and a reasonably detailed explanation of work performed reasonable supporting detail with respect to the calculation thereof (the notice and statements contemplated by the Accountantsimmediately preceding clauses (1) and (2), delivered the “Objection Notice”); provided that the Seller may not dispute the Statement Principles. Any component of Buyer’s proposed Final Closing Balance Sheet and calculation of the Final Purchase Price that is not the subject of an objection by the Accountants to Seller shall be final and binding on the parties hereto within thirty (30Parties. If Buyer agrees with the objection(s) days following of the submission of such dispute to Seller, the Accountants, and the Seller’s proposed Final Closing Balance Sheet and the Closing Calculation as modified in accordance with Seller’s calculation of the Accountants Report shall be Final Purchase Price, then the “Seller’s proposed Final Closing Balance Sheet” Sheet and calculation of the “Final Closing Calculation”, respectively, and Purchase Price shall be final and binding upon on the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its AffiliatesParties.

Final Closing Balance Sheet. From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety (90) 15 days after the delivery of the Closing Balance Sheet and the Closing CalculationDelivery Date, Sellers Interland shall have completed a review of the Preliminary Closing Balance Sheet and the Closing CalculationSheet. After such review, if Sellers Interland and Purchaser the Stockholder Representative reach agreement on the Preliminary Closing Balance Sheet and the Closing CalculationSheet, such balance sheet shall be the “"Final Closing Balance Sheet” and such calculation of Net Asset Value shall be the “Final Closing Calculation.” " If however, Sellers Interland and Purchaser the Stockholder Representative are unable to reach agreement on the Preliminary Closing Balance Sheet and the Closing Calculation within thirty (30) 30 days after the end of such 90-day periodInterland's completed review, then the parties shall submit the items in dispute (but no other matters) matter to KPMG LLP, or such other “"Big Four” " public accounting firm as is mutually acceptable to the parties hereto (the “"Accountants”") for resolution. Such resolution by the Accountants shall be set forth in a written report (“"Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, ") delivered by the Accountants to the parties hereto within thirty (30) 15 days following the submission of such dispute to the Accountants, Accountants and the Preliminary Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Accountant's Report shall be the “"Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, " and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value Debt of Sellers determined pursuant to Trellix as reflected on the Final Closing Calculation Balance Sheet shall be the “Closing Net Asset Value”Debt of Trellix. Any amounts due shall be distributed in accordance with the terms of Section 2.3(a) within one calendar week following the delivery of the Accountants Report to the parties hereto. The fees charged by the Accountants shall be paid 50% by Sellers the Stockholders and 50% by Purchaser Interland. The portion of the fees payable by the Stockholders shall be deducted from the Net Debt Shortfall Escrow, if sufficient funds are available, or its Affiliatesif not, from the Indemnity Escrow.

Final Closing Balance Sheet. From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the The Closing Balance Sheet or, if it has been adopted or finally determined pursuant to Section 2.7(a)(iii), the Revised Closing Balance Sheet, as appropriate, shall be deemed to be final, binding and conclusive on Parent and the Executing Stockholders, the Executing Option Holders and Non-Owner Participants (the “Final Closing Calculation. Within ninety Balance Sheet”) upon the earliest of (90A) days after the failure of the Stockholder Representative to deliver to Parent the Dispute Notice by the twentieth (20th) Business Day following Parent’s delivery of the Closing Balance Sheet to the Stockholder Representative; (B) the resolution of all disputes by Parent and the Closing CalculationStockholder Representative, Sellers shall have completed as evidenced by, if appropriate, a review of the Revised Closing Balance Sheet certified in writing by the Stockholder Representative and Parent; or (C) the resolution of all disputes by the Independent Accounting Firm, and, if applicable, Parent and the Closing Calculation. After such reviewStockholder Representative, in accordance with Section 2.7(a)(iii), as evidenced by written certification by the Stockholder Representative and Parent including, if Sellers and Purchaser reach agreement appropriate, a Revised Closing Balance Sheet. Subject to Section 2.7(b)(ix), any adjustment of the Merger Consideration based on the Final Closing Balance Sheet and the Closing Calculation, such balance sheet shall be made on the fifth (5th) Business Day following the determination of the Final Closing Balance Sheet (the “Adjustment Payment Date”) in accordance with Section 2.7(b) below. The unpaid Debt as of the Effective Time as reflected in the Final Closing Balance Sheet is referred to herein as the “Final Closing Debt”. The unpaid Transaction Expenses as of the Effective Time as reflected in the Final Closing Balance Sheet” and such calculation of Net Asset Value shall be Sheet is referred to herein as the “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on Transaction Expenses”. The consolidated Cash of the Centerre Companies as of the Effective Time as reflected in the Final Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) is referred to KPMG LLP, or such other “Big Four” public accounting firm herein as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing CalculationCash”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates.

