Common use of Resolution of Objections Clause in Contracts

Resolution of Objections. (i) Following receipt of any Objection Notice, Seller and Buyer shall discuss in good faith the applicable objections set forth therein for a period of thirty (30) days from such receipt and shall, during such period, attempt to resolve the matter or matters in dispute by mutual written agreement. If the parties reach such an agreement, such agreement shall be confirmed in writing, the Final Closing Statement shall be revised to reflect such agreement, and such Final Closing Statement, as so revised, shall thereafter be final and binding upon Seller and Buyer for purposes of any post-Closing adjustment pursuant to this Section 1.9. (ii) If Buyer and Seller are unable to reach a mutual agreement in whole or in part in accordance with Section 1.9(b)(i) during the thirty (30) day period referred to therein, then the Des Moines, Iowa office of KPMG LLP (the "Accounting Firm") shall be engaged to resolve those matters still in dispute with respect to the Final Closing Statement. In connection with engaging the Accounting Firm, each party agrees, if requested by the Accounting Firm, to execute an engagement letter on terms reasonably satisfactory to Seller and Buyer. The Accounting Firm shall make a final and binding resolution of the disputes or disagreements between Buyer and Seller with respect to the Final Closing Statement. The Accounting Firm shall be instructed that, in making its final and binding resolution, it must select a position with respect to the Final Closing Statement that is (A) exactly the final position of Buyer (as set forth in the Final Closing Statement), (B) exactly the final position of Seller (as set forth in the Objection Notice), or (C) between the final position of Buyer and the final position of Seller, and that it must make its final and binding resolution within thirty (30) days of its selection. In any event, the Accounting Firm shall select such a position by applying the principles and methods applied in preparing the Preliminary Closing Statement and the Final Closing Statement. No appeal from such determination shall be permitted. (iii) The costs and expenses for the services of the Accounting Firm (the "Accounting Firm Expenses") shall be borne as follows: if the position selected by the Accounting Firm is exactly the final position of either Buyer or Seller, the party whose position was not selected shall pay the Accounting Firm Expenses; if the position selected by the Accounting Firm is between the final position of Buyer and Seller, the party whose position is closest to the position selected by the Accounting Firm (the "Prevailing Party") shall pay a percentage of the Accounting Firm Expenses calculated by dividing the positive difference between the position of the Prevailing Party and the position of the Accounting Firm by the total positive difference between the position of the Prevailing Party and the position of the non-Prevailing Party. The non-Prevailing Party shall pay the remainder of the Accounting Firm Expenses. Subject to the foregoing sentences regarding the allocation of the Accounting Firm Expenses, all other fees and expenses of Seller relating exclusively to matters described in this Section 1.9 shall be borne by Seller, and all other fees and expenses of Buyer relating exclusively to matters described in this Section 1.9 shall be borne by Buyer. Seller and Buyer shall fully cooperate with each other and with the Accounting Firm to resolve any dispute.

Resolution of Objections. If the Seller and the Buyer do not resolve all of their disagreements with respect to the proposed adjustments set forth in the Objections within 15 days following the completion of the Seller’s response to the Objections, they shall refer any remaining disagreements with respect to the Objections to the CPA Firm that, acting as experts and not as arbitrators, shall determine, in accordance with Sections 2.9(c) and 2.9(d), and only with respect to the remaining items of disagreement so submitted (and within the range of dispute between the Seller’s Objection and the applicable statement of the Buyer with respect to each such item), whether and to what extent the (i) Following receipt of any Objection NoticeFinal Working Capital Statement or (ii) Final EBU Statement, as the case may be, require adjustment. The Buyer and the Seller shall instruct the CPA Firm to deliver its written determination to the Buyer and the Seller no later than 60 days after the remaining differences underlying the Objections are referred to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon the Buyer, the Seller and their respective Affiliates and may not be challenged or appealed in any tribunal by any party. The Buyer and the Seller shall discuss in good faith make available to the applicable objections set forth therein for a period CPA Firm all relevant books and records and any work papers (including those of thirty (30the parties’ respective accountants, to the extent permitted by such accountants) days from such receipt and shall, during such period, attempt relating to resolve the matter or matters in dispute by mutual written agreement. If the parties reach such an agreement, such agreement shall be confirmed in writingFinal Working Capital Statement, the Final Closing EBU Statement and the Objections and all other items reasonably requested by the CPA Firm in connection therewith. If either party fails to reasonably cooperate with the CPA Firm or provide supporting information requested by the CPA Firm within 30 days after such request, then such party shall be revised to reflect such agreementin breach of this Agreement, and such Final Closing Statement, as so revised, shall thereafter which breach may be final and binding upon Seller and Buyer for purposes of any post-Closing adjustment pursuant to this Section 1.9. (ii) If Buyer and Seller are unable to reach a mutual agreement in whole or in part remedied in accordance with Section 1.9(b)(i) during the thirty (30) day period referred 9.10 relating to therein, then the Des Moines, Iowa office of KPMG LLP (the "Accounting Firm") shall be engaged to resolve those matters still in dispute with enforcement. With respect to any Objection, the Final Closing Statement. In connection with engaging the Accounting Firm, each party agrees, if requested by the Accounting Firm, to execute an engagement letter on terms reasonably satisfactory to Seller fees and Buyer. The Accounting Firm shall make a final and binding resolution disbursements of the disputes or disagreements between Buyer and Seller with respect to the Final Closing Statement. The Accounting Firm shall be instructed that, in making its final and binding resolution, it must select a position with respect to the Final Closing Statement that is (A) exactly the final position of Buyer (as set forth in the Final Closing Statement), (B) exactly the final position of Seller (as set forth in the Objection Notice), or (C) between the final position of Buyer and the final position of Seller, and that it must make its final and binding resolution within thirty (30) days of its selection. In any event, the Accounting Firm shall select such a position by applying the principles and methods applied in preparing the Preliminary Closing Statement and the Final Closing Statement. No appeal from such determination shall be permitted. (iii) The costs and expenses for the services of the Accounting Firm (the "Accounting Firm Expenses") shall be borne as follows: if the position selected by the Accounting Firm is exactly the final position of either Buyer or Seller, the party whose position was not selected shall pay the Accounting Firm Expenses; if the position selected by the Accounting Firm is between the final position of Buyer and Seller, the party whose position is closest to the position selected by the Accounting Firm (the "Prevailing Party") shall pay a percentage of the Accounting Firm Expenses calculated by dividing the positive difference between the position of the Prevailing Party and the position of the Accounting Firm by the total positive difference between the position of the Prevailing Party and the position of the non-Prevailing Party. The non-Prevailing Party shall pay the remainder of the Accounting Firm Expenses. Subject to the foregoing sentences regarding the allocation of the Accounting Firm Expenses, all other fees and expenses of Seller relating exclusively to matters described in this Section 1.9 Independent Accountants shall be borne by Seller, (i) Seller in the proportion that the aggregate amount of the Disputed Items submitted to the Independent Accountants that are unsuccessfully disputed by the Seller bears to the aggregate amount in dispute and all other fees and expenses (ii) by the Buyer in the proportion that the aggregate amount of the Disputed Items submitted to the Independent Accountants that are unsuccessfully disputed by the Buyer relating exclusively bears to matters described the aggregate amount in this Section 1.9 shall be borne by Buyer. Seller and Buyer shall fully cooperate with each other and with the Accounting Firm to resolve any dispute.

