Common use of Final Determination Clause in Contracts

Final Determination. The Independent Expert shall apply the directives and principles set forth in this Agreement to resolve the Disputed Items as to which CGG and the Purchasers have not agreed and to complete the final determination of the Adjustment Amount (if any). The Independent Expert shall not review any item other than those required to resolve the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination of the Adjustment Amount (which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, and shall be given by the Independent Expert as an expert and not as an arbitrator. The fees, costs and expenses of the Independent Expert so selected will be borne, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light of the Independent Expert's Letter delivered by the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet".

Final Determination. (i) The Independent Expert shall apply the directives Accounting Principles and the other terms and principles set forth in this Agreement to resolve the Disputed Unresolved Items as to which CGG and the Purchasers have not agreed and to complete the final determination of the Net Post-Closing Adjustment Amount Amounts and the resulting Purchase Price in accordance with the provisions of article 1592 of the French Civil Code. The Independent Expert shall determine the Net Post-Closing Adjustment Amounts and the resulting Purchase Price based only on the resolution of the Unresolved Items, and shall not review any other items. The Independent Expert shall be entitled to refer to, and to interpret, the terms and conditions of this Agreement relating to the Net Post-Closing Adjustment Amounts and the resulting Purchase Price and such other terms and conditions of this Agreement as are required in order to allow it to carry out its mission under this Section 2.8. (ii) The Purchaser and the Sellers' Agent shall each be entitled to submit to the Independent Expert (with a copy to the other) a written statement regarding the Unresolved Items (together with the relevant supporting documentation) within ten (10) days of the acceptance by the Independent Expert of its appointment. Following the submission of such written statements or the expiration of such ten (10)-day period, whichever occurs earlier, the Independent Expert shall hold at least one hearing at which each of the Purchaser and the Sellers' Agent shall have the right to present additional documents, materials and other information and to have present its accountants and counsel, but shall always respect the principle of "contradictoire" (it being agreed that the Independent Expert shall hold such number of additional hearings, if any, as the Purchaser and the Sellers' Agent shall have agreed in writing, or, in the absence of any such agreement, such number of additional hearings, if any, as the Independent Expert may deem useful and appropriate). The Purchaser and the Sellers' Agent shall (and shall procure that their respective accountants), and the Purchaser shall procure that the Company, cooperate with the Independent Expert. The Independent Expert shall not review any item items other than those required to resolve the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors Unresolved Items. (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). iii) The parties shall, Purchaser and the Purchasers Sellers' Agent shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct request the Independent Expert to use its best efforts to deliver simultaneously deliver to CGG and to the Purchasers Purchaser and the Sellers' Agent a letter written report (the "Independent Expert's LetterReport") setting forth its final definitive resolution and, if applicable, its definitive computation of the Unresolved Items, and any resulting adjustments which should be made to the Post-Closing Statement, if any, and its definitive determination of the Net Post-Closing Adjustment Amount Amounts and the resulting Purchase Price as promptly as practicable, but in any event by no later than forty-five (which 45) calendar days following its appointment. The resolution and computation of the Unresolved Items by the Independent Expert in the Report shall be final, conclusive and binding upon the Parties, except in no the event be more favorable to of manifest error. In the Purchasers than event that the computation of any Unresolved Item by the Independent Expert set forth in the Disputed Items Notice Report exceeds the higher of or more favorable to CGG is less than that the lower of the corresponding amounts set forth in the Post-Closing Statement delivered by the Sellers' Agent or the Disputed Items Notice delivered by the Purchaser, for purposes of determining the Net Post-Closing Adjustment Certificate) within Amounts and the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shallresulting Purchase Price, except in the case of manifest error, be final and binding on the parties hereto, and such computation shall be given by deemed to be equal to the Independent Expert as an expert and not as an arbitrator. closer of such two amounts. (iv) The fees, costs and expenses of the Independent Expert so selected will shall be borne, in the manner determined shared equally by the Independent Expert and if no determination is made, equally between CGGPurchaser, on the one hand, and the PurchasersSellers (collectively), on the other hand. For . (v) The English language shall be used throughout the purposes hereofproceedings, either (i) including in all submissions by the definitive Audited Closing Balance Sheet agreed upon by CGG Parties and the Purchasers pursuant to Section 2.5.4 abovein all reports, certificates or (ii) other written analysis specifically prepared in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light context of the Independent Expert's Letter delivered procedures contemplated by the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet"2.8.

