Common use of Final Net Working Capital Adjustment Procedures Clause in Contracts

Final Net Working Capital Adjustment Procedures. (a) As soon as practicable following the Closing, but in no event later than ninety (90) days after the Closing Date, Buyer will deliver to the Archway Representative a closing statement (the “Closing Statement”) summarizing the determination of the Net Working Capital based on the combined balance sheet of the Company and JACAAB as of immediately prior to the Closing on the Closing Date and the Agreed Accounting Principles (the “Final Net Working Capital”) and showing the difference (if any) between the Final Net Working Capital and the Estimated Net Working Capital. The Closing Statement and computation of the Final Net Working Capital shall be consistent with the Closing Inventory and the Agreed Accounting Principles. (b) In connection with the Archway Representative’s review of the Closing Statement, Buyer shall provide to the Archway Representative and his authorized representatives access to relevant Books and Records and other information in accordance with Section 3.3(f). Subject to Buyer’s compliance with its obligations as set forth in Section 3.3(f), the Archway Representative may provide written notice to Buyer within thirty (30) days following the date of delivery of the Closing Statement indicating whether the Archway Representative agrees with the Closing Statement and Buyer’s calculation of Final Net Working Capital or whether the Archway Representative objects to any part thereof. Any objection made by the Archway Representative shall be in writing and accompanied by (i) materials showing in reasonable detail any specific items in Buyer’s calculation of the Final Net Working Capital disputed by the Archway Representative (each, a “Disputed Item”), (ii) a written statement setting forth the Archway Representative’s calculation of each Disputed Item and (iii) data showing in reasonable detail the Archway Representative’s support for such calculation. Any items or amounts set forth in the Closing Statement that are not included as a Disputed Item in a timely-delivered written objection as provided above shall be deemed accepted by the Archway Representative and shall be binding and final for all purposes of this Agreement. Failure of the Archway Representative to furnish a written objection of Disputed Items, together with such supporting materials, to Buyer within such 30-day period, will constitute a full and complete acceptance of the Final Net Working Capital as set forth in the Closing Statement and such Final Net Working Capital shall be binding and final for all purposes of this Agreement. (c) If there is a timely objection by the Archway Representative as provided in Section 3.3(b), then Buyer and the Archway Representative shall meet to attempt in good faith to resolve any differences in their respective positions with respect to the Disputed Items. Any mutually agreed resolution by Buyer and the Archway Representative as to any Disputed Item shall be set forth in writing and will be final, binding and conclusive. (d) If Buyer and the Archway Representative are unable to agree upon the Disputed Items within ten (10) Business Days (or such longer period as the Parties may mutually agree in writing) (the “Resolution Period”) after the delivery of a timely objection by the Archway Representative to Buyer, then the Disputed Items (but no others) may be referred by either Buyer or the Archway Representative for determination to the Chicago, Illinois office of a nationally recognized accounting firm that has no material financial or other relationship with Buyer or the Archway Parties or their respective Affiliates and that is mutually selected by Buyer and the Archway Representative. The firm selected by Buyer and the Archway Representative is referred to as the “Independent Accountant”. Buyer, on the one hand, and the Archway Representative, on the other hand, shall provide each other and the Independent Accountant a statement of their respective positions as to the amount with respect to each Disputed Item within fifteen (15) Business Days from the date of the appointment of the Independent Accountant. Failure by either Party to provide such a statement within fifteen (15) Business Days to the other Party and to the Independent Accountant shall constitute an irrevocable acceptance by such Party of the other Party’s statement as to that Disputed Item. The Independent Accountant shall agree to make a written determination as to each Disputed Item as promptly as practicable, but in any event within twenty (20) Business Days after the end of such fifteen (15)-Business Day period. The Independent Accountant shall be authorized to select only the position as to each Disputed Item as presented by either Buyer or the Archway Representative. The Parties shall make readily available to the Independent Accountant all relevant books and records relating to the Disputed Items and all other items reasonably requested by the Independent Accountant in connection with resolving the Disputed Items. Each of the Parties shall bear all costs and expenses incurred by it in connection with such proceedings, and the costs and expenses of the Independent Accountant shall be borne by each Party as determined by the Independent Accountant as to its judgment of a fair and reasonable overall allocation considering the resolution of the Disputed Items. The decision of the Independent Accountant shall be final, binding and conclusive for all purposes of this Agreement (absent manifest error in the calculations included therein) and the Final Net Working Capital shall be revised, if necessary, to reflect such decision and each shall thereupon be final and binding for all purposes of this Agreement. If at any time Buyer and the Archway Representative resolve their dispute, then, notwithstanding the preceding provisions of this Section 3.3(d), (i) the Independent Accountant’s involvement shall be promptly discontinued and the costs and expenses of the Independent Accountant will be borne 50% by Buyer and 50% by the Archway Parties, and (ii) the Final Net Working Capital shall be revised, if necessary, to reflect such resolution and thereupon shall be final and binding for all purposes of this Agreement.

