Common use of Resolution by Arbitration Clause in Contracts

Resolution by Arbitration. (i) If Parent and the Stockholders’ Representative do not resolve to their mutual satisfaction all disputed adjustments in the Notice of Disagreement within 15 days following the meeting provided for in Section 1.4(d), any remaining disputed adjustments that were included in the Notice of Disagreement will be settled by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or, if such accounting firm shall decline to act or is not, at the time of submission thereto, independent of Parent or the Company, to another independent accounting firm of national reputation mutually acceptable to Parent and the Stockholders’ Representative) (either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other accounting firm being the “Independent Accounting Firm”) in accordance with the following provisions of this Section 1.4(e). Neither Parent nor the Company (A) has, in the three-year period prior to the date of this Agreement, engaged the Independent Accounting Firm to perform any services in excess of $100,000 in any 12-month period for any such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) or (B) will engage the Independent Accounting Firm to perform any service for such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) prior to the finalization of the Final Statement pursuant to this Section 1.4. (ii) As soon as reasonably practicable following the engagement of the Independent Accounting Firm, Parent and the Stockholders’ Representative will furnish the Independent Accounting Firm with a copy of this Agreement, the Financial Statements, the Estimated Closing Adjustment Statement, the Preliminary Statement, the Notice of Disagreement and any other relevant correspondence between the Parties. Parent and the Stockholders’ Representative will also give the Independent Accounting Firm: 1) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position, provided, however, that Parent’s positions, arguments and computations must not be inconsistent with those set forth in the Preliminary Statement or agreed to with the Stockholders’ Representative pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent), and the Stockholders’ Representative’s positions, arguments and computations must not be inconsistent with those set forth in the Notice of Disagreement or agreed to with Parent pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent); and 2) access to the books and records of the Surviving Company and its subsidiaries, including any work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Statement and the Notice of Disagreement, and upon reasonable advance notice, access during normal business hours to relevant personnel of Parent and the Surviving Company. (iii) The Independent Accounting Firm’s engagement will be limited to (A) reviewing the Preliminary Statement and the amounts placed in dispute by the Notice of Disagreement pursuant to Section 1.4(c)(ii); (B) determining the amount for each individual item remaining in dispute between the Stockholders’ Representative and Parent in accordance with the Accounting Principles and this Agreement, and (2) whether there were mathematical errors in the Preliminary Statement; (C) preparing the Final Statement, which will include those amounts in the Preliminary Statement accepted by the Stockholders’ Representative pursuant to Section 1.4(c)(iii)(A), those adjustments otherwise agreed to in writing by Parent and the Stockholders’ Representative pursuant to Section 1.4(d), and those amounts determined by the Independent Accounting Firm in accordance with the foregoing clause (B) (which shall not be more favorable to Parent than the amount specified in the Preliminary Statement nor more favorable to the Stockholders’ Representative than the amount specified in the Notice of Disagreement); and (D) calculating the Closing Adjustment. The fees and expenses of the Independent Accounting Firm shall be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) and Parent in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm at the time the determination of the Independent Accounting Firm is rendered on the Final Statement and the Closing Adjustment. (iv) The Parties will instruct the Independent Accounting Firm to (A) complete its preparation of the Final Statement and the Closing Adjustment within 25 days from the date of submission of the disputed adjustments to the Independent Accounting Firm pursuant to Section 1.4(e)(ii), and (B) deliver promptly thereafter a copy of the Final Statement and the Closing Adjustment to the Stockholders’ Representative, Parent and the Escrow Agent, together with a report setting forth each disputed adjustment and the Independent Accounting Firm’s determination with respect thereto. The Independent Accounting Firm’s determination will be conclusive and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction. (v) The Independent Accounting Firm shall be instructed that, between the time the Stockholders’ Representative delivered the Notice of Disagreement to Parent and the date of the Independent Accounting Firm’s engagement, the Stockholders’ Representative and Parent may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing, including with respect to the accounting firm engagement in the dispute. The Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed matter.

Resolution by Arbitration. (i) If Parent Buyer and the Stockholders’ Representative Seller do not resolve to their mutual satisfaction all disputed adjustments in the Notice of Disagreement within 15 twenty-five (25) days following the meeting provided for in Section 1.4(d2.07(f), any remaining disputed adjustments that were included in the Notice of Disagreement will be settled by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or, if such accounting firm shall decline to act or is not, at the time of submission thereto, independent of Parent or the Company, to another an independent accounting firm of national reputation mutually acceptable to Parent Buyer and the Stockholders’ Representative) Seller (either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other accounting firm being the “Independent Accounting FirmArbitrator”) in accordance with the following provisions of this Section 1.4(e2.07(g). Neither Parent nor the Company (A) has, in the three-year period prior to the date of this Agreement, engaged the Independent Accounting Firm to perform any services in excess of $100,000 in any 12-month period for any such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) or (B) will engage the Independent Accounting Firm to perform any service for such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) prior to the finalization of the Final Statement pursuant to this Section 1.4. (ii) As soon as reasonably practicable On or prior to the thirtieth (30th) day following the engagement of the Independent Accounting Firmmeeting provided for in Section 2.07(f), Parent and the Stockholders’ Representative Seller will furnish the Independent Accounting Firm Arbitrator with a copy of this Agreement, the Financial Statements, the Estimated Closing Adjustment Statement, the Preliminary Statement, the