Final Determination. The Independent Expert shall apply the directives and principles set forth in this Agreement to resolve the Disputed Items as to which CGG and the Purchasers have not agreed and to complete the final determination (1) Within fifteen (15) Business Days following delivery of the Draft Statement of Adjustment, the Purchaser shall cause its auditors to review the Draft Statement of Adjustment Amount (and shall notify the Vendor in writing if any)it has any objections to the Draft Statement of Adjustment. The Independent Expert shall not review any item other than those required notice of objection must contain a statement of the basis of each of the Purchaser's objections and each amount in dispute. For greater certainty, the amount in dispute must relate to resolve the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented current liabilities that are to be assumed by the parties Purchaser and their respective Auditors (which materials shall should not include any materials not referred liabilities that have been included in the audited financial statements solely for the purpose of compliance with GAAP. The Vendor shall request that its auditors provide access, upon reasonable request, to previously in the Purchaser and its auditors to all work papers of the Vendor's auditors and the Vendor shall provide access, upon every reasonable request, to the Purchaser and its auditors to the accounting books and records and the appropriate personnel to verify the accuracy, presentation and other matters relating to the preparation of the notices contemplated by this Section 2.5)Draft Statement of Adjustment. The parties shallPurchaser shall be deemed to have accepted the Draft Statement of Adjustment if it does not notify the Vendor of its objection within the said fifteen (15) Business Day period. (2) If the Purchaser disputes the Draft Statement of Adjustment, the Parties will work expeditiously and in good faith in an attempt to resolve such dispute within a further period of twenty (20) Business Days after the date of notification by the Purchaser to the Vendor of such dispute. In the absence of an agreement by the Parties, the final amount of the adjustment shall be determined within ten (10) Business Days by a nationally-recognized firm (in both the United States and Canada) of certified public accountants as may be agreed to by the Parties, and the Purchasers such determination shall procure that the Companies shallbe conclusive, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination of the Adjustment Amount (which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, Vendor and the Purchaser. Such firm of certified public accountants shall be given by the Independent Expert deemed to be acting as an expert experts and not as an arbitratorarbitrators. The fees, costs Vendor and the Purchaser will share equally all fees and expenses charged by such accountants for resolving such matter. Immediately following the fifteen (15) Business Day period referred to in Section 3.5(1) or the resolution of any dispute in accordance with the foregoing, as the case may be, the Vendor shall deliver to the Purchaser the final Statement of Adjustment (the "Statement of Adjustment") together with any report of the Independent Expert so selected will auditor's produced thereon. Such Statement of Adjustment shall be bornefinal and binding upon the Parties and shall not be subject to appeal, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light of the Independent Expert's Letter delivered by the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet"absent manifest error.

Final Determination. (i) The Independent Expert shall apply the directives Accounting Principles and the other terms and principles set forth in this Agreement to resolve the Disputed Unresolved Items as to which CGG and the Purchasers have not agreed and to complete the final determination of the Net Post-Closing Adjustment Amount Amounts and the resulting Purchase Price in accordance with the provisions of article 1592 of the French Civil Code. The Independent Expert shall determine the Net Post-Closing Adjustment Amounts and the resulting Purchase Price based only on the resolution of the Unresolved Items, and shall not review any other items. The Independent Expert shall be entitled to refer to, and to interpret, the terms and conditions of this Agreement relating to the Net Post-Closing Adjustment Amounts and the resulting Purchase Price and such other terms and conditions of this Agreement as are required in order to allow it to carry out its mission under this Section 2.8. (ii) The Purchaser and the Sellers’ Agent shall each be entitled to submit to the Independent Expert (with a copy to the other) a written statement regarding the Unresolved Items (together with the relevant supporting documentation) within ten (10) days of the acceptance by the Independent Expert of its appointment. Following the submission of such written statements or the expiration of such ten (10)-day period, whichever occurs earlier, the Independent Expert shall hold at least one hearing at which each of the Purchaser and the Sellers’ Agent shall have the right to present additional documents, materials and other information and to have present its accountants and counsel, but shall always respect the principle of “contradictoire” (it being agreed that the Independent Expert shall hold such number of additional hearings, if any, as the Purchaser and the Sellers’ Agent shall have agreed in writing, or, in the absence of any such agreement, such number of additional hearings, if any, as the Independent Expert may deem useful and appropriate). The Purchaser and the Sellers’ Agent shall (and shall procure that their respective accountants), and the Purchaser shall procure that the Company, cooperate with the Independent Expert. The Independent Expert shall not review any item items other than those required to resolve the Disputed Items Unresolved Items. (iii) The Purchaser and the Sellers’ Agent shall request the Independent Expert to use its best efforts to deliver simultaneously to the Purchaser and the Sellers’ Agent a written report (the “Report”) setting