Common use of Objection Clause in Contracts

Objection. Parent shall (and shall cause the Surviving Corporation to), upon reasonable advance notice, (i) permit the Sellers Representative and its Representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements and memoranda) of, and shall reasonably cooperate with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, in each case, as reasonably requested by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on behalf of the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s receipt of such Earnout Statement, notify Parent in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must be on the basis that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (i) was not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical error. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Sellers Representative’s receipt of the applicable Earnout Statement, Parent’s calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be conclusive and binding upon the Parties for purposes of this Agreement and shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to Parent, then Parent and the Sellers Representative (on behalf of the Sellers) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Earnout Objection Notice, Parent and the Sellers Representative shall submit such remaining disagreements to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, and resort to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60) days after the submission of such disagreements to the Accounting Firm. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, that are identified as being items and amounts to which Parent and the Sellers Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) and on the definition of “Adjusted EBITDA” included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Parties and shall not be subject to appeal or further review (absent manifest error or fraud) and the amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicable.

Objection. Parent Purchaser shall have until seven (7) days after receipt of the Title Documents (the “Title Objection Deadline”) to notify Title Company and Seller in writing (“Title Defect Notice”) of any defect in the title of the Property or any other matter deemed unacceptable to Purchaser disclosed by the Title Commitment or the Title Documents (“Title Defect”). If Purchaser has not provided the Title Defect Notice to the Title Company and Seller on or before the Title Objection Deadline, the matters identified in Schedule B of the Title Commitment shall cause be deemed to be “Permitted Exceptions”, but Seller shall remain responsible for satisfying any Requirements necessary to issue the Surviving Corporation tobasic coverage Title Policy. Seller may notify Purchaser in writing of Seller’s election to cure the Title Defect(s) noted in the Title Defect Notice (“Seller Title Response Notice”) on or before two (2) business days after receipt of the Title Defect Notice (“Seller Title Response Date”). If Seller fails to provide to Purchaser the Seller Title Response Notice on or before the Seller Title Response Date, upon reasonable advance notice, (i) permit the Sellers Representative and its Representatives Seller shall be deemed to have reasonable access elected not to cure the booksTitle Defect(s). Purchaser may, records by written notice to Seller (“Purchaser Title Response Notice”) within two (2) business days after receipt of the Seller Title Response Notice, or the Seller Title Response Date, whichever is earlier (“Purchase Title Response Date”) (a) elect to waive such Title Defects and proceed to close; or (b) terminate this Agreement, in which case this Agreement shall terminate, the Initial Deposit, other documents (including work papersthan the Non-Refundable Deposit, schedules, financial statements and memoranda) ofshall be returned to Purchaser, and the Title Company shall reasonably cooperate with immediately release the Sellers Representative in seeking Non-Refundable Deposit to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation of the Actual 2017 Adjusted EBITDA Seller without additional instruction or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, in each case, as reasonably requested action by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers RepresentativeSeller or Purchaser; provided, however, that, in each caseif Purchaser terminates this Agreement pursuant to the terms hereof prior to the Initial Non-Refundable Date, the Sellers Representative entire Initial Deposit shall conduct any such activities during normal business hours be returned to Purchaser and in such a manner as not to interfere unreasonably with the business Seller shall have no claim thereto or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such accessright therein. If Purchaser fails to deliver the Sellers Representative (Purchaser Title Response Notice on behalf of or before the Sellers) disagrees with Parent’s calculation of Purchaser Title Response Date, Purchaser shall be deemed to have elected to waive the Actual 2017 Adjusted EBITDA Title Defects and proceed to close. The term “Permitted Exceptions” as set forth used in the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s receipt of such Earnout Statement, notify Parent in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must this Agreement shall be on the basis that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, deemed to mean (i) was not arrived at rights of tenants (as tenants only) under all Leases in accordance with this Agreement or effect as of the Closing Date; (ii) was arrived at based liens or encumbrances arising out of any activity of Purchaser with respect to the Real Property; (iii) any matters shown in the Title Commitment to which Purchaser does not object, or for which Purchaser waives its objections; and (iv) Survey Defects to which Purchaser does not object, or for which Purchaser waives its objections. Notwithstanding anything to the contrary contained in this Agreement, except to the extent caused by Purchaser, Seller shall have an affirmative obligation to remove from title on mathematical or clerical error. If the Sellers Representative fails before Closing (i) any and all monetary liens and encumbrances incurred by, through or under Seller; (ii) any other exception to deliver an Earnout