Common use of Dispute Procedures Clause in Contracts

Dispute Procedures. Seller Representative shall have thirty (30) days from the date on which the final Earnout Statement after the Earnout Period ends is delivered to Seller Representative (the “Earnout Review Period”) to review the Earnout Statement. Unless Seller Representative delivers written notice to Buyer prior to 5:00 p.m. Eastern Time on or before the last day of the Earnout Review Period that it objects to any item or items shown or reflected in the Earnout Statement, and specifying in reasonable detail the item or items to which it objects and reasons therefor (such item or items, the “Disputed Earnout Items” and such notice, the “Earnout Dispute Notice”), then the Earnout Statement shall be deemed accepted by Seller Representative for all purposes hereof. In the event the Seller Representative delivers an Earnout Dispute Notice, Seller Representative and Buyer shall attempt in good faith to resolve each Disputed Earnout Item, and any resolution agreed by them in writing shall be final, binding and conclusive for all purposes of determining the Earnout Issuance, if any, under this Exhibit G. In the event that, for any reason, Seller Representative and Buyer are unable to resolve in writing each Disputed Earnout Item within fifteen (15) days (or such longer period as Seller Representative and Buyer may agree in writing) following the delivery of the Earnout Dispute Notice (such fifteen (15) day period, the “Earnout Resolution Period”), each unresolved Disputed Earnout Item shall be referred to the Independent Accountant for resolution in accordance with the processes and procedures set forth in Section 2.4(b) of the Agreement for purposes of identifying an Independent Accountant and resolving the unresolved Disputed Earnout Items, as if the term “Buyer Statement” was replaced with “Earnout Statement,” the term “Disputed Item” was replaced with “Disputed Earnout Item,” the term “Dispute Notice” was replaced with the term “Earnout Dispute Notice,” and any reference to “Section 2.4(b)” shall refer to this Section 3(b) of this Exhibit G.

Dispute Procedures. Seller Representative A Post-Closing Statement shall have thirty (30) days from become final and binding on the Parties on the 120th day following the date on which the final Earnout such Post-Closing Statement after the Earnout Period ends is delivered received by Oryx Holdings, unless prior to Seller Representative (the “Earnout Review Period”) to review the Earnout Statement. Unless Seller Representative delivers such date Oryx Holdings delivers, in good faith, a written notice to Buyer prior to 5:00 p.m. Eastern Time on or before the last day PPLP of the Earnout Review Period that it objects to any item or items shown or reflected in the Earnout Statement, and specifying its disagreement. Oryx Holdings’s notice shall set forth in reasonable detail all of Oryx Holdings’s disputed items and the item or reasons therefor, together with Oryx Holdings’s proposed changes thereto, including an explanation in reasonable detail of the basis on which Oryx Holdings proposes such changes. Oryx Holdings shall be deemed to have agreed with all items and amounts contained in the Post-Closing Statement that are not specifically identified as disputed items in such notice of disagreement. If Oryx Holdings timely delivers a notice of disagreement, then Oryx Holdings and PPLP shall use their good-faith efforts to which it objects reach agreement on the disputed items. If Oryx Holdings and reasons therefor PPLP have not resolved the disputed items by the 60th day following PPLP’s receipt of a notice of disagreement from Oryx Holdings (such item or itemsperiod, the “Disputed Earnout Items” and such notice, the “Earnout Dispute NoticeResolution Period”), then the Earnout Statement shall be deemed accepted by Seller Representative for all purposes hereof. In the event the Seller Representative delivers an Earnout Dispute Notice, Seller Representative and Buyer shall attempt in good faith to resolve each Disputed Earnout Item, and any resolution agreed by them in writing shall be final, binding and conclusive for all purposes of determining the Earnout Issuance, if any, under this Exhibit G. In the event that, for any reason, Seller Representative and Buyer are unable to resolve in writing each Disputed Earnout Item within fifteen (15) days (or such longer period as Seller Representative and Buyer may agree in writing) following the delivery total amount of the Earnout Dispute Notice unresolved disputed items set forth in the notice of disagreement (such fifteen (15) day period, the “Earnout Resolution PeriodDisputed Amount”), each unresolved Disputed Earnout Item shall ) may be referred submitted by Oryx Holdings or PPLP to the Independent Accountant Accountants for resolution in accordance with at any time after the processes and procedures set forth in Section 2.4(b) end of the Agreement for purposes Resolution Period. The Independent Accountants shall act as an expert and not as an arbitrator. In making such determination, the Independent Accountants shall consider only the Disputed Amount. The Independent Accountants shall attempt to render their determination as soon as practicable within 30 days of identifying an