Final Net Working Capital Adjustment Procedures. (ai) As soon as practicable following the Closing, but in no event No later than ninety forty-five (9045) calendar days after the Closing Date, Buyer will the Sellers shall prepare and deliver to the Archway Representative Buyer a closing final statement (the “Closing Final Net Working Capital Statement”) summarizing setting forth the determination of the actual Net Working Capital based on the combined balance sheet as of the Company and JACAAB as of immediately prior to the Closing on the Closing Date and the Agreed Accounting Principles (the “Final Net Working Capital”) and ), together with a worksheet showing the difference (difference, if any) , between the Final Net Working Capital and the Estimated Net Working Capital. The Closing Statement Buyer shall provide Sellers with reasonable access during normal business hours to its books and computation records to the extent reasonably necessary for Sellers to prepare and deliver the Final Net Working Capital Statement. (ii) For forty-five (45) calendar days following receipt of the Final Net Working Capital shall be consistent with the Closing Inventory and the Agreed Accounting Principles. (b) In connection with the Archway Representative’s review of the Closing Statement, Buyer shall provide have the right to the Archway Representative and his authorized representatives access to relevant Books and Records and other information object in accordance with Section 3.3(f). Subject to Buyer’s compliance with its obligations as set forth in Section 3.3(f), the Archway Representative may provide written notice to Buyer within thirty (30) days following the date of delivery of the Closing Statement indicating whether the Archway Representative agrees with the Closing Statement and Buyer’s calculation of Final Net Working Capital or whether the Archway Representative objects to any part thereofwriting thereto. Any such written objection made by the Archway Representative Buyer shall be in writing and accompanied by (i) materials showing in reasonable detail any specific items in Buyer’s calculation of support for its objection(s). Buyer and Sellers shall seek to resolve in good faith any differences in their respective positions with respect to the Final Net Working Capital disputed set forth on the Final Net Working Capital Statement as promptly as practicable. If Buyer and Sellers are unable to resolve any remaining disagreements and agree on the Final Net Working Capital within fifteen (15) calendar days of Sellers’ receipt of Buyer’s written objection(s), then either party hereto may thereafter advise the other that it wishes to engage Ernst & Young (or such other independent accounting firm of recognized national or regional standing in the United States as may be mutually selected by Buyer and Sellers) to resolve any remaining disagreements. In the event, however, that neither Ernst & Young nor any such mutually selected accounting firm is willing and able to serve in such capacity, or the Parties are unable to agree on such an accounting firm, then Sellers shall deliver to Buyer a list of three (3) other accounting firms of recognized national standing and Buyer shall select one (1) of such three (3) accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). Sellers and Buyer shall execute any agreement reasonably required by the Archway Representative Accountant for its engagement hereunder. The Accountant, acting as an expert and not as an arbitrator, shall be charged with determining as promptly as practicable, but in any event within sixty (each60) calendar days after the date on which such dispute is referred to the Accountant, a “Disputed Item”), (ii) a written statement setting whether the Final Net Working Capital set forth on the Archway Representative’s calculation of each Disputed Item Final Net Working Capital Statement was calculated in accordance with this Agreement and (iii) data showing in reasonable detail only with respect to the Archway Representative’s support for such calculation. Any disagreements as to the items or amounts set forth in a notice of disagreement submitted by Buyer and Sellers to the Closing Statement Accountant and any other items affected by the resolution of those disputed items, and in all instances, the Accountant’s determinations must be within the range of the amounts asserted by Buyer and Sellers) whether and to what extent, if any, the Final Net Working Capital requires adjustment. The Accountant shall allocate its costs and expenses between Buyer and Sellers based upon the percentage of the contested amount submitted to the Accountant that are not included as is ultimately awarded to Buyer on the one hand or Sellers on the other hand, such that Buyer bears a Disputed Item percentage of such costs and expenses equal to the percentage of the contested amount awarded to Sellers and Sellers, severally in proportion to their Percentage Interest, bear a timely-delivered written percentage of such costs and expenses equal to the percentage of the contested amount awarded to Buyer. If there is no timely objection by Buyer in writing as provided above above, Buyer shall be deemed accepted to have waived any rights to object to the Final Net Working Capital Statement, and the Final Net Working Capital as set forth on the Final Net Working Capital Statement prepared by the Archway Representative and Sellers shall be binding and final for