Common use of Dispute Resolution Procedures Clause in Contracts

Dispute Resolution Procedures. Any disagreement, claim or dispute between the Government and the Performer concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and binding.

Dispute Resolution Procedures. Any disagreement, claim or dispute between among the Government and the Performer Parties concerning questions of fact or law arising from or in connection with this Agreement, and, Agreement and whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM ACC-NJ, Center Director of Procurement for Emerging Technologies, in the interests interest of justice justice, waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of documenting the relevant facts, identify identifying unresolved issues, and specify specifying the clarification or remedy sought, and documenting the rationale as to why the clarification/remedy is appropriate. Within five ten (510) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy ACC-NJ, Center Director of Procurement and Chief Executive Officer of the Performerfor Emerging Technologies. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy ACC-NJ, Center Director of Procurement and the Performer’s designated representative shall for Emerging Technologies, will conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding, unless a Party shall, within thirty (30) calendar days request further review as provided by this article. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made If requested within thirty (30) calendar days of the expiration ACC-NJ, Center Director for Emerging Technologies’ decision, further review will be conducted by the Chair of the time for MCDC Executive Committee and the ACC-NJ Associate Director. In the event of a decision, or in absence of a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director within sixty (60) calendar days of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, referral to the extent permitted Chair of the MCDC Executive Committee and the ACC-NJ, Associate Director (or such other period as agreed to by the parties), either party may pursue any right or remedy provided by law, shall be final including but not limited to the right to seek extraordinary relief under Public Law 85-804. Alternatively, the parties may agree to explore and bindingestablish an Alternate Disputes Resolution procedure to resolve this dispute.

Dispute Resolution Procedures. Any disagreement, claim or dispute between The Representative shall have until thirty (30) days after the Government receipt of the Closing Date Balance Sheet and the Performer concerning questions of fact or law arising from or accompanying Current Asset Value Shortfall calculation to review such calculation and propose any adjustments thereto. All adjustments proposed by the Representative shall be set out in connection with this Agreementreasonable detail in a written statement delivered to Buyer (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties unless Buyer shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party object in writing of to such proposed adjustments (the relevant facts, identify unresolved issues, proposed adjustment or adjustments to which Buyer objects are referred to herein as the “Contested Adjustments” and specify Buyer’s objection notice is referred to herein as the clarification or remedy sought. Within five (5“Contested Adjustment Notice”) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days of Buyer’s receipt of the Adjustment Statement. If Buyer delivers a Contested Adjustment Notice to the Representative, Buyer and the Representative shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after being notified that Buyer delivers to the Representative said Contested Adjustment Notice, either Buyer or the Representative may retain for the benefit of all the parties hereto a decision has been requestednationally recognized independent accounting firm acceptable to both the Representative and Buyer (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. The USSOCOM Deputy Director of Procurement If the Independent Accountant is retained, then (i) the Representative and Buyer shall each submit to the Performer’s designated representative shall conduct a review Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments and their respective calculation of the matter(sCurrent Asset Value Shortfall, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) in dispute and render a decision in writing the Independent Accountant shall, within thirty (30) calendar days after receiving the positions of receipt of such written position. Any such joint both the Representative and Buyer and all supplementary supporting documentation requested by the Independent Accountant, render its decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, as to the extent permitted by lawContested Adjustments, which decision shall be final and bindingbinding on, and nonappealable by, the Representative and Buyer. The fees and expenses of the Independent Accountant shall be paid one-half by the Shareholders and one-half by Buyer; provided, however, that if the Current Asset Value Shortfall as finally determined by the Independent Account and set forth in the Settlement Amount Certificate (defined below) is closer to the Current Asset Value Shortfall submitted by the Representative than to the Current Asset Value Shortfall submitted by Buyer, then Buyer shall pay 100% of the fees and expenses of the Independent Accountant. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Current Asset Value Shortfall calculation measured as of the Closing Date (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Buyer and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. Any disagreement, claim or dispute between The Representative shall have until thirty (30) days after the Government receipt of the Closing Date Balance Sheet and the Performer concerning questions of fact or law arising from or accompanying Asset Value Shortfall calculation to review such calculation and propose any adjustments thereto. All adjustments proposed by the Representative shall be set out in connection reasonable detail in a written statement delivered to Buyer * Certain information on this page has been omitted and filed separately with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Articlethe Commission. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior Confidential treatment has been requested with respect to the notification made under subparagraph B.3 of this article constitute omitted portions. (the basis for relief under this article “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party Buyer shall document the dispute, disagreement, or misunderstanding by notifying the other Party object in writing of to such proposed adjustments (the relevant facts, identify unresolved issues, proposed adjustment or adjustments to which Buyer objects are referred to herein as the “Contested Adjustments” and specify Buyer’s objection notice is referred to herein as the clarification or remedy sought. Within five (5“Contested Adjustment Notice”) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days of Buyer’s receipt of the Adjustment Statement. If Buyer delivers a Contested Adjustment Notice to the Representative, Buyer and the Representative shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) days after being notified that a decision has been requestedBuyer delivers to the Representative said Contested Adjustment Notice, either Buyer or the Representative may retain for the benefit of all the parties hereto an independent accounting firm nationally recognized in the United States acceptable to both the Representative and Buyer (the “Independent Accountant”) to resolve any remaining disputes concerning the Contested Adjustments. The USSOCOM Deputy Director of Procurement If the Independent Accountant is retained, then (i) the Representative and Buyer shall each submit to the Performer’s designated representative shall conduct a review Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments and their respective calculation of the matter(sAsset Value Shortfall, together with such supporting documentation as they deem necessary or as the Independent Accountant requests, and (ii) in dispute and render a decision in writing the Independent Accountant shall, within thirty (30) calendar days after receiving the positions of receipt of such written position. Any such joint both the Representative and Buyer and all supplementary supporting documentation requested by the Independent Accountant, render its decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, as to the extent permitted by lawContested Adjustments, which decision shall be final and bindingbinding on, and nonappealable by, the Representative and Buyer. The fees and expenses of the Independent Accountant shall be paid one-half by the Sellers and one-half by Buyer; provided, however, that if the Asset Value Shortfall as finally determined by the Independent Account and set forth in the Settlement Amount Certificate (defined below) is closer to the Asset Value Shortfall submitted by the Representative than to the Asset Value Shortfall submitted by Buyer, then Buyer shall pay 100% of the fees and expenses of the Independent Accountant. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Asset Value Shortfall calculation measured as of the Closing Date (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by Buyer and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. Any disagreementThe Stockholders’ Representative shall have until thirty (30) days after the delivery of the Closing Date Working Capital calculation, claim to review such calculation and propose any adjustments thereto. All adjustments proposed by the Stockholders’ Representative shall be set out in detail in a written statement delivered to the Parent (the “Adjustment Statement”) and shall be incorporated into the Closing Date Balance Sheet, unless the Parent shall object in writing to such proposed adjustments (the proposed adjustment or dispute between adjustments to which the Government Parent objects are referred to herein as the “Contested Adjustments” and the Performer concerning questions Parent’s objection notice is referred to herein as the “Contested Adjustment Notice”) within ten (10) days of fact delivery by the Stockholders’ Representative to the Parent of the Adjustment Statement. If the Parent delivers a Contested Adjustment Notice to the Stockholders’ Representative, the Parent and the Stockholders’ Representative shall attempt in good faith to resolve their dispute regarding the Contested Adjustments, but if a final resolution thereof is not obtained within ten (10) business days after the Parent delivers to the Stockholders’ Representative such Contested Adjustment Notice, either the Parent or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach the Stockholders’ Representative may retain for the benefit of this Agreement, may be raised only under this Article. Whenever disputes, disagreementsall the parties hereto Deloitte & Touche LLP, or misunderstandings ariseif unable or unwilling to serve, another nationally recognized Independent accounting firm acceptable to both the Parties shall attempt Stockholders’ Representative and the Parent (the “Independent Accountant”) to resolve any remaining disputes concerning the issue(s) involved by discussion Contested Adjustments. If the Independent Accountant is retained, then the Stockholders’ Representative and mutual agreement as soon as practicable. In no event the Parent shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior each submit to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party