their engagement, or such other, longer period that the Independent Accountant Accountants shall determine, in consultation with Oryx Holdings and resolving PPLP. The fees and expenses of the unresolved Independent Accountants shall be borne 50% by Oryx Holdings and 50% by the Plains Parents. In no event shall the Disputed Earnout ItemsAmount, as if determined by the term “Buyer Statement” was replaced with “Earnout Statement,” Independent Accountants, be more favorable to the term “Disputed Item” was replaced with “Disputed Earnout Item,” Plains Parents than reflected on the term “Dispute Notice” was replaced with Post-Closing Statements prepared by PPLP or more favorable to Oryx Holdings than shown in the term “Earnout Dispute Notice,” and any reference proposed changes delivered by Oryx Holdings pursuant to “Section 2.4(b)” shall refer to this Section 3(b) its notice of this Exhibit G.disagreement.

Dispute Procedures. If the Seller Representative Entities dispute any determination by the Buyer pursuant to Section 2.8(b), the Seller Entities shall have thirty give the Buyer notice of such dispute (30) a "Earn-Out Notice of Dispute"), not more than 30 days from after the date on which the final Earnout Statement after Seller Entities receive the Earnout Period ends is delivered to Seller Representative (the “Earnout Review Period”) to review the Earnout Statement. Unless Seller Representative delivers written notice to Buyer prior to 5:00 p.m. Eastern Time on or before the last day of the Earnout Review Period that it objects to any item or items shown or reflected in the Earnout Buyer's EBITDA Statement, and specifying in reasonable detail any points of dispute and including a proposed determination of the item or items to which it objects and reasons therefor (such item or items, EBITDA for the “Disputed Earnout Items” and such notice, the “Earnout Dispute Notice”), then the Earnout Statement applicable Measurement Period. The Seller Entities shall be deemed to have accepted any determination by Seller Representative for all purposes hereof. In the event Buyer in the Seller Representative delivers an Earnout Dispute Notice, Seller Representative EBITDA Statement and Buyer shall attempt in good faith to resolve each Disputed Earnout Item, and any resolution agreed by them in writing such determination shall be finaldeemed conclusive, binding and conclusive for all purposes final if (i) the Seller Entities fail to give an Earn-Out Notice of determining the Earnout Issuance, if any, under this Exhibit G. In the event that, for any reason, Seller Representative and Buyer are unable to resolve in writing each Disputed Earnout Item Dispute within fifteen (15) days (or such longer period as Seller Representative and Buyer may agree in writing) following the delivery of the Earnout Dispute Notice (such fifteen (15) 30-day period, or (ii) the “Earnout Resolution Period”)Seller Entities give notice to the Buyer accepting a determination within such 30-day period. Upon receipt of the Earn-Out Notice of Dispute, the Buyer and the Seller Entities shall consult promptly with each unresolved Disputed Earnout Item other with respect to the points of dispute in an effort to resolve the dispute. If such dispute is resolved by a written, signed agreement of the Seller Entities and the Buyer, the agreed amount will be deemed conclusive, binding and final. If any dispute is not resolved by the Seller Entities and the Buyer within 30 days after the Earn-Out Notice of Dispute is given to the Buyer, either the Seller Entities or the Buyer may elect, by written notice to the other party, to refer the dispute to the Special Accountant to finally determine, as soon as practicable, all such disputes. All determinations by the Special Accountant shall be referred in writing, and shall be conclusive, final, and binding; provided that (A) the scope of the Special Accountant's engagement will be limited solely to resolving the Independent Accountant for resolution in accordance with disputes regarding the processes and procedures determination of the EBITDA that are set forth in Section 2.4(bthe Earn-Out Notice of Dispute; (B) the Special Accountant shall be bound by the terms and provisions of this Agreement; and (C) the Agreement for purposes of identifying an Independent Special Accountant and resolving the unresolved Disputed Earnout Itemsshall not ascribe a value to any disputed item or amount higher or lower, as the case may be, than the highest or lowest value ascribed by the Buyer or the Seller Entities to such item in the EBITDA Statement or Earn-Out Notice of Dispute, respectively. The fees, costs and expenses of such Special Accountant incurred in connection with any dispute will be borne by the non-prevailing party, or if the term “Buyer Statement” was replaced with “Earnout Statement,” Special Accountant determines that neither party could be fairly found to be the term “Disputed Item” was replaced with “Disputed Earnout Item,” prevailing party, then such fees, costs and expenses will be borne fifty percent (50%) by the term “Dispute Notice” was replaced with Seller Entities and fifty percent (50%) by the term “Earnout Dispute Notice,” and any reference to “Section 2.4(b)” shall refer to this Section 3(b) of this Exhibit G.Buyer.