forth its definitive resolution and, if applicable, its definitive computation of the Unresolved Items, and any resulting adjustments which CGG has not accepted in writing nor proceed with any further investigationsshould be made to the Post-Closing Statement, if any, and its definitive determination of the Net Post-Closing Adjustment Amounts and the resulting Purchase Price as promptly as practicable, but shall base in any event by no later than forty-five (45) calendar days following its decision exclusively on the materials appointment. The resolution and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation computation of the notices contemplated Unresolved Items by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respectsthe Report shall be final, conclusive and binding upon the Parties, except in the event of manifest error. The parties shall instruct In the event that the computation of any Unresolved Item by the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination of the Adjustment Amount (which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice Report exceeds the higher of or more favorable to CGG is less than that the lower of the corresponding amounts set forth in the Post-Closing Statement delivered by the Sellers’ Agent or the Disputed Items Notice delivered by the Purchaser, for purposes of determining the Net Post-Closing Adjustment Certificate) within Amounts and the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shallresulting Purchase Price, except in the case of manifest error, be final and binding on the parties hereto, and such computation shall be given by deemed to be equal to the Independent Expert as an expert and not as an arbitrator. closer of such two amounts. (iv) The fees, costs and expenses of the Independent Expert so selected will shall be borne, in the manner determined shared equally by the Independent Expert and if no determination is made, equally between CGGPurchaser, on the one hand, and the PurchasersSellers (collectively), on the other hand. For . (v) The English language shall be used throughout the purposes hereofproceedings, either (i) including in all submissions by the definitive Audited Closing Balance Sheet agreed upon by CGG Parties and the Purchasers pursuant to Section 2.5.4 abovein all reports, certificates or (ii) other written analysis specifically prepared in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light context of the Independent Expert's Letter delivered procedures contemplated by the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet"2.8.

Final Determination. The Independent Expert If the Buyer timely delivers to the Sellers the Notice of Disagreement, then the calculation of the Cash Purchase Price shall apply become final and binding upon the directives Parties on the earlier of (i) the date Buyer and principles set forth Sellers resolve in this Agreement writing all differences they have with respect to the matters specified in the Notice of Disagreement, or (ii) the date all disputed matters are finally resolved in writing by the Reviewing Expert. If Buyer and the Sellers fail to resolve the Disputed Items as issues outstanding with respect to which CGG the Notice of Disagreement and the Purchasers have not agreed and to complete the final determination calculation of the Adjustment Amount (if any). The Independent Expert shall not review any item other than those required to resolve the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination of the Adjustment Amount (which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so Cash Purchase Price within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on (or such longer time as the parties heretomutually agree in writing) after Sellers’ receipt of the Notice of Disagreement, Buyer and Sellers shall be given by submit the Independent issues remaining in dispute to the Reviewing Expert. Sellers and Buyer shall jointly instruct the Reviewing Expert that it (A) shall act as an expert and not as an arbitrator, (B) shall review only the matters that were included in the Closing Inventory Information and/or the Notice of Disagreement, (C) shall make its determination based upon the terms and conditions set forth in this Section 1.8 and within the range submitted by the Parties, and (D) shall render its decision within sixty (60) days after the referral of the dispute to the Reviewing Expert for a decision pursuant hereto. The feesdetermination by the Reviewing Expert shall be final, costs binding and conclusive on the Parties, absent manifest error. The fees and expenses of the Independent Reviewing Expert so selected will be borne, incurred in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light of the Independent Expert's Letter delivered by the Independent Expert rendering any judgment pursuant to this Section 2.5.61.8 shall be borne by the Buyer and the Sellers in inverse proportion as to which each is successful, based upon the determination of the Reviewing Expert on the merits. For example, if the Buyer challenges the calculation of the Inventory Adjustment by an amount of $100,000, but the Reviewing Expert determines that the Buyer has a valid claim for only $40,000 (i.e., the Buyer prevails as to 40% of its claim), then the Sellers shall bear 40% of the fees and expenses of the Reviewing Expert and the Buyer shall bear the other 60% of such fees and expenses. The fees and expenses of the Sellers’ advisors incurred in connection with their review of the Closing Financial Information and, if applicable, the Notice of Disagreement, shall be borne by Sellers, and the fees and expenses of Buyer’s advisors incurred in connection with its preparation of the Closing Financial Information, and, if applicable, the Notice of Disagreement, shall be borne by Buyer. Judgment may be entered upon the determination of the Reviewing Expert in any court having jurisdiction over the Party against which such determination is referred to herein as be enforced. The final determination of the "Final Closing Balance Sheet"Purchase Price under this Section 1.8 shall not impair any other rights of a Party under this Agreement, including any rights to indemnification.

