Common use of Independent Accountant Clause in Contracts

Independent Accountant. If the Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative and Parent shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall govern. The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative and Parent absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Account.

Independent Accountant. If Following Parent’s receipt of any Objection Notice, the Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then the Stockholder Representative and Parent shall jointly engage attempt to negotiate in good faith to resolve such dispute. In the event that the Stockholder Representative and submit Parent fail to agree on any of the unresolved Disputed Items Stockholder Representative’s proposed adjustments set forth in the Objection Notice within thirty (30) days after Parent receives the Objection Notice, the Stockholder Representative and Parent agree that a nationally recognized accounting firm that is mutually acceptable to Parent and the Stockholder Representative (the “Unresolved ItemsIndependent Accountant”) and is willing to serve as the Independent Accountant hereunder, shall, if and when requested to do so by either Parent or the Stockholder Representative in writing to the Independent AccountantAccountant with concurrent notice to the other party, make the final determination of the Final Calculations in accordance with the terms of this Agreement. Parent and the Stockholder Representative each shall provide the Independent Accountant with their respective determinations of the Final Calculations and such other written submissions, presentations and supporting material as each of Parent and the Stockholder Representative deems necessary and appropriate. The Independent Accountant shall make a determination of the Final Calculations that shall be final and binding on the Company Securityholders and Parent and such determination shall be within the range proposed by Parent and the Stockholder Representative in the Final Calculations and the Objection Notice. The scope of the disputes to be resolved by the Independent Accountant shall be limited to whether such calculation was done in accordance with the terms hereof, the accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions, procedures or level of prudence used to prepare the Final Calculations, and whether there were mathematical errors in the calculation of any of the Final Calculations, and the Independent Accountant shall not make any other determination. The Independent Accountant shall make its determination based solely on written submissions, presentations and supporting material provided by Parent and the Stockholder Representative and not pursuant to any independent review. The Independent Accountant shall act as an arbitrator to determineexpert, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreementan arbitrator. The parties shall agreefees, promptly after costs and expenses of the Independent Accountant has been appointedshall be allocated between Parent, on procedures governing the resolution one hand, and the Company Securityholders, on the other hand, based upon the percentage which the portion of any dispute the aggregate dollar value of the items set forth in the Objection Notice not awarded to Parent and the Stockholder Representative bears to the amount actually contested by such party. For example, if the Stockholder Representative claims that the appropriate adjustments are $1,000 greater than the amount determined by Parent and if the Independent Accountant ultimately resolves such items by awarding to the Stockholder Representative $300 of the $1,000 contested, then the fees, costs and expenses of the Independent Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to Parent and 70% (i.e., 700 ÷ 1,000) to the Company Securityholders. During the review by the Independent Accountant, provided that if the parties fail to agree on such proceduresParent, the dispute resolution procedures determined Stockholder Representative and their respective representatives shall make available to the Independent Accountant interviews with such individuals and such information, books and records and work papers as may be reasonably required by the Independent Accountant shall governto fulfill its obligations under this Section 2.9(d). The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items Final Calculations shall be treated as compromise and settlement negotiations for an amount that is outside purposes of Rule 408 of the range Federal Rules of Parent’s Evidence and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish comparable state rules of evidence, and all negotiations, submissions to the Independent Accountant such work papers Accountant, and other documents and information pertaining to the Unresolved Items presentations under this Section 2.9(d) shall be treated as the Independent Accountant may reasonably requestconfidential information. The determination of the Independent Accountant shall be final, binding and conclusive bound by a mutually agreeable confidentiality agreement. The decision rendered pursuant to this Section 2.9(d) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.9(d). The other party’s only defense to such a request for specific enforcement or other legal action shall be Fraud by or upon the Representative and Parent absent manifest errorIndependent Accountant. Absent such Fraud, and Parent such other party shall revise reimburse the Closing Statement party seeking enforcement for all of its expenses related to reflect such determination upon receipt thereof. The fees, expenses and costs the enforcement of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountAccountant’s determination.

Independent Accountant. If Following Purchaser’s receipt of any Objection Notice, the Seller Representative and Parent are unable Purchaser shall attempt to negotiate in good faith to resolve all such dispute. In the event that the Seller Representative and Purchaser fail to agree on any of the Disputed Items during Seller Representative’s proposed adjustments set forth in the Resolution PeriodObjection Notice within thirty (30) days after Purchaser receives the Objection Notice, then the Seller Representative and Parent shall jointly engage Purchaser agree that a nationally recognized accounting firm that is mutually acceptable to Purchaser and submit the unresolved Disputed Items Seller Representative (the “Unresolved ItemsIndependent Accountant”) and is willing to serve as the Independent Accountant hereunder, shall, if and when requested to do so by either Purchaser or the Seller Representative in writing to the Independent Accountant with concurrent notice to the other party, make the final determination of the Final Calculations in accordance with the terms of this Agreement. Purchaser and the Seller Representative each shall provide the Independent Accountant with their respective determinations of the Final Calculations and such other written submissions, presentations and supporting material as each of Purchaser and the Seller Representative deems necessary and appropriate. Purchaser and Sellers shall disclose any prior engagement of the Independent Accountant within the prior three (3) years before the other party is bound to an agreement to use the Independent Accountant. No party may have ex parte communications with the Independent Accountant. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by make a determination of the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and Final Calculations that shall be limited to those adjustments, if any, required final and binding on Purchaser and Sellers and such determination shall be within the range proposed by Purchaser and the Seller Representative in the Final Calculations and the Objection Notice. The scope of the disputes to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined resolved by the Independent Accountant shall govern. The Representative be limited to whether such calculation was done in accordance with the terms hereof, the accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions, procedures or level of prudence used to prepare the Final Calculations, and Parent shall use their reasonable best efforts to cause whether there were mathematical errors in the calculation of any of the Final Calculations, and the Independent Accountant shall not make any other determination. The Independent Accountant shall make its determination based solely on written submissions, presentations and supporting material provided by Purchaser and the Seller Representative and not pursuant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for any independent review. The Independent Accountant shall make a determination with respect act as an expert, not an arbitrator. The fees, costs and expenses of the Independent Accountant shall be allocated between Purchaser, on the one hand, and the Sellers, on the other hand, based upon the percentage which the portion of the aggregate dollar value of the items set forth in the Objection Notice not awarded to Purchaser and the Seller Representative bears to the Unresolved Items only amount actually contested by such party. For example, if the Seller Representative claims that the appropriate adjustments are $1,000 greater than the amount determined by Purchaser and in a manner consistent if the Independent Accountant ultimately resolves such items by awarding to the Seller Representative $300 of the $1,000 contested, then the fees, costs and expenses of the Independent Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to Purchaser and 70% (i.e., 700 ÷ 1,000) to the Seller Representative. During the review by the Independent Accountant, Purchaser, the Seller Representative and their respective Representatives shall make available to the Independent Accountant interviews with such individuals and such information, books and records and work papers as may be reasonably required by the Independent Accountant to fulfill its obligations under this Section 2.11 and the Applicable Accounting Principles, and in no event shall the 3.3(d). The Independent Accountant’s determination of the Unresolved Items Final Calculations shall be treated as compromise and settlement negotiations for an amount that is outside purposes of Rule 408 of the range Federal Rules of Parent’s Evidence and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish comparable state rules of evidence, and all negotiations, submissions to the Independent Accountant such work papers Accountant, and other documents and information pertaining to the Unresolved Items presentations under this Section 3.3(d) shall be treated as the Independent Accountant may reasonably requestconfidential information. The determination of the Independent Accountant shall be final, binding and conclusive bound by a mutually agreeable confidentiality agreement. The decision rendered pursuant to this Section 3.3(d) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 3.3(d). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the Representative and Parent absent manifest errorIndependent Accountant. Absent such fraud, and Parent such other party shall revise reimburse the Closing Statement party seeking enforcement for all of its expenses related to reflect such determination upon receipt thereof. The fees, expenses and costs the enforcement of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountAccountant’s determination.

Independent Accountant. If the Representative Buyer and Parent Seller are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative Buyer and Parent Seller shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to a nationally recognized independent registered public accounting firm appointed by mutual agreement of Buyer and Seller (which firm shall be KPMG LLP, unless such firm is not willing or able to serve in such capacity) (the “Independent Accountant. The Independent Accountant shall act ”); provided that if KPMG LLP is not willing or able to serve in such capacity and Buyer and Seller are not able to agree on a different accounting firm to serve as an arbitrator to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointedwithin ten days after the end of the Resolution Period, on procedures governing they shall request the resolution of any dispute by the Independent Accountant, provided that if the parties fail American Arbitration Association to agree on such procedures, the dispute resolution procedures determined by appoint as the Independent Accountant a nationally recognized independent registered public accounting firm that has not had a material relationship with the Transferred Companies, Buyer or any of their respective Affiliates within the preceding two years, and such appointment shall governbe final, binding and conclusive on Buyer and Seller. The Representative Buyer and Parent Seller shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar 30 days after such items the Unresolved Items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only only, and in a manner consistent with this Section 2.11 1.4 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of ParentBuyer’s and Seller’s disagreement on the Representative’s disagreementUnresolved Items. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers papers, books, records, documents and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative on Buyer and Parent Seller absent manifest error, and Parent Buyer shall revise the Closing Statement to reflect such determination upon receipt thereof. Judgment may be entered upon the determination of the Independent Accountant in any court having jurisdiction over the party against which such determination is to be enforced. The fees, expenses and costs of the Independent Accountant incurred in rendering any determination pursuant to this Section 1.4 shall be borne equally by Parent Seller, on the one hand, and Buyer, on the Fully-Diluted Stockholdersother hand, with in inverse proportion as they may prevail, in the portion to be borne aggregate, on all Unresolved Items resolved by the Fully-Diluted Stockholders being paid solely out Independent Accountant, which proportionate allocations shall also be determined by the Independent Accountant at the time the determination of the Purchase Price Adjustment Escrow AccountIndependent Accountant is rendered on the Unresolved Items.

