Common use of Working Capital Statement Clause in Contracts

Working Capital Statement. Buyer shall (a) prepare, with the cooperation of Seller, a statement (“Working Capital Statement”) showing a clear and detailed calculation of the Working Capital Excess or Working Capital Deficit, as the case may be, and (b) deliver the Working Capital Statement to Seller at the same time as the Closing Balance Sheet is delivered to Seller under Section 2.3. Seller shall notify Buyer in writing of any objections to the Working Capital Statement and/or Closing Balance Sheet within thirty (30) days after Seller receives the Working Capital Statement and the Closing Balance Sheet. If Seller does not notify Buyer of any such objections by the end of that thirty-day period, then the Working Capital Statement and the Closing Balance Sheet shall each be considered final on the last day of that thirty-day period. If Seller does notify Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of Seller and Buyer shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolution, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Buyer, Seller shall pay the costs of the Arbiter. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Seller, Buyer shall pay the costs of the Arbiter.

Working Capital Statement. Buyer shall (a) prepareAs promptly as practicable and in any event within 90 days after the Closing Date, Seller will prepare and deliver to Acquiror a consolidated balance sheet of the Company as of the Closing Date prepared in accordance with GAAP (except that any liability for Taxes which are the cooperation responsibility of Seller pursuant to Section 9.1(a) shall be eliminated therefrom) (the "CLOSING DATE BALANCE SHEET"), and a certificate of Seller (the "WORKING CAPITAL STATEMENT") based on the Closing Date Balance Sheet setting forth Seller, a statement 's calculation of the Working Capital. Seller will afford one or more representatives of Acquiror (“including its auditors) the opportunity to review Seller's preparation of the Closing Date Balance Sheet and the Working Capital Statement”) showing a clear , including, without limitation, the opportunity to observe any physical inventory count and detailed other accounting procedures. If Acquiror and Seller agree upon the accuracy of the Closing Date Balance Sheet and the calculation of the Working Capital Excess or within 90 days after the delivery to Acquiror of the Closing Date Balance Sheet and Working Capital DeficitStatement, as the case may beSections 2.4(b) and 2.4(c) will not apply; however, if Acquiror and Seller do not so agree, then Sections 2.4(b) and 2.4(c) will apply. (b) deliver If Acquiror disputes the accuracy of the Closing Date Balance Sheet or otherwise disagrees with Seller's calculation of the Working Capital, Acquiror may, within 90 days (the "OBJECTION PERIOD") after the delivery to Acquiror of the Closing Date Balance Sheet and Working Capital Statement Statement, deliver a notice (the "OBJECTION NOTICE") to Seller at disputing the same time as accuracy of the Closing Date Balance Sheet is delivered to Seller under Section 2.3. Seller shall notify Buyer in writing of any objections to the Working Capital Statement and/or Closing Balance Sheet within thirty (30) days after Seller receives the Working Capital Statement and the Closing Balance Sheet. If Seller does not notify Buyer calculation of any such objections by the end of that thirty-day period, then the Working Capital Statement and the Closing Balance Sheet shall each be considered final on the last day of that thirty-day period. If Seller does notify Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of Seller and Buyer shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolution, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Buyer, Seller shall pay the costs of the Arbiter. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Seller, Buyer shall pay the costs of the Arbiter.the

Working Capital Statement. Buyer One hundred eighty days following the Closing pursuant to this Agreement, the Chief Financial Officer of the Partnership shall prepare and deliver to the Partners working capital statements of the businesses contributed to the Partnership by each of them (athe "WORKING CAPITAL STATEMENTS") preparebased upon the books and records of the Partnership as of the Closing Date, provided, that with respect to Accounts Receivable, the value thereof shall be determined based upon the actual collections received by each party or the Partnership with respect thereto during the 180-day period commencing with the cooperation Closing Date. For purposes of Sellerdetermining a party's collections, all sums received by such party or the Partnership during the 180-day period shall be credited: (i) to such accounts receivable, if any, as may be designated by the party submitting the payment, (ii) in the absence of any such designation, on a statement first-in-first-out basis relative to (“i) the Accounts Receivable and (ii) such additional accounts receivable as may be created by the Partnership subsequent to the Closing Date with respect to any customers of the Partnership who may also be Accounts Receivable debtors, PROVIDED HOWEVER, that with respect to specific account balances (if any) which may be disputed by those debtors, no payments shall be allocated to any such account unless specifically so designated by such debtor. Any uncollected receivable at the end of such 180 day period shall be returned by the Partnership to the Partner who contributed such receivables to the Partnership. There also shall be paid to the Partner contributing any receivable characterized as uncollectible on that Partner's Working Capital Statement”Statement any sum collected by the Partnership with respect to such account, promptly following the Partnership's collection thereof. Subject to the provisions of Section 4.5(c) showing a clear and detailed calculation of the second to last sentence hereof, the Working Capital Excess or Working Capital DeficitStatements shall be prepared in accordance with generally accepted accounting principles, but shall use the special rules set forth in Section 4.5(c) and exclude therefrom all Excluded Assets and all Excluded Liabilities of each of the parties, as the case may behereinbefore defined, and (bsuch other items as are described in Exhibit T as being excluded items, and shall, subject to the special rules set forth in Section 4.5(c) deliver and such exclusions, fairly present the Working Capital Statement