all purposes of this Agreement. Failure If there is a timely objection by Buyer in writing as provided above, the agreement of the Archway Representative Parties or the determination of the Accountant, as applicable, shall be binding and final for purposes of this Agreement. (iii) The difference between the Final Net Working Capital and the Estimated Net Working Capital shall be referred to furnish a written objection of Disputed Items, together with such supporting materials, to Buyer within such 30-day period, will constitute a full and complete acceptance as the “Net Working Capital Difference.” Promptly following the final determination of the Final Net Working Capital as set forth in Section 1.5(c)(ii): If the Closing Statement and such Final Net Working Capital Difference is a positive number, Buyer shall pay to each Seller an amount in cash equal to the product of (a) the Net Working Capital Difference multiplied by (b) such Seller’s Percentage Interest; if the Net Working Capital Difference is a negative number, each Seller shall pay to Buyer an amount in cash equal to the product of (a) the absolute value of the Net Working Capital Difference multiplied by (b) such Seller’s Percentage Interest. Such amount shall be binding and final for all purposes paid, by wire transfer of this Agreement. (c) If there is a timely objection by the Archway Representative immediately available funds, to such accounts as provided in Section 3.3(b), then Sellers or Buyer and the Archway Representative shall meet to attempt in good faith to resolve any differences in their respective positions with respect to the Disputed Items. Any mutually agreed resolution by Buyer and the Archway Representative as to any Disputed Item shall be set forth designate in writing and will be final, binding and conclusive. (d) If Buyer and the Archway Representative are unable to agree upon the Disputed Items within ten (10) Business Days (or such longer period as the Parties may mutually agree in writing) (the “Resolution Period”) after the delivery of a timely objection by the Archway Representative to Buyer, then the Disputed Items (but no others) may be referred by either Buyer or the Archway Representative for determination to the Chicago, Illinois office of a nationally recognized accounting firm that has no material financial or other relationship with Buyer or the Archway Parties or their respective Affiliates and that is mutually selected by Buyer and the Archway Representative. The firm selected by Buyer and the Archway Representative is referred to as the “Independent Accountant”. Buyer, on the one hand, and the Archway Representative, on the other hand, shall provide each other and the Independent Accountant a statement of their respective positions as to the amount with respect to each Disputed Item within fifteen (15) Business Days from the date of the appointment of the Independent Accountant. Failure by either Party to provide such a statement within fifteen (15) Business Days to the other Party and to contemporaneously with the Independent Accountant shall constitute an irrevocable acceptance by such Party final determination of the other Party’s statement as to that Disputed Item. The Independent Accountant shall agree to make a written determination as to each Disputed Item as promptly as practicable, but in any event within twenty (20) Business Days after the end of such fifteen (15)-Business Day period. The Independent Accountant shall be authorized to select only the position as to each Disputed Item as presented by either Buyer or the Archway Representative. The Parties shall make readily available to the Independent Accountant all relevant books and records relating to the Disputed Items and all other items reasonably requested by the Independent Accountant in connection with resolving the Disputed Items. Each of the Parties shall bear all costs and expenses incurred by it in connection with such proceedings, and the costs and expenses of the Independent Accountant shall be borne by each Party as determined by the Independent Accountant as to its judgment of a fair and reasonable overall allocation considering the resolution of the Disputed Items. The decision of the Independent Accountant shall be final, binding and conclusive for all purposes of this Agreement (absent manifest error in the calculations included therein) and the Final Net Working Capital as set forth in Section 1.5(c)(ii). Buyer shall be revisedhave the right, if necessarybut not the obligation, to reflect such decision and each shall thereupon be final and binding for all purposes of this Agreement. If at set-off any time Buyer and the Archway Representative resolve their dispute, then, notwithstanding the preceding provisions of amounts owed to it under this Section 3.3(d)1.5(c)(iii) against any earn-out payments that may become payable to Sellers pursuant to Section 1.4 and Exhibit C hereto. Any payment made pursuant to this Section 1.5(c)(iii) shall, for Tax purposes, be deemed to be an adjustment to the Purchase Price (ias defined below) the Independent Accountant’s involvement shall be promptly discontinued and the costs and expenses of the Independent Accountant will be borne 50% by Buyer and 50% by the Archway Parties, and (ii) the Final Net Working Capital shall be revised, if necessary, payable to reflect such resolution and thereupon shall be final and binding for all purposes of this AgreementSellers.

