If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Working Capital Statement and the Post-Closing Adjustment, as the case may be, reflected in the Closing Working Capital Statement shall be deemed to have been accepted by Seller.
If such Parties are unable to do so before three (3) Business Days prior to the Auction Closing Date, the amounts of the DLC Estimated Adjustment and the FE Estimated Closing Payments not in dispute shall be paid at the Auction Closing and the disputed portions shall be paid as a Post-Closing Adjustment to the extent required by Section 3.3(d).
If Buyer objects to a Proposed Post-Closing Adjustment, the applicable Parties shall attempt to resolve such dispute by negotiation.
On a date that is no later than the Post-Closing Adjustment Date, Reinsurer and Ceding Company shall agree to a final statement of the Separate Account (the "Final Separate Account Statement"), in the same form and prepared on the same basis as the Closing Separate Account Statement.
The Independent Accountants shall make a determination as soon as practicable within 30 days (or such other time as the parties hereto shall agree in writing) after their engagement, and their resolution of the Disputed Amounts and their adjustments to the Closing Working Capital Statement and/or the Post-Closing Adjustment shall be conclusive and binding upon the parties hereto.