current assets and current liabilities of the businesses being contributed by such party to Seller the Partnership as at the same time as the Closing Balance Sheet is delivered to Seller under Section 2.3. Seller shall notify Buyer in writing of any objections to the Working Capital Statement and/or Closing Balance Sheet within thirty (30) days after Seller receives the Working Capital Statement and the Closing Balance Sheet. If Seller does not notify Buyer of any such objections by the end of that thirty-day period, then the Working Capital Statement and the Closing Balance Sheet shall each be considered final on the last day of that thirty-day period. If Seller does notify Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of Seller and Buyer shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolution, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possibleDate. In the event that the Arbiter’s combined final working capital of the businesses contributed to the Partnership by a party, as set forth on the Working Capital Statement of such party, is smaller in proportion to the combined working capital of the businesses contributed to the Partnership by all of the parties (as reflected on all of the parties Working Capital Statements) than such party's Percentage Interest (as defined in Section 3.1(a) of the Partnership Agreement), then such party shall be required to pay to the other parties, cash in an amount which when added to the amount of combined working capital of the business contributed to the Partnership by such party would be sufficient to cause the combined sum thereof to be equal to such Party's Percentage Interest in the combined working capital of the businesses contributed to the Partnership by all of the parties, as set forth in the orking Capital Statement of each of the parties. The categories of items to be reflected in the calculation of current assets and current liabilities on the Working Capital Statements are as set forth by way of example only in Exhibit T. All payments due under the preceding provisions of this Section 4.5(a) shall be made within 15 days of the date of final determination of the value of such disputed items is closer in value to amounts due hereunder and shall be properly reflected on the value attributed to such disputed items by Buyer, Seller shall pay the costs books of the Arbiter. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Seller, Buyer shall pay the costs of the ArbiterPartnership.

Working Capital Statement. Within forty-five (45) calendar days after the Closing Date, the Buyer shall deliver to the Sellers a Statement (a) prepare, with the cooperation of Seller, a statement (“"Working Capital Statement”") showing which shall set forth the following information: (i) the Accounts Receivable as of the Closing Date, determined in accordance with GAAP, (ii) the accounts payable as of the Closing Date, adjusted to eliminate any direct mailing expenses assumed by the Buyer pursuant to Section 2.4 hereof, determined in accordance with GAAP (the "Closing Date Accounts Payable") and (iii) a clear calculation of the Accounts Receivable less the Closing Date Accounts Payable (the "Net Working Capital"). During the period of any dispute with respect to the application of this Section 3.3, the Buyer shall provide the Sellers full access to the books, records, facilities and detailed calculation employees of the Business, and shall cooperate with the Sellers to the extent reasonably requested by the Sellers to investigate the basis for such dispute. Not later than forty-five (45) calendar days after receipt of the Working Capital Excess or Statement, the Sellers shall provide the Buyer with a list of those items, if any, to which the Sellers take exception and the Sellers' proposed adjustment (the "Working Capital Deficit, as Statement Report"). If the case may be, and (b) Sellers fail to deliver to the Buyer the Working Capital Statement Report within forty-five (45) calendar days following receipt of the Working Capital Statement, the Sellers shall be deemed to Seller at have accepted the same time as Working Capital Statement for the Closing Balance Sheet is delivered to Seller purposes of any Purchase Price adjustment under Section 2.33.3(b) hereof. Seller If the Buyer does not give the Sellers notice of objections within thirty (30) calendar days following receipt of the Working Capital Statement Report, the Buyer shall notify Buyer in writing be deemed to have accepted the Working Capital Statement Report for the purposes of any Purchase Price adjustment under Section 3.3(b) hereof. If the Buyer gives the Sellers notice of objections to the Working Capital Statement and/or Closing Balance Sheet within thirty (30) days after Seller receives Report, and if the Working Capital Statement Buyer and the Closing Balance Sheet. If Seller does not notify Buyer of any such objections by the end of that thirty-day periodSellers are unable, then the Working Capital Statement and the Closing Balance Sheet shall each be considered final on the last day of that thirty-day period. If Seller does notify Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) calendar days thereafterafter receipt by the Sellers of the notice by the Buyer of objections, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve the disputed exceptions, such disputed items exceptions will be referred to their mutual satisfaction a firm of independent certified public accountants ("Independent Accounting Firm") mutually acceptable to the Buyer and the Sellers. The Independent Accounting Firm shall, within sixty (60) days following its selection, deliver to deliver the Buyer and the Sellers a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable to resolve any written report determining such disputed items within thirty (30exceptions, and its determinations will be conclusive and binding upon the parties thereto for the purposes of any Purchase Price adjustment under Section 3.3(b) days after receiving such instructions, then hereof. The fees and disbursements of the remaining disputed items Independent Accounting Firm acting under this Section shall be shared equally by the Buyer and the value attributable to them by each of Seller and Buyer shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolution, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Buyer, Seller shall pay the costs of the Arbiter. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Seller, Buyer shall pay the costs of the ArbiterSellers.

