The Parties, however, have agreed that the following provisions shall govern the Reconciliation Arbitration:2.4.1The arbitrator's sole task (and sole authority) in the Reconciliation Arbitration shall be to calculate the Cash Remittance Shortfall (if any).2.4.2"Cash Remittance Shortfall" shall mean the amount (if any) by which Gaiam's EMB Post-Closing Cash Receipts exceed Gaiam's EMB Post-Closing Remittances.
Gaiam's EMB Post-Closing Cash Receipts expressly include cash receipts for receivables identified in the final calculation of Closing Working Capital and cash receipts for Media Co Receivables from post-Acquisition sales, but expressly exclude the $2,000,000 that Gaiam was contractually entitled to retain under the MIPA with respect to Netflix receivables.
For the avoidance of doubt, Gaiam's allocation of and accounting for Gaiam's EMB Post-Closing Cash Receipts shall be considered by the arbitrator in order to calculate the Cash Remittance Shortfall (if any).
After a thorough analysis of the transaction and arms' length negotiations between the parties, Buyer, Seller Controlling Party, the Newly-Formed LLCs and Sellers agree that the Initial Cash, Post-Closing Cash, the Stern Deferral Note and the Assumed Liabilities shall be allocated among the assets, business and operations of that portion of the Target Business owned by each Seller and sold to Buyer in the manner set forth on Schedule 2.10(a).
If PDL does not agree with Facet's calculation of the Post-Closing Cash, the parties shall work in good faith to resolve the disagreement.