Common use of Objection Clause in Contracts

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Statement of Objections shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness with such changes as may have been previously agreed in writing by Buyer and Seller, shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding.

Objection. On or prior to the last day of the Review Period, Seller and Warrant Holder Representative may object to the Final Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes Seller’s and Warrant Holder Representative’s objections in reasonable detail, indicating each disputed item or amount and the basis for and Seller’s and Warrant Holder Representative’s disagreement therewith (the “Statement of Objections”). The Statement of Objections shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails and Warrant Holder Representative fail to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement calculations contained therein shall be deemed to have been accepted by Seller and Warrant Holder Representative and shall be final and binding. In addition, all items not expressly disputed in a timely Statement of Objections shall be deemed the “Final Working Capital” to have been accepted by Seller and “Final Assumed Indebtedness” Warrant Holder Representative and shall be final and binding. If Seller delivers and Warrant Holder Representative deliver the Statement of Objections before the expiration of the Review Period, Buyer Buyer, on the one hand, and Seller and Warrant Holder Representative, on the other hand, shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Final Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness calculations contained therein, in each case with such changes as may have been previously agreed in writing by Buyer Buyer, on the one hand, and SellerSeller and Warrant Holder Representative, shall be deemed on the “Final Working Capital” and “Final Assumed Indebtedness” and other hand, shall be final and bindingbinding and shall not be subject to judicial review.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Date Working Capital Statement by delivering to Buyer a written statement setting forth those items that Seller disputes Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (any such disagreement to be limited to whether the calculation of Net Working Capital included in the Closing Working Capital Statement is mathematically correct and/or has been prepared in accordance with this Section 2.06 and the definition of Net Working Capital (and any definition(s) included in such definition) (the “Statement of Objections”). The Statement of Objections shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Date Working Capital Statement and the Actual Working Capital and Actual Assumed Indebtedness Post-Closing Adjustment, as the case may be, reflected in the Closing Date Working Capital Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and bindingSeller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Date Statement Adjustment and the Actual Closing Working Capital and Actual Assumed Indebtedness Statement with such changes as may have been previously agreed in writing by Buyer and Seller, shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. During the Resolution Period, Buyer and Buyer’s Representatives shall have reasonable access to the relevant books and records of Seller, the personnel of, and work papers prepared by, Seller and/or Seller’s accountants to the extent that they relate to the Closing Working Capital Statement and to such historical financial information (to the extent in Seller’s possession) relating to the Closing Working Capital Statement as Buyer may reasonably request for the purpose of reviewing the Statement of Objections; provided, however, that such access shall be during normal business hours and in a manner that does not interfere with the normal business operations of Seller.

Objection. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Closing Date Statement and the calculations of any of (A) Closing Net Working Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) Tax Liability Amount as set forth therein, as applicable, by delivering to Buyer a written statement setting forth those items that Seller disputes its objections in reasonable detail, indicating each disputed item or amount and the basis for its disagreement therewith, including documentation supporting such objections (the “Statement of Objections”). The Statement of Objections shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to Stockholder Representative does not deliver the a Statement of Objections before the expiration of the Review PeriodPeriod with respect to any of the calculation, then the Closing Date Statement and the Actual calculation of (A) Closing Net Working Capital Capital, (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and Actual Assumed Indebtedness reflected in (E) the Closing Date Statement shall be Tax Liability Amount set forth therein are deemed to have been accepted by Seller Stockholder Representative and shall be deemed the “Final Working Capital” final, binding and “Final Assumed Indebtedness” conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and shall be final and bindingconclusive for all purposes hereunder. If Seller Stockholder Representative delivers the a Statement of Objections before the expiration of the Review Period, Buyer and Seller Stockholder Representative shall negotiate in good faith to resolve the objections made therein within 30 days (or such objections within thirty (30other time as Seller Stockholder Representative and Buyer agree in writing) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if ) and such negotiations shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar law. If the same are so resolved within the Resolution Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness with then such changes as may have been previously agreed resolution shall be evidenced in writing by Buyer and Seller, shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding.