Working Capital Statement. Buyer shall (a) prepareAfter the Closing, with the cooperation of Seller, Buyers will prepare a statement of Working Capital of the Business as of the Closing Date (the “Working Capital Statement”) showing in accordance with GAAP (as in effect on the date hereof) and, to the extent consistent with GAAP (as in effect on the date hereof), in a clear and detailed calculation of manner consistent with the Working Capital Excess or Working Capital Deficititems on the Interim Balance Sheet, except as the case may be, and (b) deliver the Working Capital Statement to Seller at the same time as disclosed on Schedule 2.7. Within 60 days after the Closing Balance Sheet is delivered to Seller under Section 2.3. Seller shall notify Buyer in writing of any objections Date, the Buyers will deliver to the Working Capital Statement and/or Closing Balance Sheet within thirty (30) days after Seller receives Sellers the Working Capital Statement and the calculation of the Working Capital as of the Closing Balance Sheet. Date and the Cash Purchase Price. (b) The Sellers and their accounting representatives will be entitled to examine the relevant books and records of the Business and to discuss the preparation of the Working Capital Statement with the Buyers and their accounting representatives. (c) If Seller does not notify Buyer the Sellers disagree with the calculation of any such objections by the end of that thirty-day periodCash Purchase Price, then the Sellers must deliver to the Buyers, within 30 days after the date the Buyers delivered the Working Capital Statement and its Cash Purchase Price calculation to the Closing Balance Sheet shall Sellers, a written description of each be considered final on such disagreement. The Buyers and the last day of that thirty-day period. If Seller does notify Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, Sellers will negotiate in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable faith to resolve any such disputed items disagreements. If, after a period of 30 days following the date on which such written description is delivered, the Buyers and the Sellers have not resolved each such disagreement, then either the Buyers or the Sellers will be entitled to submit such disagreements to Ernst & Young LLP (the “Resolution Accountants”) so long as such submitting party provides written notice of such submission to the nonsubmitting party. The Buyers will grant to the Resolution Accountants reasonable access to the Business’s books and records and the Buyers’ accounting representatives to discuss the preparation of the Working Capital Statement, the calculation of the Working Capital as of the Closing Date and the Cash Purchase Price. The Resolution Accountants will resolve the disagreements within thirty (30) 30 days after receiving such instructions, then the remaining disputed items and date on which the value attributable to them by each of Seller and Buyer shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolutionResolution Accountants are engaged or as soon thereafter as possible, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. In the event that the Arbiter’s determination calculation of the value Cash Purchase Price by the Resolution Accountants will be binding upon the Parties. The cost of such disputed items is closer in value the services of the Resolution Accountants will be borne by either the Buyers (jointly and severally) or the Sellers (jointly and severally) based on whose last written settlement offer submitted to the value attributed to such disputed items by Buyer, Seller shall pay other Party before the costs engagement of the Arbiter. In Resolution Accountants differs the event that most from the Arbiter’s determination amount of the value of Cash Purchase Price as finally determined by the Resolution Accountants. If both last written settlement offers differ equally, such disputed items is closer in value to cost will be borne half by the value attributed to such disputed items Buyers (jointly and severally) and half by Seller, Buyer shall pay the costs of the ArbiterSellers (jointly and severally).

Working Capital Statement. Buyer 6.1 The Purchaser shall (a) prepare, procure that the Company shall: 6.1.1 prepare the draft Working Capital Statement as at the Working Capital Date in accordance with the cooperation provisions of Sellerthis clause 6 and in accordance with Schedule 8; and 6.1.2 deliver the draft Working Capital Statement to the Purchaser and the Vendors; within 40 business days of Completion. 6.2 If, within 40 business days of receipt of the draft Working Capital Statement by the Vendors or, if earlier, prior to the earlier of the date of acceptance by the Vendors of the draft Working Capital Statement or delivery by the Vendors of a statement Notice of Disagreement (“as defined in sub-clause 6.3), the Purchaser becomes aware of any matter that affects any amount set out in the draft Working Capital Statement”, the Purchaser shall be entitled once only to propose in writing to the Vendors such amendments to the draft Working Capital Statement as the Purchaser deems fit to reflect such matter. If no amendments to the draft Working Capital Statement are proposed by the Purchaser, the Vendors shall notify the Purchaser within 40 business days of receipt of the draft Working Capital Statement whether or not they accept it. If amendments to the draft Working Capital Statement are proposed by the Purchaser, the Vendors shall notify the Purchaser within 40 business days of receipt of the proposed amendments whether or not they accept the draft Working Capital Statement. 6.3 If the Vendors notify the Purchaser that they do not accept such draft Working Capital Statement: 6.3.1 they shall, at the same time, set out in a notice in writing (a "NOTICE OF DISAGREEMENT") showing their reasons for such non-acceptance and specify (to the extent that they are able) the adjustments which, in their opinion, should be made to the draft Working Capital Statement in order to comply with the requirements of this Agreement and deliver a clear copy of the Notice of Disagreement to the Purchaser; and 6.3.2 the parties shall seek in good faith to resolve in writing all differences that they may have with respect to the matters raised in the Notice of Disagreement and detailed calculation to reach agreement upon the adjustments (if any) required to be made to the draft Working Capital Statement. Except for the matters specifically set out in a Notice of Disagreement delivered in accordance with sub-clause 6.3.1, the Vendors shall be deemed to accept in full the draft Working Capital Statement. 6.4 If the Vendors are satisfied with the draft Working Capital Statement (either as originally submitted or after adjustments agreed between the Vendors and the Purchaser) or if the Vendors fail to notify the Purchaser of their non-acceptance of the draft Working Capital Statement within the relevant 40 business day period referred to in sub-clause 6.2, then the draft Working Capital Statement (incorporating any agreed adjustments) shall be final and binding on the parties and constitute the Working Capital Statement for the purposes of this Agreement. 