Common use of Objection Clause in Contracts

Objection. After receipt of the Final Working Capital Statement, Seller shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Working Capital Statement, and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement shall be deemed to have been accepted by Seller. 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 30 days after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Adjustment and the Final Working Capital Statement with such changes as may have been previously agreed in writing by ▇▇▇▇▇ and Seller, shall be final and binding.

Objection. After Purchaser shall have until seven (7) days after receipt of the Final Working Capital Statement, Seller shall have 30 days Title Documents (the “Review PeriodTitle Objection Deadline”) to review notify Title Company and Seller in writing (“Title Defect Notice”) of any defect in the Final Working Capital Statementtitle of the Property or any other matter deemed unacceptable to Purchaser disclosed by the Title Commitment or the Title Documents (“Title Defect”). During If Purchaser has not provided the Review PeriodTitle Defect Notice to the Title Company and Seller on or before the Title Objection Deadline, the matters identified in Schedule B of the Title Commitment shall be deemed to be “Permitted Exceptions”, but Seller and shall remain responsible for satisfying any Requirements necessary to issue the basic coverage Title Policy. Seller may notify Purchaser in writing of Seller’s Representatives shall have reasonable access election to cure the relevant books and records of ▇▇▇▇▇, Title Defect(s) noted in the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information Title Defect Notice (to the extent in Buyer’s possession“Seller Title Response Notice”) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections on or before two (defined below), provided, that such access shall be in a manner that does not interfere with the normal 2) business operations of Buyer. On or prior to the last day days after receipt of the Review Period, Title Defect Notice (“Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of ObjectionsTitle Response Date”). If Seller fails to deliver provide to Purchaser the Statement of Objections Seller Title Response Notice on or before the expiration of the Review PeriodSeller Title Response Date, the Final Working Capital Statement, and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement Seller shall be deemed to have been accepted elected not to cure the Title Defect(s). Purchaser may, by Seller. If written notice to Seller delivers the Statement of Objections before the expiration (“Purchaser Title Response Notice”) within two (2) business days after receipt of the Review PeriodSeller Title Response Notice, Buyer or the Seller Title Response Date, whichever is earlier (“Purchase Title Response Date”) (a) elect to waive such Title Defects and proceed to close; or (b) terminate this Agreement, in which case this Agreement shall terminate, the 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 the terms hereof prior to the Initial Non-Refundable Date, the entire Initial Deposit shall be returned to Purchaser and Seller shall negotiate have no claim thereto or right therein. If Purchaser fails to deliver the Purchaser Title Response Notice on or before the Purchaser Title Response Date, Purchaser shall be deemed to have elected to waive the Title Defects and proceed to close. The term “Permitted Exceptions” as used in good faith this Agreement shall be deemed to resolve such objections within 30 days mean (i) rights of tenants (as tenants only) under all Leases in effect as of the Closing 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, 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 have an affirmative obligation to remove from title on or before Closing (i) 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 this Agreement and to which Purchaser has not consented in writing, and (iii) any Title Defect that Seller has specifically agreed to cure in writing and any Requirement of Seller in the Statement of Objections but Title Commitment, and in no event later than the Closing Date (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Adjustment and the Final Working Capital Statement with will such changes as may have been previously agreed in writing by ▇▇▇▇▇ and Seller, shall be final and bindingliens or encumbrances constitute Permitted Exceptions.