Independent Accountant in writing not later than fifteen (15) days after the Independent Accountant is retained their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant requests. The Independent Accountant shall not review or take into account any information that is not submitted within the fifteen (15) day deadline and shall only make a determination as to the Contested Adjustments and not other items on the Closing Date Balance Sheet. The Independent Accountant’s determination of the relevant facts, identify unresolved issues, and specify Contested Adjustments shall not be higher than the clarification highest amounts or remedy sought. Within five (5) working days after providing notice to lower than the other Party, the aggrieved Party may, in writing, request a joint decision lowest amounts proposed by the USSOCOM Deputy Director of Procurement Parent and Chief Executive Officer of the PerformerStockholders’ Representative. The other Party shall submit a written position on the matter(s) in dispute Independent Accountant shall, within thirty (30) calendar days after receiving the positions of both the Stockholders’ Representative and the Parent and all supplementary supporting documentation requested by the Independent Accountant, but no later than sixty (60) days after being notified that a retained, render its decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, as to the extent permitted by lawContested Adjustments, which decision shall be final and bindingbinding on, and nonappealable by, the Stockholders’ Representative and the Parent. The fees and expenses of the Independent Accountant shall be paid by the party whose estimate of the Contested Adjustments is furthest from the Independent Accountant’s calculation of the Contested Adjustments. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Working Capital calculation (the “Settlement Amount Certificate”). The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by the Parent and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. Any disagreementWithin ten (10) Business Days following the Seller's receipt of the Closing Financial Statements, claim or dispute between the Government Seller and its independent auditors shall be permitted to review the working papers of the Purchaser relating to the Working Capital Statement. The Working Capital Statement shall become final and binding upon the Seller and the Performer Purchaser on the eleventh (11th) Business Day following delivery thereof, unless the Seller gives written notice of its disagreement with the Working Capital Statement (a "NOTICE OF DISAGREEMENT") to the Purchaser prior to such date. Any Notice of Disagreement shall (i) specify in reasonable detail the nature of any disagreement so asserted and (ii) only include disagreements based on mathematical errors or based on the Working Capital Statement not being prepared or the Working Capital or the adjusted purchase price not being determined in accordance with Section 2.03(b). During the seven (7) Business Day period following the delivery of a Notice of Disagreement, the Seller and the Purchaser shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement and agree on a final determination of the disagreements set forth in the Notice of Disagreement. During such period, the Purchaser and its auditors shall have access to the working papers of the Seller and, if applicable, the Seller's auditors' working papers prepared in connection with the Notice of Disagreement. At the end of such seven (7) Business Day period, the Seller and the Purchaser shall submit to a nationally recognized independent accounting firm (the "INDEPENDENT ACCOUNTING FIRM") for arbitration of any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. The Independent Accounting Firm shall be Ernst & Young, or, if such firm is unable or unwilling to act, the first of the Big Four Public Accounting Firms (on an alphabetical basis) that is not currently serving as the auditor of either the Seller or the Purchaser shall be selected to resolve the dispute. The Seller and the Purchaser shall instruct the Independent Accounting Firm to render its reasoned written decision as promptly as practicable but in no event later than fifteen (15) Business Days after submission of all matters in dispute. The cost of any arbitration (including the fees and expenses of the Independent Accounting Firm and reasonable attorney fees and expenses pursuant to this Section 2.03(c) shall be borne by the Purchaser and the Seller in inverse proportion as they may prevail in 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 merits of the matters submitted. Except as otherwise provided herein, the procedures for resolution of disputes concerning questions the Closing Financial Statements shall (i) be final, binding and conclusive on the Seller and the Purchaser for purposes of fact or law arising from or the purchase price adjustments only and for no other purpose in connection with this AgreementAgreement so that when the Closing Financial Statements are deemed final hereunder, andneither the Seller nor the Purchaser will be entitled to subject the Closing Financial Statements, whether any resolution by and between the Seller and the Purchaser under this Section 2.03(c) or not involving the Independent Accounting Firm's decision to any court or tribunal, for purposes of the purchase price adjustments and (ii) shall constitute an alleged breach of this Agreement, arbitral determination upon which a judgment may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved entered by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 court of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of the relevant facts, identify unresolved issues, and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by law, shall be final and bindingcompetent jurisdiction.