Dispute Procedures. Seller Representative The Final Settlement Statement shall have thirty (30) days from become final and binding on the Parties on the 45th day following the date the Final Settlement Statement is received by the Recipient Parties, unless prior to such date the Recipient Parties deliver written notice to the Contributing Parties of their disagreement with the Final Settlement Statement (a “Settlement Notice”). Any Settlement Notice shall set forth the Recipient Parties’ proposed changes to the Final Settlement Statement, including an explanation in reasonable detail of the basis on which the final Earnout Statement after Recipient Parties propose such changes. If the Earnout Period ends is Recipient Parties have timely delivered a Settlement Notice, the Recipient Parties and the Contributing Parties shall use good faith efforts to Seller Representative reach written agreement on the disputed items. If the disputed items have not been resolved by the Recipient Parties and the Contributing Parties by the 30th day following the Contributing Parties’ receipt of a Settlement Notice, any remaining disputed items shall be submitted to one of Deloitte & Touche LLP, Ernst & Young LLP, KPMG LLP or PricewaterhouseCoopers LLP, as mutually agreed upon by the parties (the “Earnout Review PeriodIndependent Accountants”) to review for resolution within ten (10) Business Days after the Earnout Statement. Unless Seller Representative delivers written notice to Buyer prior to 5:00 p.m. Eastern Time on or before the last day end of the Earnout Review Period that it objects foregoing 30-day period. The fees and expenses of the Independent Accountants shall be borne fifty percent (50%) by the Contributing Parties and fifty percent (50%) by the Recipient Parties. The Independent Accountants’ determination of the disputed items shall be final and binding upon the Parties, and the Parties hereby waive any and all rights to dispute such resolution in any item manner, including in court, before an arbiter or items shown or reflected in the Earnout appeal. The Final Settlement Statement, and specifying in reasonable detail as modified to reflect disputes resolved as described above, shall become the item or items to which it objects and reasons therefor (such item or items, the “Disputed Earnout Items” and such notice, the “Earnout Dispute Notice”), then the Earnout Statement shall be deemed accepted by Seller Representative for all purposes hereof. In the event the Seller Representative delivers an Earnout Dispute Notice, Seller Representative and Buyer shall attempt in good faith to resolve each Disputed Earnout Item, and any resolution agreed by them in writing shall be final, binding and conclusive for all purposes of determining the Earnout Issuance, if any, under this Exhibit G. In the event that, for any reason, Seller Representative and Buyer are unable to resolve in writing each Disputed Earnout Item within fifteen (15) days (or such longer period as Seller Representative and Buyer may agree in writing) following the delivery of the Earnout Dispute Notice (such fifteen (15) day period, the “Earnout Resolution Period”), each unresolved Disputed Earnout Item shall be referred to the Independent Accountant for resolution in accordance with the processes and procedures set forth in Section 2.4(b) of the Agreement for purposes of identifying an Independent Accountant and resolving the unresolved Disputed Earnout Items, as if the term “Buyer Final Settlement Statement” was replaced with “Earnout Statement,” the term “Disputed Item” was replaced with “Disputed Earnout Item,” the term “Dispute Notice” was replaced with the term “Earnout Dispute Notice,” and any reference to “Section 2.4(b)” shall refer to this Section 3(b) of this Exhibit G..