Objection. On or prior Within 30 days of receipt of the Draft Closing Date Statement, the Vendors’ Representative may notify the Purchaser in writing of any objections it may have to the last day of the Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Statement of Objections shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Draft Closing Date Statement and the Actual Working Capital and/or Net Debt set forth therein (an “Objection Notice”), which Objection Notice will set forth the amount in dispute and Actual Assumed Indebtedness reflected in a description of the nature and basis for each of the disagreements. If an Objection Notice is not so delivered to the Purchaser, the Draft Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed become the “Final Closing Date Statement” for the purposes hereof and the Working Capital” Capital and “Final Assumed Indebtedness” the Net Debt set forth in the Draft Closing Date Statement will be conclusive and shall be final and bindingbinding on the Parties. If Seller delivers an Objection Notice is so delivered to the Statement of Objections before Purchaser, then the expiration of Vendors’ Representative and the Review PeriodPurchaser will forthwith, Buyer and Seller shall in any event within 15 days, negotiate in good faith to resolve any such objections. In the event that the Vendors’ Representative and the Purchaser are unable to resolve all such objections within thirty (30) 15 days after the delivery Purchaser’s receipt of such Objection Notice, the Statement Vendors’ Representative and the Purchaser will submit such remaining disagreements to PKF International Limited or BDO UK LLP, in England, or such other mutually agreeable English nationally-recognized firm of Objections independent chartered accountants (the “Resolution PeriodIndependent Accountant”), and, if ) whose determination of the same are so resolved dispute will be made within 15 days of the Resolution Period, date of such submission. If the Closing Date Statement Vendors’ Representative and the Actual Purchaser cannot agree on the selection of a nationally-recognized firm of independent chartered accountants to act as Independent Accountant, either of them may apply to a court of competent jurisdiction to appoint such an Independent Accountant, and such appointment will be conclusive and binding on the Parties. The Independent Accountant’s determination of Working Capital and Actual Assumed Indebtedness with such changes as may have been previously agreed in writing by Buyer Net Debt will be conclusive and Sellerbinding on the Parties, shall be deemed absent manifest error, and will become the “Final Working CapitalClosing Date Statement” and “Final Assumed Indebtedness” and shall be final and bindingfor purposes hereof.

Objection. On or prior to the last day of the Review Period, Seller may object in writing to the calculations of Closing Date Statement Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, by delivering to Buyer Purchasers a written statement setting forth those items that Seller disputes Seller’s objections in reasonable detail, indicating the nature and amount of any dispute as to Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, as set forth in the Final Closing Statement, and the basis with reasonable support for Seller’s disagreement therewith (the “Statement of Objections”). The If Seller fails to deliver the Statement of Objections shall (i) specify in reasonable detail prior to the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components expiration of the Review Period, then the Final Closing Date Statement not being calculated will be deemed to have been accepted by Seller. If Seller delivers a Statement of Objections on or prior to the last day of the Review Period, then Seller and Purchasers shall negotiate in accordance good faith to resolve any differences that they may have with this Section 2.06respect to the computation of Closing Net Working Capital, and (iii) specify the line item or items Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified in the Final Closing Date Statement with which Seller disagrees and within fifteen (15) days after the amount receipt by Purchasers of each such line item or items as calculated by Sellerthe Statement of Objections (the “Resolution Period”). Seller shall be deemed to have agreed with all items and amounts included in the of Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically disputed referenced in the Statement of Objections, and such items and amounts shall not be subject to review in accordance with Section 1.04(b)(iv). If Seller fails to deliver the Any Statement of Objections before may reference only disagreements based on mathematical errors or based on amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as reflected on the expiration of the Review PeriodFinal Closing Statement not being calculated in accordance with this Section 1.04, the definitions of Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Net Working Capital” , Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses and, with respect to Closing Net Working Capital, Closing Indebtedness and “Final Assumed Indebtedness” and shall be final and bindingClosing Cash only, the Applicable Accounting Principles. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Final Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness shall be updated with such changes as may have been previously agreed to in writing by Buyer Seller and SellerPurchasers, shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall will be final and bindingbinding on the Parties and shall not be subject to appeal or further review.