Dispute Resolution Procedures. Any disagreement, claim or dispute between the Government The Buyer and the Performer concerning questions Seller shall have until ten (10) days after the delivery of fact the Closing Date Net Working Capital calculation prepared by the Independent Accountant to review the calculation set forth therein and propose any adjustments thereto. All adjustments proposed by the Buyer or law arising from or the Seller shall be set out in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt detail in a written statement delivered to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party and the Independent Accountant (an "Adjustment Statement") and shall be incorporated into the Closing Date Balance Sheet, unless the other Party shall object in writing to such proposed adjustments to the proposing Party within ten (10) days of delivery of the relevant factsAdjustment Statement (the proposed adjustment or adjustments to which either Party objects are referred to herein as the "Contested Adjustments" and the objection notice is referred to herein as the "Contested Adjustment Notice"). If either Party delivers a Contested Adjustment Notice, identify unresolved issuesthe Seller and the Buyer shall attempt in good faith to resolve their dispute (a "Contested Adjustment Dispute") regarding the Contested Adjustments, and specify the clarification or remedy sought. Within five but if a final resolution thereof is not obtained within ten (510) working days after providing notice delivery of said Contested Adjustment Notice, the Independent Accountant shall resolve any remaining disputes concerning the Contested Adjustments. If the Independent Accountant is requested to resolve a Contested Adjustment Dispute, then (A) the Buyer and the Seller shall each submit to the other Party, the aggrieved Party may, Independent Accountant in writing, request a joint decision not later than ten (10) days after the Independent Accountant is retained for such purpose, their respective positions with respect to the Contested Adjustments, together with such supporting documentation as they deem necessary or as the Independent Accountant reasonably requests, and (B) the Independent Accountant shall, within ten (10) days after receiving the positions of both the Buyer and the Seller and all supplementary supporting documentation requested by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a Independent Accountant, render its decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, as to the extent permitted by lawContested Adjustments, which decision shall be final and bindingbinding on, and non-appealable by, the Parties. Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Accountant related to the preparation and delivery of a Closing Date Balance Sheet and the calculation of the Closing Date Net Working Capital. The fees and expenses of the Independent Accountant related to the resolution of Contested Adjustments shall be paid by the Party whose estimate of the Closing Date Net Working Capital is farthest from the Independent Accountant's final calculation of the Closing Date Net Working Capital. The decision of the Independent Accountant shall also include a certificate of the Independent Accountant setting forth the final Closing Date Net Working Capital calculation. The Closing Date Balance Sheet shall be deemed to include all proposed adjustments not disputed by either Party and those adjustments accepted or made by the decision of the Independent Accountant in resolving the Contested Adjustments.

Dispute Resolution Procedures. Any disagreement, claim or dispute between among the Government and the Performer Parties concerning questions of fact or law arising from or in connection with this Agreement, and, Agreement and whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM ACC-NJ, Center Director of Procurement for Emerging Technologies, in the interests interest of justice justice, waives this requirement. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, or misunderstanding by notifying the other Party in writing of documenting the relevant facts, identify identifying unresolved issues, and specify specifying the clarification or remedy sought, and documenting the rationale as to why the clarification/remedy is appropriate. Within five ten (510) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy ACC-NJ, Center Director of Procurement and Chief Executive Officer of the Performerfor Emerging Technologies. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy ACC-NJ, Center Director of Procurement and the Performer’s designated representative shall for Emerging Technologies, will conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding, unless a Party shall, within thirty (30) calendar days request further review as provided by this article. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made If requested within thirty (30) calendar days of the expiration ACC-NJ, Center Director for Emerging Technologies’ decision, further review will be conducted by the Chair of the time for MCDC Executive Committee and the ACC- NJ Associate Director. In the event of a decision, or in absence of a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director within sixty (60) calendar days of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, referral to the extent permitted Chair of the MCDC Executive Committee and the ACC-NJ, Associate Director (or such other period as agreed to by the parties), either party may pursue any right or remedy provided by law, shall be final including but not limited to the right to seek extraordinary relief under Public Law 85-804. Alternatively, the parties may agree to explore and bindingestablish an Alternate Disputes Resolution procedure to resolve this dispute.