Notice of Disagreement and any other relevant correspondence between the Partiesparties. Parent Buyer and the Stockholders’ Representative Seller will also give the Independent Accounting FirmArbitrator: 1(A) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position, ; provided, however, that ParentBuyer’s positions, arguments and computations must not be inconsistent with match those set forth in the Preliminary Closing Statement or agreed to with the Stockholders’ Representative Seller pursuant to Section 1.4(d2.07(f) above (and the Independent Accounting Firm Arbitrator will not consider any that are inconsistentdo not so match), and the Stockholders’ RepresentativeSeller’s positions, arguments and computations must not be inconsistent with match those set forth in the Notice of Disagreement or agreed to with Parent Buyer pursuant to Section 1.4(d2.07(f) above (and the Independent Accounting Firm Arbitrator will not consider any that are inconsistentdo not so match); and 2(B) access to the books and records of the Surviving Company and its subsidiariesBusiness, including any work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Closing Statement and the Notice of Disagreement, and upon reasonable advance notice, access during normal business hours to relevant personnel of Parent and the Surviving Company. (iii) The Independent Accounting FirmArbitrator’s engagement will be limited to (A) reviewing the Preliminary Closing Statement and the amounts placed in dispute by the Notice of Disagreement pursuant to Section 1.4(c)(ii2.07(d)(ii); (B) determining the (1) whether Buyer’s proposed amount for each individual item remaining in dispute between the Stockholders’ Representative and Parent Closing Statement or Seller’s proposed adjustment thereto in the Notice of Disagreement is calculated more nearly in accordance with the Accounting Principles and this Agreement, Section 2.07(c) and (2) whether there were mathematical errors in the Preliminary Closing Statement; (C) preparing the Final Statement, which will include those amounts in the Preliminary Closing Statement accepted by the Stockholders’ Representative pursuant to Section 1.4(c)(iii)(A), those adjustments otherwise agreed to in writing by Parent Buyer and the Stockholders’ Representative Seller pursuant to Section 1.4(d2.07(f), and those amounts determined by the Independent Accounting Firm Arbitrator to be calculated more nearly in accordance with the foregoing clause (B) (which shall not be more favorable to Parent than the amount specified in the Preliminary Statement nor more favorable to the Stockholders’ Representative than the amount specified in the Notice of DisagreementSection 2.07(c); and (D) calculating the Closing AdjustmentFinal Working Capital. The fees and expenses of the Independent Accounting Firm shall Arbitrator will be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) Seller and Parent Buyer in inverse proportion as they may prevail on matters resolved by the Independent Accounting FirmArbitrator, which proportionate allocations shall will also be determined by the Independent Accounting Firm Arbitrator at the time the determination of the Independent Accounting Firm Arbitrator is rendered on the Final Statement and the Closing AdjustmentFinal Working Capital. (iv) The Parties parties will instruct the Independent Accounting Firm Arbitrator to (A) complete its preparation of the Final Statement and the Closing Adjustment Final Working Capital within 25 twenty-five (25) days from the date of submission of the disputed adjustments to the Independent Accounting Firm Arbitrator pursuant to Section 1.4(e)(ii), 2.07(g)(ii) and (B) deliver promptly thereafter a copy of the Final Statement and the Closing Adjustment Final Working Capital to the Stockholders’ Representative, Parent Seller and the Escrow AgentBuyer, together with a report setting forth each disputed adjustment and the Independent Accounting FirmArbitrator’s determination with respect thereto. The Independent Accounting FirmArbitrator’s determination will be conclusive and binding upon the Parties parties and may be entered and enforced in any court of competent jurisdiction. (v) The Independent Accounting Firm shall be instructed that, between the time the Stockholders’ Representative delivered the Notice of Disagreement to Parent and the date of the Independent Accounting Firm’s engagement, the Stockholders’ Representative and Parent may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing, including with respect to the accounting firm engagement in the dispute. The Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed matter.

Resolution by Arbitration. (i) If Parent Purchaser and the Stockholders’ Representative Seller do not resolve to their mutual satisfaction all disputed adjustments in the a Revenue Notice of Disagreement within 15 25 days following the meeting provided for in Section 1.4(dSECTION 2.4(d), any remaining disputed adjustments that were included in the a Revenue Notice of Disagreement will be settled by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or, if such accounting firm shall decline to act or is not, at the time of submission thereto, independent of Parent or the Company, to another independent accounting firm of national reputation mutually acceptable to Parent and the Stockholders’ Representative) (either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other accounting firm being the “Independent Accounting Firm”) Arbitrator in accordance with the following provisions of this Section 1.4(eSECTION 2.4(e). Neither Parent nor the Company (A) has, in the three-year period prior to the date of this Agreement, engaged the Independent Accounting Firm to perform any services in excess of $100,000 in any 12-month period for any such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) or (B) will engage the Independent Accounting Firm to perform any service for such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) prior to the finalization of the Final Statement pursuant to this Section 1.4. (ii) As soon as reasonably practicable On or prior to the 30th calendar day following the engagement of the Independent Accounting Firmmeeting provided for in SECTION 2.4(d), Parent Purchaser and the Stockholders’ Representative Seller will furnish the Independent Accounting Firm Arbitrator with a copy of this Agreement, the Financial Statements, related Revenue Notice and the Estimated Closing Adjustment Statement, the Preliminary Statement, the Revenue Notice of Disagreement Disagreement. Purchaser and any other relevant correspondence between the Parties. Parent and the Stockholders’ Representative Seller will also give the Independent Accounting Firm: 1) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position, provided, however, that Parent’s positions, arguments and computations must not be inconsistent with those set forth in the Preliminary Statement or agreed to with the Stockholders’ Representative pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent), and the Stockholders’ Representative’s positions, arguments and computations must not be inconsistent with those set forth in the Notice of Disagreement or agreed to with Parent pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent); and 2) Arbitrator access to the books and records of the Surviving Company and its subsidiariesBusiness, including any accounting work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Statement related Revenue Notice and the Revenue Notice of Disagreement, Disagreement and upon reasonable advance notice, access during normal business hours to relevant personnel of Parent and all other items reasonably requested by the Surviving CompanyArbitrator. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to SECTION 2.4(e)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment that was properly included in the Revenue Notice of Disagreement. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party's initial written submission. No additional written submissions will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) The Independent Accounting Firm’s Arbitrator's engagement will be limited to (A) reviewing the Preliminary Statement related Revenue Notice and the amounts properly placed in dispute by the Revenue Notice of Disagreement pursuant to Section 1.4(c)(ii)Disagreement; (B) determining reviewing the parties' written submissions provided pursuant to SECTION 2.4(e)(iii); (C) acting as an expert and not as an arbitrator, to determine (1) whether Purchaser's proposed amount for each individual item remaining disputed element of the 2007 Revenue or the 2008 Revenue, as applicable, in dispute between the Stockholders’ Representative and Parent related Revenue Notice or Seller's proposed adjustment thereto in the Revenue Notice of Disagreement is calculated more nearly in accordance with the Accounting Principles and this Agreement, SECTION 2.4(a) and (2) whether there were mathematical errors in the Preliminary Statement; (C) preparing related Revenue Notice, provided that in each case the Final Statement, which will include those amounts in the Preliminary Statement accepted by the Stockholders’ Representative pursuant to Section 1.4(c)(iii)(A), those adjustments otherwise agreed to in writing by Parent and the Stockholders’ Representative pursuant to Section 1.4(d), and those amounts determined by the Independent Accounting Firm in accordance Arbitrator may only make determinations with the foregoing clause (B) (which shall not be more favorable to Parent than the amount specified in the Preliminary Statement nor more favorable respect to the Stockholders’ Representative than items properly placed (v) Purchaser and Seller shall each pay one-half of the amount specified in the Notice of Disagreement); and (D) calculating the Closing Adjustment. The fees and expenses of the Independent Accounting Firm shall be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) and Parent in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm at the time the determination of the Independent Accounting Firm is rendered on the Final Statement and the Closing AdjustmentArbitrator. (ivvi) The Parties Arbitrator will instruct the Independent Accounting Firm to (A) complete its preparation of the Final Statement and the Closing Adjustment revised Revenue Notice within 25 calendar days from after receiving the date of submission of the disputed adjustments to the Independent Accounting Firm written submissions, rebuttal responses, if any, and any other written information pursuant to Section 1.4(e)(ii), SECTION 2.4(e)(iii) and (B) will deliver promptly thereafter a copy of the Final Statement revised Revenue Notice to Purchaser and the Closing Adjustment to the Stockholders’ Representative, Parent and the Escrow AgentSeller, together with a report setting forth each disputed adjustment and adjustment, the Independent Accounting Firm’s Arbitrator's determination with respect theretothereto and a statement of the Arbitrator's reasons for such determination. The Independent Accounting Firm’s Arbitrator's determination will be conclusive and binding upon the Parties parties and may be entered and enforced in any court of competent jurisdiction. (v) The Independent Accounting Firm shall be instructed that, between the time the Stockholders’ Representative delivered the Notice of Disagreement to Parent and the date of the Independent Accounting Firm’s engagement, the Stockholders’ Representative and Parent may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing, including with respect to the accounting firm engagement in the dispute. The Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed matter.

Resolution by Arbitration. (iA) If Parent Purchaser and the Stockholders’ Representative Seller do not resolve to their mutual satisfaction all disputed adjustments in the Notice of Disagreement within 15 days following the meeting provided for in Section 1.4(d1.5(a)(iv), any remaining disputed adjustments that were included in the Notice of Disagreement will be settled by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP brought before Pricewaterhouse Coopers (or, if such accounting firm shall decline to act or is not, at the time of submission thereto, independent of Parent Purchaser, Seller or the CompanyCompanies, to another independent accounting firm of national reputation mutually acceptable to Parent and the Stockholders’ Representativeindependent of Purchaser and Seller) (either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP Pricewaterhouse Coopers or such other accounting firm being the “Independent Accounting FirmArbitrator”) for resolution in accordance with the following provisions of this Section 1.4(e1.5(a)(v). Neither Parent nor None of Purchaser, Seller or the Company Companies (A1) has, in the three-year period prior to the date of this Agreement, engaged the Independent Accounting Firm Arbitrator to perform any services in excess of $100,000 in any 12-month period for any such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) Person, or (B2) will engage the Independent Accounting Firm Arbitrator to perform any service for such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) prior to the finalization of the Final Statement pursuant to this Section 1.41.5(a). (iiB) As soon as reasonably practicable On or prior to the 20th day following the engagement of the Independent Accounting Firmmeeting provided for in Section 1.5(a)(iv), Parent and the Stockholders’ Representative Purchaser will furnish the Independent Accounting Firm Arbitrator with a copy of this Agreement, the Financial Statements, the Estimated Closing Adjustment Statement, the Preliminary Statement, the Notice of Disagreement and any other relevant correspondence between the Parties. Parent Purchaser and the Stockholders’ Representative Seller will also give the Independent Accounting Firm: Arbitrator: (1) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position, ; provided, however, that ParentPurchaser’s positions, arguments and computations must not be inconsistent consistent in all material respects with those set forth in the Preliminary Statement or agreed to with the Stockholders’ Representative Seller pursuant to Section 1.4(d1.5(a)(iv) above (and the Independent Accounting Firm Arbitrator will not consider any that are inconsistent), and the Stockholders’ RepresentativeSeller’s