PROPOSED ADJUSTMENTS TO
THE CLOSING STATEMENT, DURING THE 30 DAYS FOLLOWING VERIZON'S RECEIPT OF THE
PROPOSED ADJUSTMENTS.
IF THE PARTIES ARE UNABLE TO RESOLVE SUCH DISPUTE WITHIN
SUCH 30 DAY PERIOD, THEN, AT THE WRITTEN REQUEST OF EITHER PARTY (THE "DISPUTE
RESOLUTION REQUEST"), EACH PARTY SHALL APPOINT A KNOWLEDGEABLE, RESPONSIBLE
REPRESENTATIVE TO MEET IN PERSON AND NEGOTIATE IN GOOD FAITH TO RESOLVE THE
DISPUTED MATTERS.
THE PARTIES INTEND THAT THESE NEGOTIATIONS BE CONDUCTED BY
EXPERIENCED BUSINESS REPRESENTATIVES EMPOWERED TO DECIDE THE ISSUES.
SUCH
NEGOTIATIONS SHALL TAKE PLACE DURING THE 15 DAY PERIOD FOLLOWING THE DATE OF THE
DISPUTE RESOLUTION REQUEST.
IF THE BUSINESS REPRESENTATIVES RESOLVE THE
DISPUTE, SUCH RESOLUTION SHALL BE MEMORIALIZED IN A WRITTEN AGREEMENT (THE
"FINAL CLOSING STATEMENT"), EXECUTED WITHIN FIVE DAYS THEREAFTER.
IF THE
BUSINESS REPRESENTATIVES DO NOT RESOLVE THE DISPUTE, WITHIN FIVE DAYS SURVIVING
CORPORATION AND VERIZON SHALL JOINTLY SELECT A NATIONALLY RECOGNIZED INDEPENDENT
PUBLIC ACCOUNTING FIRM (WHICH IS NOT THE REGULAR INDEPENDENT PUBLIC ACCOUNTING
FIRM OF EITHER VERIZON OR SURVIVING CORPORATION) TO ARBITRATE AND RESOLVE SUCH
DISPUTES, WHICH RESOLUTION SHALL BE FINAL, BINDING AND ENFORCEABLE IN ACCORDANCE
WITH SECTION 10.12.
IF SURVIVING CORPORATION AND VERIZON DO NOT JOINTLY SELECT
SUCH FIRM WITHIN FIVE DAYS, A NATIONALLY RECOGNIZED ACCOUNTING FIRM SHALL BE
SELECTED BY LOT FROM AMONG THOSE NATIONALLY RECOGNIZED FIRMS WHICH ARE NOT THE
REGULAR FIRM OF EITHER VERIZON OR SURVIVING CORPORATION.
SUCH ACCOUNTING FIRM
SHALL ARBITRATE AND RESOLVE SUCH DISPUTE BASED SOLELY ON THE WRITTEN SUBMISSION
FORWARDED BY VERIZON AND SURVIVING CORPORATION AND SHALL ONLY CONSIDER WHETHER
THE CLOSING STATEMENT WAS PREPARED IN ACCORDANCE WITH THE STANDARDS SET FORTH
HEREIN AND (ONLY WITH RESPECT TO DISPUTED MATTERS SUBMITTED TO THE ACCOUNTING
FIRM) WHETHER AND TO WHAT EXTENT THE CLOSING STATEMENT REQUIRES ADJUSTMENT.
THE
FEES AND EXPENSES OF SUCH ACCOUNTING FIRM SHALL BE SHARED BY SURVIVING
CORPORATION AND VERIZON IN INVERSE PROPORTION TO THE RELATIVE AMOUNTS OF THE
DISPUTED AMOUNT DETERMINED TO BE FOR THE ACCOUNT OF SURVIVING CORPORATION AND
VERIZON, RESPECTIVELY.
(D)
IF THE AMOUNT OF THE DISTRIBUTION DATE
WORKING CAPITAL, AS SET FORTH IN THE FINAL CLOSING STATEMENT (THE "FINAL
DISTRIBUTION DATE WORKING CAPITAL") EXCEEDS THE TARGET WORKING CAPITAL, THE
SURVIVING CORPORATION SHALL PAY TO VERIZON AN AMOUNT EQUAL TO SUCH EXCESS AND IF
THE AMOUNT OF THE FINAL DISTRIBUTION DATE WORKING CAPITAL IS LESS THAN THE
TARGET WORKING CAPITAL, VERIZON SHALL PAY TO THE SURVIVING CORPORATION AN AMOUNT
EQUAL TO SUCH DEFICIT.
(E)
ANY AMOUNTS PAYABLE PURSUANT TO SECTION
5.1(D) ABOVE SHALL BE MADE VIA WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS
WITHIN FIVE BUSINESS DAYS AFTER THE DATE
27
UPON WHICH THE CLOSING STATEMENT BECOMES A FINAL CLOSING STATEMENT.
ALL SUCH
AMOUNTS SHALL BEAR INTEREST FROM THE DISTRIBUTION DATE THROUGH BUT EXCLUDING THE
DATE OF PAYMENT, AT THE APPLICABLE RATE.
SUCH INTEREST SHALL ACCRUE DAILY ON
THE BASIS OF A 365 DAY YEAR CALCULATED FOR THE ACTUAL NUMBER OF DAYS FOR WHICH
PAYMENT IS DUE AND SUCH PAYMENT SHALL BE PAYABLE TOGETHER WITH THE AMOUNT
PAYABLE PURSUANT TO THIS SECTION 5.1.