Final Net Working Capital Adjustment Procedures. (a) As soon as practicable following Following the Closing, but for the purpose of confirming the Estimated Sellers Working Capital Payment or the Estimated Buyer Working Capital Payment, as applicable, Buyer will prepare, or cause to be prepared, a balance sheet (the “Final Closing Date Balance Sheet”) of Timco dated as of the Closing Date, which Final Closing Date Balance Sheet will be prepared in no event accordance with GAAP; provided, however, that, even if inconsistent with GAAP, the Final Closing Date Balance Sheet (and any determination of Net Working Capital derived therefrom) will not take into account (i) the transactions contemplated by this Agreement or (ii) the Aged Accounts Receivable. (b) No later than ninety (90) 75 days after the Closing Date, Buyer will deliver to the Archway Representative Sellers the Final Closing Date Balance Sheet together with a closing statement (the “Closing Statement”) summarizing the determination of worksheet showing the Net Working Capital based on derived from the combined balance sheet of the Company and JACAAB as of immediately prior to the Closing on the Final Closing Date and the Agreed Accounting Principles Balance Sheet (the “Final Net Working Capital”) and showing ). If the difference (if any) between Sellers, acting in good faith, disagree with any portion of the Final Closing Date Balance Sheet (the disputed items being the “Disputed WC Items”), then the Sellers will give written notice (a “WC Dispute Notice”) to Buyer within 20 days after the date of the delivery to the Sellers of the Final Closing Date Balance Sheet, which WC Dispute Notice will: (i) set forth the Disputed WC Items; (ii) specify in reasonable detail the Sellers’ basis for disagreement with the Final Closing Date Balance Sheet; (iii) set forth the Sellers’ proposed resolution of the Disputed WC Items (including the Sellers’ determination of Net Working Capital and the Estimated Net Working Capital. The Closing Statement and computation taking into account such proposed resolution of the Final Net Working Capital shall be consistent with the Closing Inventory Disputed WC Items); and the Agreed Accounting Principles. (biv) In connection with the Archway Representative’s review of the Closing Statement, Buyer shall provide to the Archway Representative and his authorized representatives access to relevant Books and Records and other information in accordance with Section 3.3(f). Subject to Buyer’s compliance with its obligations as set forth in Section 3.3(f), the Archway Representative may provide written notice to Buyer within thirty (30) days following the date of delivery of the Closing Statement indicating whether the Archway Representative agrees with the Closing Statement and Buyer’s calculation of Final Net Working Capital or whether the Archway Representative objects to any part thereof. Any objection made by the Archway Representative shall be in writing and accompanied by (i) include materials showing in reasonable detail any specific items in Buyer’s calculation of the Final Net Working Capital disputed by the Archway Representative (each, a “Disputed Item”), (ii) a written statement setting forth the Archway Representative’s calculation of each Disputed Item and (iii) data showing in reasonable detail the Archway Representative’s Sellers’ support for such calculationposition. Any items or amounts matters set forth in the Final Closing Statement Date Balance Sheet that are not included as a Disputed Item WC Items in a timely-timely delivered written objection as provided above shall WC Dispute Notice will be deemed accepted by the Archway Representative Sellers and shall will be binding and final for all purposes of this Agreement. Failure The failure by the Sellers to provide a WC Dispute Notice within such 20-day period or the delivery by the Sellers to Buyer during such 20-day period of the Archway Representative to furnish a written objection of Disputed Items, together with such supporting materials, notice stating that the Sellers have elected not to Buyer within such 30-day period, deliver a WC Dispute Notice will constitute a full and complete acceptance of the Final Net Working Capital Closing Date Balance Sheet as set forth in the Closing Statement determined by Buyer, and such Final Net Working Capital shall Closing Date Balance Sheet will be binding and final for all purposes of this Agreement. (c) . If there is the Sellers timely deliver a timely objection by the Archway Representative as provided in Section 3.3(b), then WC Dispute Notice and Buyer and the Archway Representative shall meet to attempt in good faith Sellers are unable to resolve any differences in their respective positions disagreement between them with respect to the Disputed Items. Any mutually agreed resolution by Buyer and the Archway Representative as to any Disputed Item shall be set