Independent Accountant. If the Representative Buyer and Parent Seller are unable to resolve all of the Disputed Items during the Resolution Period, then Buyer and Seller shall, within 15 days of the Representative and Parent shall last day of the Resolution Period, jointly engage and submit the unresolved Disputed Items for resolution to the Independent Accountant. Each of Buyer and Seller shall submit to the Independent Accountant (with a copy delivered to the “Unresolved other on the same day), within 15 days after the date of the engagement of the Independent Accountant, a memorandum (which may include supporting exhibits) setting forth their respective positions on the unresolved Disputed Items”. Buyer and Seller may (but shall not be required to) submit to the Independent Accountant (with a copy delivered to the other on the same day), within 30 days after the date of the engagement of the Independent Accountant, a memorandum responding to the initial memorandum submitted to the Independent Accountant by the other. Except for the initial memorandum and the response memorandum discussed above, neither Buyer nor Seller may present any additional information or arguments to the Independent Accountant. The Independent Accountant shall act as an arbitrator to determineshall, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly within 45 days after the Independent Accountant has been appointed, on procedures governing date of the resolution engagement of any dispute by the Independent Accountant, provided that if the parties fail determine and report to agree on Seller and Buyer upon such procedures, the dispute resolution procedures determined by the Independent Accountant shall govern. The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such remaining disputed items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principlesor calculations, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant report shall be final, binding and conclusive upon the Representative on Seller and Parent absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereofBuyer. The fees, expenses fees and costs disbursements of the Independent Accountant shall be borne equally by Parent Buyer and Seller in the same proportion as the aggregate amount of the items remaining in dispute that are unsuccessfully disputed by Buyer and Seller (as determined by the Independent Accountant) bears to the total amount of the items remaining in dispute submitted to the Independent Accountant such that the prevailing party pays the lesser proportion of such fees and disbursements. The provisions in this Section 1.3(e) are not intended to and shall not be interpreted to require that the parties refer to the Independent Accountant (i) any dispute arising out of a breach by any party of its obligations under this Agreement or (ii) any dispute the resolution of which requires the construction or interpretation of this Agreement (apart from the mathematical calculation of the Closing Working Capital, Closing Date Cash, Closing Date Indebtedness, Transaction Expenses, the Aggregate Ticking Fee, if any, and the Fully-Diluted StockholdersEstimated Purchase Price and the accounting treatment of current assets and current liabilities insofar as such treatment affects the calculation of the Closing Working Capital). Seller and Buyer shall jointly instruct the Independent Accountant that the Independent Accountant shall act solely as an expert and not as an arbitrator. The scope of the disputes to be resolved by the Independent Accountant shall be limited to resolving the unresolved items included in the Dispute Notice that remain in dispute and correcting mathematical errors. The Independent Accountant’s decision shall be based solely on written submissions by Seller and Buyer (which submissions shall be limited to the unresolved items included in the Dispute Notice that remain in dispute) (copies of such submissions shall be concurrently provided to the other party), and not by independent review and shall be final and binding on all of the parties. Seller and Buyer shall not have any ex parte conversations or meetings with the portion to be borne Independent Accountant. The Independent Accountant may not assign a value greater than the greatest value for such item claimed by Buyer or Seller or smaller than the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Accountsmallest value for such item claimed by Buyer or Seller.

Independent Accountant. If the Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative and Parent shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative and Parent expert and not by independent review, only the Unresolved Items still in dispute as arbitrator and its determination shall be limited to those adjustments, if any, required to final and binding on the Parties save in the event of manifest error (when the relevant part of their determination shall be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall govern. The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 void and the Applicable Accounting Principles, and in no event matter shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish remitted to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as for correction). The Parties shall co-operate with the Independent Accountant may reasonably requestand comply with its reasonable requests made in connection with the carrying out of its duties under this Agreement. The determination Each Party shall keep up-to-date and, subject to reasonable notice, make fully available to the Independent Accountant its books and records relating to the businesses of the Companies other than any books or records subject to legal professional privilege or a confidentiality obligation entered into with a third party, during normal office hours during the period from the appointment of the Independent Accountant shall be final, binding and conclusive upon down to the Representative and Parent absent manifest error, and Parent shall revise making of the Closing Statement to reflect such determination upon receipt thereofrelevant determination. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent the Parties. Each party shall have thirty (30) days from receipt of the Closing Accounts (the “Review Period”) to review the Closing Accounts and any further information in the event a manifest error is established by a Party. A disputing Party shall issue a single written notice of dispute (“Notice of Dispute”) to the other Party and the Fully-Diluted StockholdersIndependent Accountant before the end of the Review Period, specifying in reasonable detail the nature of the asserted objections or challenges to the Closing Accounts (the “Disputed Matters”). If a Party fails to submit a Notice of Dispute during such Review Period, such Party shall be deemed to have no objections to Closing Accounts and such Closing Accounts shall be final and binding upon the Parties. In the event of a dispute, the Parties and the Independent Accountant shall negotiate in good faith to resolve such dispute and remit the Closing Accounts to the Independent Accountant for correction for thirty (30) days after receipt of the Notice of Dispute. If the Seller and the Purchaser are unable to settle the dispute, the matter shall be resolved in the manner set forth in Article 16 of this Agreement. Each Party and the Independent Accountant shall, and shall procure that its accountants and other advisers shall keep all information and documents provided to them pursuant to this Article 3 confidential and shall not use such information and documents for any purpose, except for disclosure or use in connection with the portion to be borne by preparation of the Fully-Diluted Stockholders being paid solely Closing Accounts, the proceedings of the Independent Accountant or another matter arising out of the Purchase Price Adjustment Escrow Accountthis Agreement or in defending any claim or argument or alleged claim or argument relating to this Agreement or its subject matter.

Independent Accountant. If the Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative and Parent shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant, provided that if the Representative and Parent do not appoint an Independent Accountant within ten (10) calendar days after the end of the Resolution Period, they shall request the American Arbitration Association to appoint as the Independent Accountant a partner in the New York office of a nationally recognized independent registered public accounting firm that has not had a material relationship with the Representative, Parent or the Company within the preceding two (2) years, and such appointment shall be final, binding and conclusive on the Representative and Parent. The Independent Accountant shall act as an arbitrator expert, and not as an arbitrator, to determine, based solely on presentations by the Representative and Parent and not by independent review, only whether the Unresolved Items still that were properly included in dispute the Dispute Notice were prepared without mathematical errors and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply in accordance with the provisions Applicable Accounting Principles and the terms of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall govern. The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative and Parent absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Account.

Independent Accountant. If Buyer and the Shareholders’ Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then Buyer and the Shareholders’ Representative and Parent shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant; provided that if Buyer and the Shareholders’ Representative do not appoint an Independent Accountant within ten days after the end of the Resolution Period, they shall request the New York Chapter of the American Arbitration Association to appoint the Independent Accountant, and such appointment shall be final, binding and conclusive on the Parties. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by Xxxxx and the Shareholders’ Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after Buyer and the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall govern. The Shareholders’ Representative and Parent shall use their commercially reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar 30 days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting PrinciplesCompany FRS, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of ParentBuyer’s and the Shareholders’ Representative’s disagreement. Each party Party shall use its commercially reasonable best efforts to furnish to the Independent Accountant such work papers papers, VAT invoices issued or received by the Company and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative and Parent absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Account.54