Objection Notice to Parent within ten (10) Business Days title created by, through or under Seller after the Sellers Representative’s receipt of the applicable Earnout Statement, Parent’s calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be conclusive and binding upon the Parties for purposes Effective Date of this Agreement and shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectivelywhich Purchaser has not consented in writing, and Parent shall proceed with the payment (iii) any Title Defect that Seller has specifically agreed to cure in writing and any Requirement of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to Parent, then Parent and the Sellers Representative (on behalf of the Sellers) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth Seller in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Earnout Objection Notice, Parent and the Sellers Representative shall submit such remaining disagreements to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction overTitle Commitment, and resort to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of no event will such liens or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60) days after the submission of such disagreements to the Accounting Firm. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, that are identified as being items and amounts to which Parent and the Sellers Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) and on the definition of “Adjusted EBITDA” included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Parties and shall not be subject to appeal or further review (absent manifest error or fraud) and the amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicableencumbrances constitute Permitted Exceptions.

Objection. Parent shall (and shall cause If the Surviving Corporation to), upon reasonable advance notice, Seller disagrees with Buyer’s (i) permit the Sellers Representative and its Representatives to have reasonable access to the bookscalculation of (A) Relevant Working Capital, records and other documents (including work papersB) Relevant Debt, schedules(C) Actual Relevant Working Capital Surplus, financial statements and memorandaif any, (D) ofActual Relevant Working Capital Deficit, and shall reasonably cooperate with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the if any, (E) Cash Equivalents, (F) Transaction Expenses or (G) Actual CAPEX Deficit or (ii) calculation of the Actual 2017 Adjusted EBITDA Closing Purchase Price determined using the foregoing calculations, the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer on or before the Actual 2018 Adjusted EBITDA 60th day following its receipt of the Final Closing Statement and provide Final Closing Balance Sheet (the Sellers Representative with copies thereof“Adjustment Objection Period”). For the avoidance of doubt, in each case(x) the Seller may not amend, as reasonably requested supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement by the Sellers Representative and Seller is not described in the Objection Notice received by Buyer, (ii2) provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested no Objection Notice is timely delivered by the Sellers Representative; provided, however, that, in each case, Seller to Buyer or (3) the Sellers Representative shall conduct Seller provides written notice to Buyer at any such activities time during normal business hours and in such a manner as not to interfere unreasonably the Adjustment Objection Period that it agrees with the business or operations of Parent calculations in the Final Closing Statement, then all matters described in the Final Closing Statement that are not objected to by the Seller in the Objection Notice will be final, conclusive and binding on the Surviving Corporation; provided, further, that independent accountants shall parties and not be obligated subject to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such accessappeal. If the Sellers Representative (on behalf of Seller timely delivers an Objection Notice to Buyer delivered in accordance with the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as notice provisions set forth in Section 9.2, Buyer and the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth Seller will endeavor to resolve any disagreements noted in the Actual 2018 Earnout Statement, as applicable, Objection Notice in good faith during the Sellers Representative shall, within ten (10) 20 Business Days after the Sellers Representative’s receipt by Buyer of such Earnout Statement, notify Parent in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice, or such longer period as the Buyer and Seller may mutually agree (the “Adjustment Resolution Period”); provided. Any such disagreements that are resolved by the Buyer and Seller during the Adjustment Resolution Period shall be final, however, that any objections must be conclusive and binding on the basis that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (i) was parties and not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical errorsubject to appeal. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after Buyer and Seller do not resolve all such disagreements by the Sellers Representative’s receipt end of the applicable Earnout StatementAdjustment Resolution Period, Parent’s calculation then they shall, within five days thereafter, commence the process to retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest), the Actual 2017 Adjusted EBITDA or parties shall, within five days thereafter, retain the Actual 2018 Adjusted EBITDASecond Firm, as applicable, shall be conclusive and binding upon in which case the Parties for purposes of this Agreement and Second Firm shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to Parent, then Parent and the Sellers Representative (on behalf of the Sellers) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties Firm for purposes of this Agreement. If Parent In connection with engaging the Firm, each party agrees, if requested by the Firm, to work with the Firm to negotiate and execute an engagement letter on terms reasonably satisfactory to the Seller and the Sellers Representative resolve all disagreementsBuyer, then in accordance with the amounts guidelines and procedures set forth on Exhibit F. The Buyer, the Seller and their respective Representatives will cooperate with the Firm during its resolution of any disagreements included in the Objection Notice and not otherwise resolved during the Adjustment Resolution Period. Unless otherwise agreed shall be deemed to be by the Final 2017 Adjusted EBITDA or parties in writing, the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Earnout Objection Notice, Parent and the Sellers Representative shall submit such remaining disagreements to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, make its determination in accordance with the guidelines and resort to the Accounting Firm as provided procedures set forth in this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60) days after the submission of such disagreements to the Accounting Firm. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, that are identified as being items and amounts to which Parent and the Sellers Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) Agreement and on the definition of “Adjusted EBITDA” included herein. The Exhibit F; provided that any delay in delivering such determination of the Accounting Firm shall be conclusive and binding upon the Parties and shall not be subject to appeal invalidate the award or further review (absent manifest error or fraud) and otherwise deprive the amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicableFirm of jurisdiction.

Objection. Parent shall (and shall cause If the Surviving Corporation to), upon reasonable advance notice, (i) permit the Sellers Associates’ Representative and its Representatives to have reasonable access has any objections to the booksCalculation Notice, records and other documents (including work papers, schedules, financial statements and memoranda) of, and shall reasonably cooperate then he or she must provide VFAM with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation written notice of the Actual 2017 Adjusted EBITDA objections within thirty (30) days following his or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, in each case, as reasonably requested by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on behalf her receipt of the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s receipt of such Earnout Statement, notify Parent in writing of such disagreement by setting forth (Calculation Notice. The written notice must describe in reasonable detail) detail the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must be on manner in which VFAM allegedly failed to account for or calculate the basis that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (i) was not arrived at Contingent Earnings in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical errorAgreement. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Sellers Representative’s receipt of the applicable Earnout Statement, Parent’s calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be conclusive and binding upon the Parties for purposes of this Agreement and shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to Parent, then Parent and the Sellers Representative (on behalf of the Sellers) shall negotiate in good faith to resolve their disagreements Except with respect to fraud, bad faith or willful misconduct by VFAM, the computation Associates’ Representative and the members of the Actual 2017 Adjusted EBITDA or Associates Group will be precluded from later raising any objection to the Actual 2018 Adjusted EBITDA, as applicable, set forth Contingent Earnings which is not raised in the relevant Earnout Statementnotice. Any item not specifically objected VFAM and Associates’ Representative will use reasonable efforts to by resolve any objections to the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this AgreementContingent Earnings calculation. If Parent VFAM and Associates’ Representative do not resolve the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such disagreements objections within thirty (30) days after ParentVFAM’s receipt of such Earnout Objection NoticeAssociates’ Representative’s written notice of objections, Parent then VFAM and Associates’ Representative will select an accounting firm mutually acceptable to them to resolve any remaining objections. If VFAM and Associates’ Representative are unable to agree on an accounting firm, they will select a nationally-recognized accounting firm (excluding their respective regular outside accounting firms) by lot. Any accounting firm agreed to or chosen in this way is hereinafter referred to as the Sellers “Accountants”. The Associates’ Representative shall submit be under no obligation to initiate a determination by the Accountants unless and until some or all of the Associates Group agree in writing to pay any fees and expenses incurred in accordance with Section 1.08(c) hereof, and deposit with the Associates’ Representative such remaining disagreements amount of money as he shall consider sufficient in his reasonable judgment to cover the estimated amount of such fees and expenses. If a dispute is submitted to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction overAccountants for resolution, VFAM and Associates’ Representative: (i) will exchange and furnish or make available to the Accountants at reasonable times and upon reasonable notice, the Contingent Earnings calculations, and resort to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse such financial statements, work papers and remedy of the Parties against one another with respect to, any disputes arising out of or other documents and information relating to the adjustments pursuant disputed issues as the Accountants may request and are available to this SECTION 2.7. Parent that party (or its independent public accountants), including supporting schedules, work papers and back-up materials used in preparing the Contingent Earnings calculation, the books, records, and financial staff of VFAM, the parties’ accountants, and summaries by VFAM and the Sellers Associates’ Representative shall use commercially reasonable efforts of their resolution of any objections thereto; and (ii) will be afforded the opportunity to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60) days after the submission of such disagreements present to the Accounting FirmAccountants any material relating to the Accountants’ determination, and to discuss with the Accountants in a hearing with all parties present, the Accountants’ determination. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations role of the Actual 2017 Adjusted EBITDA or Accountants will be to determine whether VFAM properly accounted for and calculated the Actual 2018 Adjusted EBITDA, as applicable, Contingent Earnings in accordance with this Agreement. If the Accountants determine that are identified as being items and amounts to which Parent and the Sellers Representative have been unable to agree. In resolving any disputed itemitems resulted in an incorrect determination of the Contingent Earnings, then the Accounting Firm may not assign a value to any item greater than Accountants will recalculate the greatest value Contingent Earnings for such item claimed by either Party or less than the smallest value for such item claimed by either Partyapplicable Fiscal Year and so notify VFAM and Associates’ Representative. Such amount will be deemed the Contingent Earnings. The Accounting FirmAccountant’s determination of Contingent Earnings for the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDAFiscal Year in question, as applicableset forth in a notice delivered to both parties by the Accountants, shall will be based solely on written materials submitted by Parent binding and the Sellers Representative (i.e., not on independent review) and conclusive on the definition of “Adjusted EBITDA” included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Parties and shall not be subject to appeal or further review (absent manifest error or fraud) and the amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicableparties.

Objection. Parent Seller shall have sixty (and shall cause the Surviving Corporation to), upon reasonable advance notice, (i60) permit the Sellers Representative and its Representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements and memoranda) of, and shall reasonably cooperate with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, in each case, as reasonably requested by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on behalf of the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s receipt of such Earnout Statement, notify Parent in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must be on the basis that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (i) was not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical error. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Sellers Representativedays following Seller’s receipt of the applicable Earnout Statement, ParentBuyer’s calculation Closing Balance Sheet and statement of the Actual 2017 Adjusted EBITDA Net Asset Amount to review, comment on or object to such Closing Balance Sheet and statement of Net Asset Amount. Buyer’s statement of the Actual 2018 Adjusted EBITDA, as applicable, shall be conclusive and binding upon the Parties for purposes of this Agreement and Net Asset Amount shall be deemed accepted by Seller and binding unless Seller sends Buyer a written objection thereto within such sixty (60) days. Buyer shall promptly provide Seller with all reasonably requested access and information within three (3) Business Days of such request (or later, if expressly consented to by Seller, which consent shall not be unreasonably withheld) in accordance with Section 2.3(e) below. If Seller objects to the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment Buyer’s statement of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to ParentNet Asset Amount, then Parent and the Sellers Representative Seller shall send Buyer a written objection thereto within sixty (on behalf of the Sellers60) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicabledays following Seller’s receipt thereof. In the event that Parent Seller delivers a timely written objection as aforesaid, Buyer and Seller shall work in good faith resolve the Sellers Representative (on behalf of the Sellers) objection, but if Buyer and Seller are unable to resolve all such disagreements objection within thirty (30) days after ParentBuyer is notified of Seller’s receipt of objection then, within five (5) Business Days after such Earnout Objection Noticefailure to resolve the matters in dispute, Parent the matters in dispute shall be submitted for final and the Sellers Representative shall submit such remaining disagreements binding determination to the Accounting FirmAccountants; provided, however, that in no case shall the Accountants’ determination of the Final Net Asset Amount (as defined below) be less than the Net Asset Amount. The Accounting Firm Accountants shall have exclusive jurisdiction over, and resort to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination prepare their resolution statement within sixty forty-five (6045) days after the submission of such disagreements to the Accounting Firmappointment. The Accounting Firm shall consider only those items Net Asset Amount proposed by Buyer, as may be adjusted by agreement of Seller and amounts in Parent’s and Buyer or finally determined by the Sellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDAAccountants, as applicable, to reflect the resolution of any timely objections made thereto by Seller in accordance with this Section 2.3(c), shall constitute the “Final Net Asset Amount” and shall be binding on the parties hereto. Buyer and Seller shall each pay their own expenses of preparing and analyzing the Final Net Asset Amount and resolving objections thereto; except that are identified the fees and expenses of the Accountant shall be borne proportionately by Buyer and Seller on the basis of the discrepancy (in dollars) between the aggregate value established for all disputed items by each such party as being items and amounts presented to which Parent the Accountant and the Sellers Representative have been unable to agree. In resolving any disputed item, aggregate value of the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s final and binding determination of such disputed items by the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) and on the definition of “Adjusted EBITDA” included herein. The determination of the Accounting Firm shall be conclusive and binding upon the Parties and shall not be subject to appeal or further review (absent manifest error or fraud) and the amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicableAccountant.