Objection. After receipt of Parent shall (and shall cause the Final Working Capital StatementSurviving Corporation to), Seller shall have 30 days upon reasonable advance notice, (i) permit the “Review Period”) Sellers Representative and its Representatives to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books books, records and records of ▇▇▇▇▇other documents (including work papers, the personnel schedules, financial statements and memoranda) of, and shall reasonably cooperate with the Sellers Representative in seeking to obtain work papers prepared byfrom 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, ▇▇▇▇▇ and/or Buyerin each case, as reasonably requested by the Sellers Representative and (ii) provide the Sellers Representative and its Representatives reasonable access to Parent’s Representatives 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 extent that they relate to Sellers Representative unless and until the Final Working Capital Statement Sellers Representatives has signed a customary confidentiality and hold harmless letter relating to such historical financial information access. If the Sellers Representative (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day on behalf of the Review PeriodSellers) disagrees with Parent’s calculation of the Actual 2017 Adjusted EBITDA as set forth in the Actual 2017 Earnout Statement or the Actual 2018 Adjusted EBITDA as set forth in the Actual 2018 Earnout Statement, Seller may object to as applicable, the Final Working Capital Statement 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 delivering to Buyer a written statement setting forth Seller’s objections (in reasonable detail) the Sellers Representative’s objections (an “Earnout Objection Notice”); provided, indicating each disputed item or amount and however, that any objections must be on the basis for Seller’s disagreement therewith that the calculation of the Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA as set forth in the applicable Earnout Statement, (the “Statement of Objections”)i) was not arrived at in accordance with this Agreement or (ii) was arrived at based on mathematical or clerical error. If Seller the Sellers Representative fails to deliver an Earnout Objection Notice to Parent within ten (10) Business Days after the Statement of Objections before the expiration Sellers Representative’s receipt of the Review Period, the Final Working Capital applicable Earnout Statement, and Parent’s calculation of the Closing AdjustmentActual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be conclusive and binding upon the case may be, reflected in the Final Working Capital Statement Parties for purposes of this Agreement and shall be deemed to have been accepted by Sellerbe the Final 2017 Adjusted EBITDA or the Final 2018 Adjusted EBITDA, respectively, and Parent shall proceed with the payment of the applicable Contingent Consideration pursuant to this SECTION 2.7. If Seller delivers an Earnout Objection Notice is timely delivered to Parent, then Parent and the Statement of Objections before the expiration Sellers Representative (on behalf 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 30 thirty (30) days after Parent’s receipt of such Earnout Objection Notice, Parent and the 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 Parties against one another with respect to, any disputes arising out of 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 delivery 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 Statement of Objections but in no event later Actual 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, that are identified as being items and amounts to which Parent and the Sellers Representative have been unable to agree. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the Closing Date 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 2017 Adjusted EBITDA or the Actual 2018 Adjusted EBITDA, as applicable, shall be based solely on written materials submitted by Parent and the Sellers Representative (i.e., not on independent review) and on the definition of “Resolution Period”), and, if Adjusted EBITDA” included herein. The determination of the same are so resolved within Accounting Firm shall be conclusive and binding upon the Resolution Period, Parties and shall not be subject to appeal or further review (absent manifest error or fraud) and the Closing Adjustment amounts determined shall be deemed to be the Final 2017 Adjusted EBITDA and the Final Working Capital Statement with such changes 2018 Adjusted EBITDA, as may have been previously agreed in writing by ▇▇▇▇▇ and Seller, shall be final and bindingapplicable.

Objection. After receipt If the parties resolve all or some of the Final Working Capital Statement, Seller matters in dispute within such fifteen (15) day period then the parties shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller prepare and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final sign an Adjusted Closing Working Capital Statement reflecting such agreement which shall be deemed final and binding. As to matters which remain in dispute after such historical financial information fifteen (to the extent in Buyer’s possession15) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections day period (defined below"Unresolved Matters"), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Working Capital Statement, and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement shall be deemed final unless Buyer shall within ten (10) days after the end of such fifteen (15) day period request that the Closing Working Capital Statement be reviewed by the Accounting Firm. (e) Buyer shall give notice of its request for review by the Accounting Firm to have been accepted by Seller in writing and shall within ten (10) days after such notice submit a written statement of its position to the Accounting Firm and to Seller. If Seller delivers the Statement of Objections before the expiration may within ten (10) days of the Review PeriodBuyer submitting its written statement to the Accounting Firm respond to such written statement with its own written statement. The Accounting Firm shall consider both written statements as it performs its duties. The authority of the Accounting Firm in reviewing the Closing Working Capital Statement shall be limited to determining whether, as to the Working Capital Items included within the Unresolved Matters, the Closing Working Capital Statement accurately reflects, in accordance with the GenCorp Accounting Principles used to prepare the August Working Capital Statement, the book value or book amount of such Working Capital Items. The Accounting Firm shall not have the authority to review or make a determination with respect to any matter except the Working Capital Items included within the Unresolved Matters, it being understood that the Accounting Firm shall not be retained to conduct its own independent audit or review, but rather shall be retained only to resolve specific differences between Seller and Buyer within the range of such difference and consistent with the GenCorp Accounting Principles. Either party or the Accounting Firm may request that each of the parties present oral arguments to the Accounting Firm in the presence of the other party at any time prior to the Accounting Firm's resolution of the Unresolved Matters. The parties shall require the Accounting Firm to complete its review not later than the thirtieth (30th) day following the submission of the matter to the Accounting Firm. Buyer and Seller shall negotiate bear the fees and expenses of review by the Accounting Firm in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”), and, if the same are so resolved within proportion as the Resolution Periodratio of each parties' position is to the final determination by the Accounting Firm, as determined by the Closing Adjustment and the Final Working Capital Statement with such changes as may have been previously agreed in writing by ▇▇▇▇▇ and SellerAccounting Firm, whose determination shall be final and bindingbinding on the parties. (f) The Accounting Firm shall prepare a report of any adjustments to such