Independent Accountant. If Buyer and the Representative and Parent Sellers are unable to resolve all of the Disputed Items during the Resolution Period, then Buyer and the Representative and Parent Sellers shall jointly engage and submit solely the unresolved Disputed Items in each case, taking into account any updates by Buyer and the Sellers to their respective calculations of such line items or amounts following the resolution process described in Section 1.3(d), for resolution to Deloitte & Touche LLP or, if such firm declines to be retained to resolve the dispute, another nationally recognized, independent accounting firm reasonably acceptable to Buyer and the Sellers (in either case, the “Unresolved ItemsIndependent Accountant”). The parties agree to instruct the Independent Accountant to render a determination of the applicable unresolved Disputed Items within forty-five (45) days after referral of the matter to such Independent Accountant, which determination must be in writing and must set forth, in reasonable detail, the basis therefor. Buyer and the Sellers shall make reasonably available to the Independent Accountant. The Independent Accountant shall act as an arbitrator all relevant books and records, any work papers (including, subject to determineexecution of customary access letter, based solely on presentations by those of the Representative parties’ respective accountants, to the extent applicable) and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited supporting documentation relating to those adjustments, if any, required to be made for the Closing Statement to comply with and the provisions Dispute Notice, including the calculations of this Agreement. The parties shall agreethe Closing Working Capital, promptly after Closing Cash, Closing Indebtedness, Closing Transaction Expenses, Closing Retention Payments and the Independent Accountant has been appointedClosing Purchase Price, on procedures governing the resolution of and any dispute other items reasonably requested by the Independent Accountant, ; provided that if (i) copies of all such materials are concurrently provided to the parties fail other party, (ii) the Sellers shall not be required to agree on provide any Consolidated or Combined Returns or any portions of any tax work papers or supporting documentation to the extent related to such proceduresConsolidated or Combined Returns and (iii) the Sellers shall not be required to provide any other Tax Returns or any portions of any tax work papers or supporting documentation to the extent related to such other Tax Returns, in each case set forth in this clause (iii) that do not relate primarily to the dispute resolution procedures determined by the Independent Accountant shall governTransferred Companies or their respective Subsidiaries. The Representative fees and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative and Parent absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs disbursements of the Independent Accountant shall be borne equally solely by Parent the party whose position is ultimately not adopted by the Independent Accountant; provided that any engagement fees of the Independent Accountant shall be initially borne fifty percent (50%) by Buyer and fifty percent (50%) by the Fully-Diluted StockholdersSellers. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the portion to Independent Accountant shall be borne by the Fully-Diluted Stockholders being paid party incurring such costs and expenses. The Sellers and Buyer shall jointly instruct the Independent Accountant that the Independent Accountant shall act solely out as an accounting expert and not as an arbitrator or legal expert. The Independent Accountant’s decision shall be based solely on written submissions by the Sellers and Buyer and their respective representatives and not by independent review and shall be final and binding on all of the Purchase Price Adjustment Escrow Accountparties. The Independent Accountant (A) shall be bound by the provisions of this Section 1.3, (B) shall adopt a position in respect of the unresolved Disputed Items submitted to the Independent Accountant by determining which of the positions of Buyer or the Sellers submitted to the Independent Accountants is, in the aggregate, more accurate pursuant to the terms of this Agreement and the Applicable Accounting Principles and, based on such determination, adopt either the aggregate amount claimed by Buyer or the aggregate amount claimed by the Seller with respect to such Disputed Items and (C) shall make its determination in accordance with the Applicable Accounting Principles and this Agreement and the Independent Accountant is not to make any other determination, including any determination as to whether the Target Closing Working Capital or any estimates on the Estimated Closing Statement are correct, adequate or sufficient.

Independent Accountant. If The Independent Accountant will determine each disputed item (the Representative and Parent are unable amount of which may not be more favorable to resolve all Buyer than the related amount reflected in Buyer’s draft of the Disputed Items during Earnout Statement nor more favorable to Seller than the Resolution Periodrelated amount set forth in Seller’s objections) as promptly as may be reasonably practicable, then and Buyer and Seller will instruct the Representative and Parent Independent Accountant to endeavor to complete such process within a period of no more than 30 days. The Parties shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) use commercially reasonable efforts to make available to the Independent AccountantAccountant during normal business hours such employees, information, books and records as may be reasonably requested by the Independent Accountant to make its final determination (in the case of accountant work papers of the outside independent accountant of the Company or Buyer, subject to the Independent Accountant entering into a customary confidentiality agreement with respect thereto). The Independent Accountant shall act may conduct such proceedings as an arbitrator to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointedbelieves, in its sole discretion, will assist in the determination of the disputed items; provided, however, that, except as Buyer and Seller may otherwise agree, all communications between Buyer and Seller or any of their respective representatives, on procedures governing the resolution of any dispute by one hand, and the Independent Accountant, provided that if on the parties fail other hand, will be in writing with copies simultaneously delivered to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall governnon-communicating party. The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall disputed items will be final, binding and conclusive upon on Buyer and Seller, effective as of the Representative date the Independent Accountant’s written determination is received by Buyer and Parent absent manifest errorSeller. In resolving any disputed item, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant (x) shall be borne equally bound by Parent the provisions of this Section 2.05(c), and the Fully-Diluted Stockholders, definitions set forth in this Agreement; (y) shall limit its review to the disputed items submitted to the Independent Accountant for resolution and not otherwise investigate matters independently; and (z) shall further limit its review of the disputed items solely to whether the disputed items have been prepared in accordance with the portion to be borne by Agreed Accounting Principles and the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Accountother applicable definitions set forth in this Agreement or contain any mathematical or clerical error.

Independent Accountant. If Following Xxxxxx’s receipt of any Objection Notice, the Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then the Member Representative and Parent shall jointly engage attempt to negotiate in good faith to resolve such dispute. In the event that the Member Representative and submit Parent fail to agree on any of the unresolved Disputed Items Member Representative’s proposed adjustments set forth in the Objection Notice within thirty (30) days after Parent receives the Objection Notice, the Member Representative and Parent agree that a nationally recognized accounting firm without any prior relationship with Parent or the Company and that is mutually acceptable to Parent and the Member Representative (the “Unresolved ItemsIndependent Accountant”) and is willing to serve as the Independent Accountant hereunder, shall, if and when requested to do so by either Parent or the Member Representative in writing to the Independent AccountantAccountant with concurrent notice to the other party, make the final determination of the Final Calculations in accordance with the terms of this Agreement. Parent and the Member Representative each shall provide the Independent Accountant with their respective determinations of the Final Calculations and such other written submissions, presentations and supporting material as each of Parent and the Member Representative deems necessary and appropriate. The Independent Accountant shall make a determination of the Final Calculations that shall be final and binding on the Members and Parent and such determination shall be within the range proposed by Parent and the Member Representative in the Final Calculations and the Objection Notice. The scope of the disputes to be resolved by the Independent Accountant shall be limited to whether such calculation was done in accordance with the terms hereof, the accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions, procedures or level of prudence used to prepare the Final Calculations, and whether there were mathematical errors in the calculation of any of the Final Calculations, and the Independent Accountant shall not make any other determination. The Independent Accountant shall make its determination based solely on written submissions, presentations and supporting material provided by Xxxxxx and the Member Representative and not pursuant to any independent review. The Independent Accountant shall act as an arbitrator to determineexpert, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreementan arbitrator. The parties shall agreefees, promptly after costs and expenses of the Independent Accountant has been appointedshall be allocated between Parent, on procedures governing the resolution one hand, and the Members, on the other hand, based upon the percentage which the portion of any dispute the aggregate dollar value of the items set forth in the Objection Notice not awarded to Parent and the Member Representative bears to the amount actually contested by such party. For example, if the Member Representative claims that the appropriate adjustments are $1,000 greater than the amount determined by Parent and if the Independent Accountant ultimately resolves such items by awarding to the Member Representative $300 of the $1,000 contested, then the fees, costs and expenses of the Independent Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to Parent and 70% (i.e., 700 ÷ 1,000) to the Members. During the review by the Independent Accountant, provided that if the parties fail to agree on such proceduresParent, the dispute resolution procedures determined Member Representative and their respective representatives shall make available to the Independent Accountant interviews with such individuals and such information, books and records and work papers as may be reasonably required by the Independent Accountant shall governto fulfill its obligations under this Section 2.8(d). The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items Final Calculations shall be treated as compromise and settlement negotiations for an amount that is outside purposes of Rule 408 of the range Federal Rules of Parent’s Evidence and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish comparable state rules of evidence, and all negotiations, submissions to the Independent Accountant such work papers Accountant, and other documents and information pertaining to the Unresolved Items presentations under this Section 2.8(d) shall be treated as the Independent Accountant may reasonably requestconfidential information. The determination of the Independent Accountant shall be final, binding and conclusive bound by a mutually agreeable confidentiality agreement. The decision rendered pursuant to this Section 2.8(d) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.8(d). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the Representative and Parent absent manifest errorIndependent Accountant. Absent such fraud, and Parent such other party shall revise reimburse the Closing Statement party seeking enforcement for all of its expenses related to reflect such determination upon receipt thereof. The fees, expenses and costs the enforcement of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountAccountant’s determination.

