Resolution of Objections. SunSource and the Partnership shall discuss the objections set forth in the Statement of Objections in good faith and shall attempt to resolve such objections by mutual written agreement. If the Parties reach such an agreement, such agreement shall be reflected in a written amendment to the Closing Date Balance Sheet signed by each of SunSource and the Partnership, and such Closing Date Balance Sheet, as so amended, shall be the Final Closing Date Balance Sheet (and the resultant Closing Net Working Capital and Closing Net Tangible Asset Value, each as reflected in and calculated from such Final Closing Date Balance Sheet, as amended, shall be the Final Closing Net Working Capital and the Final Closing Net Tangible Asset Value) and shall become binding upon the SunSource Entities and the Partnership for purposes of the post-closing adjustments set forth in this Section 2.3. If SunSource and the Partnership do not reach such written agreement by the close of business on the thirtieth (30th) day following delivery to the Partnership of the Statement of Objections, the Partnership and SunSource will jointly select the New York office of one of the five (5) largest United States independent certified public accountants (other than PriceWaterhouseCoopers and Ernst & Young) that has no material business relationships with the Partnership or SunSource or its Affiliates (the "Accounting Expert"), who, acting as an expert and not as an arbitrator, shall resolve those matters still in dispute with respect to the Closing Date Balance Sheet and, as applicable, the Closing Net Working Capital and Closing Net Tangible Asset Value. If the Partnership and SunSource fail to agree on an Accounting Expert within forty-five (45) Business Days after the receipt by the Partnership of the Statement of Objections, either the Partnership or SunSource may request the American Arbitration Association to appoint such an Accounting Expert (or another accounting firm if all five accounting firms decline to or are disqualified from accepting the dispute), and such appointment shall be conclusive and binding upon the Partnership and the SunSource Entities. Any adjustments to the Closing Date Balance Sheet made by the Accounting Expert shall be the Final Closing Date Balance Sheet (and any adjustments to either the Closing Net Working Capital or the Closing Net Tangible Asset Value shall be the Final Closing Net Working Capital or the Final Closing Net Tangible Asset Value, as applicable). The Accounting Expert's resolution of the matters in dispute shall be final and binding on the Partnership and the SunSource Entities. The Accounting Expert shall make a determination as soon as practicable and in any event within thirty (30) days (or such other time as the Partnership and SunSource shall agree in writing) after its engagement. The Partnership and SunSource agree that any adjustments made pursuant to this Section 2.3 shall be made without regard to materiality. Notwithstanding any other provision of this Agreement, including, but not limited to, any provision stating that remedies shall be cumulative and not exclusive, this Section 2.3(c) provides the sole and exclusive method for resolving any and all disputes of each and every nature whatever that may arise between or among the parties with respect to the Closing Net Tangible Asset Value, the Closing Net Working Capital and the Closing Date Balance Sheet. All Parties hereto and their respective Affiliates and Representatives hereby irrevocably waive, relinquish and surrender all rights to, and agree that they will not attempt to, resolve any such dispute or disputes in any manner other than as set forth in this Section 2.3(c), including, but not limited to, through litigation. All Parties hereto and their respective Affiliates and Representatives further agree that if one or more of them should initiate any attempt to resolve any such dispute or disputes in any manner other than the sole and exclusive manner set forth in this Section 2.3(c), such initiators shall pay and reimburse all fees, costs and expenses incurred by any other Party as a result of, in connection with or related to said attempt or attempts.
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Resolution of Objections. SunSource (i) Seller and the Partnership Purchaser shall discuss the objections set forth in the Statement of Objections in good faith and shall attempt to resolve such objections by mutual written agreementobjections. If the Parties Seller and Purchaser reach such an agreementagreement with respect to any objection, such agreement shall be reflected in a written amendment to the Closing Date Balance Sheet signed by each of SunSource Seller and Purchaser and shall be conclusive, final and binding on the Partnership, and such parties hereto. The Closing Date Balance Sheet, as so amendedamended finally by the parties, shall be and, if necessary, by the Final Closing Date Balance Sheet Accounting Expert, is referred to herein as the "FINAL CLOSING DATE BALANCE SHEET" (and the resultant Closing Net Working Capital and Closing Net Tangible Asset Value, each as reflected in and calculated from such Final Closing Date Balance Sheet, Sheet is referred to herein as amended, shall be the Final Closing Net Working Capital and the Final Closing Net Tangible Asset Value"FINAL CLOSING NET WORKING CAPITAL") and shall become binding upon the SunSource Entities Seller, its Affiliates and the Partnership Purchaser for purposes of the post-closing adjustments set forth in this Section 2.3. SECTION 1.4.