forth in writing and will be final, binding and conclusive. (d) If Buyer and the Archway Representative are unable to agree upon the Disputed Items Final Closing Date Balance Sheet within ten (10) Business Days (or such longer period as the Parties may mutually agree in writing) (the “Resolution Period”) 15 days after the delivery of a timely objection such WC Dispute Notice by the Archway Representative Sellers to Buyer, then the Disputed WC Items (but no others) may be referred by either the Sellers or Buyer or the Archway Representative for determination to Ernst & Young LLP (or, if Ernst & Young LLP is unable or unwilling to serve, another nationally recognized accounting firm not affiliated with Sellers or Buyer that is mutually selected by the Chicago, Illinois office of Sellers and Buyer). If the Sellers and Buyer are unable to select a nationally recognized accounting firm within five Business Days of Ernst & Young LLP declining to accept such engagement, either the Sellers or Buyer may thereafter request that has no material financial or other relationship with the American Arbitration Association make such selection (Ernst & Young LLP, the firm selected by the Sellers and Buyer or the Archway Parties or their respective Affiliates and that is mutually selected by Buyer and the Archway Representative. The firm selected by Buyer and the Archway Representative American Arbitration Association, as applicable, is referred to as the “Independent Accountant”). Buyer, on Each of the one hand, Sellers and the Archway Representative, on the other hand, shall Buyer will provide each other and the Independent Accountant and the other with a statement of their respective positions its position as to the amount with respect to for each Disputed WC Item within fifteen (15) Business Days 15 days from the date of the appointment of referral to the Independent Accountant. Failure by either Party to provide such a statement within fifteen (15) Business Days to the other Party and to the Independent Accountant shall constitute an irrevocable acceptance by such Party of the other Party’s statement as to that Disputed Item. The Independent Accountant shall agree to will make a written determination as to each Disputed Item as promptly as practicable, but in any event within twenty (20) Business Days 30 days after the end date on which the dispute is referred to the Independent Accountant, by selecting from the position of such fifteen either the Sellers (15)-Business Day periodon the one hand) or Buyer (on the other hand) as to each Disputed WC Item. The Independent Accountant shall will be authorized to select only the position as to each Disputed WC Item as presented by either the Sellers (on the one hand) or Buyer or (on the Archway Representativeother hand). If at any time the Sellers and Buyer resolve their dispute, then notwithstanding the preceding provisions of this Section 3.2(b), the Independent Accountant’s involvement promptly will be discontinued and the Final Closing Date Balance Sheet will be revised, if necessary, to reflect such resolution and thereupon will be final and binding for all purposes of this Agreement. The Parties shall will make readily available to the Independent Accountant all relevant books and records relating to the Disputed Items Closing Date Balance Sheet and all other items reasonably requested by the Independent Accountant in connection with resolving the Disputed WC Items. Each Sellers shall pay a portion of the Parties shall bear all costs and expenses incurred by it in connection with such proceedings, and the costs and expenses of the Independent Accountant shall be borne equal to 100% multiplied by each Party as determined by a fraction, the numerator of which is the amount of the Disputed WC Items submitted to the Independent Accountant as to its judgment that are resolved in favor of a fair Buyer and reasonable overall allocation considering the resolution denominator of which is the total amount of the Disputed ItemsWC Items submitted to the Independent Accountant, and Buyer shall pay that portion of the costs and expenses of the Independent Accountant that Sellers are not required to pay hereunder. The decision of the Independent Accountant shall will be final, final and binding and conclusive for all purposes of this Agreement (absent manifest error in the calculations included therein) and the Final Net Working Capital shall Closing Date Balance Sheet will be revised, if necessary, to reflect such decision and each shall thereupon be final and binding for all purposes of this Agreement. If at any time Buyer and the Archway Representative resolve their dispute, then, notwithstanding the preceding provisions of this Section 3.3(d), (i) the Independent Accountant’s involvement shall be promptly discontinued and the costs and expenses of the Independent Accountant will be borne 50% by Buyer and 50% by the Archway Parties, and (ii) the Final Net Working Capital shall be revised, if necessary, to reflect such resolution and thereupon shall be final and binding for all purposes of this Agreement. (c) Following the final determination of the Final Closing Date Balance Sheet in accordance with Section 3.2(b) and the Aged Accounts Receivable True-Up Calculation in accordance with Section 3.3(b), the Buyer or the Sellers, as applicable, shall make or cause to be made such true-up payments to one another as are required to (i) place the Buyer and the Sellers in the same position in which they would have been had the Final Closing Date Balance Sheet and the Final Net Working Capital been known at the Closing and had the Final Net Working Capital, rather than the Estimated Net Working Capital, been used to determine the Closing Consideration at the Closing and (ii) account for the Final Buyer Aged Accounts Receivable True-Up Payment (if any) or Final Sellers Aged Accounts Receivable True-Up Payment (if any). (d) Any true-up payment required to be made by the Sellers pursuant to Section 3.2(c) is referred to as the “Final Sellers Payment.” If the Sellers are required to make the Final Sellers Payment, then Sellers will promptly (but in any event within five Business Days following the date of the final determination of the Final Closing Date Balance Sheet) pay an amount equal to the Final Sellers Payment by wire transfer of immediately available funds to an account designated by Buyer in accordance with Section 11.2. (e) Any true-up payment required to be made by the Buyer pursuant to Section 3.2(c) is referred to as the “Final Buyer Payment.” If the Buyer is required to make the Final Buyer Payment, then Buyer will promptly (but in any event within five Business Days following the date of the final determination of the Final Closing Date Balance Sheet) pay to each Seller his Pro Rata Share of the Final Buyer Payment by wire transfer of immediately available funds in accordance with the wire transfer instructions set forth on Schedule 2.2. (i) Contemporaneously with the payment of the Final Sellers Payment or the Final Buyer Payment, as applicable, the Parties shall execute and deliver to each other an amended Closing Settlement Statement that sets forth the Final Sellers Payment or the Final Buyer Payment, as applicable (and the Pro Rata Share thereof to be received by each Seller), together with each other adjustment to the Purchase Price provided for in Section 2.2. (f) Any payment made pursuant to this Section 3.2 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes unless otherwise required by applicable Legal Requirements.

Final Net Working Capital Adjustment Procedures. (a) As soon The Sellers and Buyer shall cause the Company to conduct a physical count of its inventory (the “Closing Inventory”) within two (2) Business Days prior to the Closing Date (or on such other dated as practicable following may be agreed by the ClosingParties), but which shall be jointly supervised by the Seller Representative, Buyer and Buyer’s representatives and conducted according to the inventory methods and procedures included in no event the Agreed Accounting Principles. (b) No later than ninety (90) days after the Closing Date, Buyer will deliver to the Archway Seller Representative a closing statement (the “Closing Statement”) summarizing the determination of the Net Working Capital based on the combined consolidated balance sheet of the Company and JACAAB the Company Subsidiaries as of immediately prior to the Closing on the Closing Date and the Agreed Accounting Principles (the “Final Net Working Capital”) and showing the difference (if any) between the Final Net Working Capital and the Estimated Net Working Capital. The Closing Statement and computation of the Final Net Working Capital shall be consistent with the Closing Inventory and the Agreed Accounting Principles. (bc) In connection with The Seller Representative shall have the Archway Representative’s review of the Closing Statement, Buyer shall provide to the Archway Representative and his authorized representatives access to relevant Books and Records and other information in accordance with Section 3.3(f). Subject to Buyer’s compliance with its obligations as set forth in Section 3.3(f), the Archway Representative may provide written notice to Buyer within right for thirty (30) days following the date of delivery of the Closing Statement indicating whether to object in good faith to the Archway Representative agrees with the Closing Statement and Buyer’s calculation of Final Net Working Capital or whether the Archway Representative objects to any part thereofCapital. Any objection made by the Archway Seller Representative shall be in writing and accompanied by (i) materials showing in reasonable detail any specific items in Buyer’s calculation of the Final Net Working Capital disputed by the Archway Seller Representative (each, a “Disputed Item”), (ii) a written statement setting forth the Archway Seller Representative’s calculation of each Disputed Item and (iii) data showing in reasonable detail the Archway Seller Representative’s support for such calculation. Any items or amounts set forth in the Closing Statement that are not included as a Disputed Item in a timely-delivered written objection as provided above shall be deemed accepted by the Archway Seller Representative and shall be binding and final for all purposes of this Agreement. Failure of the Archway Seller Representative to furnish a written objection of Disputed Items, together with such supporting materials, to Buyer within such 30-day period, will constitute a full and complete acceptance of the Final Net Working Capital as set forth in the Closing Statement and such Final Net Working Capital shall be binding and final for all purposes of this Agreement. (cd) If there is a timely objection by the Archway Seller Representative as provided in Section 3.3(b3.2(c), then Buyer and the Archway Seller Representative shall meet to attempt in good faith to resolve any differences in their respective positions with respect to the Disputed Items. Any mutually agreed resolution by Buyer and the Archway Seller Representative as to any Disputed Item shall be set forth in writing and will be final, binding and conclusive. (de) If Buyer and the Archway Seller Representative are unable to agree upon the Disputed Items within ten (10) Business Days (or such longer period as the Parties may mutually agree in writing) (the “Resolution Period”) after the delivery of a timely objection by the Archway Seller Representative to Buyer, then the Disputed Items (but no others) may be referred by either Buyer or the Archway Seller Representative for determination to the Chicago, Illinois office of a nationally recognized accounting firm located in Houston, Texas that has no material financial or other relationship is not affiliated with Buyer or the Archway Parties or their respective Affiliates Seller Representative and that is mutually selected by Buyer and the Archway Seller Representative). The firm selected by Buyer and the Archway Seller Representative is referred to as the “Independent Accountant”). Buyer, on the one hand, and the Archway Seller Representative, on the other hand, shall provide each other and the Independent Accountant a statement of their respective positions position as to the amount with respect to each Disputed Item within fifteen (15) Business Days from the date of the appointment of the Independent Accountant. Failure by either Party to provide such a statement within fifteen (15) Business Days to the other Party and to the Independent Accountant shall constitute an irrevocable acceptance by such Party of the other Party’s statement as to that Disputed Item. The Independent Accountant shall agree to make a written determination as to each Disputed Item as promptly as practicable, but in any event within twenty (20) Business Days after the end of such fifteen (15)-Business Day 15-day period. The Independent Accountant shall be authorized to select only the position as to each Disputed Item as presented by either Buyer or the Archway Seller Representative. The Parties shall make readily available to the Independent Accountant all relevant books and records relating to the Disputed Items and all other items reasonably requested by the Independent Accountant in connection with resolving the Disputed Items. Each of the Parties shall bear all costs and expenses incurred by it in connection with such proceedings, and the costs and expenses of the Independent Accountant with respect to each Disputed Item shall be borne by each the Party as whose position with respect to such Disputed Item is not selected by the Independent Accountant (with the cost of and expenses of such Disputed Item determined by the Independent Accountant as to its judgment of a fair and reasonable overall allocation considering the resolution of the Disputed ItemsAccountant). The decision of the Independent Accountant shall be final, binding and conclusive for all purposes of this Agreement (absent manifest error in the calculations included therein) and the Final Net Working Capital shall be revised, if necessary, to reflect such decision and each shall thereupon be final and binding for all purposes of this Agreement. If at any time Buyer and the Archway Seller Representative resolve their dispute, then, notwithstanding the preceding provisions of this Section 3.3(d3.2(e), (i) the Independent Accountant’s involvement shall be promptly discontinued and the costs and expenses of the Independent Accountant will be borne 50% by Buyer and 50% by the Archway PartiesSellers, and (ii) the Final Net Working Capital shall be revised, if necessary, to reflect such resolution and thereupon shall be final and binding for all purposes of this Agreement.