Dispute Procedures. If Seller Representative disputes the Conversion Determination, Seller shall give Parent notice of such dispute (a “Notice of Dispute”) not later than forty-five (45) days after the date on which Seller received the Conversion Determination, supporting documentation and any other material requested in accordance with Section 2.2(a), specifying in reasonable detail any points of dispute. Seller shall be deemed to have accepted the Conversion Determination and such Conversion Determination shall be deemed binding and final if (i) Seller fails to give a Notice of Dispute within such forty-five (45) day period, or (ii) Seller gives notice to Parent accepting such Conversion Determination within such forty-five (45) day period. Upon receipt of the Notice of Dispute, Parent and Seller shall consult promptly with each other with respect to the points of dispute in an effort to resolve the dispute. If such dispute is resolved by a written, signed agreement of Seller and Parent, the agreed Conversion Determination will be deemed final and binding. If any dispute is not resolved by Parent and Seller within thirty (30) days from the date on which the final Earnout Statement after the Earnout Period ends Notice of Dispute is delivered given to Parent, Parent and Seller Representative shall refer the dispute to Xxxxx Xxxxxxxx LLP, or if Xxxxx Xxxxxxxx LLP is unable or unwilling to service, such other mutually agreeable firm of independent public accountants (the “Earnout Review PeriodSpecial Accountant”) to review the Earnout Statement. Unless Seller Representative delivers written notice to Buyer prior to 5:00 p.m. Eastern Time on or before the last day of the Earnout Review Period that it objects to any item or items shown or reflected in the Earnout Statementfinally determine, as soon as practicable, and specifying in reasonable detail any event within thirty (30) days after such reference, all disputes with respect to the item Conversion Determination. For purposes of assisting the Special Accountant in making such determination, Parent and Seller shall submit a proposed determination of Gross Revenues and the Conversion Value. The fees, costs and expenses of such Special Accountant incurred in connection with any dispute regarding the Conversion Determination will be borne by the non-prevailing party, or items if the Special Accountant determines that neither party could be fairly found to which it objects and reasons therefor (such item or items, be the “Disputed Earnout Items” and such notice, the “Earnout Dispute Notice”)prevailing party, then such fees, costs and expenses will be borne fifty percent (50%) by Seller and fifty percent (50%) by Parent. All determinations by the Earnout Statement Special Accountant, which shall be deemed accepted by Seller Representative for all purposes hereof. In the event the Seller Representative delivers an Earnout Dispute Noticeset forth in writing, Seller Representative and Buyer shall attempt in good faith to resolve each Disputed Earnout Item, and any resolution agreed by them in writing shall be final, conclusive and binding with respect to the Conversion Determination and conclusive for all purposes the allocation of determining the Earnout Issuance, if any, under this Exhibit G. In the event that, for any reason, Seller Representative fees and Buyer are unable to resolve in writing each Disputed Earnout Item within fifteen (15) days (or such longer period as Seller Representative and Buyer may agree in writing) following the delivery expenses of the Earnout Dispute Notice (such fifteen (15) day periodSpecial Accountant; provided, however, that the “Earnout Resolution Period”), each unresolved Disputed Earnout Item shall scope of the Special Accountant’s engagement will be referred limited to resolving the Independent Accountant for resolution in accordance with the processes and procedures disputes set forth in Section 2.4(b) the Notice of Dispute and in no event may the Agreement for purposes Special Accountant resolve such disputes in a manner that would result in the Conversion Shares being less, in the aggregate, than the amounts proposed by Parent in the Conversion Determination, or greater, in the aggregate, than the amount proposed by Seller in the Notice of identifying an Independent Accountant and resolving the unresolved Disputed Earnout Items, as if the term “Buyer Statement” was replaced with “Earnout Statement,” the term “Disputed Item” was replaced with “Disputed Earnout Item,” the term “Dispute Notice” was replaced with the term “Earnout Dispute Notice,” and any reference to “Section 2.4(b)” shall refer to this Section 3(b) of this Exhibit G.Dispute.