(ii) If SunSource Seller and the Partnership Purchaser do not reach such written agreement by the close of business on the thirtieth fourteenth (30th14th) day following delivery to the Partnership Purchaser of the Statement of Objections, the Partnership Purchaser and SunSource Seller will jointly select the New York Chicago office of one of the five three (53) largest United States independent certified public accountants (other than PriceWaterhouseCoopers and Ernst & YoungYoung LLP and Arth▇▇ ▇▇▇e▇▇▇▇ ▇▇▇) that has no material business relationships with the Partnership or SunSource or its Affiliates (the "Accounting ExpertACCOUNTING EXPERT"), whowhich, acting as an expert and not as an arbitrator, shall resolve those matters still in dispute with respect to the Closing Date Balance Sheet and, as applicable, and the Closing Net Working Capital and Closing Net Tangible Asset ValueCapital. If the Partnership Purchaser and SunSource Seller fail to agree on an Accounting Expert within forty-five fifteen (4515) Business Days days after the receipt by the Partnership Purchaser of the Statement of Objections, either the Partnership Purchaser or SunSource Seller may request the American Arbitration Association to appoint such an Accounting Expert (or another accounting firm if all five three (3) accounting firms decline to accept or are disqualified from accepting the dispute), and such appointment shall be conclusive and binding upon Seller and its Affiliates and Purchaser.
(iii) Within ten (10) days after the Partnership engagement of the Accounting Expert, Seller and Purchaser shall provide the Accounting Expert with copies of (A) this Agreement, (B) the schedule setting forth the Target Net Working Capital, (C) the Closing Date Balance Sheet and the SunSource Entities. Any adjustments Schedule of Closing Net Working Capital, (D) any amendments to the Closing Date Balance Sheet, (E) the Subsequent Financial Statements, (F) the Final Stub Period Financial Statements (if then available), (G) the Statement of Objections and (H) a written submission from each of Seller and Purchaser setting forth their respective positions with respect to each item remaining in dispute that was also described in the Statement of Objections or, in the case of Purchaser, other matters arising directly out of such remaining items in the Statement of Objections.
(iv) The Accounting Expert's engagement will be limited to (A) reviewing the items placed in dispute pursuant to clause (iii)(H) above, (B) reviewing the written submissions provided by Seller and Purchaser pursuant to clause (iii)(H) above, (C) determining the appropriate and correct amounts for any item in dispute in the Closing Net Working Capital in accordance with SECTION 1.4(a) hereof; PROVIDED, that in resolving a disputed item, the Accounting Expert may not assign a value of any particular item greater than the greatest value of such item claimed by either party or less than the smallest value for such item claimed by either party, in each case as presented to the Accounting Expert and (D) preparing the Final Closing Date Balance Sheet and calculating the Final Closing Net Working Capital, which will include those amounts in the Closing Date Balance Sheet accepted by Seller pursuant to SECTION 1.4(b), those amounts agreed to by Seller and Purchaser in any written amendment to the Closing Date Balance Sheet made and those amounts determined by the Accounting Expert pursuant to subclause (C) of this clause (iv).
(v) The Accounting Expert shall be complete its preparation of the Final Closing Date Balance Sheet (and any adjustments to either the Closing Net Working Capital or the Closing Net Tangible Asset Value shall be the Final Closing Net Working Capital or the Final Closing Net Tangible Asset Value, as applicable). The Accounting Expert's resolution of the matters in dispute shall be final and binding on the Partnership and the SunSource Entities. The Accounting Expert shall make a determination as soon as practicable and in any event within thirty forty-five (3045) days after its engagement (or such other time as the Partnership Purchaser and SunSource Seller shall agree in writing), and shall deliver a copy of the Final Closing Date Balance Sheet (and the associated calculation of the Final Closing Net Working Capital) after its engagementto Seller and to Purchaser, together with a report setting forth each disputed adjustment, the Accounting Expert's determination with respect thereto and a statement of the Accounting Expert's reasons for such determination. The Partnership Final Closing Date Balance Sheet prepared by the Accounting Expert and SunSource agree that any adjustments made pursuant to this Section 2.3 the Final Closing Net Working Capital calculated by the Accounting Expert shall be made without regard to materiality. conclusive and binding on Seller and its Affiliates and Purchaser and its Affiliates.