Final Closing Balance Sheet. From the Closing Date through the date Upon receipt of the payment provided for in Section 3.2(d)Initial Closing Balance Sheet, Purchaser shall give Sellers reasonable access Buyer and its independent accountants, will be permitted during normal business hours the succeeding 30 day period to examine the books and recordsrecords of Seller and the work papers prepared by Seller or Seller's accountants. If Buyer agrees to the Initial Closing Balance Sheet, it will become the Final Closing Balance Sheet. If Buyer cannot agree to the Initial Closing Balance Sheet it will within 30 calendar days after delivery of the Initial Closing Balance Sheet by Seller, prepare and deliver to Seller a list of disputed adjustments (the "Disputed Adjustments") Buyer believes should have been recorded on the Initial Closing Balance Sheet, specifying the amount of each Disputed Adjustment which Buyer believes should have been reflected on the Initial Closing Balance Sheet. Buyer and Seller will use their best efforts to resolve the Disputed Adjustments. If Buyer and Seller are able to reach an agreement on the Disputed Adjustments, the accounting Initial Closing Balance Sheet will be amended to reflect such agreement and other appropriate personnel will become the Final Closing Balance Sheet. If Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within 15 calendar days after receipt by Seller of the Disputed Adjustments, then the Disputed Adjustments will be immediately submitted by Buyer and Seller to their independent public accountants, and the parties will use their reasonable efforts to cause their accountants to promptly review and assist the parties in resolving the Disputed Adjustments. Buyer and Seller will each be responsible for the fees, costs and expenses of their respective independent accountants. If the independent accountants for Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within 15 calendar days after receipt by Seller of such Disputed Adjustments, then the Disputed Adjustments will be resolved by Deloitte & Touche, LLP or, if such firm is unwilling or unable to act in such capacity, then by another nationally-recognized firm of certified public accountants mutually acceptable to the independent accountants of Buyer and Seller (the Business "Accounting Referee"). The parties will use their reasonable efforts to cause the Accounting Referee to promptly review the Disputed Adjustments and Purchaser (including access to determine the final value of each of the specific Disputed Adjustments. In making such determination, the Accounting Referee will consider only the items or amounts in dispute (and any other items or amounts relating thereto), and the determination of information described each Disputed Adjustment's value, as so computed, will not, in Exhibit 3.2(b)) in order to enable Sellers to review any event, be less than zero or greater than the amount of the Disputed Adjustments. Such determination will be made within 15 calendar days after the date on which the Accounting Referee receives notice of the Disputed Adjustments, or as soon thereafter as possible. The Initial Closing Balance Sheet and will then be amended to reflect the Closing Calculation. Within ninety (90) days after the delivery determination of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review final value of each of the Closing Balance Sheet Disputed Adjustments and will become the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” . The fees, costs and expenses of the Accounting Referee in conducting such calculation of Net Asset Value shall review will be the “paid equally by Buyer and by Seller. The Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet will be deemed to be and the Closing Calculation within thirty (30) days after the end of such 90-day period, then will be conclusive and binding on the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) this Agreement for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination purposes of all items in dispute, together with the resulting calculation determining any adjustment of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined Purchase Price pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliatesthis Section 2.3.