6.5 If the Vendors and the Purchaser do not reach agreement within 40 business days of the Purchaser's receipt of the Notice of Disagreement, then the matters remaining in dispute (and only those matters regarding the draft Working Capital Statement) shall be referred, on the application of the Vendors or the Purchaser, for determination by an independent firm of internationally recognised chartered accountants who shall either be (i) agreed upon by the Vendors and the Purchaser or (ii) failing agreement within 10 business days of the application by the Vendors or the Purchaser, selected, on the application of either the Vendors or the Purchaser, by the President for the time being of the Institute of Chartered Accountants in England and Wales or his duly appointed deputy (the "INDEPENDENT FIRM"). The following provisions shall apply to such determination: 6.5.1 the Purchaser and/or the Purchaser's accountants and the Vendors and/or the Vendors' accountants shall each promptly prepare a written statement on the matters in dispute which (together with the relevant documents) shall be submitted to the Independent Firm for determination within 20 business days of the appointment of the Independent Firm; 6.5.2 at the same time as the Purchaser and/or the Purchaser's accountants and the Vendors and/or the Vendors' accountants submit their respective written statements to the Independent Firm for determination, each shall deliver to the other a copy of their submissions (with all relevant supporting documents); 6.5.3 following delivery of their respective submissions, the Purchaser and/or the Purchaser's accountants and the Vendors and/or the Vendors' accountants shall have the opportunity to comment once only on the other party's submissions by written comment delivered to the Independent Firm not later than 20 business days after the written statement was first submitted to the Independent Firm and copied to the other party; 6.5.4 any response to a subsequent request by the Independent Firm for information from either the Purchaser and/or the Purchaser's accountants or the Vendors and/or the Vendors' accountants shall be copied to the other parties at the same time as it is delivered to the Independent Firm and, unless otherwise directed by the Independent Firm, the party receiving a copy of the information may, within 20 business days after receipt of such information, comment once only on that information, and shall deliver a copy of such comment to the party who provided the information at the same time as it is delivered to the Independent Firm. Thereafter, neither the Vendors nor the Purchaser nor their respective accountants shall be entitled to make further statements or submissions except insofar as the Independent Firm so requests (in which case it shall, on each occasion, give the other parties (unless otherwise directed) 20 business days to respond to any statements or submission so made); 6.5.5 the Independent Firm shall determine (using its own legal advice as appropriate) any question of the legal construction of this Agreement but only insofar as it is relevant to the determination of the Working Capital Excess or Statement; 6.5.6 in giving such determination, the Independent Firm shall state what adjustments (if any) are necessary to the draft Working Capital DeficitStatement in respect of the matters in dispute in order to comply with the requirements of this Agreement; 6.5.7 the Independent Firm shall act as an expert (and not as an arbitrator) in making any such determination which shall be final and binding on the parties (in the absence of manifest error or fraud); 6.5.8 the parties expressly waive, to the extent permitted by law, any rights of recourse to the courts which they may otherwise have to challenge the Independent Firm's determination, including any determination pursuant to sub-clauses 6.5.5 and 6.5.7; 6.5.9 each party shall use its respective reasonable endeavours to assist the Independent Firm in making its determination and shall bear the costs and expenses of all counsel and other advisers, witnesses and employees retained by it and the costs and the expenses of the Independent Firm shall be borne as to 50 per cent by the Vendors and as to 50 per cent by the Purchaser; 6.5.10 the parties and the Independent Firm shall, except as specifically provided in Schedule 8, have regard only to such events, matters and/or facts as shall have occurred by the Working Capital Date; and 6.5.11 the Independent Firm shall finally determine what adjustments (if any) are necessary to the draft Working Capital Statement pursuant to this clause 6 and shall inform both the Vendors and the Purchaser of such adjustments within 60 business days of the appointment of the Independent Firm. 6.6 When the Vendors and the Purchaser reach (or pursuant to sub-clause 6.4 are deemed to reach) agreement on the Working Capital Statement or when the Working Capital Statement is finally determined at any stage in accordance with the procedures set out in this clause 6: 6.6.1 the Working Capital Statement as so agreed or determined shall be the Working Capital Statement for the purposes of this Agreement and, subject to sub-clause 6.5.7, shall be final and binding on the parties; and 6.6.2 the Working Capital Amount as at the Working Capital Date shall be as set out in the final Working Capital Statement. 6.7 Subject to any applicable rule of law or of any regulatory body or any provision of any contract or arrangement entered into prior to the date of this Agreement to the contrary, during the period from the date the Company provides the draft Working Capital Statement to the Vendors as provided by sub-clause 6.1 to the date the Working Capital Statement becomes final and binding on the parties as provided by sub-clause 6.6, the Purchaser shall procure that the Group shall promptly provide the Vendors and the Purchaser, their respective advisers, the Independent Firm and the Purchaser's accountants and the Vendors' accountants with all information reasonably requested (in their respective possession or control) relating to the operations of the Group, as the case may be, including access at reasonable times to the Group's employees, books and (b) deliver records, and all co-operation and assistance, as may in any such case be reasonably required to: 6.7.1 enable the production of the draft Working Capital Statement; and 6.7.2 enable the Vendors to determine whether the draft Working Capital Statement is acceptable in all respects; and 6.7.3 enable the Independent Firm to determine the Working Capital Statement to Seller at the same time as the Closing Balance Sheet is delivered to Seller under Section 2.3Statement. Seller shall notify Buyer in writing of any objections to the Working Capital Statement and/or Closing Balance Sheet within thirty (30) days after Seller receives the Working Capital Statement The Vendors and the Closing Balance Sheet. If Seller Purchaser shall co-operate with each other with a view to such information being provided by the Group in a manner which does not notify Buyer of any such objections by materially disrupt the end of that thirty-day period, then the Working Capital Statement and the Closing Balance Sheet shall each be considered final on the last day of that thirty-day period. If Seller does notify Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of Seller and Buyer shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolution, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. In the event that the Arbiter’s determination business of the value of such disputed items is closer in value to the value attributed to such disputed items by Buyer, Seller shall pay the costs of the Arbiter. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Seller, Buyer shall pay the costs of the ArbiterGroup.