Resolution of Objections. (i) Following receipt of any an Objection Notice, Seller the Stockholders’ Representative and Buyer shall discuss in good faith the applicable objections set forth therein for a period of thirty fifteen (3015) days from such receipt and shall, during such period, attempt to resolve the matter or matters in dispute by mutual written agreement. If the parties reach such an agreement, such agreement shall be confirmed in writing, writing and shall revise the Final applicable Closing Statement shall be revised Statements to reflect such agreement, and such Final Closing Statement, as so revised, which agreement shall thereafter be final and binding upon Seller the Stockholders and Buyer for purposes of any post-Closing closing adjustment pursuant to this Section 1.91.16. (ii) If Buyer and Seller the Stockholders’ Representative are unable to reach a mutual agreement in whole or in part in accordance with Section 1.9(b)(i1.16(b)(i) during the thirty fifteen (3015) day period referred to therein, then the Des Moines, Iowa office of KPMG LLP a mutually acceptable “Big Four” national accounting firm (the "“Accounting Firm"”) shall be engaged to resolve those matters still in dispute with respect to the Final applicable Closing StatementStatements. If Buyer and the Stockholders’ Representative are unable to agree on a mutually acceptable Accounting Firm within ten (10) days following the expiration of the fifteen (15) day period referred to in Section 1.16(b)(i), the Accounting Firm shall immediately be chosen by lot from among the “Big Four” national accounting firms, excluding any such firms that then provide or within the previous 12 months have provided any services to Buyer or the Stockholders’ Representative. In connection with engaging the Accounting Firm, each party agreesBuyer and the Stockholders’ Representative agree, if requested by the Accounting Firm, to execute an engagement letter on terms reasonably satisfactory to Seller Buyer and Buyerthe Stockholders’ Representative. The Accounting Firm shall make a final and binding resolution of the disputes or disagreements between Buyer and Seller with respect to the Final Closing StatementStockholders’ Representative. The Accounting Firm shall be instructed that, in making its final and binding resolution, it must select a position with respect to the Final applicable Closing Statement Statements that is (A) either exactly the final position of Buyer (as set forth in the Final applicable Closing Statement), (B) exactly or the final position of Seller Stockholders’ Representative (as set forth in the Objection Notice), ) or (C) between the final position of Buyer and the final position of Seller, the Stockholders’ Representative and that it must make its final and binding resolution within thirty (30) days of its selection. In any event, the Accounting Firm shall select such a position by applying the principles and methods applied set forth in preparing the Preliminary Closing Statement and the Final Closing Statementthis Agreement. No appeal from such determination shall be permitted. (iii) . The costs and expenses for the services of the Accounting Firm (the "“Accounting Firm Expenses"”) shall be borne as follows: if allocated between Buyer, on the position selected by one hand, and the Accounting Firm is exactly Stockholders’ Representative, on the final position other hand, based upon the percentage which the portion of either Buyer or Seller, the contested amount not awarded to each party whose position was not selected shall pay the Accounting Firm Expenses; if the position selected by the Accounting Firm is between the final position of Buyer and Seller, the party whose position is closest bears to the position selected amount actually contested by the Accounting Firm (the "Prevailing Party") shall pay a percentage of the Accounting Firm Expenses calculated by dividing the positive difference between the position of the Prevailing Party and the position of the Accounting Firm by the total positive difference between the position of the Prevailing Party and the position of the non-Prevailing Party. The non-Prevailing Party shall pay the remainder of the Accounting Firm Expensessuch party. Subject to the foregoing sentences regarding the allocation of the Accounting Firm Expenses, all other fees and expenses of Seller the Stockholders’ Representative relating exclusively to matters described in this Section 1.9 1.16 shall be borne by Sellerthe Stockholders, and all other fees and expenses of Buyer relating exclusively to matters described in this Section 1.9 1.16 shall be borne by Buyer. Seller The Stockholders’ Representative and Buyer shall fully cooperate with each other and with the Accounting Firm to resolve any dispute.