Independent Accountant. If Following Buyer’s receipt of any Objection Notice, the Seller Representative and Parent are unable Buyer shall attempt to negotiate in good faith to resolve such dispute. In the event that the Seller Representative and Buyer fail to agree on all of the Disputed Items during Seller Representative’s proposed adjustments set forth in the Resolution PeriodObjection Notice within thirty (30) days after Buyer receives the Objection Notice, then the Seller Representative and Parent shall jointly engage Buyer agree that KPMG LLP or, if such Person is unable or unwilling to act as the Independent Accountant hereunder, such other nationally recognized accounting firm that is mutually acceptable to Buyer and submit the unresolved Disputed Items Seller Representative and is willing to serve in such capacity hereunder (the “Unresolved ItemsIndependent Accountant”) ), shall, if and when requested to do so by either Buyer or the Seller Representative in writing to the Independent AccountantAccountant with concurrent notice to the other party, make the final determination of the Final Calculations in accordance with the terms of this Agreement. Buyer and the Seller Representative each shall provide the Independent Accountant with their respective determinations of the Final Calculations and such other written submissions, presentations and supporting material as each of Buyer and the Seller Representative deems necessary and appropriate. The Independent Accountant shall make a determination of the Final Calculations as soon as practicable after its engagement, and such determination shall be final and binding on the Sellers and Buyer and shall be within the range proposed by Buyer and the Seller Representative in the Final Calculations and the Objection Notice. The scope of the disputes to be resolved by the Independent Accountant shall be limited to whether such calculation was done in accordance with the terms hereof, the accounting methods and procedures used to prepare the Final Calculations, and whether there were mathematical errors in the calculation of any of the Final Calculations, and the Independent Accountant shall not to make any other determination. The Independent Accountant shall make its determination based solely on written submissions, presentations and supporting material provided by Buyer and the Seller Representative and not pursuant to any independent review. The Independent Accountant shall act as an arbitrator to determineexpert, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreementan arbitrator. The parties shall agreefees, promptly after costs and expenses of the Independent Accountant has been appointedshall be allocated between Buyer, on procedures governing the resolution one hand, and the Sellers, on the other hand, based upon the percentage of any dispute the aggregate dollar value of the items set forth in the Objection Notice not awarded to Buyer and the Seller Representative, respectively, bears to the amount actually contested by such party. For example, if the Seller Representative claims that the appropriate adjustments are $1,000 greater than the amount determined by Buyer and if the Independent Accountant ultimately resolves such items by awarding to the Seller Representative $300 of the $1,000 contested, then the fees, costs and expenses of the Independent Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to Buyer and 70% (i.e., 700 ÷ 1,000) to the Seller Representative. During the review by the Independent Accountant, provided that if the parties fail to agree on such proceduresBuyer, the dispute resolution procedures determined Seller Representative and their respective representatives shall make available to the Independent Accountant interviews with such individuals and such information, books and records and work papers as may be reasonably required by the Independent Accountant shall governto fulfill its obligations under this Section 2.6(c). The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items Final Calculations shall be treated as compromise and settlement negotiations for an amount that is outside purposes of Rule 408 of the range Federal Rules of Parent’s Evidence and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish comparable state rules of evidence, and all negotiations, submissions to the Independent Accountant such work papers Accountant, and other documents and information pertaining to the Unresolved Items presentations under this Section 2.6(c) shall be treated as the Independent Accountant may reasonably requestconfidential information. The determination of the Independent Accountant shall be final, binding and conclusive bound by a mutually agreeable confidentiality agreement. The decision rendered pursuant to this Section 2.6(c) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.6(c). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the Representative and Parent absent manifest errorIndependent Accountant. Absent such fraud, and Parent such other party shall revise reimburse the Closing Statement party seeking enforcement for all of its expenses related to reflect such determination upon receipt thereof. The fees, expenses and costs the enforcement of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountAccountant’s determination.

Independent Accountant. If Buyer and the Equityholders’ Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then Buyer and the Equityholders’ Representative and Parent shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant, provided that if Buyer and the Equityholders’ Representative do not appoint an Independent Accountant within ten days after the end of the Resolution Period, they shall request the American Arbitration Association to appoint as the Independent Accountant a partner in the New York office of a nationally recognized independent registered public accounting firm that has not had a material relationship with Buyer, the Equityholders’ Representative or the Company within the preceding two years, and such appointment shall be final, binding and conclusive on Buyer and the Equityholders’ Representative. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by Buyer and the Equityholders’ Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by of the Independent Accountant American Arbitration Association shall govern. The Buyer and the Equityholders’ Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 3.4 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of ParentBuyer’s and the Equityholders’ Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon Buyer and the Equityholders’ Representative and Parent absent manifest error, and Parent Buyer shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent Buyer and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out Equityholders’ Representative (on behalf of the Purchase Price Adjustment Escrow AccountEquityholders).

Independent Accountant. If the Representative MetroPCS and Parent DT are unable to resolve all of the Disputed Items during the Resolution Period, then then, at the Representative request of either party, MetroPCS and Parent DT shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant. The Independent Accountant MetroPCS and DT shall act as an arbitrator to determine, based solely on presentations by enter into reasonable and customary arrangements for the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required services to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute rendered by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall governincluding a customary non-disclosure agreement. The Representative MetroPCS and Parent DT shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar 30 days after such items are submitted to it for reviewresolution. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 2.4 and the TMUS Applicable Accounting Principles. The Independent Accountant shall limit its review only to the Unresolved Items. In reviewing any Unresolved Items, and in no event shall the Independent Accountant’s determination of the Accountant may not assign a value to any Unresolved Items be for an amount Item that is outside greater than the range of Parent’s and greatest value or less than the Representative’s disagreementsmallest value for such Unresolved Item claimed by either party. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative on MetroPCS and Parent DT absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the American Arbitration Association, if applicable, and the Independent Accountant shall be borne equally by Parent DT and MetroPCS in the Fully-Diluted Stockholders, with same proportion as the portion to be borne aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as determined by the Fully-Diluted Stockholders being paid solely out Independent Accountant) bears to the total amount of the Purchase Price Adjustment Escrow AccountUnresolved Items submitted to the Independent Accountant.

Independent Accountant. If Following Parent’s receipt of any Objection Notice, the Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then the Member Representative and Parent shall jointly engage attempt to negotiate in good faith to resolve such dispute. In the event that the Member Representative and submit Parent fail to agree on any of the unresolved Disputed Items Member Representative’s proposed adjustments set forth in the Objection Notice within thirty (30) days after Parent receives the Objection Notice, the Member Representative and Parent agree that a nationally recognized accounting firm without any prior relationship with Parent or the Company and that is mutually acceptable to Parent and the Member Representative (the “Unresolved ItemsIndependent Accountant”) and is willing to serve as the Independent Accountant hereunder, shall, if and when requested to do so by either Parent or the Member Representative in writing to the Independent AccountantAccountant with concurrent notice to the other party, make the final determination of the Final Calculations in accordance with the terms of this Agreement. Parent and the Member Representative each shall provide the Independent Accountant with their respective determinations of the Final Calculations and such other written submissions, presentations and supporting material as each of Parent and the Member Representative deems necessary and appropriate. The Independent Accountant shall make a determination of the Final Calculations that shall be final and binding on the Members and Parent and such determination shall be within the range proposed by Parent and the Member Representative in the Final Calculations and the Objection Notice. The scope of the disputes to be resolved by the Independent Accountant shall be limited to whether such calculation was done in accordance with the terms hereof, the accounting methods, standards, policies, practices, classifications, estimation methodologies, assumptions, procedures or level of prudence used to prepare the Final Calculations, and whether there were mathematical errors in the calculation of any of the Final Calculations, and the Independent Accountant shall not make any other determination. The Independent Accountant shall make its determination based solely on written submissions, presentations and supporting material provided by Parent and the Member Representative and not pursuant to any independent review. The Independent Accountant shall act as an arbitrator to determineexpert, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreementan arbitrator. The parties shall agreefees, promptly after costs and expenses of the Independent Accountant has been appointedshall be allocated between Parent, on procedures governing the resolution one hand, and the Members, on the other hand, based upon the percentage which the portion of any dispute the aggregate dollar value of the items set forth in the Objection Notice not awarded to Parent and the Member Representative bears to the amount actually contested by such party. For example, if the Member Representative claims that the appropriate adjustments are $1,000 greater than the amount determined by Parent and if the Independent Accountant ultimately resolves such items by awarding to the Member Representative $300 of the $1,000 contested, then the fees, costs and expenses of the Independent Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to Parent and 70% (i.e., 700 ÷ 1,000) to the Members. During the review by the Independent Accountant, provided that if the parties fail to agree on such proceduresParent, the dispute resolution procedures determined Member Representative and their respective representatives shall make available to the Independent Accountant interviews with such individuals and such information, books and records and work papers as may be reasonably required by the Independent Accountant shall governto fulfill its obligations under this Section 2.8(d). The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items Final Calculations shall be treated as compromise and settlement negotiations for an amount that is outside purposes of Rule 408 of the range Federal Rules of Parent’s Evidence and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish comparable state rules of evidence, and all negotiations, submissions to the Independent Accountant such work papers Accountant, and other documents and information pertaining to the Unresolved Items presentations under this Section 2.8(d) shall be treated as the Independent Accountant may reasonably requestconfidential information. The determination of the Independent Accountant shall be final, binding and conclusive bound by a mutually agreeable confidentiality agreement. The decision rendered pursuant to this Section 2.8(d) may be filed as a judgment in any court of competent jurisdiction. Either party may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.8(d). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the Representative and Parent absent manifest errorIndependent Accountant. Absent such fraud, and Parent such other party shall revise reimburse the Closing Statement party seeking enforcement for all of its expenses related to reflect such determination upon receipt thereof. The fees, expenses and costs the enforcement of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountAccountant’s determination.