Working Capital Statement. On or promptly after the Closing Date, the Seller and the Buyer shall jointly conduct an evaluation of the Net Working Capital as at the Time of Closing. Within sixty days of the Closing Date, the Seller shall deliver to the Buyer the Working Capital Statement in draft form (a) prepare, with the cooperation of Seller, a statement (“Draft Working Capital Statement”) showing a clear and detailed calculation together with advice from KPMG LLP that they have completed their review procedures and, upon approval of the Working Capital Excess or Working Capital Deficit, as the case may be, and (b) deliver the Draft Working Capital Statement will deliver its opinion in the form set out in Schedule 1.1(vvvvv). For the purpose of preparing the Draft Working Capital Statement, the Buyer agrees to Seller at grant the same time as Seller’s authorized representatives reasonable access to relevant records, facilities and personnel of the Closing Balance Sheet is delivered to Seller under Section 2.3Buyer. The Seller shall notify provide the Buyer in writing and the Buyer’s representatives with all cooperation and supporting audit working papers as they may reasonably require to enable them to review the Draft Working Capital Statement. The Buyer shall have a period of any objections to thirty days from the date it receives the Draft Working Capital Statement and/or Closing Balance Sheet within thirty from the Seller in which to review the Draft Working Capital Statement, and: (30a) days after Seller receives APPROVAL OF WORKING CAPITAL STATEMENT - if no objection to the Draft Working Capital Statement and is given to the Closing Balance Sheet. If Seller does not notify Buyer of any such objections by the end of Buyer within that thirty-thirty day period, then the Draft Working Capital Statement and the Closing Balance Sheet shall each be considered final on deemed to have been approved as of the last day of that thirty-thirty day periodperiod or, if the Buyer gives notice to the Seller that it approves the Draft Working Capital Statement, on the date that notice is given. If Upon approval or deemed approval, the Seller does notify will deliver to the Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Working Capital Statement and Closing Balance Sheet including the auditors report. (b) OBJECTION TO WORKING CAPITAL STATEMENT - if the Buyer objects to the Draft Working Capital Statement within that thirty day period by giving notice to the Seller and setting out in reasonable detail the nature of the objection, the parties agree to attempt to resolve the matters in dispute within thirty days from the date the Buyer as soon as possiblegives the notice to the Seller. If Seller’s accountants all matters in dispute are resolved by the parties, the Draft Working Capital Statement shall be modified to the extent required to give effect to that resolution and Buyer’s accountants are unable shall be deemed to have been approved as of the date of that modification.Upon resolution, the Seller will deliver to the Buyer the final Working Capital Statement including auditors report. (c) RESOLUTION BY FINANCIAL EXPERT - If the parties cannot resolve any such disputed items all matters in dispute within the thirty (30) days after receiving such instructionsday period, then the remaining disputed items and the value attributable to them by each of Seller and Buyer all unresolved matters shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) the Financial Expert for resolution, and the Arbiter Financial Expert shall be instructed given access to all materials and information reasonably requested by it for that purpose and will be provided with all other materials or submissions as either party considers to be relevant, acting reasonably. The Financial Expert will act as an expert and not as an arbitrator. As promptly as practicable, the Financial Expert will deliver a written report to the parties setting forth its opinion as to the resolution of the matters in dispute. The Financial Expert’s opinion of all of the matters in dispute shall be final and binding on both parties absent error and shall not be subject to appeal by either party absent error. The fees and expenses of the Financial Expert shall be borne equally by the parties. The Draft Working Capital Statement shall be modified to the extent required to give effect to the Financial Expert’s opinion and Closing Balance Sheet shall be deemed to Seller and Buyer have been approved as soon as possible. In the event that the Arbiter’s determination of the value date of such disputed items that modification. Once the Working Capital Statement has been deemed to have been approved or approved by the Buyer or determined by the Financial Expert: (d) ADJUSTMENT PAYMENT BY THE SELLER - if the Net Working Capital is closer in value to less than the value attributed to such disputed items by Buyer, Net Working Capital Estimate the Seller shall pay to the costs Buyer as a reduction of that portion of the Arbiter. In Purchase Price allocated to Net Working Capital the event that Net Working Capital Adjustment on the Arbiter’s determination of tenth Business Day following the value of such disputed items date on which the Working Capital Statement has been approved or determined by the Financial Expert; or (e) ADJUSTMENT PAYMENT BY THE BUYER - if the Net Working Capital is closer in value to more than the value attributed to such disputed items by SellerNet Working Capital Estimate, the Buyer shall pay to the costs Seller as an increase in that portion of the ArbiterPurchase Price allocated to Net Working Capital the amount of the Net Working Capital Adjustment on the tenth Business Day following the date on which the Working Capital Statement has been approved or determined by the Financial Expert; subject to any set-offs of the above payments that may be agreed to by the parties.