Objection. On or prior to the last day Purchaser shall have until seven (7) days after receipt of the Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes Title Documents (the “Statement Title Objection Deadline”) to notify Title Company and Seller in writing (“Title Defect Notice”) of Objectionsany defect in the title of the Property or any other matter deemed unacceptable to Purchaser disclosed by the Title Commitment or the Title Documents (“Title Defect”). The Statement of Objections shall (i) specify If Purchaser has not provided the Title Defect Notice to the Title Company and Seller on or before the Title Objection Deadline, the matters identified in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components Schedule B of the Closing Date Statement not being calculated Title Commitment shall be deemed to be “Permitted Exceptions”, but Seller shall remain responsible for satisfying any Requirements necessary to issue the basic coverage Title Policy. Seller may notify Purchaser in accordance with this Section 2.06, and (iiiwriting of Seller’s election to cure the Title Defect(s) specify the line item or items noted in the Closing Date Statement with which Title Defect Notice (“Seller disagrees and Title Response Notice”) on or before two (2) business days after receipt of the amount of each such line item Title Defect Notice (“Seller Title Response Date”). If Seller fails to provide to Purchaser the Seller Title Response Notice on or items as calculated by Seller. before the Seller Title Response Date, Seller shall be deemed to have agreed with all items elected not to cure the Title Defect(s). Purchaser may, by written notice to Seller (“Purchaser Title Response Notice”) within two (2) business days after receipt of the Seller Title Response Notice, or the Seller Title Response Date, whichever is earlier (“Purchase Title Response Date”) (a) elect to waive such Title Defects and amounts included proceed to close; or (b) terminate this Agreement, in which case this Agreement shall terminate, the Closing Date Statement delivered Initial Deposit, other than the Non-Refundable Deposit, shall be returned to Purchaser, and the Title Company shall immediately release the Non-Refundable Deposit to Seller without additional instruction or action by Seller or Purchaser; provided, however, if Purchaser terminates this Agreement pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objectionsterms hereof prior to the Initial Non-Refundable Date, the entire Initial Deposit shall be returned to Purchaser and Seller shall have no claim thereto or right therein. If Seller Purchaser fails to deliver the Statement of Objections Purchaser Title Response Notice on or before the expiration of the Review PeriodPurchaser Title Response Date, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement Purchaser shall be deemed to have been accepted by Seller elected to waive the Title Defects and proceed to close. The term “Permitted Exceptions” as used in this Agreement shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. If Seller delivers the Statement to mean (i) rights of Objections before the expiration tenants (as tenants only) under all Leases in effect as of the Review PeriodClosing Date; (ii) liens or encumbrances arising out of any activity of Purchaser with respect to the Real Property; (iii) any matters shown in the Title Commitment to which Purchaser does not object, Buyer or for which Purchaser waives its objections; and (iv) Survey Defects to which Purchaser does not object, or for which Purchaser waives its objections. Notwithstanding anything to the contrary contained in this Agreement, except to the extent caused by Purchaser, Seller shall negotiate in good faith have an affirmative obligation to resolve such objections within thirty remove from title on or before Closing (30i) days any and all monetary liens and encumbrances incurred by, through or under Seller; (ii) any other exception to title created by, through or under Seller after the delivery Effective Date of the Statement of Objections this Agreement and to which Purchaser has not consented in writing, and (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness with such changes as may have been previously iii) any Title Defect that Seller has specifically agreed to cure in writing by Buyer and Sellerany Requirement of Seller in the Title Commitment, shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and bindingin no event will such liens or encumbrances constitute Permitted Exceptions.