Objection. Parent On or prior to the last day of the Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Statement of Objections shall (and shall cause the Surviving Corporation to), upon reasonable advance notice, (i) permit specify in reasonable detail the Sellers Representative nature of any disagreement so asserted, and its Representatives to have reasonable access to the booksinclude all supporting schedules, records analyses, working papers and other documents (including work papersdocumentation, schedules, financial statements and memoranda) of, and shall reasonably cooperate with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, in each case, as reasonably requested by the Sellers Representative and (ii) provide include only disagreements based on mathematical errors or the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on behalf components of the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in the Actual 2017 Earnout Closing Date Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s receipt of such Earnout Statement, notify Parent in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must be on the basis that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (i) was not arrived at being calculated in accordance with this Agreement Section 2.06, and (iii) specify the line item or (iiitems in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) was arrived at based on mathematical or clerical errorexcept such items that are specifically disputed in the Statement of Objections. If the Sellers Representative Seller fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Sellers Representative’s receipt Statement of Objections before the expiration of the applicable Earnout StatementReview Period, Parent’s calculation of the Closing Date Statement and the Actual 2017 Adjusted EBITDA or Working Capital and Actual Assumed Indebtedness reflected in the Actual 2018 Adjusted EBITDA, as applicable, Closing Date Statement shall be conclusive and binding upon the Parties for purposes of this Agreement deemed to have been accepted by Seller and shall be deemed to the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. If Seller delivers the Final 2017 Adjusted EBITDA or Statement of Objections before the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment expiration of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to ParentReview Period, then Parent Buyer and the Sellers Representative (on behalf of the Sellers) Seller shall negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such disagreements objections within thirty (30) days after Parent’s receipt the delivery of such Earnout Objection Noticethe Statement of Objections (the “Resolution Period”), Parent and, if the same are so resolved within the Resolution Period, the Closing Date Statement and the Sellers Representative shall submit Actual Working Capital and Actual Assumed Indebtedness with such remaining disagreements to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, and resort to the Accounting Firm changes as provided in this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60) days after the submission of such disagreements to the Accounting Firm. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, that are identified as being items and amounts to which Parent and the Sellers Representative may have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed previously agreed in writing by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicableBuyer and Seller, shall be based solely on written materials submitted by Parent deemed the “Final Working Capital” and the Sellers Representative (i.e., not on independent review) “Final Assumed Indebtedness” and on the definition of “Adjusted EBITDA” included herein. The determination of the Accounting Firm shall be conclusive final and binding upon the Parties and shall not be subject to appeal or further review (absent manifest error or fraud) and the amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicablebinding.