Independent Accountant. If Buyer and the Seller Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then Buyer and the Seller Representative and Parent shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant. The ; provided that if Buyer and the Seller Representative do not appoint an Independent Accountant within ten (10) days after the end of the Resolution Period, they shall act request the American Arbitration Association to appoint as an arbitrator to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant a nationally recognized independent registered public accounting firm that has been appointednot had a material relationship with the Transferred Companies, on procedures governing the resolution Seller Representative, any Seller, Buyer or any Affiliate of any dispute by of the Independent Accountantforegoing, provided that if within the parties fail to agree preceding two years, and such appointment shall be final, binding and conclusive on such proceduresBuyer, Sellers and the dispute resolution procedures determined by Seller Representative. Buyer and the Independent Accountant shall govern. The Seller Representative and Parent shall use their commercially reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items the Unresolved Items are submitted for review, and Buyer, Sellers and the Seller Representative shall cooperate with the Independent Accountant during its engagement. Buyer and the Seller Representative shall promptly (and in any event within ten (10) Business Days) after the Independent Accountant’s engagement, each submit to the Independent Accountant their respective computations of the Unresolved Items and information, arguments and support for their respective positions, and shall concurrently deliver a copy of such materials to the other party. Each of Buyer and the Seller Representative shall then be given an opportunity to supplement the information, arguments and support included in its initial submission with one additional submission to respond to any arguments or positions taken by the other party in such other party’s initial submission, which supplemental information shall be submitted to the Independent Accountant (with a copy thereof to the other party) within five (5) Business Days after the first date on which both parties have submitted their respective initial submissions to the Independent Accountant. The Independent Accountant shall make a determination thereafter be permitted to request additional or clarifying information from the parties, and each of the parties shall cooperate with such requests of the Independent Accountant; provided that communication with the Independent Accountant by any party hereto or any of their respective representatives with respect to or in any way related to the duties contemplated to be performed by the Independent Accountant hereby may not occur ex parte, and each of the Seller Representative and Buyer or their respective designees must participate in any such communication, including by receiving copies of any materials submitted to the Independent Accountant in connection herewith. The Independent Accountant shall determine, based solely on the materials so presented by the parties and upon information received in response to such requests for additional or clarifying information and not by independent review, only those Unresolved Items still in dispute and shall render a written report to Buyer and the Seller Representative in which the Independent Accountant sets forth its determination regarding what adjustments, if any, should be made to the amounts and computations set forth in the Closing Statement solely as to the Unresolved Items only and in a manner consistent with this Section 2.11 shall determine, on that basis, the appropriate amount of the 2014 Net Working Capital, 2014 Excess Cash, the Additional Consideration, Excess Indebtedness, the Leakage Amount and the Applicable Accounting PrinciplesIndebtedness/Leakage True-Up Amount,. In resolving any Unresolved Item, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining (x) shall be bound to the Unresolved Items as principles of this Section 1.4 and the Independent Accountant may reasonably requestterms of this Agreement, (y) shall limit its review to matters specifically set forth in the Dispute Notice and (z) shall not assign a value to any item higher than the highest value for such item claimed by either party or less than the lowest value for such item claimed by either party. The determination report of the Independent Accountant shall be final, binding and conclusive upon on Buyer, Sellers and the Seller Representative and Parent absent manifest error, and Parent Buyer shall revise the Closing Statement to reflect the determination of the Independent Accountant as set forth in such determination report promptly upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent Buyer and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountSellers.

Independent Accountant. If At the Representative and Parent are unable to resolve all end of the Dispute Period, if Seller and Remington have not agreed in writing upon a final resolution with respect to any disputed items contained in the Notice of Disagreement or any Additional Disputed Items, Seller and Remington shall submit any and all matters which remain in dispute and which were properly included in the Notice of Disagreement and any Additional Disputed Items during to the Resolution PeriodIndependent Accountant, then which Independent Accountant shall adjudicate only such disputed items. The Independent Accountant shall offer Seller and Remington the Representative and Parent opportunity to provide written submissions regarding their positions regarding the disputed matters, which written submissions shall jointly engage and submit be provided to the unresolved Disputed Items (Independent Accountant, if at all, no later than 10 days after the “Unresolved Items”) date of referral of the disputed matters to the Independent Accountant. The Independent Accountant shall act as an arbitrator will work to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute resolve and shall be limited address solely such disputed items promptly and, in any event, within 30 days from the date such disputed items are submitted to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedureswhich determination must be in writing and must set forth, in reasonable detail, the dispute resolution procedures determined by basis therefor (the “Independent Accountant’s Certificate”). Any item not specifically referred to the Independent Accountant for evaluation shall govern. The Representative be deemed final and Parent shall use their reasonable best efforts to cause binding on the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for reviewParties. The Independent Accountant shall make a determination with respect apply the provisions of this Section 2.3 to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principlesdisputed issues, and in shall have no event shall the Independent Accountant’s determination authority or power to alter, modify, amend, add to or subtract from any term or provision of the Unresolved Items be for an amount that is outside the range of Parent’s this Agreement, and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The any determination of the Independent Accountant shall be finalbased solely on the terms of this Agreement, binding the Adjustment Statement, the Notice of Disagreement (including any Additional Disputed Items), and conclusive any written submissions by Seller and/or Remington. The Independent Accountant will finalize the Draft Closing Balance Sheet and determine the amount by which the Preliminary Cash Purchase Price will be adjusted so that the cash consideration paid for the Purchased Interests pursuant to Section 2.2(a) (excluding Contributed Interests deemed contributed by Seller to Parent in exchange for the Rollover Units) equals the Final Cash Purchase Price by selecting, with respect to each item in dispute, an amount which does not exceed the greatest value for such item assigned to it by Seller, on the one hand, or Remington, on the other hand, or less than the smallest value for such item assigned to it by Seller, on the one hand, or Remington, on the other hand. Seller and Remington shall cooperate reasonably with the Independent Accountant, including by promptly complying with all reasonable requests by the Independent Accountant for information, books, records and similar items. No Party or any of their respective representatives and Affiliates shall have any ex parte communications or meetings with the Independent Accountant regarding the subject matter hereof without the other Party’s prior written consent and then only to the extent (and subject to the limitations) set forth in such written consent. No Party will disclose to the Independent Accountant, and the Independent Accountant will not consider, for any purposes, any settlement discussions or settlement offers made by a Party. Independent Accountant will act as an arbitrator to determine the Final Adjustment Statement, based solely on presentations by Seller and Remington (and not by independent review). The Independent Accountant shall conduct its activities hereunder in a manner whereby all materials submitted to the Independent Accountant are held in confidence and shall not be disclosed to any third parties. Each of the Parties agrees that the Independent Accountant’s Certificate may be entered upon the Representative and Parent absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and in any court having jurisdiction over the Fully-Diluted Stockholders, with the portion Party against which such determination is to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Accountenforced.

Independent Accountant. If the Representative Purchaser and Parent Honeywell are unable to resolve all of the Disputed Items during the Resolution Period45-day resolution period, then then, at the Representative request of either party, Purchaser and Parent Honeywell shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, ; provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant does not accept such engagement within ten (10) days after either Purchaser or Honeywell gives notice to the other of such request, either of them may request the American Arbitration Association to appoint a substitute Independent Accountant and such appointment shall governbe final, binding and conclusive on Purchaser and Honeywell. The Representative Purchaser and Parent Honeywell shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 1.8 and the Applicable Accounting Principles, and in no event shall . Any adjustment with respect to the Unresolved Items may only be made by the Independent AccountantAccountant within the range between Purchaser’s determination calculation and Honeywell’s calculation of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreementItems. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant and all elements in the Closing Statement as finalized in such determination, shall be final, binding and conclusive upon the Representative on Purchaser and Parent Honeywell absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the American Arbitration Association and the Independent Accountant shall be borne equally in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by Parent and the Fully-Diluted Stockholders, with the portion to be borne each (as determined by the Fully-Diluted Stockholders being paid solely out Independent Accountant) bears to the total amount of the Purchase Price Adjustment Escrow AccountUnresolved Items submitted to the Independent Accountant.

Independent Accountant. If the Representative Buyer and Parent Seller are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative Buyer and Parent Seller shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant; provided that if Buyer and Seller do not appoint an Independent Accountant within ten (10) calendar days after the end of the Resolution Period, they shall request the American Arbitration Association to appoint as the Independent Accountant a partner in the New York office of a nationally recognized independent registered public accounting firm that has not had a material relationship with Buyer or Seller within the preceding two years, and such appointment shall be final, binding and conclusive on Buyer and Seller. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative Buyer and Parent Seller and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Inventory Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, ; provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by of the Independent Accountant American Arbitration Association shall govern. The Representative Buyer and Parent Seller shall use their reasonable best commercial efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 1.3(e) and the Applicable Accounting Principlesprice for each Product as set forth on Schedule 1.3 to this Agreement, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of ParentBuyer’s and the RepresentativeSeller’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as are in its possession or under its control as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative Buyer and Parent Seller absent manifest error, and Parent Seller shall revise the Closing Inventory Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent Buyer and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountSeller.