Objection. On or prior to Parent shall (and shall cause the last day of the Review PeriodSurviving Corporation to), Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Statement of Objections shall upon reasonable advance notice, (i) specify in permit the Sellers Representative and its Representatives to have reasonable detail access to the nature of any disagreement so assertedbooks, records and other documents (including work papers, schedules, financial statements and memoranda) of, and include all supporting schedulesshall reasonably cooperate with the Sellers Representative in seeking to obtain work papers from Parent and the Surviving Corporation that were used in connection with the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA and provide the Sellers Representative with copies thereof, analysesin each case, working papers as reasonably requested by the Sellers Representative and other documentation, (ii) include only disagreements based provide the Sellers Representative and its Representatives reasonable access to Parent’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Sellers Representative; provided, however, that, in each case, the Sellers Representative shall conduct any such activities during normal business hours and in such a manner as not to interfere unreasonably with the business or operations of Parent and the Surviving Corporation; provided, further, that independent accountants shall not be obligated to make any work papers available to the Sellers Representative unless and until the Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such access. If the Sellers Representative (on mathematical errors behalf of the Sellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in the Actual 2017 Earnout Statement or the components Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, as applicable, the Sellers Representative shall, within ten (10) Business Days after the Sellers Representative’s receipt of such Earnout Statement, notify Parent in writing of such disagreement by setting forth (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, however, that any objections must be on the basis that the calculation of the Closing Date Statement Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (i) was not being calculated arrived at in accordance with this Section 2.06Agreement or (ii) was arrived at based on mathematical or clerical error. If the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Sellers Representative’s receipt of the applicable Earnout Statement, Parent’s calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be conclusive and (iii) specify binding upon the line item or items in the Closing Date Statement with which Seller disagrees Parties for purposes of this Agreement and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with all items and amounts included in the Closing Date Statement delivered payment of the applicable Contingent Consideration pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objectionsthis SECTION 2.7. If Seller fails an Earnout Objection Notice is timely delivered to deliver Parent, then Parent and the Statement of Objections before the expiration Sellers Representative (on behalf of the Review Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller Sellers) shall negotiate in good faith to resolve their disagreements with respect to the computation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, set forth in the relevant Earnout Statement. Any item not specifically objected to by the Sellers Representative in an Earnout Objection Notice shall be conclusive and binding upon the Parties for purposes of this Agreement. If Parent and the Sellers Representative resolve all disagreements, then the amounts agreed shall be deemed to be the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, as applicable. In the event that Parent and the Sellers Representative (on behalf of the Sellers) are unable to resolve all such objections disagreements within thirty (30) days after Parent’s receipt of such Earnout Objection Notice, Parent and the delivery Sellers Representative shall submit such remaining disagreements to the Accounting Firm. The Accounting Firm shall have exclusive jurisdiction over, and resort to the Accounting Firm as provided in this SECTION 2.7 shall be the only recourse and remedy of the Statement Parties against one another with respect to, any disputes arising out of Objections or relating to the adjustments pursuant to this SECTION 2.7. Parent and the Sellers Representative shall use commercially reasonable efforts to cause the Accounting Firm to resolve all such disagreements as soon as practicable, but in any event shall direct the Accounting Firm to render a determination within sixty (60) days after the “Resolution Period”)submission of such disagreements to the Accounting Firm. The Accounting Firm shall consider only those items and amounts in Parent’s and the Sellers Representative’s respective calculations of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, andas applicable, if that are identified as being items and amounts to which Parent and the same are so resolved within the Resolution PeriodSellers Representative have been unable to agree. In resolving any disputed item, the Closing Date Statement and Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either Party or less than the smallest value for such item claimed by either Party. The Accounting Firm’s determination of the Actual Working Capital and 2017 Adjusted EBITDA or the Actual Assumed Indebtedness with such changes 2018 Adjusted EBITDA, as may have been previously agreed in writing by Buyer and Sellerapplicable, shall be deemed based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) and on the definition of “Final Working CapitalAdjusted EBITDA” included herein. The determination of the Accounting Firm shall be conclusive and “Final Assumed Indebtedness” binding upon the Parties and shall not be final subject to appeal or further review (absent manifest error or fraud) and bindingthe amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final 2018 Adjusted EBITDA, as applicable.

