Common use of Final Closing Statement Clause in Contracts

Final Closing Statement. Within one hundred twenty (120) days after the Closing Date, Purchaser's Accountants shall deliver a final closing statement (a "Final Closing Statement") to Purchaser, to Seller and to Escrow Holder setting forth the final determination of all items to be included in the closing statements, including, but not limited to the Purchase Price and any adjustment required for Adjusted Working Capital. If, within fifteen (15) days after receipt of the Final Closing Statement, Seller notifies Purchaser that Seller disapproves of such Closing Statement and specifies in reasonable detail the reason for Seller's disapproval, then Purchaser's Accountants and Seller's Accountants shall jointly attempt to resolve the dispute. If such dispute is not resolved within ten (10) days after Seller's notice, then Purchaser's Accountants and Seller's Accountants shall jointly submit such dispute to another firm of independent certified public accountants of recognized standing in the casino gaming industry, and the determination of such firm of independent certified public accountants shall be conclusive and binding on Purchaser, Seller and Parent. The parties shall equally share all costs, fees and expenses directly incurred in connection with the determination of such firm of independent certified public accountants. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed shall be settled in cash between Purchaser and Seller within ten (10) days after receipt of the Final Closing Statement. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are disputed shall be settled in cash between Purchaser and Seller within ten (10) days after resolution of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may be.

Final Closing Statement. (a) Within one hundred twenty (120) 90 days after of the Closing Date, Purchaser's Accountants the Vendors shall deliver cause the Corporation to prepare a final balance sheet of the Corporation as at the Financial Adjustment Time, including a closing statement calculating the Purchase Price Adjustments as at the Financial Adjustment Time, all prepared in accordance with GAAP as applied on a basis consistent with past practice (a the "Final Closing Statement") to Purchaser, to Seller and to Escrow Holder setting forth the final determination of all items to be included in the closing statements, including, but not limited to the Purchase Price and any adjustment required for Adjusted Working Capital). If, within fifteen (15) days after receipt of the The Final Closing Statement, Seller notifies Purchaser that Seller disapproves along with all other financial statements of such the Corporation for each fiscal period ending immediately prior to the Closing Date shall be prepared by the Vendors with the assistance and full cooperation of the Corporation’s management and shall be audited by Deloitte, the Corporation’s current auditor. The Final Closing Statement is to provide details of any variance between the Final Closing Statement and specifies in reasonable detail the reason for Seller's disapproval, then Purchaser's Accountants and Seller's Accountants shall jointly attempt to resolve the dispute. If such dispute is not resolved within ten (10) days after Seller's notice, then Purchaser's Accountants and Seller's Accountants shall jointly submit such dispute to another firm of independent certified public accountants of recognized standing in the casino gaming industry, and the determination of such firm of independent certified public accountants shall be conclusive and binding on Purchaser, Seller and ParentEstimated Closing Statement. The parties Vendors shall equally share all costs, fees deliver to the Purchaser the Final Closing Statement within 90 days of the Closing Date. (b) The Purchaser shall have 15 Business Days from the date they receive the Final Closing Statement to review the Final Closing Statement and expenses directly incurred to inform the Vendors in connection writing of any disagreement (an "Objection") with the determination of such firm of independent certified public accountants. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed shall be settled in cash between Purchaser and Seller within ten (10) days after receipt of the Final Closing Statement. Amounts If the Vendors do not receive an Objection within such 15 Business Day period, the Final Closing Statement will be deemed to have been accepted by the Purchaser and will become binding upon the Purchaser and the Vendors. If the Purchaser deliver an Objection to the Vendors within such 15 Business Day period, the Vendors and Purchaser shall attempt to resolve any differences within 15 Business Days following the Vendors’ receipt of the Objection. If the Vendors and Purchaser are unable to come to a resolution with respect to the matters raised in the Objection, the Parties must promptly refer the matters to an Independent Accountant. The Independent Accountant shall, as promptly as practicable (but in any event within 45 days following its appointment), make a determination on the disputed items based solely on written submissions provided by the Vendors and the Purchaser to the Independent Accountant. The decision of the Independent Accountant as to any disputed items will, absent manifest error, be final and binding upon the Vendors and the Purchaser and Employee Shareholders. If the Objection is materially accepted by the Independent Accountant, as determined by the Independent Accountant, then the Vendors shall pay the fees, costs and expenses of the Independent Accountant. If the Objection is materially rejected by the Independent Accountant, as determined by the Independent Accountant, then the Purchaser shall pay the fees, costs and expenses of the Independent Accountant. If the Objection is neither materially rejected nor materially accepted by the Independent Accountant, as determined by the Independent Accountant, then the Purchaser (as to one-half) and the Vendors (as to one-half) shall share equally the fees, costs and expenses of the Independent Accountant. (c) If requested by the Purchaser, the Parties shall cause all or a portion of the Inventory, wherever located, to be owed by Seller to physically confirmed after the Closing Date at the Purchaser’s sole expense, in accordance with the following provisions (the "Stocktaking"): (i) the Stocktaking shall take place within 5 Business Days of the Closing Date; (ii) representatives of the Purchaser or by Purchaser to Seller which are disputed and the Vendors shall be settled in cash between entitled to be present at the Stocktaking; (iii) after the Stocktaking has been completed, schedules reflecting the Stocktaking shall be prepared by the Purchaser and Seller submitted to the Vendor for its review and approval within ten (10) days after resolution 5 Business Days of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may beStocktaking.