Independent Accountant. If the Representative Buyer and Parent Seller are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative Buyer and Parent Seller shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant; provided that if Buyer and Seller do not appoint an Independent Accountant within ten (10) days after the end of the Resolution Period, they shall (and, failing joint action, either of them may independently) request the American Arbitration Association to appoint as the Independent Accountant a partner in the New York office of a nationally recognized independent registered public accounting firm that has not had a material relationship with Buyer, Seller or any of the Group Companies within the preceding two (2) years, and such appointment shall be final, binding and conclusive on Buyer and Seller. The Independent Accountant shall act as an expert and not as an arbitrator to determine, based solely on presentations by the Representative Buyer and Parent Seller and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by of the Independent Accountant American Arbitration Association shall govern. The Representative Buyer and Parent Seller shall use their commercially reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and 1.4, the Applicable Accounting PrinciplesPrinciples and the provisions of this Agreement, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of ParentBuyer’s and the RepresentativeSeller’s disagreement. Each party shall use its commercially reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative Buyer and Parent Seller absent manifest error, and Parent Buyer shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent Buyer and Seller, respectively, in the Fully-Diluted Stockholders, with same proportion as the portion to be borne aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as determined by the Fully-Diluted Stockholders being paid solely out Independent Accountant) bears to the total amount of the Purchase Price Adjustment Escrow AccountUnresolved Items submitted to the Independent Accountant.

Independent Accountant. If the Representative Buyer and Parent the Sellers are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative Buyer and Parent the Sellers shall jointly engage and submit the unresolved Disputed Items (the “"Unresolved Items”") for resolution to BDO Xxxxxxx, LLP, or if BDO Xxxxxxx, LLP is unavailable, to another nationally recognized independent registered public accounting firm, appointed by mutual agreement of the Buyer and the Sellers, that has not had a material relationship with the Company, any of the Sellers or the Buyer within the preceding two years (the "Independent Accountant"). The If the Buyer and the Sellers fail to appoint an Independent Accountant within ten days after the end of the Resolution Period, they shall act request the American Arbitration Association to appoint as an arbitrator to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant a nationally recognized independent registered public accounting firm that has been appointednot had a material relationship with the Company, any of the Sellers or the Buyer within the preceding two years, and such appointment shall be final, binding and conclusive on procedures governing the resolution of any dispute by Buyer and the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall governSellers. The Representative Buyer and Parent the Sellers shall use their commercially reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar 30 days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles1.4, and in no event shall the Independent Accountant’s 's determination of the Unresolved Items be for an amount that is outside the range of Parent’s the Buyer's and the Representative’s Sellers' disagreement. The engagement letter of the Independent Accountant shall specify the procedures to be followed, consistent with this Section 1.4, by the Independent Accountant in determining Unresolved Items. Each party shall use its commercially reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon on the Representative Buyer and Parent the Sellers absent manifest error, and Parent the Sellers shall revise cause the Closing Statement to be revised to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent the Buyer and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountSellers.

Independent Accountant. If the Representative Trident Investors and Parent the Sellers are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative Trident Investors and Parent the Sellers shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail Trident Investors and the Sellers do not appoint an Independent Accountant within ten days after the end of the Resolution Period, they shall request the American Arbitration Association to agree on such proceduresappoint an Independent Accountant who has not had a material relationship with the Company, the dispute resolution procedures determined by Sellers or the Independent Accountant Trident Investors or any of their respective Affiliates within the preceding two years, and such appointment shall governbe final, binding and conclusive on the Trident Investors and the Sellers. The Representative Trident Investors and Parent the Sellers shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar 30 days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 2.5 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s the Trident Investors’ and the Representative’s disagreementSellers’ disagreement or shall the Independent Accountant make any determination with respect to any aspect of the Estimated Closing Balance Sheet or the Closing Balance Sheet that is not an Unresolved Item. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon on the Representative Trident Investors and Parent the Sellers absent manifest error, and Parent the Company shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountCompany.

Independent Accountant. If the Representative Buyer and Parent Seller are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative Buyer and Parent Seller shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant; provided, that if Buyer and Seller do not appoint an Independent Accountant within ten (10) days after the end of the Resolution Period, they shall request the American Arbitration Association to appoint as the Independent Accountant a partner in the New York office of a nationally recognized independent registered public accounting firm that has not had a material relationship with Buyer, Seller or the Company within the preceding two (2) years, and such appointment shall be final, binding and conclusive on Buyer and Seller. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative Buyer and Parent Seller and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant; provided, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by of the Independent Accountant American Arbitration Association shall govern. The Representative Buyer and Parent Seller shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 1.3 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of ParentBuyer’s and the RepresentativeSeller’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative Buyer and Parent Seller absent manifest error, and Parent Buyer shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by Parent and the Fully-Diluted Stockholders, with the portion to be borne each party (as determined by the Fully-Diluted Stockholders being paid solely out Independent Accountant) bears to the total amount of the Purchase Price Adjustment Escrow AccountUnresolved Items submitted to the Independent Accountant.

Independent Accountant. If the Representative Purchaser and Parent Seller are unable to resolve all of the Disputed Items during the Resolution Period, then then, at the Representative request of either party, Purchaser and Parent Seller shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant. The ; provided that if Purchaser and Seller do not appoint an Independent Accountant shall act within ten days after either Purchaser or Seller gives notice to the other of such request, either of them may request the American Arbitration Association to appoint as an arbitrator to determine, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant a partner in the New York office of a nationally recognized independent registered public accounting firm based on its determination that the partner has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if had no material relationships with the parties fail to agree or their respective Affiliates within the preceding two years and taking into account such firm’s material relationships during the preceding two years with the parties and their respective Affiliates, and such appointment shall be final, binding and conclusive on such procedures, the dispute resolution procedures determined by the Independent Accountant shall governPurchaser and Seller. The Representative Purchaser and Parent Seller shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar 30 days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 2.5 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative on Purchaser and Parent Seller absent manifest error, and Parent Purchaser shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the American Arbitration Association and the Independent Accountant shall be borne equally in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by Parent and the Fully-Diluted Stockholders, with the portion to be borne each (as determined by the Fully-Diluted Stockholders being paid solely out Independent Accountant) bears to the total amount of the Purchase Price Adjustment Escrow AccountUnresolved Items submitted to the Independent Accountant.

Independent Accountant. If the Representative Purchaser and Parent Seller are unable to resolve all of the Disputed Items during the Resolution Period, then then, at the Representative request of either Party, Purchaser and Parent Seller shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to such firm of independent accountants of internationally recognized standing as Seller and Purchaser agree or in the event that Seller and Purchaser are unable to agree on any such firm, such firm of independent accountants as selected by the American Arbitration Association (the “Independent Accountant”). The Independent Accountant Purchaser and Seller shall act as an arbitrator to determine, based solely on presentations by enter into reasonable and customary arrangements for the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required services to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute rendered by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall governincluding a customary non-disclosure agreement. The Representative Purchaser and Parent Seller shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted to it for reviewresolution. The Independent Accountant shall act as an expert and not as an arbitrator. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 1.06 and the Applicable Accounting Principles. The Independent Accountant shall limit its review only to the Unresolved Items. In reviewing any Unresolved Items, the Independent Accountant may not assign a value to any Unresolved Item that is greater than the greatest value or less than the smallest value for such Unresolved Item claimed by either Party. As an initial procedural matter, each Party shall no later than five (5) Business Days after the Independent Accountant has been retained prepare a statement which it shall deliver to the Independent Accountant setting forth its position regarding the Unresolved Items. Such statement shall be accompanied by such supporting documentation as the Party preparing the same may care to submit. After the Independent Accountant has received both statements, the Parties shall cause the Independent Accountant to simultaneously provide such statements to both Parties (including all accompanying exhibits and in no event schedules). Following delivery of the Parties’ statements of position, the Parties shall have the opportunity to schedule a joint meeting with both Parties and the Independent Accountant so each Party may present its evidence and the Independent Accountant may ask any questions regarding the Parties’ respective positions. For the avoidance of doubt, the Independent Accountant may ask questions regarding the Parties’ respective positions both at the meeting or at any time after (but prior to the Independent Accountant’s delivery of its determination referred to below). Following the meeting with the Independent Accountant (but no more than ten (10) Business Days thereafter), the Parties may (using the same procedure specified above with respect to the preparation and submission of the Unresolved Items be for an amount that is outside initial position statements) submit a final statement of position (together with the range initial statements, the “Position Statements”). Except as specified above regarding the delivery of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish Parties’ Position Statements to the Independent Accountant such work papers Accountant, all communications between either Party and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably requestor from the Independent Accountant to either Party shall copy the other, and no ex-parte communications or meetings shall be permitted. The determination of the Independent Accountant shall be based solely on (x) the definitions and other applicable provisions of this Agreement, (y) the Parties’ respective Position Statements and (z) the meeting referred to above and follow up questions therefrom (and not on an independent review), and such determination shall be final, binding and conclusive upon the Representative on Purchaser and Parent Seller absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent Seller and Purchaser in the Fully-Diluted Stockholders, with same proportion as the portion to be borne aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as determined by the Fully-Diluted Stockholders being paid solely out Independent Accountant) bears to the total amount of the Purchase Price Adjustment Escrow AccountUnresolved Items submitted to the Independent Accountant.