Working Capital Statement. Buyer shall (a) prepareNo later than five (5) Business Days before the Closing Date, the Company shall deliver to Purchaser a statement containing good faith estimates of Working Capital (the “Estimated Working Capital”) and of the Debt Amount (the “Estimated Debt Amount” and such statement, the “Estimated Working Capital Statement”), in each case as of 12:01 a.m., Central time, on the Closing Date. The Estimated Working Capital Statement will be prepared on a basis consistent with and using the same methods used in preparing the Audited Financial Statements as of December 31, 2006 and shall include reasonable documentation supporting the amounts set forth thereon. If Purchaser notifies the Company at least three (3) Business Days prior to the Closing that it disagrees with the cooperation of SellerEstimated Working Capital Statement or the Estimated Debt Amount, the parties hereto shall use commercially reasonable best efforts to reach agreement on such disputed items and amend the Estimated Working Capital Statement to reflect such agreement. If the parties are not able to resolve such dispute prior to the Closing, such amount in dispute up to $10,000,000, shall be deposited into the Escrow Account at the Closing (the “Disputed Pre-Closing Working Capital Amount”) and shall be subject to the dispute resolution mechanism set forth in Section 3.04(d). (b) No later than 90 days following the Closing Date, Parent shall cause to be prepared and delivered to the Stockholders’ Representative a statement of Working Capital and the Debt Amount, in each case as of 12:01 a.m., Central time, on the Closing Date (the “Working Capital Statement”). The Working Capital Statement will be prepared on basis consistent with and using the same methods used in preparing the Audited Financial Statements as of December 31, 2006 and shall include reasonable documentation supporting the amounts set forth thereon and shall state whether Parent continues to dispute the Disputed Pre-Closing Working Capital Amount. (c) showing a clear and detailed calculation of Subject to Section 3.04(d), the Working Capital Excess or Statement, and the Working Capital Deficitand the Debt Amount set forth therein, shall be final, binding and conclusive on the parties hereto (the “Final Working Capital” and the “Final Debt Amount”). (d) The Stockholders’ Representative may dispute any amounts reflected on the Working Capital Statement and, to the extent still in dispute, any Disputed Pre-Closing Working Capital Amounts, solely on the basis that the amounts reflected on the Working Capital Statement and, to the extent still in dispute, any Disputed Pre-Closing Working Capital Amounts were not arrived at in a manner consistent with and using the same methods used in preparing the Audited Financial Statements as of December 31, 2006 or were arrived at based on mathematical or clerical error; provided, however, that the case may beStockholders’ Representative shall have notified Parent in writing of each disputed item, specifying the estimated amount thereof in dispute and (b) deliver setting forth, in reasonable detail, the basis for such dispute, within 30 Business Days of Parent’s delivery of the Working Capital Statement to Seller at the same time as the Closing Balance Sheet is delivered to Seller under Section 2.3. Seller shall notify Buyer in writing of any objections to the Working Capital Statement and/or Closing Balance Sheet within thirty (30) days after Seller receives the Working Capital Statement and the Closing Balance Sheet. If Seller does not notify Buyer of any such objections by the end of that thirty-day period, then the Working Capital Statement and the Closing Balance Sheet shall each be considered final on the last day of that thirty-day period. If Seller does notify Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of Seller and Buyer shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolution, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possibleStockholders’ Representative. In the event of such a dispute, the Stockholders’ Representative and Parent shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. Any item or amount to which no dispute is raised in a timely delivered notice will be final, conclusive and binding on the parties as of the end of such 30th Business Day. If the Stockholders’ Representative and Parent are unable to reach a resolution with such effect within 30 Business Days after the receipt by Parent of the Stockholders’ Representative’s written notice of dispute, Parent shall submit the items remaining in dispute for resolution to KPMG, LLP (or, if such firm shall decline or is unable to act or is not, at the time of such submission, independent of the Company and Parent, to another independent accounting firm of international reputation mutually acceptable to the Stockholders’ Representative and Parent) (either KPMG, LLP or such other accounting firm being referred to herein as the “Independent Accounting Firm”), which shall, within 30 Business Days after such submission, determine and report to the Stockholders’ Representative and Parent upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders’ Representative and Parent and the Working Capital and the Debt Amount as adjusted pursuant to such report shall be, respectively, the “Final Working Capital” and the “Final Debt Amount”. Notwithstanding anything to the contrary contained above, the Independent Accounting Firm is solely authorized and permitted to determine whether the Parent’s calculations were prepared in a manner consistent with and using the same methods used in preparing the Audited Financial Statements as of December 31, 2006 or were arrived at based on mathematical or clerical error. The fees and disbursements of the Independent Accounting Firm shall be allocated between the Stockholders’ Representative and Parent in the same proportion that the Arbiter’s determination of the value aggregate amount of such remaining disputed items is closer in value so submitted to the value attributed Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items by Buyerso submitted. (e) In acting under this Section 3.04, Seller the Stockholders’ Representative, Parent and the Independent Accounting Firm shall pay the costs of the Arbiter. In the event that the Arbiter’s determination of the value of such disputed items is closer in value be entitled to the value attributed to such disputed items by Seller, Buyer shall pay the costs privileges and immunities of the Arbiterarbitrators.