Objection. After 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 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 Final Working Capital Post Closing Statement, Seller shall have 30 days written notice (an “Objection Notice”) describing its exceptions to the Post Closing Statement, the Post Closing Statement will be conclusive and binding on the Parties (the “Review Period”) to review the Final Working Capital Definitive Post Closing Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before Sellers’ Representative submits an Objection Notice within the expiration period set forth herein, then (i) for ten (10) Business Days after receipt of the Review PeriodObjection Notice, Parent and the Final Working Capital Sellers’ Representative shall use their Commercially Reasonable Best Efforts to agree on the Definitive Post Closing Statement, and (ii) lacking such agreement, the Post Closing AdjustmentStatement will be referred to Deloitte & Touche, as the case may be, reflected in the Final Working Capital Statement shall be deemed to have been accepted by Seller. 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 30 days after the delivery of the Statement of Objections but in no event later than the Closing Date LLP (the “Resolution PeriodIndependent Accountants”), and, if to resolve the same are so resolved within issues in dispute. The Independent Accountants’ services and authority to make a determination shall be limited in scope to the Resolution Period, the Closing Adjustment disputed issues and the Final Working Capital Statement with such changes as may amounts identified in the Objection Notice. The Independent Accountants shall apply the provisions of this Section 2.5 to the disputed issues, and shall have been previously agreed in writing by ▇▇▇▇▇ and Sellerno authority or power to alter, modify, amend, add to or subtract from any term or provision of this Agreement. The Parties shall instruct the Independent Accountants to render its decision within thirty (30) days of the engagement, which determination shall be final set forth in a written statement delivered to Parent and bindingthe Sellers’ Representative and shall be conclusive and binding 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. After receipt of the Final Working Capital Statement, Seller shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Closing Date Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith those items that Seller disputes (the “Statement of Objections”). The Statement of 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 Final Closing Date Statement and the Actual Working Capital Statement, and the Closing Adjustment, as the case may be, Actual Indebtedness reflected in the Final Working Capital Closing Date Statement shall be deemed to have been accepted by SellerSeller and shall be deemed the “Final Working Capital” and “Final 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 30 thirty (30) days after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Adjustment Date Statement and the Final Actual Working Capital Statement and Actual 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 Indebtedness” and shall be final and binding.