Final Determination. The Independent Expert No later than one (1) Business Day following the Final Determination Date of such Earnout Statement, Parent shall apply pay to the directives and principles set forth in this Agreement Exchange Agent (for the account of the Unitholders) by wire transfer or delivery of other immediately available funds or certificates, as applicable, an amount equal to resolve the Disputed Items as Earnout Consideration due pursuant to which CGG and the Purchasers have not agreed and to complete the final determination of such Earnout Statement pursuant to Section 1.12(b) and instruct the Adjustment Exchange Agent to distribute such Earnout Consideration within four (4) Business Days thereafter in accordance with the provisions of this Agreement. Notwithstanding the foregoing or anything else to the contrary in this Agreement, from and after the Closing in the event that Parent claims that any Parent Indemnified Person is entitled to indemnification or other payments under this Agreement or in connection with the transactions contemplated hereby (to the extent permitted in accordance with Article 7 or Section 9.7(b) hereof) in an amount (the “Excess Amount”) in excess of (i) any remaining Cash Escrow Funds (as defined in the Indemnification Escrow Agreement) or Escrowed Shares (as defined in the Indemnification Escrow Agreement and valued at the Parent Common Stock Value) less (ii) any Claimed Amount (as defined in the Indemnification Escrow Agreement) which has not been previously paid to Parent, then Parent shall be entitled to retain such Excess Amount from the Earnout Consideration until the claims of any such Parent Indemnified Persons have been resolved; provided, however, that the Excess Amount shall not be greater than the Adjustable Earnout Setoff Amount with respect to those indemnification rights of Parent Indemnified Persons that are subject to the Parent Special Matters Cap (it being understood that if Releases are executed by 100% of the Unitholders, the Adjustable Earnout Setoff Amount shall be zero (0) and (except in instances of breach, fraud or intentional misrepresentation) Parent shall not be entitled to retain any portion of the Earnout Consideration with respect to those indemnification rights of Parent Indemnified Persons that are subject to the Parent Special Matters Cap); provided, further, that (except in instances of willful breach, fraud or intentional misrepresentation) Parent shall pay any portion of the Earnout Consideration in excess of the Excess Amount to the Exchange Agent (for the account of the Unitholders) by wire transfer or delivery of other immediately available funds or certificates, as applicable. Promptly following the resolution of any such claims, Parent shall pay to the Exchange Agent (for the account of the Unitholders) by wire transfer or delivery of other immediately available funds or certificates, as applicable, the portion, if any). The Independent Expert shall not review any item other than those required to resolve the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). The parties shall, and Excess Amount to which the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG Parent Indemnified Persons are not entitled and to the Purchasers a letter (applicable Parent Indemnified Persons the "Independent Expert's Letter") setting forth its final determination portion, if any, of the Adjustment Excess Amount (to which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, and shall be given by the Independent Expert as an expert and not as an arbitrator. The fees, costs and expenses of the Independent Expert so selected will be borne, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light of the Independent Expert's Letter delivered by the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet"they are entitled.