Dispute Procedures. Seller The Final Working Capital (as set forth in the Statement of Working Capital Calculation) shall become final and binding on Copano and Contributors on the thirtieth (30th) day following the date the Statement of Working Capital Calculation is received by Contributors Representative, unless prior to the expiration of such thirty-day period Contributors Representative delivers written notice to Copano of its disagreement. Contributors Representative’s written notice shall set forth all of its disputed items together with, to the extent reasonably practicable, its proposed changes thereto, including an explanation in reasonable detail of the basis on which Contributors Representative proposes such changes. Contributors shall be deemed to have agreed with all items and amounts contained in the Statement of Working Capital Calculation that are not specifically identified in such notice of disagreement. If Contributors Representative has delivered a timely notice of disagreement, then Copano and Contributors Representative shall use their good faith efforts to reach agreement on the disputed items to determine the Final Working Capital. If Copano and Contributors Representative have not signed an agreement resolving the disputed items by the sixtieth (60th) day following Contributors Representative’s receipt of the Statement of Working Capital Calculation, then the disputed items set forth in the notice of disagreement shall be submitted to the Independent Accountants for resolution within five (5) Business Days after the end of the foregoing sixty (60) day period. Promptly, but no later than thirty (30) days from the date on which the final Earnout Statement after the Earnout Period ends is delivered to Seller Representative (the “Earnout Review Period”) to review the Earnout Statement. Unless Seller Representative delivers written notice to Buyer prior to 5:00 p.m. Eastern Time on or before the last day receipt of the Earnout Review Period that it objects notice of disagreement, the Independent Accountants shall render a written report as to any item or the resolution of the dispute and the resulting computation of the Final Working Capital. In making such determination, the Independent Accountants shall consider only those items shown or reflected and amounts in the Earnout Statement, Statement of Working Capital Calculation with which Contributors Representative has disagreed and specifying in reasonable detail the item or items to which it objects and reasons therefor (such item or items, the “Disputed Earnout Items” and such notice, the “Earnout Dispute Notice”), then the Earnout Statement shall be deemed accepted by Seller Representative for all purposes hereof. In the event the Seller Representative delivers an Earnout Dispute Notice, Seller Representative and Buyer shall attempt in good faith to resolve each Disputed Earnout Item, and any resolution agreed by them in writing shall be final, binding and conclusive for all purposes of determining the Earnout Issuance, if any, under this Exhibit G. In the event that, for any reason, Seller Representative and Buyer are unable to resolve in writing each Disputed Earnout Item within fifteen (15) days (or such longer period as Seller Representative and Buyer may agree in writing) following the delivery of the Earnout Dispute Notice (such fifteen (15) day period, the “Earnout Resolution Period”), each unresolved Disputed Earnout Item shall be referred to the Independent Accountant for resolution in accordance with the processes and procedures set forth in Section 2.4(b) the notice of disagreement. The fees and expenses of the Agreement for purposes of identifying an Independent Accountant Accountants shall be borne fifty percent (50%) by Contributors and resolving the unresolved Disputed Earnout Items, as if the term “Buyer Statement” was replaced with “Earnout Statement,” the term “Disputed Item” was replaced with “Disputed Earnout Item,” the term “Dispute Notice” was replaced with the term “Earnout Dispute Notice,” and any reference to “Section 2.4(b)” shall refer to this Section 3(bfifty percent (50%) of this Exhibit G.by Copano.