Final Closing Statement. Within one hundred twenty During the thirty (12030) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution. The Closing Statement Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing. The hearing date will be scheduled by the Closing Statement Arbitrator as soon as reasonably practicable, and shall be conducted on a confidential basis. Each Party shall, not later than seven days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Closing Statement that reflects such figures). The figures submitted need not be the figures discussed during prior conversations. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) within three Business Days after the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Date, Purchaser's Accountants Statement Arbitrator shall deliver a final closing statement (a "Final Closing Statement") to Purchaser, to Seller and to Escrow Holder setting forth the final determination of all items to be included in the closing statements, including, but not limited provide to the Parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and any adjustment required for Adjusted Working Capital. If, within fifteen (15) days after receipt of shall issue the Final Closing Statement, Seller notifies Purchaser that Seller disapproves Statement reflecting such decisions. The decision of such the Closing Statement and specifies in reasonable detail the reason for Seller's disapproval, then Purchaser's Accountants and Seller's Accountants shall jointly attempt to resolve the dispute. If such dispute is not resolved within ten (10) days after Seller's notice, then Purchaser's Accountants and Seller's Accountants shall jointly submit such dispute to another firm of independent certified public accountants of recognized standing in the casino gaming industry, and the determination of such firm of independent certified public accountants Arbitrator shall be conclusive final and binding on Purchaser, Seller and Parentthe Parties. The parties shall equally share all costs, cost of any arbitration (including the fees and expenses directly of the Closing Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller's independent auditors incurred in connection with the determination of such firm of independent certified public accountants. Amounts determined procedures performed with respect to the Closing Statement shall be owed borne by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed and the fees and disbursements of Buyer's independent auditors incurred in connection with their preparation of the Notice of Disagreement shall be settled borne by Buyer. As used in cash between Purchaser and Seller within ten (10) days after receipt of this Agreement, the term "Final Closing Statement. Amounts determined to be owed " shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to Purchaser reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Closing Statement Arbitrator, the Closing Statement issued by Purchaser to Seller which are disputed shall be settled in cash between Purchaser and Seller within ten (10) days after resolution of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may beClosing Statement Arbitrator.