Final Determination. The Independent Expert Final Closing Payment shall apply become final, conclusive and binding on the directives Parties at the times and principles set forth in this Agreement to resolve the Disputed Items as to manner and amounts described below: (i) in the event that Sellers have informed ▇▇▇▇▇ in writing that the Closing Statement is acceptable, the date on which CGG and Sellers so inform ▇▇▇▇▇, in which case the Purchasers have not agreed and to complete the final determination calculation of the Adjustment Amount (if any). The Independent Expert Final Closing Payment shall not review any item other than those required to resolve the Disputed Items which CGG has not accepted in writing nor proceed with any further investigations, but shall base its decision exclusively on the materials and arguments presented by the parties and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination of the Adjustment Amount (which shall in no event be more favorable to the Purchasers than that as set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except in the case of manifest error, be final and binding on the parties hereto, and shall be given by the Independent Expert as an expert and not as an arbitrator. The fees, costs and expenses of the Independent Expert so selected will be borne, in the manner determined by the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers Statement delivered pursuant to Section 2.5.4 above, or 2.6(b)(i); (ii) in the absence event that Sellers have not delivered a Statement of Objections to Buyer before the end of the Adjustment Review Period, in which case the calculation of the Final Closing Payment shall be as set forth in the Closing Statement delivered pursuant to Section 2.6(b)(i); (iii) in the event that Sellers have delivered a Statement of Objections to Buyer before the end of the Adjustment Review Period, the date of an agreement between CGG in writing by Buyer and Sellers that such amounts, determinations and calculations (or any component thereof) that are the Purchaserssubject of such Statement of Objections, together with any modifications thereto agreed to in writing by ▇▇▇▇▇ and Sellers, are final, conclusive and binding, in which case the calculation of the Final Closing Payment shall be as so agreed upon by Buyer and Sellers; and (iv) in the event that Buyer and Sellers have engaged the Independent Accountant pursuant to Section 2.6(c) to resolve any remaining Disputed Adjustment Amounts, the Audited date on which the Independent Accountant issues its written resolution of such Disputed Adjustment Amounts, in which case the calculation of such Disputed Adjustment Amounts (or any component thereof) shall be as resolved by the Independent Accountant pursuant to Section 2.6(c), and any remaining components of the Final Closing Balance Sheet read Payment shall be otherwise be as set forth in light the Final Closing Statement, together with any modifications thereto agreed to in writing by ▇▇▇▇▇ and Sellers. (v) The Parties agree that the procedure set forth in this Section 2.6 shall be the sole and exclusive method for resolving any such disputes with respect to the determination of the Inventory at Closing, the Post-Closing Adjustment and/or the Final Closing Statement; provided, that the Parties agree that this provision shall not prohibit any Party from instituting litigation to enforce the ruling of the Independent Expert's Letter delivered by the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet"Accountant.

Final Determination. The Independent Expert shall apply In the directives and principles set forth in this Agreement event of any difference, dispute or failure to resolve agree between the Disputed Items as to which CGG Lessor and the Purchasers Lessee about the value or price of any Hydrocarbons or the manner in which such value or price is to be determined, in accordance with the provisions of this Article, the matter or matters at issue shall be subject to final determination by the Sole Expert in accordance with Article 23. For the purposes of this Article, any reference to the Lessee shall be deemed to be a reference to the Lessee or any Co-Lessee. Measurement of Hydrocarbons and By-Products The Lessee, using international standard measurement methods, shall measure all Hydrocarbons extracted at their place of extraction and shall also measure all Hydrocarbons and By-Products Produced and Saved pursuant to Article 17.2. Representatives of the Lessor shall have not agreed the right to be present at and observe such measurement and to complete examine and test whatever appliances are used. If upon such examination or testing any appliance shall be found to be out of order or defective in any way the final determination Lessor may require that the same be put in order or replaced by the Lessee, and if any such request is not complied with in a reasonable time specified by the Lessor, the Lessor may cause the said appliance to be put in order or replaced and may recover from the Lessee the cost of so doing. If upon examination by the Lessor, as aforesaid, any error or defect is discovered in an appliance, such error or defect shall be deemed to have existed for three Months prior to its discovery or from the date of the Adjustment Amount last examination and testing, which ever last occurred and quantities shall be adjusted accordingly. If the Lessee desires to effect modifications to the measuring instruments, it shall give reasonable advance notice to the Lessor to enable the latter's representatives to attend the modifications. Satisfaction of domestic requirements Pursuant to paragraph 1 of article 7 of the Hydrocarbons Law, in case of war, danger of war or any other state of emergency, the Lessee shall, upon request by the State, make available to the latter all or a specified portion of its share of the production of Hydrocarbons and By-Products from the Exploitation Area, provided that, if, immediately prior to the exercise of the above entitlement there are several exploitation areas in the same Contract Area or another areas in Greece, the Lessee’s contribution pursuant to such request shall be apportioned on a pro rata basis among the lessees of the relevant areas. Records, Reports AND