Objection. After receipt of the Final Working Capital Statement, Seller shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Closing Date Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith 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 Final Closing Date Statement and the Actual Working Capital Statement, and the Closing Adjustment, as the case may be, Actual Assumed Indebtedness reflected in the Final Working Capital Closing Date Statement shall be deemed to have been accepted by SellerSeller 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 30 thirty (30) days after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Adjustment Date Statement and the Final Actual Working Capital Statement 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. After Seller shall have sixty (60) days following Seller’s receipt of the Final Working Capital StatementBuyer’s Closing Balance Sheet and statement of the Net Asset Amount to review, comment on or object to such Closing Balance Sheet and statement of Net Asset Amount. Buyer’s statement of the Net Asset Amount shall be deemed accepted by Seller and binding unless Seller sends Buyer a written objection thereto within such sixty (60) days. Buyer shall promptly provide Seller with all reasonably requested access and information within three (3) Business Days of such request (or later, if expressly consented to by Seller, which consent shall not be unreasonably withheld) in accordance with Section 2.3(e) below. If Seller objects to the Buyer’s statement of the Net Asset Amount, Seller shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to send Buyer a written statement setting forth objection thereto within sixty (60) days following Seller’s objections in reasonable detail, indicating each disputed item or amount and receipt thereof. In the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Working Capital Statement, and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement shall be deemed to have been accepted by Seller. If event that Seller delivers the Statement of Objections before the expiration of the Review Perioda timely written objection as aforesaid, Buyer and Seller shall negotiate work in good faith resolve the objection, but if Buyer and Seller are unable to resolve such objections objection within 30 thirty (30) days after Buyer is notified of Seller’s objection then, within five (5) Business Days after such failure to resolve the delivery matters in dispute, the matters in dispute shall be submitted for final and binding determination to the Accountants; provided, however, that in no case shall the Accountants’ determination of the Statement of Objections but in no event later Final Net Asset Amount (as defined below) be less than the Closing Date Net Asset Amount. The Accountants shall prepare their resolution statement within forty-five (45) days of appointment. The Net Asset Amount proposed by Buyer, as may be adjusted by agreement of Seller and Buyer or finally determined by the Accountants, as applicable, to reflect the resolution of any timely objections made thereto by Seller in accordance with this Section 2.3(c), shall constitute the “Resolution Period”), and, if Final Net Asset Amount” and shall be binding on the same are so resolved within parties hereto. Buyer and Seller shall each pay their own expenses of preparing and analyzing the Resolution Period, Final Net Asset Amount and resolving objections thereto; except that the Closing Adjustment fees and expenses of the Accountant shall be borne proportionately by Buyer and Seller on the basis of the discrepancy (in dollars) between the aggregate value established for all disputed items by each such party as presented to the Accountant and the Final Working Capital Statement with such changes as may have been previously agreed in writing by ▇▇▇▇▇ and Seller, shall be aggregate value of the final and bindingbinding determination of such disputed items by the Accountant.

Objection. After If the Associates’ Representative has any objections to the Calculation Notice, then he or she must provide VFAM with written notice of the objections within thirty (30) days following his or her receipt of the Final Working Capital StatementCalculation Notice. The written notice must describe in reasonable detail the manner in which VFAM allegedly failed to account for or calculate the Contingent Earnings in accordance with this Agreement. Except with respect to fraud, Seller shall have 30 bad faith or willful misconduct by VFAM, the Associates’ Representative and the members of the Associates Group will be precluded from later raising any objection to the Contingent Earnings which is not raised in the notice. VFAM and Associates’ Representative will use reasonable efforts to resolve any objections to the Contingent Earnings calculation. If VFAM and Associates’ Representative do not resolve the 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 “Review PeriodAccountants”. The Associates’ Representative shall be under no obligation to initiate a determination by the Accountants unless and until some or all of the 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 money as he shall consider sufficient in his reasonable judgment to review cover the Final Working Capital Statementestimated amount of such fees and expenses. During the Review Period, Seller and Seller’s Representatives shall have reasonable access If a dispute is submitted to the relevant books Accountants for resolution, VFAM and records of ▇▇▇▇▇Associates’ Representative: (i) will exchange and furnish or make available to the Accountants at reasonable times and upon reasonable notice, the personnel ofContingent Earnings calculations, and such financial statements, work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial other documents and information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement disputed issues as Seller the Accountants may reasonably request and are available to that party (or its independent public accountants), including supporting schedules, work papers and back-up materials used in preparing the Contingent Earnings calculation, the books, records, and financial staff of VFAM, the parties’ accountants, and summaries by VFAM and the Associates’ Representative of their resolution of any objections thereto; and (ii) will be afforded the opportunity to present to the Accountants any material relating to the Accountants’ determination, and to discuss with the Accountants in a hearing with all parties present, the Accountants’ determination. The role of the Accountants will be to determine whether VFAM properly accounted for and calculated 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, then the Accountants will recalculate the Contingent Earnings for the purpose applicable Fiscal Year and so notify VFAM and Associates’ Representative. Such amount will be deemed the Contingent Earnings. The Accountant’s determination of reviewing Contingent Earnings for the Final Working Capital Statement and to prepare a Statement of Objections (defined below)Fiscal Year in question, provided, that such access shall be as set forth in a manner that does not interfere with notice delivered to both parties by the normal business operations of Buyer. On or prior to Accountants, will be binding and conclusive on the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Working Capital Statement, and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement shall be deemed to have been accepted by Seller. 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 30 days after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Adjustment and the Final Working Capital Statement with such changes as may have been previously agreed in writing by ▇▇▇▇▇ and Seller, shall be final and bindingparties.