Dispute Procedures. Seller Representative After receipt of the Closing Date Balance Sheet, the Buyer shall have 30 days to review it. The Buyer and PricewaterhouseCoopers LLP, its independent accounting firm ("PWC"), shall have reasonable access during normal business hours to the books and records and appropriate employees of the Seller and AA in accordance with and adhering to the reasonable policy and procedures of AA for such requests, to the extent reasonably required to complete their review of the Closing Date Balance Sheet. All fees, costs and expenses incurred by the Buyer relating to Buyer's review of the Closing Date Balance Sheet shall be borne by the Buyer. The Buyer must, within thirty (30) days after the Buyer's receipt of the Closing Date Balance Sheet from the date on which the final Earnout Statement after the Earnout Period ends is delivered to Seller Representative Seller, give written notice (the “Earnout "Review Period”Notice") to review the Earnout Statement. Unless Seller Representative delivers written notice to Buyer prior to 5:00 p.m. Eastern Time on or before the last day of the Earnout Review Period that it objects to any item or items shown or reflected in the Earnout Statement, and specifying in reasonable detail the item or items to which it objects and reasons therefor (Buyer's specific objections, if any, with respect thereto. If the Buyer does not provide the Review Notice within such item or items30-day period, the “Disputed Earnout Items” Closing Date Net Worth set forth on the Closing Date Balance Sheet delivered by the Seller shall be final and binding on the parties and the provisions set forth in Section 1.4(c) shall then apply. The Buyer agrees that the specific objections that it raises in the Review Notice shall be the only items subject to dispute under the subsequent procedures set forth in this Section 1.4(c), with all other matters not specifically objected to by the Buyer in the Review Notice being deemed to have been agreed upon by the parties. With respect to any such noticedisputed amounts, the “Earnout Dispute Notice”), then the Earnout Statement shall be deemed accepted by Seller Representative for all purposes hereof. In the event the Seller Representative delivers an Earnout Dispute Notice, Seller Representative parties agree to meet and Buyer shall attempt negotiate in good faith to resolve each Disputed Earnout Itemany such disputes during the thirty (30) day period after the date that the Seller receives the Review Notice, and any resolution or longer if mutually agreed by them upon in writing by the Buyer and the Seller (the "Resolution Period"). If the parties are able to resolve all of their disputes, the Closing Date Net Worth, as mutually agreed upon, shall be final, final and binding on the parties and conclusive for all purposes of determining the Earnout Issuance, if any, under this Exhibit G. In provisions set forth in Section 1.4(c) shall then apply. If the event that, for any reason, Seller Representative and Buyer parties are unable to resolve in writing each Disputed Earnout Item all such disputes within fifteen the Resolution Period, then within five (155) business days after the expiration of the Resolution Period, all unresolved disputes shall be submitted to a nationally recognized independent accounting firm jointly selected by the Buyer and the Seller (the "Independent Accountant"). The Independent Accountant shall be engaged to provide a final and conclusive resolution of all unresolved disputes within thirty (30) days (or after such longer period as Seller Representative and Buyer may agree in writing) following the delivery engagement. The determination of the Earnout Dispute Notice (such fifteen (15Independent Accountant shall be final and binding on the parties and the provisions set forth in Section 1.4(c) day periodshall then apply. The fees and expenses of the Independent Accountant shall be borne 50% by the Buyer and 50% by the Seller. When engaged, the “Earnout Resolution Period”)Independent Accountant shall have exclusive jurisdiction over, each unresolved Disputed Earnout Item shall be referred and resort to the Independent Accountant for resolution in accordance with as provided herein shall be the processes sole recourse and procedures set forth in Section 2.4(b) remedy of the Agreement for purposes parties against one another or any other Person with respect to, the determination of identifying an Independent Accountant and resolving the unresolved Disputed Earnout Items, as if the term “Buyer Statement” was replaced with “Earnout Statement,” the term “Disputed Item” was replaced with “Disputed Earnout Item,” the term “Dispute Notice” was replaced with the term “Earnout Dispute Notice,” and any reference to “Section 2.4(b)” shall refer to this Section 3(b) of this Exhibit G.Closing Date Net Worth.