Objection. Parent If the parties resolve all or some of the matters in dispute within such fifteen (15) day period then the parties shall prepare and sign an Adjusted Closing Working Capital Statement reflecting such agreement which shall be deemed final and binding. As to matters which remain in dispute after such fifteen (and shall cause the Surviving Corporation to15) day period ("Unresolved Matters"), upon reasonable advance notice, (i) permit the Sellers Representative and its Representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements and memoranda) of, and Closing Working Capital Statement shall reasonably cooperate with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, in each case, as reasonably requested by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative be deemed final unless Buyer shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on behalf of the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days days after the Sellers Representative’s receipt end of such Earnout Statement, notify Parent fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to Seller in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must be on the basis that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (i) was not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical error. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent and shall within ten (10) Business Days after the Sellers Representative’s receipt of the applicable Earnout Statement, Parent’s calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be conclusive and binding upon the Parties for purposes of this Agreement and shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to Parent, then Parent and the Sellers Representative (on behalf of the Sellers) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt such notice submit a written statement of such Earnout Objection Notice, Parent and the Sellers Representative shall submit such remaining disagreements to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, and resort its position to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse and remedy to Seller. Seller may within ten (10) days of the Parties against one another with respect to, any disputes arising out of or relating Buyer submitting its written statement to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm respond to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60) days after the submission of such disagreements to the Accounting Firmwritten statement with its own written statement. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations both written statements as it performs its duties. The authority of the Actual 2017 Adjusted EBITDA or Accounting Firm in reviewing the Actual 2018 Adjusted EBITDAClosing Working Capital Statement shall be limited to determining whether, as applicableto the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that are identified as being items the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and amounts to which Parent Buyer within the range of such difference and consistent with the Sellers Representative have been unable to agreeGenCorp Accounting Principles. In resolving any disputed item, Either party or the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination request that each of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) and on the definition of “Adjusted EBITDA” included herein. The determination of parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall bear the fees and expenses of review by the Accounting Firm in the same proportion as the ratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Accounting Firm, whose determination shall be conclusive final and binding upon on the Parties and parties. (f) The Accounting Firm shall not be subject prepare a report of any adjustments to appeal or further review (absent manifest error or fraud) and the amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicable.such

Objection. Parent shall Within 30 days of receipt of the Draft Closing Date Statement, the Vendors’ Representative may notify the Purchaser in writing of any objections it may have to the Draft Closing Date Statement and the Working Capital and/or Net Debt set forth therein (and shall cause the Surviving Corporation toan “Objection Notice”), upon reasonable advance notice, (i) permit which Objection Notice will set forth the Sellers Representative amount in dispute and its Representatives to have reasonable access a description of the nature and basis for each of the disagreements. If an Objection Notice is not so delivered to the booksPurchaser, records and other documents (including work papers, schedules, financial statements and memoranda) of, and the Draft Closing Date Statement shall reasonably cooperate with become the Sellers Representative in seeking to obtain work papers from Parent “Closing Date Statement” for the purposes hereof and the Surviving Corporation that were used in connection with the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, in each case, as reasonably requested by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s Working Capital and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on behalf of the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as Net Debt set forth in the Actual 2017 Earnout Draft Closing Date Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s receipt of such Earnout Statement, notify Parent in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must be on the basis that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (i) was not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical error. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Sellers Representative’s receipt of the applicable Earnout Statement, Parent’s calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall will be conclusive and binding upon on the Parties for purposes of this Agreement and shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment of the applicable Contingent Consideration pursuant to this SECTION 2.7Parties. If an Earnout Objection Notice is timely so delivered to Parentthe Purchaser, then Parent the Vendors’ Representative and the Sellers Representative (on behalf of the Sellers) shall Purchaser will forthwith, and in any event within 15 days, negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicableany such objections. In the event that Parent the Vendors’ Representative and the Sellers Representative (on behalf of the Sellers) Purchaser are unable to resolve all such disagreements objections within thirty (30) 15 days after Parentthe Purchaser’s receipt of such Earnout Objection Notice, Parent the Vendors’ Representative and the Sellers Representative shall Purchaser will submit such remaining disagreements to PKF International Limited or BDO UK LLP, in England, or such other mutually agreeable English nationally-recognized firm of independent chartered accountants (the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, and resort to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60“Independent Accountant”) days after the submission of such disagreements to the Accounting Firm. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, that are identified as being items and amounts to which Parent and the Sellers Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s whose determination of the Actual 2017 Adjusted EBITDA or dispute will be made within 15 days of the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent date of such submission. If the Vendors’ Representative and the Sellers Representative (i.e., Purchaser cannot on independent review) and agree on the definition selection of “Adjusted EBITDA” included herein. The determination a nationally-recognized firm of the Accounting Firm shall independent chartered accountants to act as Independent Accountant, either of them may apply to a court of competent jurisdiction to appoint such an Independent Accountant, and such appointment will be conclusive and binding upon on the Parties Parties. The Independent Accountant’s determination of Working Capital and shall not Net Debt will be subject to appeal or further review (conclusive and binding on the Parties, absent manifest error or fraud) error, and will become the amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicable“Closing Date Statement” for purposes hereof.