Objection. After receipt of the Final Working Capital Statement, Seller shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller and Warrant Holder Representative may object to the Final Working Capital Closing Date Statement by delivering to Buyer a written statement setting forth 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”). If Seller fails and Warrant Holder Representative fail to deliver the Statement of Objections before the expiration of the Review Period, the Final Working Capital Statement, Closing Date Statement and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement calculations contained therein shall be deemed to have been accepted by SellerSeller 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 to have been accepted by Seller and 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 30 thirty (30) days after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Final Closing Adjustment Date Statement and the Final Working Capital Statement calculations contained therein, in each case with such changes as may have been previously agreed in writing by ▇▇▇▇▇ Buyer, on the one hand, and SellerSeller and Warrant Holder Representative, on the other hand, shall be final and bindingbinding and shall not be subject to judicial review.

Objection. After If the Seller disagrees with Buyer’s (i) 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 Working Capital Statement, Seller shall have 30 days Closing Statement and Final Closing Balance Sheet (the “Review Adjustment Objection Period”). For the avoidance of doubt, (x) to review the Final Working Capital Statement. During Seller may not amend, supplement or modify the Review Objection Notice after the end of the Adjustment Objection Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives (y) to the extent (1) any disagreement by the Seller is not described in the Objection Notice received by Buyer, (2) 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 they relate to it agrees with the calculations in the Final Working Capital Statement and to such historical financial information (to the extent Closing Statement, then all matters described in Buyer’s possession) relating to the Final Working Capital Closing Statement that are not objected to by the Seller in the Objection Notice will be final, conclusive and binding on the parties and not subject to appeal. If the Seller timely delivers an Objection Notice to Buyer delivered in accordance with the notice provisions set forth in Section 9.2, Buyer and the Seller will endeavor to resolve any disagreements noted in the 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 reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith mutually agree (the “Statement of ObjectionsAdjustment 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 fails to deliver do not resolve all such disagreements by the Statement of Objections before the expiration end of the Review Adjustment Resolution Period, then they shall, within five days thereafter, commence the Final Working Capital Statement, and process to retain the Closing Adjustment, 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 case may be, reflected in the Final Working Capital Statement Second Firm shall be deemed to have been accepted be the Firm for purposes of this Agreement. In connection with engaging the Firm, each party agrees, if requested by Seller. If the Firm, to work with the Firm to negotiate and execute an engagement letter on terms reasonably satisfactory to the Seller delivers and the Statement 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 Objections before any disagreements included in the expiration of Objection Notice and not otherwise resolved during the Review Period, Buyer and Seller shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Adjustment Resolution Period”), and, if . Unless otherwise agreed by the same are so resolved within the Resolution Periodparties in writing, the Closing Adjustment 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 Final Working Capital Statement with such changes as may have been previously agreed in writing by ▇▇▇▇▇ and Seller, shall be final and bindingaward or otherwise deprive the Firm of jurisdiction.

Objection. After receipt of the Final Working Capital Statement, Seller shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller Stockholder Representative may object to the Final Closing Statement and the calculations of any of (A) Closing Net Working Capital Statement 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 Seller’s its objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s its disagreement therewith therewith, including documentation supporting such objections (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 Final Working Capital Statement, Closing Statement and the calculation of (A) Closing AdjustmentNet Working Capital, as (B) Closing Cash, (C) Closing Indebtedness, (D) Closing Transaction Expenses and (E) the case may be, reflected in the Final Working Capital Statement shall be Tax Liability Amount set forth therein are deemed to have been accepted by SellerSeller Stockholder Representative and shall be final, binding and conclusive for all purposes hereunder. Any calculation that is not disputed in any Statement of Objections shall also be final, binding and conclusive 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 such the objections made therein within 30 days (or such other time as Seller Stockholder Representative and Buyer agree in writing) after the delivery of the Statement of Objections but in no event later than the Closing Date (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 Adjustment and the Final Working Capital Statement with then such changes as may have been previously agreed resolution shall be evidenced in writing by ▇▇▇▇▇ and Seller, shall be final and binding.

