Adjustment Statement Dispute Resolution. If Seller timely notifies Buyer in accordance with Section 2.4.2 of an objection to the Preliminary Adjustment Statement or the Preliminary Post-Closing Adjustment, and if Buyer and Seller are unable to resolve such dispute through good-faith negotiations within 20 days after Seller delivers such notice of objection, then they shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ (the “Independent Accountants”). The Independent Accountants shall determine and report in writing to Buyer and Seller as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within 20 days after such submission or such longer period as the Independent Accountants may reasonably require, and such determinations shall be final, binding and conclusive as to Buyer, Seller, and their respective Affiliates, absent manifest error. For purposes of complying with the terms set forth in Section 2.4.1, Section 2.4.2, and Section 2.4.3, each party shall cooperate with and make available to the other parties, their respective representatives, and the Independent Accountants, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder. No party shall have any ex parte communications with the Independent Accountants. In resolving any disputed item, the Independent Accountants shall: (a) consider only those items that are in dispute; (b) choose one of the parties’ positions with respect to the disputed item(s); and (c) not modify any items that are not disputed by the parties. The fees and disbursements of the Independent Accountants shall be borne by the party (i.e., Buyer, on the one hand, or Seller, on the other hand) whose position is not accepted by the Independent Accountants.
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Adjustment Statement Dispute Resolution. If Seller Company Members timely notifies Buyer in accordance with Section 2.4.2 of an objection deliver to Iconic a Working Capital Dispute Notice, Company Members and Iconic shall use good faith efforts to resolve any such dispute. If Company Members and Iconic are able to resolve such dispute, the Preliminary Adjustment Working Capital Statement or as revised by the Preliminary Post-Closing Adjustment, Parties shall be deemed to be final and if Buyer binding on the Parties as revised. If Company Members and Seller Iconic are unable to resolve such dispute through good-faith negotiations within 20 thirty (30) days after Seller delivers Company Members’ delivery of such notice of objectionWorking Capital Dispute Notice, then they the Parties shall mutually engage and submit such dispute to, and the same shall be finally resolved in accordance with the provisions of this Agreement by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ EisnerAmper LLP (the “Independent Accountants”). In resolving any disputed item, the Independent Accountants shall: (i) be bound by the provisions of this Agreement and the definitions pertaining hereto, (ii) assign a value to any item only within the range of the differences between Iconic’s position in the Working Capital Statement and Company Members’ position in the Working Capital Dispute Notice with respect to such disputed item, (iii) restrict their decision to such items which are then in dispute, and (iv) only review (A) this Agreement, (B) the Working Capital Statement and the Working Capital Dispute Notice, and (C) any information requested by the Independent Accountants in the next sentence in resolving any matter which is in dispute. The Parties will provide the Independent Accountants with all books and records and other information and documentation in their possession reasonably relevant to the determinations to be made by it as may be requested by the Independent Accountants. The Independent Accountants shall determine and report in writing to Buyer and Seller make a written determination as to the resolution of all disputed matters submitted to the Independent Accountants and the effect of such determinations on the Preliminary Adjustment Statement and the Preliminary Post-Closing Adjustment within 20 thirty (30) days after such submission or such longer period as the Independent Accountants may reasonably requiresubmission, and such determinations determination shall be final, binding and conclusive as to Buyer, Seller, the Parties and their respective Affiliates, absent manifest error. For purposes of complying with the terms set forth in Section 2.4.1, Section 2.4.2, Affiliates and Section 2.4.3, each party shall cooperate with and make available to the other parties, their respective representatives, and the Independent Accountants, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may will be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder. No party shall have any ex parte communications with the Independent Accountants. In resolving any disputed item, the Independent Accountants shall: (a) consider only those items that are in dispute; (b) choose one of the parties’ positions with respect to the disputed item(s); and (c) not modify any items that are not disputed by the partiesneither appealable nor contestable. The fees and disbursements of the Independent Accountants Working Capital as finally determined pursuant to Section 2.01(d) or this Section 2.01(e) shall be borne by the party final Working Capital (i.e., Buyer, on the one hand, or Seller, on the other hand) whose position is not accepted by the Independent Accountants“Final Working Capital”).
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