Final Closing Statement. Within one hundred During the first twenty (12020) days following the date upon which Parent receives a Notice of Disagreement, the Equityholders’ Representative and Parent shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such twenty (20) day period (or earlier by mutual agreement to arbitrate) Parent and the Equityholders’ Representative have not reached agreement on such matters, the matters that remain in dispute may be submitted to ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (the “Arbitrator”) by either Party for review and resolution. If ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP is unable to serve as the “Arbitrator” hereunder, the Arbitrator shall be a internationally recognized independent public accounting firm agreed upon by Parent and the Equityholders’ Representative in writing. As promptly as practicable (but in no event more than thirty (30) days) after the Closing Dateretention of the Arbitrator, Purchaser's Accountants Parent and the Equityholders’ Representative shall deliver each prepare and submit a final closing statement (a "Final Closing Statement") to Purchaser, to Seller and to Escrow Holder setting forth the final determination of all items to be included in the closing statements, including, but not limited presentation to the Purchase Price Arbitrator. As soon as practicable (but in no event more than thirty (30) days) thereafter, the Arbitrator shall determine the amount of each item in dispute and any adjustment required for Adjusted Working Capital. If, within fifteen (15) days after receipt of the prepare a Final Closing Statement, Seller notifies Purchaser that Seller disapproves of such Closing Statement and specifies calculation of Working Capital, Closing Date Indebtedness and Closing Date Cash in reasonable detail accordance with the reason principles in this Section 2.7, which shall include an explanation in writing of the Arbitrator’s reasons for Seller's disapproval, then Purchaser's Accountants the determinations set forth therein. The Arbitrator shall act as an arbitrator and Seller's Accountants shall jointly attempt to resolve address only those items in dispute and for each item may not assign a value greater than the disputegreatest value for such item claimed by either Party or smaller than the smallest value for such item claimed by either Party. If such dispute is not resolved within ten (10) days after Seller's notice, then Purchaser's Accountants and Seller's Accountants shall jointly submit such dispute to another firm The decision of independent certified public accountants of recognized standing in the casino gaming industry, and the determination of such firm of independent certified public accountants Arbitrator shall be conclusive final and binding on Purchaser, Seller and Parentthe Parties. The parties shall equally share all costs, fees and expenses directly incurred of the Arbitrator in connection with the determination Arbitrator’s review pursuant to this Section 2.7(d) (including reasonable attorney’s fees of such firm of independent certified public accountants. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed the Arbitrator) shall be settled in cash between Purchaser borne fifty percent (50%) by Parent and Seller within ten fifty percent (1050%) days after receipt by the Equityholders out of the Final Closing StatementEquityholders’ Representative Escrow Account. Amounts determined Each of Parent and the Equityholders’ Representative shall pay its own costs, fees and expenses (including attorney’s fees) in connection with the Arbitrator’s review pursuant to be owed by Seller this Section 2.7(d), without right of reimbursement from such other Party; provided, that such costs, fees and expenses of the Equityholders’ Representative (up to Purchaser or by Purchaser a maximum of one million dollars ($1,000,000)), including any amounts payable to Seller which are disputed the Arbitrator out of the Equityholders’ Representative Escrow Account pursuant to the previous sentence) shall be settled in cash between Purchaser and Seller within ten (10) days after resolution paid out of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may beEquityholders’ Representative Escrow Account.

Final Closing Statement. Within one hundred twenty During the thirty (12030) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall use their reasonable best efforts to attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute shall be submitted to an arbitrator (the “Closing Statement Arbitrator”) for review and final and binding resolution. The Closing Statement Arbitrator shall be the accounting firm of KPMG, or if unable or unwilling to act or if representing Seller or Buyer in another matter (which, for the avoidance of doubt, shall not include the purchase by and sale to Navasota and Hilltop of Seller’s remaining portions of the Hilltop Resort Gathering System), such other nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing (but if the parties have not so agreed by the date that is forty-five (45) days after the Closing Datedate upon which Seller received the Notice of Disagreement, Purchaser's Accountants shall deliver a final closing statement (a "Final Closing Statement") to Purchaser, to Seller and to Escrow Holder setting forth then the final determination of all items to be included in the closing statements, including, but not limited to the Purchase Price and any adjustment required for Adjusted Working Capital. If, within fifteen (15) days after receipt of the Final Closing Statement, Seller notifies Purchaser that Seller disapproves of such Closing Statement and specifies in reasonable detail Arbitrator shall be selected, upon the reason for application of Buyer or Seller's disapproval, then Purchaser's Accountants and Seller's Accountants shall jointly attempt to resolve by the dispute. If such dispute is not resolved accounting firm of KPMG within ten (10) days after Seller's noticeof its receipt of such application). Buyer and Seller shall, then Purchaser's Accountants not later than seven (7) days prior to the hearing date set by the Closing