definiens: has the meaning given to that term in clause 11.5 ; ” 2.2 . The existing clause 4.11 of the SPA shall be deleted and replaced as follows : “ 4.11 the Purchase Price shall be allocated between the Sale Shares and the Dutch Business as follows : 4.11.1 the amount allocated to the Dutch Business shall be the book value at the Completion Date of the Dutch Business calculated ( i ) in accordance with Dutch GAAP as applied in the statutory accounts of the Dutch Seller as of the Completion Date, and ( ii ) in compliance with Dutch Tax laws . Such book value shall be confirmed by an appropriately qualified independent auditor to be appointed jointly by the Dutch Buyer and the Dutch Seller ( ) and the Independent Auditor ’s resolution on this matter shall be binding on both Parties for Dutch tax purposes . In the event that the Dutch Buyer and the Dutch Seller can not agree on the identi ty of an Independent Auditor they shall each nominate an independent auditor candidate and the two nominated candidates shall meet in good faith and agree the identity of a third party auditor who the Dutch Buyer and the Dutch Seller shall appoint as the I ndependent Auditor . The Sellers and the Buyers shall share equally the costs of the Independent Auditor and, in good faith, work together during the period of 120 calendar days following Completion to cooperate with the Independent Auditor and to facilitat e the timely completion by the Independent Auditor of this task within such period ; and 4.11.2 the balance of the Purchase Price not allocated to the Dutch Business in accordance with clause 4.11.1 shall be allocated to the Sale Shares . ” 2.3 . In clause 11.8 of the SPA the definition of shall be deleted and replaced as follows : means any US Employee and/or any person who is at Completion, a Dutch Employee or employed or directly or indirectly engaged by an y member of the Target Group ; ” 2.4 . In clause 11.9.4(a ) of the SPA immediately following the words will be added the words