Objection. After receipt of the Final Working Capital Statement, Seller shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Closing Working Capital Statement by delivering to Buyer a written statement setting forth 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”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Closing Working Capital Statement, Statement and the Post-Closing Adjustment, as the case may be, reflected in the Final Closing Working Capital Statement shall be deemed to have been accepted by Seller. 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 30 thirty (30) days after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Post-Closing Adjustment and the Final Closing Working Capital Statement with such changes as may have been previously agreed in writing by ▇▇▇▇▇ Buyer and Seller, 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. After Within 30 days of receipt of the Final Draft Closing Date Statement, the Vendors’ Representative may notify the Purchaser in writing of any objections it may have to the Draft Closing Date Statement and the Working Capital Statementand/or Net Debt set forth therein (an “Objection Notice”), Seller which Objection Notice will set forth the amount in dispute and 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 have 30 days (become the “Review Period”) to review Closing Date Statement” for the Final purposes hereof and the Working Capital Statementand the Net Debt set forth in the Draft Closing Date Statement will be conclusive and binding on the Parties. During the Review Period, Seller and Seller’s Representatives shall have reasonable access If an Objection Notice is so delivered to the relevant books Purchaser, then the Vendors’ Representative and records of ▇▇▇▇▇, the personnel ofPurchaser will forthwith, and work papers prepared byin any event within 15 days, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Working Capital Statement, and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement shall be deemed to have been accepted by Seller. If Seller delivers the Statement of Objections before the expiration of the Review Period, Buyer and Seller shall 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 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 but in no event later than the Closing Date 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 Adjustment Vendors’ Representative and the Final 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 Statement with such changes as may have been previously agreed in writing by ▇▇▇▇▇ and SellerNet Debt will be conclusive and binding on the Parties, shall be final absent manifest error, and bindingwill become the “Closing Date Statement” for purposes hereof.

Objection. After receipt of the Final Working Capital Statement, Seller shall have 30 days (the “Review Period”) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object in writing to the Final calculations of Closing Net Working Capital Statement Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses, by delivering to Buyer Purchasers a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or 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”). If Seller fails to deliver the Statement of Objections before prior to the expiration of the Review Period, then the Final Working Capital Statement, and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement shall will be deemed to have been accepted by Seller. If Seller delivers the a Statement of Objections before on or prior to the expiration last day of the Review Period, Buyer then Seller and Seller Purchasers shall negotiate in good faith to resolve such objections any differences that they may have with respect to the computation of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses as specified in the Final Closing Statement within 30 fifteen (15) days after the delivery receipt by Purchasers of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”). Seller shall be deemed to have agreed with all items and amounts of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses not specifically 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). Any Statement of Objections 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 Final Closing Statement not being calculated in accordance with this Section 1.04, the definitions of Closing Net Working Capital, Closing Indebtedness, Closing Cash and/or Closing Transaction Expenses and, if with respect to Closing Net Working Capital, Closing Indebtedness and Closing Cash only, the same Applicable Accounting Principles. If such objections are so resolved within the Resolution Period, the Final Closing Adjustment and the Final Working Capital Statement shall be updated with such changes as may have been previously agreed to in writing by ▇▇▇▇▇ Seller and SellerPurchasers, shall and will be final and bindingbinding on the Parties and shall not be subject to appeal or further review.