Working Capital Statement. Buyer shall ‌ (a) prepareWithin 20 Business Days of the Effective Date, the Seller must procure that the Company prepares a draft Working Capital Statement in accordance with the cooperation of Seller, a statement clause 5.4 (“Preparation of Working Capital Statement”) showing and delivers it to the Buyer with a clear and detailed calculation of view to determining the Working Capital Excess or Working Capital Deficit, as at 30 September 2013 (in accordance with this clause) and therefore the case may be, and Adjustment Amount. (b) The Buyer must complete its examination and review of the draft Working Capital Statement within 10 Business Days after receipt by it (the “Review Period”). (c) The Buyer must, by no later than the end of the Review Period, deliver the Seller with written notice stating whether it agrees with the Adjustment Amount in the draft Working Capital Statement. If it does, or if it does not deliver such written notice by the end of the Review Period, then the draft delivered by the Seller will be taken to be the final Working Capital Statement for the purposes of this agreement. (d) If the Buyer does not agree with the Adjustment Amount in the draft Working Capital Statement, then its notice to the Seller shall set out: (i) the matters in respect of which it disagrees with the draft Working Capital Statement (the “Disputed Matters”); (ii) the grounds on which it disputes the Disputed Matters; and (iii) its opinion of the Adjustment Amount. (e) If the Buyer delivers a written notice stating that it does not agree with the Adjustment Amount set out in the draft Working Capital Statement then the Buyer and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed Matters. (f) If the Buyer and Seller cannot agree the Disputed Matters within 10 Business Days after delivery of the written notice from the Seller to the Buyer setting out the Disputed Matters (or such longer time as the Buyer and Seller may agree): (i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and (ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Working Capital Statement, as amended by any of the Disputed Matters that have been agreed between the Buyer and Seller, shall be taken to be the final Working Capital Statement for the purposes of this agreement. (g) If a reference is made to the Independent Expert, then the Buyer and Seller (or either as appropriate) must instruct the Independent Expert to make a determination on the Disputed Matters (or such of them as remain in dispute) within the shortest possible time by applying clause 5.4 (“Preparation of Working Capital Statement”) and the Working Capital Statement Principles with a view to finally determining the Adjustment Amount. The Independent Expert should, in any event, be instructed to make a determination no later than 30 days after receiving written submissions from each of the Buyer and Seller, which submissions must be made within 5 Business Days of the appointment of the Independent Expert (or such other period as is agreed between the Buyer and the Seller). A copy of those submissions must be made available to each party. The Buyer and Seller at the same time must also each provide (and procure that each Group Member provides) such information and assistance as the Closing Balance Sheet is delivered to Seller under Section 2.3. Seller shall notify Buyer Independent Expert reasonably requests for the purposes of its determination. (h) The decision of the Independent Expert is, in writing the absence of any objections to the Working Capital Statement and/or Closing Balance Sheet within thirty (30) days after Seller receives the Working Capital Statement manifest error, conclusive and the Closing Balance Sheet. If Seller does not notify Buyer of any such objections by the end of that thirty-day period, then the Working Capital Statement and the Closing Balance Sheet shall each be considered final binding on the last day parties for the purposes of that thirty-day period. If Seller does notify Buyer of any such objections by determining the end of that thirty-day period, Disputed Matters and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a therefore the final Working Capital Statement and Closing Balance Sheet Adjustment Amount. The Independent Expert will be appointed as expert and not as arbitrator. The procedures for determination are, unless otherwise specified in this clause, to Seller and be determined by the Independent Expert. (i) The Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of Seller and Buyer shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolution, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Buyer, Seller shall must pay the costs of the Arbiter. In the event that the ArbiterIndependent Expert’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Seller, Buyer shall pay the costs of the Arbitercosts.