Statement Arbitrator, each submit a brief to the Closing Statement Arbitrator with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Closing Statement that reflects such figures) consistent with their respective calculations delivered pursuant to this Section 3.3(b). The hearing will be scheduled seven (7) days following submission of the settlement briefs, or as soon thereafter as is acceptable to the Closing Statement Arbitrator, and Seller's Accountants shall jointly submit such dispute to another firm of independent certified public accountants of recognized standing be conducted on a confidential basis. The Closing Statement Arbitrator shall consider only those items or amounts in the casino gaming industryClosing Statement as to which the parties disagreed and render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) promptly after the conclusion of the hearing, unless the parties reach agreement prior thereto and withdraw the determination dispute from arbitration. The Closing Statement Arbitrator shall provide to the parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Closing Statement reflecting such firm decision. The decision of independent certified public accountants the Closing Statement Arbitrator shall be conclusive final and binding on Purchaser, Seller and Parentthe parties. The parties shall equally share all costs, cost of any arbitration (including the fees and expenses directly of the Closing Statement Arbitrator) under this Section 3.3(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller’s independent auditors incurred in connection with the determination of such firm of independent certified public accountants. Amounts determined services performed with respect to the Closing Statement shall be owed borne by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed and the fees and disbursements of Buyer’s independent auditors incurred in connection with their preparation of the Notice of Disagreement shall be settled borne by Buyer. As used in cash between Purchaser and Seller within ten (10) days after receipt of this Agreement, the term “Final Closing Statement. Amounts determined to be owed ” shall mean the revised Closing Statement described in Section 3.3(a), as prepared by Seller and as may be subsequently adjusted to Purchaser reflect any subsequent written agreement between the parties with respect thereto, or by Purchaser if submitted to Seller which are disputed shall be settled the Closing Statement Arbitrator, the Arbitrator’s Closing Statement (“Arbitrator’s Closing Statement”) as described in cash between Purchaser and Seller within ten (10) days after resolution of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may bethis Section 3.3(b).

Final Closing Statement. Within one hundred twenty During the thirty (12030) days after following the date upon which Buyer receives a Notice of Disagreement, Seller and Buyer shall use commercially reasonable efforts to attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute (and only such matters) shall promptly be submitted to Deloitte & Touche LLP (the “Closing Statement Arbitrator”) for review and final and binding resolution. If Deloitte & Touche LLP is unable or unwilling to serve as an arbitrator hereunder, then Seller and Buyer shall, in good faith, mutually agree upon an independent national accounting firm who has not represented either Party or its Affiliates in any material matter at any time during the two (2) year period of time immediately preceding its designation hereunder, to serve as the Closing DateStatement Arbitrator. Buyer and Seller shall, Purchaser's Accountants shall deliver not later than seven (7) days prior to the hearing date set by the Closing Statement Arbitrator, each submit a final closing statement written brief to the Closing Statement Arbitrator (and a "Final Closing Statement"copy thereof to the other Party on the same day) with proposed dollar figures for settlement of the disputes as to Purchaser, to Seller and to Escrow Holder setting forth the final determination amount of all items to be included in the closing statements, including, but not limited to the Purchase Price and any adjustment required for Adjusted Working CapitalAdjustment (together with a proposed Closing Statement that reflects such figures) consistent with their respective calculations delivered pursuant to Section 2.7(a). If, within fifteen The hearing will be scheduled seven (157) days following submission of the settlement briefs, or as soon thereafter as is acceptable to the Closing Statement Arbitrator, and shall be conducted on a confidential basis. The Closing Statement Arbitrator shall consider only those items or amounts in the Closing Statement which were identified in the Notice of Disagreement and such written briefs and which remain in dispute and the Closing Statement Arbitrator’s decision resolving the matters in dispute shall be based upon and be consistent with the terms and conditions in this Agreement, it being understood that the Closing Statement Arbitrator may not consider, and the decision of the Closing Statement Arbitrator shall have no impact on, the Title Defect Amount or the Environmental Defect Amount. In deciding any matter, the Closing Statement Arbitrator (i) shall be bound by the provisions of this Section 2.7 and the related definitions and (ii) may not assign a value to any disputed item greater than the greatest value for such item claimed by either Seller or Buyer or less than the smallest value for such item claimed by Seller or Buyer in their respective calculations delivered pursuant to Section 2.7(a). The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) promptly after receipt the conclusion of the hearing, unless the Parties reach agreement prior thereto and withdraw the dispute from arbitration. The Closing Statement Arbitrator shall provide to the Parties explanations in writing of the reasons for its decisions regarding the Purchase Price Adjustment and shall issue the Final Closing StatementStatement (as defined below) reflecting such decision, Seller notifies Purchaser that Seller disapproves of such which shall