(vi) Notwithstanding any other provision of this Agreement, including, but not limited to, any provision stating that remedies shall be cumulative and not exclusive, this Section 2.3(c) SECTION 1.4 provides the sole and exclusive method for resolving any and all disputes of each and every nature whatever that may arise between or among the parties with respect to the Closing Net Tangible Asset Value, the Closing Net Working Capital and the Closing Date Balance Sheet. All Parties parties hereto and their respective Affiliates and Representatives hereby irrevocably waive, relinquish and surrender all rights to, and agree that they will not attempt to, to resolve any such dispute or disputes in any manner other than as set forth in this Section 2.3(cSECTION 1.4(c), including, but not limited to, through litigation. All Parties parties hereto and their respective Affiliates and Representatives further agree that if one or more of them should initiate any attempt to resolve any such dispute or disputes in any manner other than the sole and exclusive manner set forth in this Section 2.3(cTHIS SECTION 1.4(c), such initiator or initiators shall pay and reimburse all fees, costs and expenses incurred by any other Party party hereto as a result of, in connection with or related to said attempt or attempts. The parties hereto intend their respective agreements in this SECTION 1.4(c) to be binding on all of their respective Affiliates and Representatives that seek to assert any claim or action in their name or on their behalf.
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Resolution of Objections. SunSource (i) Seller and the Partnership Purchaser shall discuss the objections set forth in the Statement of Objections in good faith and shall attempt to resolve such objections by mutual written agreementobjections. If the Parties Seller and Purchaser reach such an agreementagreement with respect to any objection, such agreement shall be reflected in a written amendment to the Closing Date Balance Sheet signed by each of SunSource Seller and Purchaser and shall be conclusive, final and binding on the Partnership, and such parties hereto. The Closing Date Balance Sheet, as so amendedamended finally by the parties, shall be and, if necessary, by the Final Closing Date Balance Sheet Accounting Expert, is referred to herein as the "FINAL CLOSING DATE BALANCE SHEET" (and the resultant Closing Net Working Capital and Closing Net Tangible Asset Value, each as reflected in and calculated from such Final Closing Date Balance Sheet, Sheet is referred to herein as amended, shall be the Final Closing Net Working Capital and the Final Closing Net Tangible Asset Value"FINAL CLOSING NET WORKING CAPITAL") and shall become binding upon the SunSource Entities Seller, its Affiliates and the Partnership Purchaser for purposes of the post-closing adjustments set forth in this Section 2.3. SECTION 1.4.
(ii) If SunSource Seller and the Partnership Purchaser do not reach such written agreement by the close of business on the thirtieth fourteenth (30th14th) day following delivery to the Partnership Purchaser of the Statement of Objections, the Partnership Purchaser and SunSource Seller will jointly select the New York Chicago office of one of the five three (53) largest United States independent certified public accountants (other than PriceWaterhouseCoopers and Ernst & YoungYoung LLP and Arthur Andersen LLP) that has no material business relationships with the Partnership or SunSource or its Affiliates (the "Accounting ExpertACCOUNTING EXPERT"), whowhich, acting as an expert and not as ex▇▇▇▇ ▇n▇ ▇▇▇ ▇▇ an arbitrator, shall resolve those matters still in dispute with respect to the Closing Date Balance Sheet and, as applicable, and the Closing Net Working Capital and Closing Net Tangible Asset ValueCapital. If the Partnership Purchaser and SunSource Seller fail to agree on an Accounting Expert within forty-five fifteen (4515) Business Days days after the receipt by the Partnership Purchaser of the Statement of Objections, either the Partnership Purchaser or SunSource Seller may request the American Arbitration Association to appoint such an Accounting Expert (or another accounting firm if all five three (3) accounting firms decline to accept or are disqualified from accepting the dispute), and such appointment shall be conclusive and binding upon Seller and its Affiliates and Purchaser.