Working Capital Statement. On or promptly after the Closing Date, the Seller and the Buyer shall (a) prepare, with jointly conduct an evaluation of the cooperation of Seller, a statement (“Net Working Capital Statement”) showing a clear and detailed calculation as at the Time of Closing. Within sixty days of the Working Capital Excess or Working Capital DeficitClosing Date, as the case may be, and (b) Seller shall deliver to the Buyer the Working Capital Statement to Seller at in draft form (the same time as "Draft Working Capital Statement") together with advice from KPMG LLP that they have completed their review procedures and, upon approval of the Closing Balance Sheet is delivered to Seller under Section 2.3. Seller shall notify Buyer in writing of any objections to the Draft Working Capital Statement and/or Closing Balance Sheet within will deliver its opinion in the form set out in Schedule 1.1(vvvvv). For the purpose of preparing the Draft Working Capital Statement, the Buyer agrees to grant the Seller's authorized representatives reasonable access to relevant records, facilities and personnel of the Buyer. The Seller shall provide the Buyer and the Buyer's representatives with all cooperation and supporting audit working papers as they may reasonably require to enable them to review the Draft Working Capital Statement. The Buyer shall have a period of thirty (30) days after Seller from the date it receives the Draft Working Capital Statement and from the Closing Balance Sheet. If Seller does not notify Buyer of any such objections in which to review the Draft Working Capital Statement, and: (a) APPROVAL OF WORKING CAPITAL STATEMENT - if no objection to the Draft Working Capital Statement is given to the Seller by the end of Buyer within that thirty-thirty day period, then the Draft Working Capital Statement and the Closing Balance Sheet shall each be considered final on deemed to have been approved as of the last day of that thirty-thirty day periodperiod or, if the Buyer gives notice to the Seller that it approves the Draft Working Capital Statement, on the date that notice is given. If Upon approval or deemed approval, the Seller does notify will deliver to the Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to resolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Working Capital Statement and Closing Balance Sheet including the auditors report. (b) OBJECTION TO WORKING CAPITAL STATEMENT - if the Buyer objects to the Draft Working Capital Statement within that thirty day period by giving notice to the Seller and setting out in reasonable detail the nature of the objection, the parties agree to attempt to resolve the matters in dispute within thirty days from the date the Buyer as soon as possiblegives the notice to the Seller. If Seller’s accountants and Buyer’s accountants all matters in dispute are unable to resolve any such disputed items within thirty (30) days after receiving such instructionsresolved by the parties, then the remaining disputed items and the value attributable to them by each of Seller and Buyer Draft Working Capital Statement shall be submitted modified to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for the extent required to give effect to that resolution and shall be deemed to have been approved as of the date of that modification. Upon resolution, and the Arbiter shall be instructed Seller will deliver to deliver a the Buyer the final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Buyer, Seller shall pay the costs of the Arbiter. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Seller, Buyer shall pay the costs of the Arbiterincluding auditors report.

Working Capital Statement. Buyer shall (a) prepareAs promptly as practicable after the Closing, with but in no event more than 90 days after the cooperation of SellerClosing, Buyer shall prepare and deliver to Sellers a statement (“Working Capital Statement”) showing a clear and detailed setting forth the calculation of the Closing Date Net Working Capital Excess or (the “Closing Date Statement of Net Working Capital”). The Closing Date Statement of Net Working Capital Deficit, shall be prepared in accordance with the Accounting Principles and in the same manner and form as the case may becalculation of the Estimated Working Capital and from the books and records of the ▇▇▇▇▇▇ Companies, and on a consolidated basis. (b) deliver During the 30-day period following delivery by Buyer of the Closing Date Statement of Net Working Capital, Buyer shall make available to Sellers and their authorized representatives during normal business hours the work papers used by Buyer in preparing the Closing Date Statement of Net Working Capital Statement and shall promptly furnish to Seller at Sellers such other information with respect to the same time as preparation of the Closing Balance Sheet is delivered to Seller under Section 2.3. Seller shall notify Buyer in writing Date Statement of any objections to the Net Working Capital as Sellers or their representatives may from time to time reasonably request. (c) Sellers shall have 30 days following receipt of the Closing Date Statement and/or Closing Balance Sheet within thirty (30) days after Seller receives the of Net Working Capital Statement and the Closing Balance Sheet. If Seller does not to notify Buyer of any disputes or objections concerning the Closing Date Statement of Net Working Capital, specifying in reasonable detail the nature and amount of such disputes or objections by (the end “Notice of that thirtyDispute”). Items and amounts in the Closing Date Statement of Working Capital to which no objection is made in the Notice of Dispute shall be final and binding upon the parties. If Sellers do not deliver a Notice of Dispute to Buyer within such 30-day period, then the Closing Date Statement of Net Working Capital Statement and the Closing Balance Sheet shall each be considered to have been accepted by Sellers and shall be final on and binding. In the last day event Sellers deliver a Notice of that thirty-day period. Dispute to Buyer, Buyer and Sellers shall attempt to resolve the disputed matters as promptly as possible. (d) If Seller does notify Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer Sellers are unable to resolve their differences all disputed matters identified in the Notice of Dispute, if any, within fifteen 30 days after delivery of the Notice of Dispute to Buyer, the remaining disputed matters shall be resolved by ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP (15or such other accounting firm as Buyer and Sellers mutually may designate) days thereafter(the “Independent Accounting Firm”). The determination by the Independent Accounting Firm shall be final and binding upon the parties, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final the Closing Date Statement of Net Working Capital Statement and Closing Balance Sheet shall be adjusted accordingly. The Independent Accounting Firm shall be instructed to Seller and Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then address only the remaining disputed items or amounts and to use reasonable efforts to complete its review and make all necessary determinations within 30 days after submission of the Closing Date Statement of Net Working Capital and the value attributable Notice of Dispute to them it. The Closing Date Statement of Net Working Capital, as modified by each resolution of Seller and Buyer any disputes in accordance with this Section 1.3(d) or, if applicable, as accepted by Sellers pursuant to Section 1.3(c), shall be submitted to a mutually agreeable, nationally recognized accounting firm (the “Arbiter”) for resolution, Final Statement of Net Working Capital.” The fees and expenses of the Arbiter Independent Accounting Firm shall be instructed to deliver a final Working Capital Statement shared equally by Sellers and Closing Balance Sheet to Seller and Buyer as soon as possible. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Buyer, Seller shall pay the costs of the Arbiter. In the event that the Arbiter’s determination of the value of such disputed items is closer in value to the value attributed to such disputed items by Seller, Buyer shall pay the costs of the Arbiter.