Dispute Procedures. Seller Representative If Selling Stockholder disagrees with the Purchaser’s calculation of Revenues as set forth on an Earnout Statement, Selling Stockholder may, within 30 days after delivery of the Earnout Statement, deliver a notice to the Purchaser stating that Selling Stockholder disagrees with such calculation and specifying in reasonable detail those items or amounts as to which Selling Stockholder disagrees and the basis therefor (the “Earnout Notice of Disagreement”) and reasonable documentation and evidence of such basis. Selling Stockholder shall be deemed to have agreed with all other items and amounts contained in the Earnout Statement. If an Earnout Notice of Disagreement shall be duly delivered pursuant to this Section 3.7(b), the Selling Stockholder and Purchaser shall, during the fifteen (15) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Earnout Amount. If during such period, the Selling Stockholder and Purchaser are unable to reach such agreement, they shall promptly thereafter submit the unresolved issues to the Independent Accountant for a binding determination. Each of Purchaser and the Selling Stockholder agree that it shall not engage, or agree to engage the Independent Accountant to perform any services other than as the Independent Accountant pursuant hereto until the Earnout Statement has been finally determined pursuant to this Section 3.7. Each party agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. Purchaser and the Selling Stockholder shall cooperate with the Independent Accountant and promptly provide all documents and information requested by the Independent Accountant. In making its determination, the Independent Accountant shall consider only those items or amounts set forth in the Earnout Notice of Disagreement (and not resolved by the parties) and matters affected thereby, and its determination of the Revenues shall not be less than the Revenues set forth in the Earnout Statement or more than the Revenues set forth in the Earnout Notice of Disagreement. The Independent Accountant shall deliver to the Selling Stockholder and Purchaser, as promptly as practicable (but in any case no later than thirty (30) days from the date on which of engagement of the final Earnout Statement after the Earnout Period ends is delivered to Seller Representative (the “Earnout Review Period”) to review the Earnout Statement. Unless Seller Representative delivers written notice to Buyer prior to 5:00 p.m. Eastern Time on or before the last day Independent Accountant), a report setting forth its calculation of the Earnout Review Period that it objects to Amount, including the basis for and explanation of any item or items shown or reflected in the Earnout Statement, and specifying in reasonable detail the item or items to which it objects and reasons therefor (such item or items, the “Disputed Earnout Items” and such notice, the “Earnout Dispute Notice”), then difference from the Earnout Statement and/or the Earnout Notice of Disagreement. Such report shall be final and binding upon the Selling Stockholder and Purchaser, shall be deemed accepted by Seller Representative for all purposes hereof. In a final arbitration award that is binding on Purchaser and the event the Seller Representative delivers an Earnout Dispute Notice, Seller Representative and Buyer shall attempt in good faith to resolve each Disputed Earnout ItemSelling Stockholder, and neither Purchaser nor the Selling Stockholder shall seek further recourse to courts or other tribunals, other than to enforce such report. Judgment may be entered to enforce such report in any resolution agreed by them in writing shall be final, binding and conclusive for all purposes court of determining competent jurisdiction. The Independent Accountant will determine the Earnout Issuance, if any, under this Exhibit G. In the event that, for any reason, Seller Representative and Buyer are unable to resolve in writing each Disputed Earnout Item within fifteen (15) days (or such longer period as Seller Representative and Buyer may agree in writing) following the delivery allocation of the Earnout Dispute Notice cost of its review and report based on the inverse of the percentage its determination (before such fifteen (15allocation) day period, bears to the “Earnout Resolution Period”), each unresolved Disputed Earnout Item shall be referred total amount of the total items in dispute as originally submitted to the Independent Accountant. For example, should the items in dispute total in amount to $1,000 and the Independent Accountant for resolution awards $600 in accordance with the processes and procedures set forth in Section 2.4(b) favor of the Agreement for purposes Selling Stockholder’s position, 60% of identifying an Independent Accountant the costs of its review would be borne by Purchaser and resolving 40% of the unresolved Disputed Earnout Items, as if costs would be borne by the term “Buyer Statement” was replaced with “Earnout Statement,” the term “Disputed Item” was replaced with “Disputed Earnout Item,” the term “Dispute Notice” was replaced with the term “Earnout Dispute Notice,” and any reference to “Section 2.4(b)” shall refer to this Section 3(b) of this Exhibit G.Selling Stockholder.