(iii) Within ten (10) days after the Partnership engagement of the Accounting Expert, Seller and Purchaser shall provide the Accounting Expert with copies of (A) this Agreement, (B) the schedule setting forth the Target Net Working Capital, (C) the Closing Date Balance Sheet and the SunSource Entities. Any adjustments Schedule of Closing Net Working Capital, (D) any amendments to the Closing Date Balance Sheet, (E) the Subsequent Audited Financial Statements, (F) the Final Stub Period Financial Statements (if then available), (G) the Statement of Objections and (H) a written submission from each of Seller and Purchaser setting forth their respective positions with respect to each item remaining in dispute that was also described in the Statement of Objections or, in the case of Purchaser, other matters arising directly out of such remaining items in the Statement of Objections.
(iv) The Accounting Expert's engagement will be limited to (A) reviewing the items placed in dispute pursuant to clause (iii)(H) above, (B) reviewing the written submissions provided by Seller and Purchaser pursuant to clause (iii)(H) above, (C) determining the appropriate and correct amounts for any item in dispute in the Closing Net Working Capital in accordance with SECTION 1.4(a) hereof; PROVIDED, that in resolving a disputed item, the Accounting Expert may not assign a value of any particular item greater than the greatest value of such item claimed by either party or less than the smallest value for such item claimed by either party, in each case as presented to the Accounting Expert and (D) preparing the Final Closing Date Balance Sheet and calculating the Final Closing Net Working Capital, which will include those amounts in the Closing Date Balance Sheet accepted by Seller pursuant to SECTION 1.4(b), those amounts agreed to by Seller and Purchaser in any written amendment to the Closing Date Balance Sheet made and those amounts determined by the Accounting Expert pursuant to subclause (C) of this clause (iv).
(v) The Accounting Expert shall be complete its preparation of the Final Closing Date Balance Sheet (and any adjustments to either the Closing Net Working Capital or the Closing Net Tangible Asset Value shall be the Final Closing Net Working Capital or the Final Closing Net Tangible Asset Value, as applicable). The Accounting Expert's resolution of the matters in dispute shall be final and binding on the Partnership and the SunSource Entities. The Accounting Expert shall make a determination as soon as practicable and in any event within thirty forty-five (3045) days after its engagement (or such other time as the Partnership Purchaser and SunSource Seller shall agree in writing), and shall deliver a copy of the Final Closing Date Balance Sheet (and the associated calculation of the Final Closing Net Working Capital) after its engagementto Seller and to Purchaser, together with a report setting forth each disputed adjustment, the Accounting Expert's determination with respect thereto and a statement of the Accounting Expert's reasons for such determination. The Partnership Final Closing Date Balance Sheet prepared by the Accounting Expert and SunSource agree that any adjustments made pursuant to this Section 2.3 the Final Closing Net Working Capital calculated by the Accounting Expert shall be made without regard to materiality. conclusive and binding on Seller and its Affiliates and Purchaser and its Affiliates.
(vi) Notwithstanding any other provision of this Agreement, including, but not limited to, any provision stating that remedies shall be cumulative and not exclusive, this Section 2.3(c) SECTION 1.4 provides the sole and exclusive method for resolving any and all disputes of each and every nature whatever that may arise between or among the parties with respect to the Closing Net Tangible Asset Value, the Closing Net Working Capital and the Closing Date Balance Sheet. All Parties parties hereto and their respective Affiliates and Representatives hereby irrevocably waive, relinquish and surrender all rights to, and agree that they will not attempt to, to resolve any such dispute or disputes in any manner other than as set forth in this Section 2.3(cSECTION 1.4(c), including, but not limited to, through litigation. All Parties parties hereto and their respective Affiliates and Representatives further agree that if one or more of them should initiate any attempt to resolve any such dispute or disputes in any manner other than the sole and exclusive manner set forth in this Section 2.3(cTHIS SECTION 1.4(c), such initiator or initiators shall pay and reimburse all fees, costs and expenses incurred by any other Party party hereto as a result of, in connection with or related to said attempt or attempts. The parties hereto intend their respective agreements in this SECTION 1.4(c) to be binding on all of their respective Affiliates and Representatives that seek to assert any claim or action in their name or on their behalf.
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