Objection. After receipt of the Final Working Capital Statement, Seller shall have 30 days (the “Review Period”a) to review the Final Working Capital Statement. During the Review Period, Seller and Seller’s Representatives shall have reasonable access to the relevant books and records of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or Buyer’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to before the last day of the Teck Review Period, Seller Teck US may object to the Final Working Capital PolyMet Closing Permitted Expenses Statement by delivering to Buyer JVCo a written statement setting forth Seller’s out Teck US's objections in reasonable detail, indicating each disputed item or amount and the basis for Seller’s Teck US's disagreement therewith (the “a "Teck Statement of Objections”"). If Seller Teck US fails to deliver the a Teck Statement of Objections before the expiration of the Teck Review Period, the Final Working Capital Statement, PolyMet Closing Permitted Expenses Statement and the Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the Final Working Capital PolyMet Closing Permitted Expenses Statement shall be deemed to have been accepted by SellerTeck US. If Seller Teck US delivers the Teck Statement of Objections before the expiration of the Teck Review Period, Buyer Teck US and Seller JVCo shall negotiate in good faith to resolve such objections within 30 days after the delivery of the Teck Statement of Objections but in no event later than the Closing Date (the “"Teck Resolution Period”"), and, if the same are so resolved within the Teck Resolution Period, the Post-Closing Permitted Expenses Adjustment and the Final Working Capital PolyMet Closing Permitted Expenses Statement with such changes as may have been previously agreed in writing by ▇▇▇▇▇ Teck US and SellerJVCo, shall be final and binding. (b) On or before the last day of the PolyMet Review Period, JVCo may object to the Teck Closing Permitted Expenses Statement by delivering to Teck US a written statement setting out JVCo's objections in reasonable detail, indicating each disputed item or amount and the basis for JVCo's disagreement therewith (a "PolyMet Statement of Objections"). If JVCo fails to deliver a PolyMet Statement of Objections before the expiration of the PolyMet Review Period, the Teck Closing Permitted Expenses Statement and the Post-Closing Permitted Expenses Adjustment, as the case may be, reflected in the Teck Closing Permitted Expenses Statement shall be deemed to have been accepted by JVCo. If JVCo delivers the PolyMet Statement of Objections before the expiration of the PolyMet Review Period, JVCo and Teck US shall negotiate to resolve such objections within 30 days after the delivery of the PolyMet Statement of Objections (the "PolyMet Resolution Period"), and, if the same are so resolved within the PolyMet Resolution Period, the Post-Closing Permitted Expenses Adjustment and the Teck Closing Permitted Expenses Statement with such changes as may have been previously agreed in writing by JVCo and Teck US, shall be final and binding.

Objection. After receipt In the event that the Shareholders’ Representative, after receiving a Financing Notice, shall give written notice to Parent and the Escrow Agent that it objects on behalf of the Final Working Capital StatementShareholders to the release from the Escrow of any number of Escrow Shares (“Letter of Objection”) within five (5) business days following the date on which the Financing Notice is delivered to the Shareholders’ Representative, Seller then the Escrow Agent shall have 30 days refrain from releasing any Escrow Shares pursuant to the Financing Notice until Shareholders’ Representative and Parent reach a compromise and deliver a compromise financing notice (the “Review PeriodCompromise Financing Notice”) to review the Final Working Capital Statement. During Escrow Agent, signed by both Parent and the Review PeriodShareholders’ Representative, Seller and Seller’s Representatives shall have reasonable access directing the Escrow Agent to release the Escrow Shares pursuant to the relevant terms of the Compromise Financing Notice. If the Shareholder Representative and Parent are unable to settle and reach a compromise regarding the Financing Notice within five (5) business days of receipt by Parent of the Shareholders’ Representative’s Letter of Objection, then Parent shall cause its public accounting firm to calculate the number of Escrow Shares to be released from the Escrow based on Parent’s books and records and the provisions of ▇▇▇▇▇, the personnel of, and work papers prepared by, ▇▇▇▇▇ and/or BuyerExchange Agreement. The determination by Parent’s Representatives to the extent that they relate to the Final Working Capital Statement and to such historical financial information (to the extent in Buyer’s possession) relating to the Final Working Capital Statement as Seller may reasonably request for the purpose of reviewing the Final Working Capital Statement and to prepare a Statement of Objections (defined below), provided, that such access public accounting firm shall be in a manner that does not interfere with the normal business operations of Buyer. On or prior to the last day of the Review Period, Seller may object to the Final Working Capital Statement by delivering to Buyer a written statement setting forth Seller’s objections in reasonable detail, indicating each disputed item or amount writing and the basis for Seller’s disagreement therewith (the “Statement of Objections”). If Seller fails to deliver the Statement of Objections before the expiration of the Review Period, the Final Working Capital Statement, and the Closing Adjustment, as the case may be, reflected in the Final Working Capital Statement shall be deemed to have been accepted by Seller. 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 30 days after the delivery of the Statement of Objections but in no event later than the Closing Date (the “Resolution Period”), and, if the same are so resolved within the Resolution Period, the Closing Adjustment and the Final Working Capital Statement with such changes as may have been previously agreed in writing by ▇▇▇▇▇ and Seller, determination shall be final and bindingbinding on the Parties. Parent shall immediately provide the Shareholders’ Representative and the Escrow Agent notice of the written determination by Parent’s public accounting firm and the Escrow Agent shall promptly transfer that number of Escrow Shares as directed in such determination.