Dispute Resolution Procedures. Any disagreementThe Seller shall have until thirty (30) days after the delivery of the Closing Date Net Working Capital calculation to review such calculation and propose any adjustments thereto. The Purchaser shall provide such other documentation as is reasonably requested by the Seller. All adjustments proposed by the Seller shall be set out in detail in a written statement delivered to the Purchaser (the "Adjustment Statement") and shall be incorporated into the Closing Date Balance Sheet, claim unless the Purchaser shall object in writing to such proposed adjustments (the proposed adjustment or dispute between adjustments to which Purchaser objects are referred to herein as the Government "Contested Adjustments" and the Performer concerning questions Purchaser's objection notice is referred to herein as the "Contested Adjustment Notice") within ten (10) days of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach delivery by the Seller to the Purchaser of this Agreement, may be raised only under this Articlethe Adjustment Statement. Whenever disputes, disagreements, or misunderstandings ariseIf the Purchaser delivers a Contested Adjustment Notice to the Seller, the Parties Purchaser and the Seller shall attempt use reasonable efforts to resolve their dispute regarding the issue(sContested Adjustments, but if a final resolution thereof is not obtained within ten (10) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior days after the Purchaser delivers to the notification made under subparagraph B.3 of this article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirement. Failing resolution by mutual agreementSeller said Contested Adjustment Notice, the aggrieved Party Purchaser and the Seller shall document promptly retain a nationally recognized independent accounting firm acceptable to both the disputeSeller and the Purchaser (the "Independent Accountant") to resolve any remaining disputes concerning the Contested Adjustments. Either the Seller or the Purchaser may retain the Independent Accountant upon the expiration of such 10-day period. If the Independent Accountant is retained, disagreement, or misunderstanding by notifying then (i) the other Party Seller and the Purchaser shall each submit to the Independent Accountant in writing of not later than fifteen (15) days after the relevant factsIndependent Accountant is retained their respective positions with respect to the Contested Adjustments, identify unresolved issuestogether with such supporting documentation as they deem necessary or as the Independent Accountant requests, and specify (ii) the clarification or remedy sought. Within five (5) working days after providing notice to the other PartyIndependent Accountant shall, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy Director of Procurement and Chief Executive Officer of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director receiving the positions of Procurement both the Seller and the Performer’s designated representative shall conduct a review of Purchaser and all supplementary supporting documentation requested by the matter(s) in dispute and Independent Accountant, render a its decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days of the expiration of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director of Procurement may elect to conduct this review personally or through a designee or jointly with the Performer’s designated representative. Following the review, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, as to the extent permitted by lawContested Adjustments, which decision shall be final and binding.binding on, and

Dispute Resolution Procedures. Any disagreementEither Party may within the time periods set forth herein, claim or dispute between and with the Government and cooperation of the Performer concerning questions of fact or law arising from or in connection with other Party, request that Xxxxxxx & White LLP (the “Independent Accountant”) review this Agreement, andthe disputed items, whether the applicable Objection Notices, and all other notices provided by Parent, Sole Stockholder or Escrow Agent under this Agreement, and the financial information related to Purchaser or otherwise applicable to the calculations provided for under Exhibit A. Each of the Parent and the Sole Stockholder agrees to execute, if requested by the Independent Accountant, a reasonable engagement letter. The Parent and the Sole Stockholder shall cooperate with the Independent Accountant and promptly provide all documents, financial and other information requested by the Independent Accountant. In determining a resolution of the Dispute, the Independent Accountant shall (i) act as an expert and not involving as an alleged breach arbitrator and (ii) be empowered and authorized only to decide those items or amounts to which the Parent and Stockholder disagree in their Objection Notices, subject to amendments to the same to the extent such amendments have been approved by the other Party in writing, which approval shall not be unreasonably withheld. The Independent Accountant shall deliver to the Parent and the Sole Stockholder, as promptly as practicable (but in any case no later than thirty (30) days from the date of engagement of the Independent Accountant), a written report (the “Independent Report”) setting forth its calculation of the Escrow Property to be released to Sole Stockholder, or in the event of a dispute pursuant to Section 3.3 of this Agreement, whether the Catch Up Shares are to be released to the Sole Stockholder or the Parent, in either case, based solely (and not based, in whole or in part, on any independent investigation) on (A) the definitions and other applicable provisions of this Agreement and Exhibit A, (B) a single written presentation submitted by each of the Parent and the Sole Stockholder, which may be raised only under this Articlemodified from time to time by mutual approval of Parent and Sole Stockholder, which in either case, shall not be unreasonably withheld, during the course of the Independent Account’s review, as applicable (which presentations and modifications the Independent Accountant shall be instructed to distribute to the Parent and the Sole Stockholder upon receipt of both such presentations or any such modifications) and (C) one written response of