Final Closing Balance Sheet. From the Closing Date through the date Upon receipt of the payment provided for in Section 3.2(d)Initial Closing Balance Sheet, Purchaser shall give Sellers reasonable access Buyer and its independent accountants will be permitted during normal business hours the succeeding 35 day period to examine the books and recordsrecords of Seller and the work papers prepared by Seller or Seller's accountants. If Buyer agrees to the Initial Closing Balance Sheet, it will become the Final Closing Balance Sheet. If Buyer does not agree to the Initial Closing Balance Sheet it will within 35 calendar days after delivery of the Initial Closing Balance Sheet by Seller, prepare and deliver to Seller a list of disputed adjustments (the "Disputed Adjustments") Buyer believes should have been recorded on the Initial Closing Balance Sheet, specifying the amount of each Disputed Adjustment which Buyer believes should have been reflected on the Initial Closing Balance Sheet. Buyer and Seller will use their best efforts to resolve the Disputed Adjustments. If Buyer and Seller are able to reach an agreement on the Disputed Adjustments, the accounting Initial Closing Balance Sheet will be amended to reflect such agreement and other appropriate personnel will become the Final Closing Balance Sheet. If Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within seven calendar days after receipt by Seller of the Disputed Adjustments, then the Disputed Adjustments will be immediately submitted by Buyer and Seller to their independent public accountants, and the parties will use their reasonable efforts to cause their accountants to promptly review and assist the parties in resolving the Disputed Adjustments. Buyer and Seller will each be responsible for the fees, costs and expenses of their respective independent accountants. If the independent accountants for Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within seven calendar days after receipt by Buyer's independent accountant of such Disputed Adjustments, then the Disputed Adjustments will be resolved by a nationally-recognized firm of certified public accountants mutually acceptable to the independent accountants of Buyer and Seller (the Business "Accounting Referee"). The parties will use their reasonable efforts to cause the Accounting Referee to promptly review the Disputed Adjustments and Purchaser (including access to determine the final value of each of the specific Disputed Adjustments. In making such determination, the Accounting Referee will consider only the items or amounts in dispute (and any other items or amounts relating thereto), and the determination of information described each Disputed Adjustment's value, as so computed, will not, in Exhibit 3.2(b)) in order to enable Sellers to review any event, be less than zero or greater than the amount of such Disputed Adjustment. Such determination will be made within 30 calendar days after the date on which the Accounting Referee receives notice of the Disputed Adjustments, or as soon thereafter as possible. The Initial Closing Balance Sheet and will then be amended to reflect the Closing Calculation. Within ninety (90) days after the delivery determination of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review final value of each of the Closing Balance Sheet Disputed Adjustments and will become the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” . The fees, costs and expenses of the Accounting Referee in conducting such calculation of Net Asset Value shall review will be the “paid equally by Buyer and by Seller. The Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet will be deemed to be and the Closing Calculation within thirty (30) days after the end of such 90-day period, then will be conclusive and binding on the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) this Agreement for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination purposes of all items in dispute, together with the resulting calculation determining any adjustment of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined Purchase Price pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliatesthis Section 2.2.

Final Closing Balance Sheet. From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser No later than one hundred twenty (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety (90120) days after the delivery of Closing Date, Buyer will deliver to Seller the final Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be (the “Final Closing Balance Sheet” ”) and such calculation the calculations of the Final Net Asset Value Working Capital based upon the Final Closing Balance Sheet, as well as the Final Closing Date Indebtedness, the Final Transaction Expenses, the Final Cash and Cash Equivalents and the Final Pension and Retiree Liability. The Final Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles; provided, however, that all accounts receivable amounts will reflect the most recent information available regarding the value of receivables subject to any provisional pricing arrangements; and provided, further, that in the event of a conflict between consistency with the Company Accounting Principles and compliance with GAAP, except for the Company Accounting Principles set forth on Schedule 1.06(a), compliance with GAAP shall control. The Final Closing Balance Sheet shall be accompanied by a statement (the “Final Closing Calculation.” If howeverSales Statement”) of each Final Sale of ammonium sulfate that was a Provisional Sale as of immediately prior to the Closing, Sellers including the tonnage and Purchaser are unable Final Sales Price thereof. Additionally, Seller shall direct Buck Consultants, LLC and PricewaterhouseCoopers LLP to reach agreement on prepare the calculation of the Final Pension and Retiree Liability as of the Closing Balance Sheet Date by Buck Consultants, LLC updating the Pension Reports for the Pension Underfunding and PricewaterhouseCoopers LLP updating the Actuarial Valuation for the Retiree Obligation, in each case, as of the Closing Calculation within thirty Date using the same methodology as was used to prepare the Pension Reports and Actuarial Valuation. Seller shall direct such firms to deliver such calculation to Buyer and Seller no later than one hundred twenty (30120) days after the end of such 90-day periodClosing Date. The Final Pension and Retiree Liability, then the parties shall submit the items in dispute (but no other matters) to KPMG as determined by Buck Consultants, LLC and PricewaterhouseCoopers LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”)final, setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final conclusive and binding upon on the parties heretoparties, absent fraud or manifest error. The Net Asset Value cost of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged such updates prepared by the Accountants Buck Consultants, LLC and PricewaterhouseCoopers LLP shall be paid 50% by Sellers and 50% by Purchaser or its AffiliatesSeller.