Independent Accountant. If the Purchaser and the Seller Representative and Parent are unable to resolve reach agreement on all of the Disputed Items Items, each of which is expressly specified in the Dispute Notice, during the Resolution Period, then the Purchaser and the Seller Representative and Parent shall jointly engage and submit the unresolved Disputed Items expressly specified in the Dispute Notice (the “Unresolved Items”) to (i) KPMG LLP, and (ii) if KPMG LLP declines to act or is not available or is not independent at such time, a nationally recognized independent accounting firm mutually agreed upon by the Purchaser and the Seller Representative in writing (the “Independent Accountant. The ”) for a determination to resolve such Unresolved Items (it being agreed and understood that the Independent Accountant shall act as an expert and not as an arbitrator to determine, determine such Unresolved Items (and no other matters) and shall do so based solely on presentations and information provided by the Purchaser and the Seller Representative and Parent and not by independent review). The Purchaser and the Seller Representative shall, only and shall direct their respective Representatives to, use their reasonable best efforts to cooperate with the Independent Accountant and furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after as the Independent Accountant has been appointedmay reasonably request and respond on a timely basis to any such request, on procedures governing all with the resolution of any dispute by the Independent Accountantintent to accurately, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall governfairly and in good faith resolve all Unresolved Items as promptly as reasonably practicable. The Purchaser and the Seller Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items as practicably as possible (but in any event within thirty (30) calendar days days) after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 1.4 and the Applicable Accounting PrinciplesExhibit B attached hereto, and absent a finding by the Independent Accountant of manifest error or Fraud with respect to the Unresolved Items, in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parentthe Purchaser’s and the Seller Representative’s disagreement. Each party disagreement (i.e., no value shall use its reasonable best efforts be assigned to furnish to the Independent Accountant such work papers and other documents and information pertaining to the any Unresolved Items as greater than the Independent Accountant may reasonably requestgreatest value for such Unresolved Items assigned by the Purchaser in the Closing Statement, on the one hand, or the Seller Representative in the Dispute Notice, on the other hand, or less than the smallest value for such Unresolved Items assigned by the Purchaser in the Closing Statement, on the one hand, or the Seller Representative in the Dispute Notice, on the other hand). The written determination of the Independent Accountant shall be final, binding and conclusive upon on the Representative Purchaser, the Company and Parent absent manifest errorthe Seller Representative, and Parent the Purchaser shall revise the Closing Statement to reflect such determination upon receipt thereof. The Parties shall be entitled to have a judgment entered on such written determination in any court of competent jurisdiction as permitted by this Agreement. Notwithstanding anything herein to the contrary, the dispute resolution mechanism contained in this Section 1.4 shall be the exclusive mechanism for resolving disputes regarding the Closing Statement, if any. For the avoidance of doubt, the scope of the dispute to be resolved by the Independent Accountant shall be limited to whether there were mathematical errors in the Closing Statement, and whether the amounts set forth in the Closing Statement were prepared in a manner consistent with the provisions of this Agreement. Neither the Purchaser nor the Seller Representative shall, and shall direct their respective Representatives not to, have or conduct any communication, whether written or oral, with the Independent Accountant with respect to any dispute in connection herewith without the other Party either being present (or having waived or declined its right to be present) or receiving a concurrent copy of any written communication. No Party will disclose to the Independent Accountant, and the Independent Accountant will not consider for any purpose, any settlement discussions or settlement offer made by any party, unless otherwise agreed in writing by the Seller Representative and the Purchaser. The fees, expenses and costs of the Independent Accountant in resolving a dispute shall be borne equally by Parent allocated between the Purchaser, on the one hand, and the Fully-Diluted StockholdersSeller Representative (on behalf of the Sellers), with on the other hand, based on the percentage which the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Accountcontested amount not awarded to each party bears to the amount actually contested by such party (e.g., if the Purchaser has taken the position that the Final Sellers’ Closing Consideration was $1,000,000 less than the Estimated Sellers’ Closing Consideration and the Seller Representative has taken the position that the Final Sellers’ Closing Consideration was $500,000 greater than the Estimated Sellers’ Closing Consideration, and the Independent Accountant finally determines that the Final Sellers’ Closing Consideration was equal to the Estimated Sellers’ Closing Consideration, then the Purchaser shall pay two thirds (2/3rds) of the fees and expenses of the Independent Accountant and the Seller Representative (on behalf of the Sellers) shall pay one third (1/3rd) of the fees and expenses of the Independent Accountant).

Independent Accountant. If Following Buyer’s receipt of the Representative Objection Notice, Seller and Parent are unable Buyer shall attempt to negotiate in good faith to resolve all such dispute. In the event that Seller and Buyer fail to agree on any of Seller’s proposed adjustments set forth in the Disputed Items during Objection Notice within thirty (30) days after Buyer receives the Resolution PeriodObjection Notice, then Seller and Buyer agree that they will jointly retain Ernst & Young LLP or, if such Person is unable or unwilling to act as the Representative Independent Accountant hereunder, such other nationally recognized accounting firm that is mutually acceptable to Buyer and Parent shall jointly engage Seller and submit the unresolved Disputed Items is willing to serve in such capacity hereunder (the “Unresolved ItemsIndependent Accountant”) ). The Independent Accountant shall, if and when requested to do so by either Buyer or Seller in writing to the Independent AccountantAccountant with concurrent notice to the other party, make the final determination of the Final Calculations in accordance with the terms of this Agreement. Buyer and Seller each shall provide the Independent Accountant with their respective determinations of the Final Calculations and such other written submissions, presentations and supporting material as each of Buyer and Seller deems necessary and appropriate. The Independent Accountant shall make a determination of the Final Calculations that shall be final and binding on Seller and Buyer and such determination shall be within the range proposed by Buyer in the Final Calculations and Seller in the Objection Notice. The scope of the disputes to be resolved by the Independent Accountant shall be limited to whether such calculation was done in accordance with the terms hereof, the accounting methods and procedures used to prepare the Final Calculations, and whether there were mathematical errors in the calculation of any of the Final Calculations, and the Independent Accountant shall not make any other determination. The Independent Accountant shall make its determination based solely on written submissions, presentations and supporting material provided by Buyer and Seller and not pursuant to any independent review. The Independent Accountant shall act as an arbitrator to determineexpert, based solely on presentations by the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreementan arbitrator. The parties shall agreefees, promptly after costs and expenses of the Independent Accountant has been appointedshall be allocated between Buyer and Seller based upon the percentage which the portion of the aggregate dollar value of the items not awarded to Buyer and Seller bears to the amount actually contested to the Independent Accountant by such party. For example, on procedures governing if Seller claims that the resolution appropriate adjustments are $1,000 greater than the amount determined by Buyer and if the Independent Accountant ultimately resolves such items by awarding to Seller $300 of any dispute the $1,000 contested, then the fees, costs and expenses of the Independent Accountant will be allocated 30% (i.e., 300 ÷ 1,000) to Buyer and 70% (i.e., 700 ÷ 1,000) to Seller. During the review by the Independent Accountant, provided that if Buyer, Seller and their respective representatives shall make available to the parties fail to agree on Independent Accountant interviews with such proceduresindividuals and such information, the dispute resolution procedures determined books and records and work papers as may be reasonably required by the Independent Accountant shall governto fulfill its obligations under this Section 2.3(d). The Representative and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items Final Calculations shall be treated as compromise and settlement negotiations for an amount that is outside purposes of Rule 408 of the range Federal Rules of Parent’s Evidence and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish comparable state rules of evidence, and all negotiations, submissions to the Independent Accountant such work papers Accountant, and other documents and information pertaining to the Unresolved Items presentations under this Section 2.3(d) shall be treated as the Independent Accountant may reasonably requestconfidential information. The determination of the Independent Accountant shall be final, binding and conclusive bound by a mutually agreeable confidentiality agreement. The decision rendered pursuant to this Section 2.3(d) may be filed as a judgment in any court of competent jurisdiction. Either Buyer or Seller may seek specific enforcement or take other necessary legal action to enforce any decision under this Section 2.3(d). The other party’s only defense to such a request for specific enforcement or other legal action shall be fraud by or upon the Representative and Parent absent manifest errorIndependent Accountant. Absent such fraud, and Parent such other party shall revise reimburse the Closing Statement party seeking enforcement for all of its expenses related to reflect such determination upon receipt thereof. The fees, expenses and costs the enforcement of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountAccountant’s determination.

Independent Accountant. If Prometheus and the Representative and Parent Buyer are unable to resolve all of the Disputed Items during the Resolution Period, then Prometheus and the Representative and Parent Buyer shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant, provided that if Prometheus and the Buyer do not appoint an Independent Accountant within ten days after the end of the Resolution Period, they shall request that the American Arbitration Association appoint as the Independent Accountant a partner in the New York office of a nationally recognized independent registered public accounting firm that has not had a material relationship with Prometheus, the Buyer or the Company within the preceding two years, and such appointment shall be final, binding and conclusive on Prometheus and the Buyer. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by Prometheus and the Representative and Parent Buyer and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by of the Independent Accountant American Arbitration Association shall govern. The Representative Prometheus and Parent the Buyer shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 1.4 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s Prometheus and the RepresentativeBuyer’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon Prometheus and the Representative and Parent Buyer absent manifest error, and Parent Buyer shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow AccountCompany.