set forth the Purchase Price Adjustment and the Adjusted Purchase Price as determined by the Closing Statement and specifies in reasonable detail Arbitrator pursuant to this Section 2.7. The decision of the reason for Seller's disapproval, then Purchaser's Accountants and Seller's Accountants shall jointly attempt to resolve the dispute. If such dispute is not resolved within ten (10) days after Seller's notice, then Purchaser's Accountants and Seller's Accountants shall jointly submit such dispute to another firm of independent certified public accountants of recognized standing in the casino gaming industry, and the determination of such firm of independent certified public accountants Closing Statement Arbitrator shall be conclusive (i) final and binding on Purchaserthe Parties and (ii) final and non-appealable for all purposes hereunder; provided, Seller however, that such decision may be reviewed, corrected or set aside by a court of competent jurisdiction, but only if and Parentto the extent that the Closing Statement Arbitrator is found by such court of competent jurisdiction to have made mathematical errors with respect to its decision or to have manifestly violated the express terms of this Section 2.7 (including the related defined terms set forth in Section 1.1). The parties shall equally share all costs, cost of any arbitration (including the fees and expenses directly incurred in connection with of the determination of such firm of independent certified public accountants. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed Closing Statement Arbitrator) under this Section 2.7(b) shall be settled in cash between Purchaser and Seller within ten (10) days after receipt borne entirely by the Party awarded the smaller percentage of the Final disputed amount by the Closing StatementStatement Arbitrator. Amounts determined to be owed by Seller to Purchaser or by Purchaser to Seller which are disputed shall be settled in cash between Purchaser and Seller within ten (10) days after resolution of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may be.The fees and

Final Closing Statement. Within one hundred twenty During the thirty (12030) days after following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall attempt in good faith to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Closing Statement Arbitrator") by either Party for review and resolution. The Closing Statement Arbitrator shall be a partner of ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP designated by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP upon request by one or both of the Parties, provided that (i) such partner shall not have performed services for either of the Parties or their Affiliates within three (3) years prior to the Effective Date and (ii) such partner shall have had five (5) years experience working with companies in the electric utility industry. The hearing date will be scheduled by the Closing DateStatement Arbitrator as soon as reasonably practicable, Purchaser's Accountants and shall deliver be conducted on a final closing statement confidential basis. Each Party shall, not later than seven (a "Final Closing Statement"7) to Purchaser, to Seller and to Escrow Holder setting forth the final determination of all items to be included in the closing statements, including, but not limited days prior to the hearing date set by the Closing Statement Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Cash Purchase Price (together with a proposed Closing Statement that reflects such figures). The figures submitted need not be the figures offered during prior negotiations. The Closing Statement Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions regarding the Adjusted Cash Purchase Price and any adjustment required for Adjusted Working Capital. If, within fifteen (15) days after receipt of the Final Closing Statement, Seller notifies Purchaser that Seller disapproves of Statement reflecting such Closing Statement and specifies in reasonable detail the reason for Seller's disapproval, then Purchaser's Accountants and Seller's Accountants shall jointly attempt to resolve the dispute. If such dispute is not resolved decisions) within ten (10) days Business Days after Seller's noticethe conclusion of the hearing, then Purchaser's Accountants unless the Parties reach agreement prior thereto and Seller's Accountants shall jointly submit such withdraw the dispute to another firm from arbitration. The decision of independent certified public accountants of recognized standing in the casino gaming industry, and the determination of such firm of independent certified public accountants Closing Statement Arbitrator shall be conclusive final and binding on Purchaser, Seller and Parentthe Parties. The parties shall equally share all costs, cost of any arbitration (including the fees and expenses directly of the Closing Statement Arbitrator) pursuant to this Section 3.4(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller’s independent auditors incurred in connection with the determination of such firm of independent certified public accountants. Amounts determined procedures performed with respect to the Closing Statement shall be owed borne by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed and the fees and disbursements of Buyer’s independent auditors incurred in connection with their preparation of the Notice of Disagreement shall be settled borne by Buyer. As used in cash between Purchaser and Seller within ten (10) days after receipt of this Agreement, the term "Final Closing Statement. Amounts determined to be owed " shall mean the revised Closing Statement described in Section 3.4(a), as prepared by Seller and as may be subsequently adjusted to Purchaser reflect any subsequent written agreement between the Parties with respect thereto, or if submitted to the Closing Statement Arbitrator, the Closing Statement issued by Purchaser to Seller which are disputed shall be settled in cash between Purchaser and Seller within ten (10) days after resolution of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may beClosing Statement Arbitrator.