Final Closing Balance Sheet. From Not later than 30 days after the Closing Date, the Purchaser shall cause a consolidated balance sheet of the Corporation and the Subsidiaries as at the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to be prepared and delivered to the books and recordsVendors' Representative, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety (90) days after the delivery of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such which balance sheet shall be prepared in accordance with generally accepted accounting principles in a manner consistent with that of the “balance sheet comprising the Audited Financial Statements, and which shall include a calculation of the Net Cash as at the Closing Date (which balance sheet, together with the calculation of Net Cash as at the Closing Date, is hereinafter referred to as the "FINAL CLOSING BALANCE SHEET"). The Purchaser shall provide the Vendors' Representative with reasonable access to the Corporation's financial records and working papers to assist in its review of the Final Closing Balance Sheet” and such calculation of Net Asset Value shall be . If the “Vendors' Representative notifies the Purchaser that it agrees with the Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet within 30 days after receipt thereof or fails to deliver notice to the Purchaser of its disagreement therewith within such 30 day period, the Final Closing Balance Sheet shall be conclusive and binding on the Purchaser and the Vendors and the parties shall be deemed to have agreed thereto, in the first case, on the date the Purchaser receives the notice and, in the second case, on such 30th day. If the Vendors' Representative notifies the Purchaser of its disagreement with the Final Closing Calculation Balance Sheet within thirty (30) days after the end of such 90-30 day period, then the parties Purchaser and the Vendors' Representative shall submit attempt, in good faith, to resolve their differences with respect thereto within 30 days after the items in dispute Purchaser's receipt of the Vendors' Representative's notice of disagreement. Any disagreement over the Final Closing Balance Sheet (but no other mattersa "BALANCE SHEET DISPUTE") to KPMG LLPnot resolved by the Purchaser and the Vendors' Representative within such 30 day period shall be submitted KPMG, Toronto, or such other “Big Four” public nationally recognized accounting firm as the Vendors' Representative and the Purchaser may agree, provided that if there is mutually acceptable a Balance Sheet Dispute pursuant to both sections 2.11 and 2.13 the parties hereto same accounting firm shall be employed (the “Accountants”) for resolution"ACCOUNTANTS"). Such resolution by The Accountants shall act as experts, not as arbitrators, and the determination of the Accountants shall shall, in the absence of manifest error, be set forth in a written report (“Accountants Report”), setting forth its determination final and binding on the Vendors and the Purchaser. The fees and expenses of all items in disputethe Accountants, together with the resulting calculation costs, including the legal expenses of the Closing Net Asset Value and a reasonably detailed explanation parties, shall be in the discretion of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and which determination shall be final and binding upon on the parties hereto, absent fraud or manifest errorVendors and the Purchaser. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be Balance Sheet, amended to reflect the “Closing Net Asset Value”. The fees charged resolution of each Balance Sheet Dispute as agreed in writing between the Vendors' Representative and the Purchaser or as determined by the Accountants Accountants, as the case may be, shall be paid 50% by Sellers and 50% by Purchaser or its Affiliatesconstitute the "FINAL CLOSING BALANCE SHEET" for the purposes of this Agreement.