Independent Accountant. If the Representative Seller Parties and Parent the Lead Investors are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative Seller Parties and Parent the Lead Investors shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to a partner in the Hong Kong office of an internationally recognized independent public accounting firm (other than independent certified public accounting firm that prepared the Closing Statement pursuant to Section 2.5(b)) appointed by mutual agreement of the Seller Parties and the Lead Investors (the “Independent Accountant”); provided that, if Seller Parties and the Lead Investors do not appoint an Independent Accountant within ten (10) days after the end of the Resolution Period, they shall request the HKIAC to appoint as the Independent AccountantAccountant a partner in the Hong Kong office of an internationally recognized independent public accounting firm that has not had a material relationship with the Seller Parties, the Lead Investors, or any of their respective Affiliates within the preceding two years, and such appointment shall be final, binding and conclusive on the Seller Parties and the Lead Investors. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative Seller Parties and Parent the Lead Investors and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, ; provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by of the Independent Accountant HKIAC shall govern. The Representative Seller Parties and Parent the Lead Investors shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 2.5, the definitions in this Agreement and US GAAP applied on a basis consistent with those used in the Applicable preparation of the Financial Statements, but in all instances in accordance with US GAAP (except that the following shall be adopted in the preparation of the Closing Statement: Accounting PrinciplesStandards Update 2016-13, Financial Instruments—Credit Losses (Topic 326) issued by the Financial Accounting Standards Board on June 16, 2016), and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s the Seller Parties’ and the Representative’s Lead Investors’ disagreement. Each party Party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative Seller Parties and Parent the Investors, absent manifest error, and Parent shall revise the Closing Statement shall be deemed to be revised to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent Baidu (on the one hand) and the Fully-Diluted StockholdersInvestors (on the other hand, with and as among the portion Investors, on a pro rata basis according to be borne by the Fully-Diluted Stockholders being paid solely out their respective number of the Purchase Price Adjustment Escrow AccountInvestor Subscription Shares).

Independent Accountant. If the Representative Buyer and Parent Sellers are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative Buyer and Parent Sellers shall jointly engage engage, and submit the unresolved Disputed Items (the “Unresolved Items”) to to, the Independent AccountantAccountant for resolution in accordance with the terms of this Section 1.3(e). The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative Buyer and Parent Sellers and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall govern. The Representative Buyer and Parent Sellers shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 1.3 and in accordance with the Applicable Accounting PrinciplesPrinciples and the provisions of this Agreement, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of ParentBuyer’s and Sellers’ disagreement (which range shall in no event be greater than the Representative’s disagreementrange represented by the amounts set forth in the Closing Statement and Dispute Notice for such unresolved Disputed Items). Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably requestrequest and shall be afforded an opportunity to discuss the Unresolved Items with the Independent Accountant at such hearing as the Independent Accountant shall request or permit; provided that (i) each party shall provide the other party with a copy of all materials provided to, and communications with, the Independent Accountant, and (ii) no party (or any of its Affiliates, advisors or representatives) shall engage in any ex parte communication with the Independent Accountant at any time with respect to the Unresolved Items. The determination of the Independent Accountant as to any Disputed Items shall be final, binding and conclusive upon Buyer and the Representative and Parent Sellers (absent manifest error) and the decision of the Independent Accountant shall constitute an arbitral award that is final, binding and Parent shall revise the Closing Statement to reflect such determination non-appealable and upon receipt thereofwhich a judgment may be entered by a court having jurisdiction thereover. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent Buyer and Sellers in the Fully-Diluted Stockholderssame proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by each (as determined by the Independent Accountant) bears to the total amount of the Unresolved Items submitted to the Independent Accountant. For example, if (x) the total amount of the Unresolved Items submitted to the Independent Accountant for resolution in accordance with the portion to be borne terms of this Section 1.3(e) is $1,000, (y) the aggregate amount of the Unresolved Items resolved by the Fully-Diluted Stockholders being paid solely out Independent Accountant in favor of Sellers is $600 and (z) the total amount of fees, expenses and costs of the Purchase Price Adjustment Escrow AccountIndependent Accountant in connection with such dispute is $100, then Buyer shall bear $60 of such amount and Sellers shall bear $40 of such amount.

Independent Accountant. If the Representative Buyer and Parent Seller are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative Buyer and Parent Seller shall jointly engage and submit the unresolved Disputed Items (the “Unresolved Items”) to the Independent Accountant, provided that if Buyer and Seller do not appoint an Independent Accountant within ten days after the end of the Resolution Period, they shall request the American Arbitration Association to appoint as the Independent Accountant a partner in the New York office of a nationally recognized independent registered public accounting firm that has not had a material relationship with Buyer, Seller or the Company within the preceding two years, and such appointment shall be final, binding and conclusive on Buyer and Seller. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations by the Representative Buyer and Parent Seller and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustments, if any, required to be made for the Closing Statement to comply with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by of the Independent Accountant American Arbitration Association shall govern. The Representative Buyer and Parent Seller shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 1.3 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of ParentBuyer’s and the RepresentativeSeller’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative Buyer and Parent Seller absent manifest error, and Parent Buyer shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally in the same proportion as the aggregate amount of the Unresolved Items that is unsuccessfully disputed by Parent and the Fully-Diluted Stockholders, with the portion to be borne each (as determined by the Fully-Diluted Stockholders being paid solely out Independent Accountant) bears to the total amount of the Purchase Price Adjustment Escrow AccountUnresolved Items submitted to the Independent Accountant.

Independent Accountant. If the Representative and Parent are unable to resolve all of the Disputed Items during the Resolution Period, then the Representative and Parent shall jointly engage and submit the unresolved Disputed Items Mxxxxx LLP (the “Unresolved ItemsAuditor”), which has certified certain financial statements of the Company and the Subsidiaries and delivered its opinion with respect to the audited financial statements and schedules included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, is an independent registered public accounting firm as required by the Securities Act and the Rules and Regulations. Except as described in the Registration Statement, the Pricing Disclosure Package, or the Prospectus and as preapproved in accordance with the requirements set forth in Section 10A of the Exchange Act, the Auditor has not been engaged by the Company to perform any “prohibited activities” (as defined in Section 10A of the Exchange Act). The financial statements of the Company and its consolidated Subsidiaries, together with related schedules and notes included in the Registration Statement, the Pricing Disclosure Package, and the Prospectus, comply in all material respects with the requirements of the Securities Act and present fairly in all material respects the consolidated financial position, results of operations and changes in financial position of the Company and the consolidated Subsidiaries on the basis stated in the Registration Statement, the Pricing Disclosure Package and the Prospectus at the respective dates or for the respective periods to which they apply; such statements and related schedules and notes have been prepared in accordance with generally accepted accounting principles as applied in the United States (“U.S. GAAP”) to consistently applied throughout the Independent Accountantperiods involved, except as disclosed in the Registration Statement, the Pricing Disclosure Package and the Prospectus; and the summary financial data included in the Registration Statement, the Pricing Disclosure Package and the Prospectus under the caption “Summary Consolidated Financial Data,” if any, present fairly the information shown therein and have been compiled on a basis consistent with that of the financial statements included in the Registration Statement, the Pricing Disclosure Package and the Prospectus. The Independent Accountant shall act as an arbitrator to determine, based solely on presentations interactive data in eXtensible Business Reporting Language included or incorporated by reference in the Representative and Parent and not by independent review, only the Unresolved Items still in dispute and shall be limited to those adjustmentsRegistration Statement, if any, required to be made fairly presents the information called for the Closing Statement to comply in all material respects and has been prepared in accordance with the provisions of this Agreement. The parties shall agree, promptly after the Independent Accountant has been appointed, on procedures governing the resolution of any dispute by the Independent Accountant, provided that if the parties fail to agree on such procedures, the dispute resolution procedures determined by the Independent Accountant shall govern. The Representative Commission’s rules and Parent shall use their reasonable best efforts to cause the Independent Accountant to issue its written determination regarding the Unresolved Items within thirty (30) calendar days after such items are submitted for review. The Independent Accountant shall make a determination with respect to the Unresolved Items only and in a manner consistent with this Section 2.11 and the Applicable Accounting Principles, and in no event shall the Independent Accountant’s determination of the Unresolved Items be for an amount that is outside the range of Parent’s and the Representative’s disagreement. Each party shall use its reasonable best efforts to furnish to the Independent Accountant such work papers and other documents and information pertaining to the Unresolved Items as the Independent Accountant may reasonably request. The determination of the Independent Accountant shall be final, binding and conclusive upon the Representative and Parent absent manifest error, and Parent shall revise the Closing Statement to reflect such determination upon receipt thereof. The fees, expenses and costs of the Independent Accountant shall be borne equally by Parent and the Fully-Diluted Stockholders, with the portion to be borne by the Fully-Diluted Stockholders being paid solely out of the Purchase Price Adjustment Escrow Account.guidelines applicable thereto;