positions, arguments and computations must not be inconsistent consistent in all material respect with those set forth in the Notice of Disagreement or agreed to with Parent Purchaser pursuant to Section 1.4(d1.5(a)(iv) above (and the Independent Accounting Firm Arbitrator will not consider any that are inconsistent); and and (2) access to the books and records of the Surviving Company and its subsidiariesCompanies, including any work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Statement and the Notice of Disagreement, and upon reasonable advance notice, access during normal business hours to relevant personnel of Parent and the Surviving Company. (iiiC) The Independent Accounting FirmArbitrator’s engagement will be limited to (A1) reviewing the Preliminary Statement and the amounts placed in dispute by the Notice of Disagreement pursuant to Section 1.4(c)(ii1.5(a)(iii)(B); (B2) determining the (x) whether Purchaser’s proposed amount for each individual item remaining in dispute between the Stockholders’ Representative and Parent Preliminary Statement or Seller’s proposed adjustment thereto in the Notice of Disagreement is calculated more nearly in accordance with the Accounting Principles and this AgreementSection 1.5(a)(ii), and (2y) whether there were mathematical errors in the Preliminary Statement; (C3) preparing the Final Statement, which will include (x) those amounts in the Preliminary Statement accepted by the Stockholders’ Representative Seller pursuant to Section 1.4(c)(iii)(A1.5(a)(iii)(C)(1), (y) those adjustments otherwise agreed to in writing by Parent Purchaser and the Stockholders’ Representative Seller pursuant to Section 1.4(d), 1.5(a)(iv) and (z) those amounts determined by the Independent Accounting Firm Arbitrator to be calculated more nearly in accordance with the foregoing clause (B) (which shall not be more favorable to Parent than the amount specified in the Preliminary Statement nor more favorable to the Stockholders’ Representative than the amount specified in the Notice of DisagreementSection 1.5(a)(ii); and (D4) calculating the Closing Net Working Capital Adjustment. The fees and expenses of the Independent Accounting Firm Arbitrator shall be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) Purchaser and Parent Seller in inverse proportion as they may prevail on matters resolved by the Independent Accounting FirmArbitrator, which proportionate allocations shall also be determined by the Independent Accounting Firm Arbitrator at the time the determination of the Independent Accounting Firm Arbitrator is rendered on the Final Statement and the Closing Net Working Capital Adjustment. (ivD) The Parties will instruct the Independent Accounting Firm Arbitrator to (A1) complete its preparation of the Final Statement and the Closing Net Working Capital Adjustment within 25 20 days from the date of submission of the disputed adjustments to the Independent Accounting Firm Arbitrator pursuant to Section 1.4(e)(ii1.5(a)(v)(B), and (B2) deliver promptly thereafter a copy of the Final Statement and the Closing Net Working Capital Adjustment to the Stockholders’ Representative, Parent Purchaser and the Escrow Agent, Seller together with a report setting forth each disputed adjustment and the Independent Accounting FirmArbitrator’s determination with respect thereto. The Independent Accounting FirmArbitrator’s determination will be conclusive and binding upon the Parties and may be entered and enforced in any court of competent jurisdiction. (v) The Independent Accounting Firm shall be instructed that, between the time the Stockholders’ Representative delivered the Notice of Disagreement to Parent and the date of the Independent Accounting Firm’s engagement, the Stockholders’ Representative and Parent may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing, including with respect to the accounting firm engagement in the dispute. The Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed matter.

Resolution by Arbitration. (i) If Parent Purchaser and the Stockholders’ Representative Seller do not resolve to their mutual satisfaction all disputed adjustments in the Notice of Disagreement Purchaser's Letter within 15 25 calendar days following the meeting provided for in Section 1.4(dSECTION 2.3(d), any remaining disputed adjustments that were properly included in the Notice of Disagreement Purchaser's Letter will be settled by the Chicago, Illinois office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or, if such accounting firm shall will decline to act or is notis, at the time of submission thereto, a principal independent auditor of Parent Purchaser or the CompanySeller, to another independent accounting firm of national reputation mutually acceptable to Parent Purchaser and the Stockholders’ RepresentativeSeller) (either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other accounting firm being the “Independent Accounting Firm”"Arbitrator") in accordance with the following provisions of this Section 1.4(eSECTION 2.3(e). Neither Parent nor If, based solely on the Company (A) has, undisputed adjustments in the three-year period prior Preliminary Statement, Purchaser and Seller are able to agree on a provisional calculation of Final Net Working Capital, then within 30 calendar days following the meeting provided for in SECTION 2.3(d), Seller will pay Purchaser an amount equal to the date of this AgreementNegative Purchase Price Adjustment, engaged the Independent Accounting Firm to perform any services in excess of $100,000 in any 12-month period for any such Person (other than acting as or Purchaser will pay Seller an independent arbitrator in a similar capacity as the Independent Accounting Firm) or (B) will engage the Independent Accounting Firm to perform any service for such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) prior amount equal to the finalization of the Final Statement pursuant to this Section 1.4Positive Purchase Price Adjustment, as applicable, which would be due under SECTION 2.3(f) based on such provisional calculation. (ii) As soon as reasonably practicable On or prior to the 30th calendar day following the engagement of the Independent Accounting Firmmeeting provided for in SECTION 2.3(d), Parent Purchaser and the Stockholders’ Representative Seller will furnish the Independent Accounting Firm Arbitrator with a copy of this the Agreement, the Financial Statements, the Estimated Closing Adjustment Statement, the Preliminary Statement, the Notice of Disagreement Statement and any other relevant correspondence between the PartiesPurchaser's Letter. Parent Purchaser and the Stockholders’ Representative Seller will also give the Independent Accounting Firm: 1) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position, provided, however, that Parent’s positions, arguments and computations must not be inconsistent with those set forth in the Preliminary Statement or agreed to with the Stockholders’ Representative pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent), and the Stockholders’ Representative’s positions, arguments and computations must not be inconsistent with those set forth in the Notice of Disagreement or agreed to with Parent pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent); and 2) Arbitrator access to the books and records Business Records of the Surviving Company and its subsidiariesBusiness, including as well as any accounting work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Statement and the Notice of Disagreement, and upon reasonable advance notice, access during normal business hours to relevant personnel of Parent and the Surviving CompanyPurchaser's Letter. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to SECTION 2.3(e)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment that was properly included in Purchaser's Letter. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party's initial written submission. No additional written submissions will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) The Independent Accounting Firm’s Arbitrator's engagement will be limited to (A) reviewing the Preliminary Statement and the amounts properly placed in dispute by the Notice of Disagreement Purchaser's Letter pursuant to Section 1.4(c)(iiSECTION 2.3(c); (B) determining reviewing the parties' written submissions provided pursuant to SECTION 2.3(e)(iii); (C) acting as an expert and not as an arbitrator, to determine (1) whether Seller's proposed amount for each individual an item remaining in dispute between the Stockholders’ Representative and Parent Preliminary Statement or Purchaser's proposed adjustment thereto in Purchaser's Letter is calculated more nearly in accordance with the Accounting Principles and this Agreement, SECTION 2.3(b) and (2) whether there were mathematical errors in the Preliminary Statement; (C) preparing the Final Statement, which will include those amounts in the Preliminary Statement accepted by the Stockholders’ Representative pursuant to Section 1.4(c)(iii)(A), those adjustments otherwise agreed to in writing by Parent and the Stockholders’ Representative pursuant to Section 1.4(d), and those amounts determined by the Independent Accounting Firm in accordance with the foregoing clause (B) (which shall not be more favorable to Parent than the amount specified in the Preliminary Statement nor more favorable to the Stockholders’ Representative than the amount specified in the Notice of Disagreement); and (D) calculating the Closing Adjustment. The fees and expenses of the Independent Accounting Firm shall be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) and Parent in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm at the time the determination of the Independent Accounting Firm is rendered on the Final Statement and the Closing Adjustment., (ivv) The Parties Arbitrator will instruct the Independent Accounting Firm to (A) complete its preparation of the Final Statement and the Closing Purchase Price Adjustment within 25 calendar days from after receiving the date of submission of the disputed adjustments to the Independent Accounting Firm written submissions, rebuttal responses, if any, and any other written information pursuant to Section 1.4(e)(iiSECTION 2.3(e)(iii), and (B) will deliver promptly thereafter a copy of the Final Statement and the Closing Purchase Price Adjustment to the Stockholders’ Representative, Parent Seller and the Escrow AgentPurchaser and, together with a report setting forth each disputed adjustment and adjustment, the Independent Accounting Firm’s Arbitrator's determination with respect thereto, and a statement of the Arbitrator's reasons for such determination. The Independent Accounting Firm’s Arbitrator's determination will be conclusive and binding upon the Parties parties and may be entered and enforced in any court of competent jurisdiction. (v) The Independent Accounting Firm shall be instructed that, between the time the Stockholders’ Representative delivered the Notice of Disagreement to Parent and the date of the Independent Accounting Firm’s engagement, the Stockholders’ Representative and Parent may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing, including with respect to the accounting firm engagement in the dispute. The Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed matter.

Resolution by Arbitration. (i) If Parent Purchaser and the Stockholders’ Representative Seller do not resolve to their mutual satisfaction all disputed adjustments in the Notice of Disagreement Purchaser's Letter within 15 25 calendar days following the meeting provided for in Section 1.4(dSECTION 2.3(d), any remaining disputed adjustments that were properly included in the Notice of Disagreement Purchaser's Letter will be settled by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Chicago, Illinois offices of Deloitte & Touche LLP (or, if such accounting firm shall will decline to act or is notis, at the time of submission thereto, a principal independent auditor of Parent Purchaser or the CompanySeller, to another independent accounting firm of national reputation mutually acceptable to Parent Purchaser and the Stockholders’ RepresentativeSeller) (either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Deloitte & Touche LLP or such other accounting firm being the “Independent Accounting Firm”"Arbitrator") in accordance with the following provisions of this Section 1.4(eSECTION 2.3(e). Neither Parent nor the Company (A) has, in the three-year period prior to the date of this Agreement, engaged the Independent Accounting Firm to perform any services in excess of $100,000 in any 12-month period for any such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) or (B) will engage the Independent Accounting Firm to perform any service for such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) prior to the finalization of the Final Statement pursuant to this Section 1.4. (ii) As soon as reasonably practicable On or prior to the 45th calendar day following the engagement Purchaser's delivery of the Independent Accounting Firma Purchaser's Letter to Seller pursuant to SECTION 2.3(c)(ii), Parent Purchaser and the Stockholders’ Representative Seller will furnish the Independent Accounting Firm Arbitrator with a copy of this the Agreement, the Financial StatementsYear-End Balance Sheet, the Estimated Closing Adjustment StatementDate Balance Sheet, the Preliminary Statement, the Notice of Disagreement Statements and any other relevant correspondence between the PartiesPurchaser's Letter. Parent Purchaser and the Stockholders’ Representative Seller will also give the Independent Accounting Firm: 1) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position, provided, however, that Parent’s positions, arguments and computations must not be inconsistent with those set forth in the Preliminary Statement or agreed to with the Stockholders’ Representative pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent), and the Stockholders’ Representative’s positions, arguments and computations must not be inconsistent with those set forth in the Notice of Disagreement or agreed to with Parent pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent); and 2) Arbitrator access to the books and records Business Records of the Surviving Company and its subsidiariesBusiness, including as well as any accounting work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Statement Year-End Balance Sheet, the Closing Date Balance Sheet and the Notice of Disagreement, Preliminary Statements and upon reasonable advance notice, access during normal business hours to relevant personnel of Parent and the Surviving CompanyPurchaser's Letter. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to SECTION 2.3(e)(ii) that were included in Purchaser's Letter in accordance with SECTION 2.3(c)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment described in Purchaser's Letter. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party's initial written submission. No additional written submission will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) After receiving the written submissions, rebuttal responses, if any, and any other written information pursuant to SECTION 2.3(e)(iii), the Arbitrator will promptly schedule a date to interview persons designated by each party to present that party's position. The Independent Accounting Firm’s interviews will be held on at least seven calendar days' notice to each party, and each party, its counsel and other advisors may be present and participate in any questioning at such interviews. The interviewing process will last no more than two calendar days in the aggregate, unless otherwise requested by the Arbitrator. (v) The Arbitrator's engagement will be limited to (A) reviewing the Year-End Balance Sheet, the Closing Date Balance Sheet, the Preliminary Statement Statements and the amounts properly placed in dispute by the Notice of Disagreement Purchaser's Letter pursuant to Section 1.4(c)(iiSECTION 2.3(c); (B) reviewing the parties' written submissions provided pursuant to SECTION 2.3(e)(iii); (C) determining the (1) whether Seller's proposed amount for each individual an item remaining in dispute between the Stockholders’ Representative and Parent Preliminary Statements or Purchaser's proposed adjustment thereto in Purchaser's Letter is calculated more nearly in accordance with the Accounting Principles and this AgreementSECTION 2.3(b), and (2) whether there were mathematical errors in the Year-End Balance Sheet, the Closing Date Balance Sheet or the Preliminary StatementStatements and (3) whether the Year-End Balance Sheet and the Closing Date Balance Sheet were prepared in accordance with GAAP on a consistent basis as described in SECTION 2.3(b); (CD) preparing the Final StatementStatements, which will include those amounts in the Preliminary Statement Statements accepted by the Stockholders’ Representative Purchaser pursuant to Section 1.4(c)(iii)(ASECTION 2.3(c)(ii)(A), those adjustments adjustment otherwise agreed to in writing by Parent and the Stockholders’ Representative parties pursuant to Section 1.4(dSECTION 2.3(d), and those amounts determined by the Independent Accounting Firm Arbitrator to be calculated more nearly in accordance with the foregoing clause (B) (which shall not be more favorable to Parent than the amount specified in the Preliminary Statement nor more favorable to the Stockholders’ Representative than the amount specified in the Notice of DisagreementSECTION 2.3(b); and (DE) calculating the Closing Purchase Price Adjustment. The fees and expenses of the Independent Accounting Firm shall Arbitrator will be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) Seller and Parent Purchaser in inverse proportion as they may prevail on matters resolved by the Independent Accounting FirmArbitrator, which proportionate allocations shall will also be determined by the Independent Accounting Firm Arbitrator at the time the determination of the Independent Accounting Firm Arbitrator is rendered on the Final Statement Statements and the Closing Purchase Price Adjustment. (ivvi) The Parties Arbitrator will instruct the Independent Accounting Firm to (A) complete its preparation of the Final Statement Statements and the Closing Purchase Price Adjustment within 25 calendar days from the date of submission of the disputed adjustments to the Independent Accounting Firm final interview conducted pursuant to Section 1.4(e)(iiSECTION 2.3(e)(iv), and (B) will deliver promptly thereafter a copy of the Final Statement Statements and the Closing Purchase Price Adjustment to the Stockholders’ Representative, Parent Seller and the Escrow AgentPurchaser and, together with a report setting forth each disputed adjustment and adjustment, the Independent Accounting Firm’s Arbitrator's determination with respect thereto, and a statement of the Arbitrator's reasons for such determination. The Independent Accounting Firm’s Arbitrator's determination will be conclusive and binding upon the Parties parties and may be entered and enforced in any court of competent jurisdiction. (v) The Independent Accounting Firm shall be instructed that, between the time the Stockholders’ Representative delivered the Notice of Disagreement to Parent and the date of the Independent Accounting Firm’s engagement, the Stockholders’ Representative and Parent may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing, including with respect to the accounting firm engagement in the dispute. The Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed matter.

Resolution by Arbitration. (i) If Parent Purchaser and the Stockholders’ Representative Seller do not resolve to their mutual satisfaction all disputed adjustments in the a Revenue Notice of Disagreement within 15 25 days following the meeting provided for in Section 1.4(d2.4(d), any remaining disputed adjustments that were included in the a Revenue Notice of Disagreement will be settled by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or, if such accounting firm shall decline to act or is not, at the time of submission thereto, independent of Parent or the Company, to another independent accounting firm of national reputation mutually acceptable to Parent and the Stockholders’ Representative) (either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other accounting firm being the “Independent Accounting Firm”) Arbitrator in accordance with the following provisions of this Section 1.4(e2.4(e). Neither Parent nor the Company (A) has, in the three-year period prior to the date of this Agreement, engaged the Independent Accounting Firm to perform any services in excess of $100,000 in any 12-month period for any such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) or (B) will engage the Independent Accounting Firm to perform any service for such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) prior to the finalization of the Final Statement pursuant to this Section 1.4. (ii) As soon as reasonably practicable On or prior to the 30th calendar day following the engagement of the Independent Accounting Firmmeeting provided for in Section 2.4(d), Parent Purchaser and the Stockholders’ Representative Seller will furnish the Independent Accounting Firm Arbitrator with a copy of this Agreement, the Financial Statements, related Revenue Notice and the Estimated Closing Adjustment Statement, the Preliminary Statement, the Revenue Notice of Disagreement Disagreement. Purchaser and any other relevant correspondence between the Parties. Parent and the Stockholders’ Representative Seller will also give the Independent Accounting Firm: 1) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position, provided, however, that Parent’s positions, arguments and computations must not be inconsistent with those set forth in the Preliminary Statement or agreed to with the Stockholders’ Representative pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent), and the Stockholders’ Representative’s positions, arguments and computations must not be inconsistent with those set forth in the Notice of Disagreement or agreed to with Parent pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent); and 2) Arbitrator access to the books and records of the Surviving Company and its subsidiariesBusiness, including any accounting work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Statement related Revenue Notice and the Revenue Notice of Disagreement, Disagreement and upon reasonable advance notice, access during normal business hours to relevant personnel of Parent and all other items reasonably requested by the Surviving CompanyArbitrator. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to Section 2.4(e)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment that was properly included in the Revenue Notice of Disagreement. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party’s initial written submission. No additional written submissions will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) The Independent Accounting FirmArbitrator’s engagement will be limited to (A) reviewing the Preliminary Statement related Revenue Notice and the amounts properly placed in dispute by the Revenue Notice of Disagreement pursuant to Section 1.4(c)(ii)Disagreement; (B) determining reviewing the parties’ written submissions provided pursuant to Section 2.4(e)(iii); (C) acting as an expert and not as an arbitrator, to determine (1) whether Purchaser’s proposed amount for each individual item remaining disputed element of the 2007 Revenue or the 2008 Revenue, as applicable, in dispute between the Stockholders’ Representative and Parent related Revenue Notice or Seller’s proposed adjustment thereto in the Revenue Notice of Disagreement is calculated more nearly in accordance with the Accounting Principles and this Agreement, Section 2.4(a) and (2) whether there were mathematical errors in the Preliminary Statementrelated Revenue Notice, provided that in each case the Arbitrator may only make determinations with respect to the items properly placed in dispute by the Revenue Notice of Disagreement and, with respect to each such item, may not assign a value greater than the greatest value, or less than the smallest value, for such item claimed by any Party, as presented to the Arbitrator pursuant hereto; and (CD) preparing the Final Statementa revised Revenue Notice, which will include those amounts in the Preliminary Statement related Revenue Notice accepted by the Stockholders’ Representative Seller pursuant to Section 1.4(c)(iii)(A2.4(c)(iii), those adjustments otherwise agreed to in writing by Parent and the Stockholders’ Representative parties pursuant to Section 1.4(d2.4(d), and those amounts determined by the Independent Accounting Firm Arbitrator to be calculated more nearly in accordance with the foregoing Section 2.4(a) pursuant to its determination in clause (BC) above. (which v) Purchaser and Seller shall not be more favorable to Parent than each pay one-half of the amount specified in the Preliminary Statement nor more favorable to the Stockholders’ Representative than the amount specified in the Notice of Disagreement); and (D) calculating the Closing Adjustment. The fees and expenses of the Independent Accounting Firm shall be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) and Parent in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm at the time the determination of the Independent Accounting Firm is rendered on the Final Statement and the Closing AdjustmentArbitrator. (ivvi) The Parties Arbitrator will instruct the Independent Accounting Firm to (A) complete its preparation of the Final Statement and the Closing Adjustment revised Revenue Notice within 25 calendar days from after receiving the date of submission of the disputed adjustments to the Independent Accounting Firm written submissions, rebuttal responses, if any, and any other written information pursuant to Section 1.4(e)(ii), 2.4(e)(iii) and (B) will deliver promptly thereafter a copy of the Final Statement revised Revenue Notice to Purchaser and the Closing Adjustment to the Stockholders’ Representative, Parent and the Escrow AgentSeller, together with a report setting forth each disputed adjustment and adjustment, the Independent Accounting FirmArbitrator’s determination with respect theretothereto and a statement of the Arbitrator’s reasons for such determination. The Independent Accounting FirmArbitrator’s determination will be conclusive and binding upon the Parties parties and may be entered and enforced in any court of competent jurisdiction. (v) The Independent Accounting Firm shall be instructed that, between the time the Stockholders’ Representative delivered the Notice of Disagreement to Parent and the date of the Independent Accounting Firm’s engagement, the Stockholders’ Representative and Parent may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing, including with respect to the accounting firm engagement in the dispute. The Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed matter.

Resolution by Arbitration. (i) If Parent Purchaser and the Stockholders’ Representative Seller do not resolve to their mutual satisfaction all disputed adjustments in the Notice of Disagreement Purchaser’s Letter within 15 25 calendar days following the meeting provided for in Section 1.4(d2.3(d), any remaining disputed adjustments that were properly included in the Notice of Disagreement Purchaser’s Letter will be settled by the Chicago, Illinois office of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (or, if such accounting firm shall will decline to act or is notis, at the time of submission thereto, a principal independent auditor of Parent Purchaser or the CompanySeller, to another independent accounting firm of national reputation mutually acceptable to Parent Purchaser and the Stockholders’ RepresentativeSeller) (either ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or such other accounting firm being the “Independent Accounting FirmArbitrator”) in accordance with the following provisions of this Section 1.4(e2.3(e). Neither Parent nor If based solely on the Company (A) has, undisputed adjustments in the three-year period prior Preliminary Statement, Purchaser and Seller are able to agree on a provisional calculation of Final Net Working Capital, then within 30 calendar days following the meeting provided for in Section 2.3(d), Seller will pay Purchaser an amount equal to the date of this AgreementNegative Purchase Price Adjustment, engaged the Independent Accounting Firm to perform any services in excess of $100,000 in any 12-month period for any such Person (other than acting as or Purchaser will pay Seller an independent arbitrator in a similar capacity as the Independent Accounting Firm) or (B) will engage the Independent