Objection. On or prior to If the last day of the Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Statement of Objections shall disagrees with Buyer’s (i) specify calculation of (A) Relevant Working Capital, (B) Relevant Debt, (C) Actual Relevant Working Capital Surplus, if any, (D) Actual Relevant Working Capital Deficit, if any, (E) Cash Equivalents, (F) Transaction Expenses or (G) Actual CAPEX Deficit or (ii) calculation of the Closing Purchase Price determined using the foregoing calculations, the Seller shall deliver written notice (an “Objection Notice”) of such disagreement, specifying in reasonable detail the nature and extent of such disagreement, and the Seller’s proposed resolution to any such disagreement to Buyer on or before the 60th day following its receipt of the Final Closing Statement and Final Closing Balance Sheet (the “Adjustment Objection Period”). For the avoidance of doubt, (x) the Seller may not amend, supplement or modify the Objection Notice after the end of the Adjustment Objection Period, and (y) to the extent (1) any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentationby the Seller is not described in the Objection Notice received by Buyer, (ii2) include only disagreements based no Objection Notice is timely delivered by the Seller to Buyer or (3) the Seller provides written notice to Buyer at any time during the Adjustment Objection Period that it agrees with the calculations in the Final Closing Statement, then all matters described in the Final Closing Statement that are not objected to by the Seller in the Objection Notice will be final, conclusive and binding on mathematical errors or the components of parties and not subject to appeal. If the Closing Date Statement not being calculated Seller timely delivers an Objection Notice to Buyer delivered in accordance with this the notice provisions set forth in Section 2.069.2, Buyer and (iii) specify the line item or items Seller will endeavor to resolve any disagreements noted in the Closing Date Statement with Objection Notice in good faith during the 20 Business Days after the receipt by Buyer of such Objection Notice, or such longer period as the Buyer and Seller may mutually agree (the “Adjustment Resolution Period”). Any such disagreements that are resolved by the Buyer and Seller during the Adjustment Resolution Period shall be final, conclusive and binding on the parties and not subject to appeal. If the Buyer and Seller do not resolve all such disagreements by the end of the Adjustment Resolution Period, then they shall, within five days thereafter, commence the process to retain the Firm (or if the Firm is unable to serve as the Firm for any reason whatsoever, including for reasons of conflict of interest), the parties shall, within five days thereafter, retain the Second Firm, in which Seller disagrees and case the amount of each such line item or items as calculated by Seller. Seller Second Firm shall be deemed to have agreed be the Firm for purposes of this Agreement. In connection with all items engaging the Firm, each party agrees, if requested by the Firm, to work with the Firm to negotiate and amounts execute an engagement letter on terms reasonably satisfactory to the Seller and the Buyer, in accordance with the guidelines and procedures set forth on Exhibit F. The Buyer, the Seller and their respective Representatives will cooperate with the Firm during its resolution of any disagreements included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed Objection Notice and not otherwise resolved during the Adjustment Resolution Period. Unless otherwise agreed by the parties in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Periodwriting, the Closing Date Statement Firm shall make its determination in accordance with the guidelines and procedures set forth in this Agreement and on Exhibit F; provided that any delay in delivering such determination shall not invalidate the Actual Working Capital and Actual Assumed Indebtedness reflected in award or otherwise deprive the Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. If Seller delivers the Statement Firm of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness with such changes as may have been previously agreed in writing by Buyer and Seller, shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and bindingjurisdiction.

Objection. On or prior to the last day of the Review Period, Seller may object to the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”). The Statement of Objections Objection shall (i) specify in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or the components of the Closing Date Statement not being calculated in accordance with this Section 2.06, and (iii) specify the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness with such changes as may have been previously agreed in writing by Buyer and Seller, shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding.

Objection. On In reviewing the Post Closing Statement, the Sellers’ Representative shall have the right to discuss such matters with Parent and to review the work papers, schedules, memoranda, and other documents Parent prepared or prior caused to be prepared, or reviewed in determining each of the items set forth on the Post Closing Statement. Unless the Sellers’ Representative delivers to Parent, within ten (10) Business Days of receipt of the Post Closing Statement, written notice (an “Objection Notice”) describing its exceptions to the last day of Post Closing Statement, the Review Period, Seller may object to Post Closing Statement will be conclusive and binding on the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes Parties (the “Statement of ObjectionsDefinitive Post Closing Statement”). The Statement of Objections shall If the Sellers’ Representative submits an Objection Notice within the period set forth herein, then (i) specify in reasonable detail for ten (10) Business Days after receipt of the nature of any disagreement so assertedObjection Notice, Parent and the Sellers’ Representative shall use their Commercially Reasonable Best Efforts to agree on the Definitive Post Closing Statement, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors or lacking such agreement, the components Post Closing Statement will be referred to Deloitte & Touche, LLP (the “Independent Accountants”), to resolve the issues in dispute. The Independent Accountants’ services and authority to make a determination shall be limited in scope to the disputed issues and the amounts identified in the Objection Notice. The Independent Accountants shall apply the provisions of the Closing Date Statement not being calculated in accordance with this Section 2.062.5 to the disputed issues, and (iii) specify shall have no authority or power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The Parties shall instruct the line item or items in the Closing Date Statement with which Seller disagrees and the amount of each such line item or items as calculated by Seller. Seller shall be deemed Independent Accountants to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of Objections. If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections render its decision within thirty (30) days after the delivery of the Statement of Objections (the “Resolution Period”)engagement, and, if the same are so resolved within the Resolution Period, the Closing Date Statement which determination shall be set forth in a written statement delivered to Parent and the Actual Working Capital and Actual Assumed Indebtedness with such changes as may have been previously agreed in writing by Buyer and Seller, shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” Sellers’ Representative and shall be final conclusive and bindingbinding upon the parties for all purposes under this Agreement. The Independent Accountants shall allocate its costs and expenses between Parent and the Sellers based upon the percentage of the disputed amounts submitted to the Independent Accountants that is ultimately awarded to the Sellers, on the one hand, or Parent, on the other hand, such that the Sellers shall bear a percentage of such costs and expenses equal to the percentage of the disputed amount awarded to Parent (with any costs and expenses payable by the Sellers to be retained by Parent from the Holdback Amount) and Parent shall bear a percentage of such costs and expenses equal to the percentage of the disputed amount awarded to the Sellers. The determination of the Independent Accountants shall be final, binding and conclusive for all purposes hereunder.