Data Inspections The Lessee shall, as specified in the present Article: keep current, complete and accurate records in the State of all Petroleum Operations and its activities in the Contract Area; permit the Lessor's representatives to inspect the Petroleum Operations and the records kept according to paragraph (if any)a) above; submit to the Lessor all Data, as required pursuant to paragraph 10 of Article 7 of the Hydrocarbons Law, and maintain the Proprietary Data in Greece and ensure that the Lessor has unrestricted access to such data, as required pursuant to paragraph 10 of Article 7 of the Hydrocarbons Law. The Independent Expert following reports and data shall not review any item other than those required be supplied to resolve the Disputed Items which CGG has not accepted in writing nor proceed Lessor without delay upon being drawn up or obtained: copies of geological surveys with any further investigationssupporting material, but shall base its decision exclusively on the materials and arguments presented accompanied by the parties relevant maps; copies of geophysical surveys with supporting material, as well as copies of recorded seismic magnetic tapes; and their respective Auditors (which materials shall not include any materials not referred to previously in the preparation of the notices contemplated by this Section 2.5). The parties shall, and the Purchasers shall procure that the Companies shall, cooperate with the Independent Expert in all reasonable respects. The parties shall instruct the Independent Expert to simultaneously deliver to CGG and to the Purchasers a letter (the "Independent Expert's Letter") setting forth its final determination of the Adjustment Amount (which shall in no event be more favorable to the Purchasers than that set forth in the Disputed Items Notice or more favorable to CGG than that set forth in the Adjustment Certificate) within the shortest practicable time and shall use its reasonable efforts to do so within thirty (30) days after its appointment and delivery of all relevant information. Such final determination shall, except interpretation reports; in the case of manifest errordrilling, daily reports while drilling is in progress and copies of records containing full particulars of; the drilling, operations, deepening, testing, plugging and abandonment of ▇▇▇▇▇; the strata and subsoil through which ▇▇▇▇▇ are drilled; the casing inserted in ▇▇▇▇▇ and any alteration in such casing; and any formation water, other minerals as per Article 7.2, or dangerous substances encountered; copies of records on production tests carried out, as well as any survey relating to the initial production of each well; copies of all analysis reports of core samples and sampling procedure followed copies of any other technical reports which may be final drawn up regarding the Petroleum Operations; and binding daily production reports and all relevant information related to production. The Lessee shall, without delay after their execution, submit (in hard or electronic copy) to the Lessor copies of all contracts entered into by it with suppliers (including Affiliated Enterprises), contractors and sub contractors and others with respect to Petroleum Operations. The Lessor may ask for clarification of the terms and prices of these contracts. The Lessee shall submit to the Lessor detailed quarterly and annual financial and technical reports of its activities under the Agreement. Quarterly reports shall be submitted within one (1) Month of the expiration of each Calendar Quarter and the annual report within three (3) Months of the end of each Calendar Year. Within three (3) Months of the end of the Calendar Year in question - unless a shorter period is provided for lodging the tax return under paragraph 5 of Article 8 of the Hydrocarbons Law, in which case this shorter period shall also apply - the Lessee shall submit to the Lessor copies of income and expenditure accounts and of balance sheets drawn up in accordance with Annex C. The Lessee shall submit representative samples of drilling cores and cuttings taken from each well, as well as samples of production fluids. Upon the expiration of this Agreement, samples of drilling cores and cuttings remaining in the possession of the Lessee shall be delivered up to the Lessor. The Lessor warrants that it has title to all State Data and grants to the Lessee an unconditional, royalty free, licence only for those State Data held or developed by the Lessor until the Effective Date (excluding any data acquired and/or produced under the non-exclusive marine seismic data acquisition and services commenced on the parties hereto26th of October 2012) valid for the duration of this Agreement to access retain and use such data for the purposes of conducting the Petroleum Operations. The Lessor shall have title to all Data and grants the Lessee an unconditional royalty free licence valid for the duration of this Agreement to access, retain and use such data for the purposes of conducting the Petroleum Operations. Such licences shall be given exclusive in respect of Data relating to all parts of the Contract Area which have not been relinquished or surrendered by the Independent Expert as an expert Lessee and not as an arbitratornon-exclusive for the areas relinquished or surrendered by the Lessee during the term of this Agreement. The fees, costs and expenses Lessor acknowledges the proprietary rights of the Independent Expert so selected will be borne, Lessee in the manner determined by Proprietary Data, which shall continue to be the Independent Expert and if no determination is made, equally between CGG, on the one hand, and the Purchasers, on the other hand. For the purposes hereof, either (i) the definitive Audited Closing Balance Sheet agreed upon by CGG and the Purchasers pursuant to Section 2.5.4 above, or (ii) in the absence of an agreement between CGG and the Purchasers, the Audited Closing Balance Sheet read in light property of the Independent Expert's Letter delivered by Lessee. The Lessee shall duly submit, upon request, all Data and Proprietary Data for statistical purposes as may be required under the Independent Expert pursuant to this Section 2.5.6, is referred to herein as the "Final Closing Balance Sheet"Law.