Accounting Firm to perform any service for such Person (other than acting as an independent arbitrator in a similar capacity as the Independent Accounting Firm) prior amount equal to the finalization of the Final Statement pursuant to this Positive Purchase Price Adjustment, as applicable, which would be due under Section 1.42.3(f) based on such provisional calculation. (ii) As soon as reasonably practicable On or prior to the 30th calendar day following the engagement of the Independent Accounting Firmmeeting provided for in Section 2.3(d), Parent Purchaser and the Stockholders’ Representative Seller will furnish the Independent Accounting Firm Arbitrator with a copy of this the Agreement, the Financial Statements, the Estimated Closing Adjustment Statement, the Preliminary Statement, the Notice of Disagreement Statement and any other relevant correspondence between the PartiesPurchaser’s Letter. Parent Purchaser and the Stockholders’ Representative Seller will also give the Independent Accounting Firm: 1) position papers outlining such Party’s respective arguments and supporting documentation for such Party’s position, provided, however, that Parent’s positions, arguments and computations must not be inconsistent with those set forth in the Preliminary Statement or agreed to with the Stockholders’ Representative pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent), and the Stockholders’ Representative’s positions, arguments and computations must not be inconsistent with those set forth in the Notice of Disagreement or agreed to with Parent pursuant to Section 1.4(d) above (and the Independent Accounting Firm will not consider any that are inconsistent); and 2) Arbitrator access to the books and records Business Records of the Surviving Company and its subsidiariesBusiness, including as well as any accounting work papers or other schedules prepared by such Party’s accountants (subject to compliance with such Party’s accountants’ customary procedures for release) relating to the preparation of the Preliminary Statement and the Notice of Disagreement, and upon reasonable advance notice, access during normal business hours to relevant personnel of Parent and the Surviving CompanyPurchaser’s Letter. (iii) Within 25 calendar days of submitting the disputed adjustments to the Arbitrator pursuant to Section 2.3(e)(ii), Purchaser and Seller will provide to the Arbitrator and to each other a copy of a written submission setting forth their respective positions with respect to each remaining disputed adjustment that was properly included in Purchaser’s Letter. Within 25 calendar days thereafter, Purchaser and Seller may provide to the Arbitrator and to each other a written rebuttal, which will be limited to addressing the points raised in the opposing party’s initial written submission. No additional written submissions will be made to the Arbitrator unless specifically requested by the Arbitrator. (iv) The Independent Accounting FirmArbitrator’s engagement will be limited to (A) reviewing the Preliminary Statement and the amounts properly placed in dispute by the Notice of Disagreement Purchaser’s Letter pursuant to Section 1.4(c)(ii2.3(c); (B) determining reviewing the parties’ written submissions provided pursuant to Section 2.3(e)(iii); (C) acting as an expert and not as an arbitrator, to determine (1) whether Seller’s proposed amount for each individual an item remaining in dispute between the Stockholders’ Representative and Parent Preliminary Statement or Purchaser’s proposed adjustment thereto in Purchaser’s Letter is calculated more nearly in accordance with the Accounting Principles and this Agreement, Section 2.3(b) and (2) whether there were mathematical errors in the Preliminary Statement, provided that in each case the Arbitrator may only make determinations with respect to the items properly placed in dispute by Purchaser’s Letter pursuant to Section 2.3(c) and, with respect to each such item, may not assign a value greater than the greatest value, or less than the smallest value, for such item claimed by any Party, as presented to the Arbitrator pursuant hereto; (CD) preparing the Final Statement, which will include those amounts in the Preliminary Statement accepted by the Stockholders’ Representative Purchaser pursuant to Section 1.4(c)(iii)(A2.3(c)(ii)(A), those adjustments otherwise agreed to in writing by Parent and the Stockholders’ Representative parties pursuant to Section 1.4(d2.3(d), and those amounts determined by the Independent Accounting Firm Arbitrator to be calculated more nearly in accordance with the foregoing Section 2.3(b) pursuant to its determinations in clause (BC) (which shall not be more favorable to Parent than the amount specified in the Preliminary Statement nor more favorable to the Stockholders’ Representative than the amount specified in the Notice of Disagreement)above; and (DE) calculating the Closing Purchase Price Adjustment. The Seller and Purchaser shall each pay one-half of the fees and expenses of the Independent Accounting Firm shall be borne by the Stockholders’ Representative (on behalf of the Company Equityholders) and Parent in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm at the time the determination of the Independent Accounting Firm is rendered on the Final Statement and the Closing AdjustmentArbitrator. (ivv) The Parties Arbitrator will instruct the Independent Accounting Firm to (A) complete its preparation of the Final Statement and the Closing Purchase Price Adjustment within 25 calendar days from after receiving the date of submission of the disputed adjustments to the Independent Accounting Firm written submissions, rebuttal responses, if any, and any other written information pursuant to Section 1.4(e)(ii2.3(e)(iii), and (B) will deliver promptly thereafter a copy of the Final Statement and the Closing Purchase Price Adjustment to the Stockholders’ Representative, Parent Seller and the Escrow AgentPurchaser and, together with a report setting forth each disputed adjustment and adjustment, the Independent Accounting FirmArbitrator’s determination with respect thereto, and a statement of the Arbitrator’s reasons for such determination. The Independent Accounting FirmArbitrator’s determination will be conclusive and binding upon the Parties parties and may be entered and enforced in any court of competent jurisdiction. (v) The Independent Accounting Firm shall be instructed that, between the time the Stockholders’ Representative delivered the Notice of Disagreement to Parent and the date of the Independent Accounting Firm’s engagement, the Stockholders’ Representative and Parent may have exchanged certain proposals relating to the disputed items that were intended solely for purposes of facilitating settlement discussions and such proposals were confidential and were provided solely on the condition and understanding that such proposals would not be permitted to be disclosed in any court or arbitration hearing, including with respect to the accounting firm engagement in the dispute. The Independent Accounting Firm will be instructed to disregard any evidence of such settlement proposals and negotiations in its consideration of the disputed matter.