each of the Parent and the Sole Stockholder to each such presentation so submitted (which the Independent Accountant shall be instructed to distribute to the Parent and the Sole Stockholder upon receipt of such responses). Whenever disputes, disagreements, or misunderstandings ariseIn resolving the Dispute and the amounts of the applicable Escrow Property to be released to Sole Stockholder, the Parties Independent Accountant shall attempt to resolve be bound by the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 provisions of this article constitute Agreement (and not by independent review). The Independent Accountant’s report, absent manifest error, shall be final, conclusive and binding upon the basis for relief under this article unless Parent and the USSOCOM Director Sole Stockholder, shall be deemed a final award that is binding on the Parent and the Sole Stockholder, and none of Procurement the Parent nor the Sole Stockholder shall seek further recourse to courts or other tribunals, other than to enforce the determination of the Independent Report, in the interests of justice waives this requirement. Failing resolution by mutual agreementwhich case, the aggrieved Party party seeking such enforcement shall document the dispute, disagreement, or misunderstanding by notifying be entitled to recover from the other Party party its reasonable attorney’s fees and costs in writing connection with seeking such enforcement. Judgment may be entered to enforce such report in any court of competent jurisdiction. The fees and expenses of the relevant facts, identify unresolved issues, review and specify the clarification or remedy sought. Within five (5) working days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision report by the USSOCOM Deputy Director Independent Accountant shall be borne by the Party or Parties as determined by the Independent Accountant, based on the relative merits of Procurement and Chief Executive Officer their respective positions in inverse proportion as they may prevail on the matters resolved by the Independent Accountant, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the Performer. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy Director of Procurement and the Performer’s designated representative shall conduct a review of the matter(s) amounts in dispute and render a decision in writing within thirty (30) calendar days shall be determined by the Independent Accountant at the time of receipt the determination of such written position. Any such joint decision Independent Accountant is final and binding. In rendered on the absence of a joint decision, upon written request to USSOCOM Director of Procurement, made within thirty (30) calendar days merits of the expiration matters submitted. The fees and disbursements of the time for a decision under subparagraph B.3 above, the dispute shall be further reviewed. The USSOCOM Director representatives of Procurement may elect to conduct this review personally or through a designee or jointly each Party incurred in connection with the Performer’s designated representative. Following the reviewpreparation or review of any Objection Notice, the USSOCOM Director of Procurement or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review and, to the extent permitted by lawas applicable, shall be final and bindingborne by such Party.

Dispute Resolution Procedures. Any disagreement, claim or dispute between the Government NIH and the Performer Recipient concerning questions of fact or law arising from or in connection with this Agreement, and, whether or not involving an alleged breach of this Agreement, may be raised only under this Article. Whenever disputes, disagreements, or misunderstandings arise, the Parties shall attempt to resolve the issue(s) involved by discussion and mutual agreement as soon as practicable. In no event shall a dispute, disagreement or misunderstanding which arose more than three (3) months prior to the notification made under subparagraph B.3 of this article Article constitute the basis for relief under this article unless the USSOCOM Director of Procurement in the interests of justice waives this requirementArticle. Failing resolution by mutual agreement, the aggrieved Party shall document the dispute, disagreement, disagreement or misunderstanding by notifying the other Party (through the NIH OTAO or the RBO, as the case may be) in writing of documenting the relevant facts, identify identifying unresolved issues, and specify specifying the clarification or remedy sought. Within five ten (510) working business days after providing notice to the other Party, the aggrieved Party may, in writing, request a joint decision by the USSOCOM Deputy All of Us Director of Procurement Awards Management appointed by the NIH, and Chief Executive Officer of a senior executive appointed by the PerformerRecipient. The other Party shall submit a written position on the matter(s) in dispute within thirty (30) calendar days after being notified that a decision has been requested. The USSOCOM Deputy All of Us Director of Procurement Awards Management appointed by the NIH, and a senior executive appointed by the Performer’s designated representative Recipient, shall conduct a review of the matter(s) in dispute and render a decision in writing within thirty (30) calendar days of receipt of such written position. Any such joint decision is final and binding. In the absence of a joint decision, upon written request the matter will be elevated to USSOCOM Director the All of Procurement, made within thirty (30) calendar days of the expiration of the time Us Chief Financial and Management Officer for a decision under subparagraph B.3 above, the dispute shall be further reviewedreview. The USSOCOM Director All of Procurement Us Chief Financial and Management Officer may elect to conduct this review personally or through a designee or jointly with a senior executive appointed by the Performer’s designated representativeRecipient. Following the review, the USSOCOM Director All of Procurement Us Chief Financial and Management Officer or designee will resolve the issue(s) and notify the Parties in writing. Such resolution is not subject to further administrative review andby the All of Us Chief Financial and Management Officer, whose decision to the extent permitted by law, shall be final and binding.