Objection. In reviewing the Post Closing Statement, the Sellers’ Representative shall have the right to discuss such matters with Parent shall (and shall cause to review the Surviving Corporation to), upon reasonable advance notice, (i) permit the Sellers Representative and its Representatives to have reasonable access to the books, records and other documents (including work papers, schedules, financial statements and memoranda) of, and shall reasonably cooperate with the Sellers Representative other documents Parent prepared or caused to be prepared, or reviewed in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation determining each of the Actual 2017 Adjusted EBITDA or items set forth on the Actual 2018 Adjusted EBITDA and provide Post Closing Statement. Unless the Sellers Sellers’ Representative with copies thereof, in each case, as reasonably requested by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access delivers to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on behalf of the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s of receipt of such Earnout the Post Closing Statement, notify Parent in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections written notice (an “Earnout Objection Notice”); provided) describing its exceptions to the Post Closing Statement, however, that any objections must the Post Closing Statement will be conclusive and binding on the basis that Parties (the calculation of “Definitive Post Closing Statement”). If the Actual 2017 Adjusted EBITDA or Sellers’ Representative submits an Objection Notice within the Actual 2018 Adjusted EBITDA as period set forth in the applicable Earnout Statementherein, then (i) was not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical error. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within for ten (10) Business Days after the Sellers Representative’s receipt of the applicable Earnout Objection Notice, Parent and the Sellers’ Representative shall use their Commercially Reasonable Best Efforts to agree on the Definitive Post Closing Statement, Parent’s calculation and (ii) lacking such agreement, the Post Closing Statement will be referred to Deloitte & Touche, LLP (the “Independent Accountants”), to resolve the issues in dispute. The Independent Accountants’ services and authority to make a determination shall be limited in scope to the disputed issues and the amounts identified in the Objection Notice. The Independent Accountants shall apply the provisions of this Section 2.5 to the disputed issues, and shall have no authority or power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The Parties shall instruct the Independent Accountants to render its decision within thirty (30) days of the Actual 2017 Adjusted EBITDA or engagement, which determination shall be set forth in a written statement delivered to Parent and the Actual 2018 Adjusted EBITDA, as applicable, Sellers’ Representative and shall be conclusive and binding upon the Parties parties for all purposes of under this Agreement Agreement. The Independent Accountants shall allocate its costs and shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment of the applicable Contingent Consideration pursuant to this SECTION 2.7. If an Earnout Objection Notice is timely delivered to Parent, then expenses between Parent and the Sellers Representative (on behalf based upon the percentage of the Sellers) shall negotiate in good faith to resolve their disagreements with respect disputed amounts submitted to the computation Independent Accountants that is ultimately awarded to the Sellers, on the one hand, or Parent, on the other hand, such that the Sellers shall bear a percentage of such costs and expenses equal to the percentage of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected disputed amount awarded to Parent (with any costs and expenses payable by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be retained by Parent from the Final 2017 Adjusted EBITDA or Holdback Amount) and Parent shall bear a percentage of such costs and expenses equal to the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf percentage of the Sellers) are unable to resolve all such disagreements within thirty (30) days after Parent’s receipt of such Earnout Objection Notice, Parent and the Sellers Representative shall submit such remaining disagreements disputed amount awarded to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, and resort to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse and remedy of the Parties against one another with respect to, any disputes arising out of or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60) days after the submission of such disagreements to the Accounting Firm. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, that are identified as being items and amounts to which Parent and the Sellers Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) and on the definition of “Adjusted EBITDA” included hereinSellers. The determination of the Accounting Firm Independent Accountants shall be final, binding and conclusive and binding upon the Parties and shall not be subject to appeal or further review (absent manifest error or fraud) and the amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicablefor all purposes hereunder.