Final Closing Statement. Within one hundred twenty During the thirty (12030) days following the date upon which Seller received the Notice of Disagreement, Seller and Buyer shall use their reasonable best efforts to attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If at the end of such thirty (30) day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute shall be submitted to an arbitrator (the “Closing Statement Arbitrator”) for review and final and binding resolution. The Closing Statement Arbitrator shall be the accounting firm of KPMG, or if unable or unwilling to act or if representing Seller or Buyer in another matter, such other nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing (but if the parties have not so agreed by the date that is forty-five (45) days after the Closing Datedate upon which Seller received the Notice of Disagreement, Purchaser's Accountants shall deliver a final closing statement (a "Final Closing Statement") to Purchaser, to Seller and to Escrow Holder setting forth then the final determination of all items to be included in the closing statements, including, but not limited to the Purchase Price and any adjustment required for Adjusted Working Capital. If, within fifteen (15) days after receipt of the Final Closing Statement, Seller notifies Purchaser that Seller disapproves of such Closing Statement and specifies in reasonable detail Arbitrator shall be selected, upon the reason for application of Buyer or Seller's disapproval, then Purchaser's Accountants and Seller's Accountants shall jointly attempt to resolve by the dispute. If such dispute is not resolved accounting firm of KPMG within ten (10) days after Seller's noticeof its receipt of such application). Buyer and Seller shall, then Purchaser's Accountants not later than seven (7) days prior to the hearing date set by the Closing Statement Arbitrator, each submit a brief to the Closing Statement Arbitrator with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Closing Statement that reflects such figures) consistent with their respective calculations delivered pursuant to this Section 3.3(b). The hearing will be scheduled seven (7) days following submission of the settlement briefs, or as soon thereafter as is acceptable to the Closing Statement Arbitrator, and Seller's Accountants shall jointly submit such dispute to another firm of independent certified public accountants of recognized standing be conducted on a confidential basis. The Closing Statement Arbitrator shall consider only those items or amounts in the casino gaming industryClosing Statement as to which the parties disagreed and render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) promptly after the conclusion of the hearing, unless the parties reach agreement prior thereto and withdraw the determination dispute from arbitration. The Closing Statement Arbitrator shall provide to the parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Closing Statement reflecting such firm decision. The decision of independent certified public accountants the Closing Statement Arbitrator shall be conclusive final and binding on Purchaser, Seller and Parentthe parties. The parties shall equally share all costs, cost of any arbitration (including the fees and expenses directly of the Closing Statement Arbitrator) under this Section 3.3(b) shall be borne equally by Buyer and Seller. The fees and disbursements of Seller’s independent auditors incurred in connection with the determination of such firm of independent certified public accountants. Amounts determined services performed with respect to the Closing Statement shall be owed borne by Seller to Purchaser or by Purchaser to Seller which are not 34 36 disputed and the fees and disbursements of Buyer’s independent auditors incurred in connection with their preparation of the Notice of Disagreement shall be settled borne by Buyer. As used in cash between Purchaser and Seller within ten (10) days after receipt of this Agreement, the term “Final Closing Statement. Amounts determined to be owed ” shall mean the revised Closing Statement described in Section 3.3(a), as prepared by Seller and as may be subsequently adjusted to Purchaser reflect any subsequent written agreement between the parties with respect thereto, or by Purchaser if submitted to Seller which are disputed shall be settled the Closing Statement Arbitrator, the Arbitrator’s Closing Statement (“Arbitrator’s Closing Statement”) as described in cash between Purchaser and Seller within ten (10) days after resolution of the dispute or the date of the determination of the firm of independent certified public accountants, as the case may bethis Section 3.3(b).