Objection. On or prior If the Associates’ Representative has any objections to the last day Calculation Notice, then he or she must provide VFAM with written notice of the Review Period, Seller may object to objections within thirty (30) days following his or her receipt of the Closing Date Statement by delivering to Buyer a written statement setting forth those items that Seller disputes (the “Statement of Objections”)Calculation Notice. The Statement of Objections shall (i) specify written notice must describe in reasonable detail the nature of any disagreement so asserted, and include all supporting schedules, analyses, working papers and other documentation, (ii) include only disagreements based on mathematical errors manner in which VFAM allegedly failed to account for or calculate the components of the Closing Date Statement not being calculated Contingent Earnings in accordance with this Section 2.06Agreement. Except with respect to fraud, bad faith or willful misconduct by VFAM, the Associates’ Representative and (iii) specify the line item or items members of the Associates Group will be precluded from later raising any objection to the Contingent Earnings which is not raised in the Closing Date Statement with which Seller disagrees notice. VFAM and Associates’ Representative will use reasonable efforts to resolve any objections to the amount of each such line item or items as calculated by Seller. Seller shall be deemed to have agreed with all items and amounts included in the Closing Date Statement delivered pursuant to Section 2.06(b) except such items that are specifically disputed in the Statement of ObjectionsContingent Earnings calculation. If Seller fails to deliver VFAM and Associates’ Representative do not resolve the Statement of Objections before the expiration of the Review Period, the Closing Date Statement and the Actual Working Capital and Actual Assumed Indebtedness reflected in the Closing Date Statement shall be deemed to have been accepted by Seller and shall be deemed the “Final Working Capital” and “Final Assumed Indebtedness” and shall be final and binding. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within thirty (30) days after VFAM’s receipt of Associates’ Representative’s written notice of objections, then VFAM and Associates’ Representative will select an accounting firm mutually acceptable to them to resolve any remaining objections. If VFAM and Associates’ Representative are unable to agree on an accounting firm, they will select a nationally-recognized accounting firm (excluding their respective regular outside accounting firms) by lot. Any accounting firm agreed to or chosen in this way is hereinafter referred to as the delivery “Accountants”. The Associates’ Representative shall be under no obligation to initiate a determination by the Accountants unless and until some or all of the Statement Associates Group agree in writing to pay any fees and expenses incurred in accordance with Section 1.08(c) hereof, and deposit with the Associates’ Representative such amount of Objections money as he shall consider sufficient in his reasonable judgment to cover the estimated amount of such fees and expenses. If a dispute is submitted to the Accountants for resolution, VFAM and Associates’ Representative: (i) will exchange and furnish or make available to the “Resolution Period”Accountants at reasonable times and upon reasonable notice, the Contingent Earnings calculations, and such financial statements, work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), andincluding supporting schedules, if work papers and back-up materials used in preparing the same are so resolved within the Resolution PeriodContingent Earnings calculation, the Closing Date Statement books, records, and financial staff of VFAM, the parties’ accountants, and summaries by VFAM and the Actual Working Capital Associates’ Representative of their resolution of any objections thereto; and Actual Assumed Indebtedness (ii) will be afforded the opportunity to present to the Accountants any material relating to the Accountants’ determination, and to discuss with such changes as may have been previously agreed the Accountants in writing by Buyer a hearing with all parties present, the Accountants’ determination. The role of the Accountants will be to determine whether VFAM properly accounted for and Sellercalculated the Contingent Earnings in accordance with this Agreement. If the Accountants determine that any disputed items resulted in an incorrect determination of the Contingent Earnings, shall then the Accountants will recalculate the Contingent Earnings for the applicable Fiscal Year and so notify VFAM and Associates’ Representative. Such amount will be deemed the “Final Working Capital” Contingent Earnings. The Accountant’s determination of Contingent Earnings for the Fiscal Year in question, as set forth in a notice delivered to both parties by the Accountants, will be binding and “Final Assumed Indebtedness” and shall be final and bindingconclusive on the parties.