ACCOUNTANTS SHALL HAVE REASONABLE ACCESS TO ALL JOURNAL ENTRIES AND OTHER
RECORDS USED BY SELLER IN ITS PREPARATION OF THE CLOSING WORKING CAPITAL
STATEMENT.
WITHIN 45 DAYS AFTER BUYER'S RECEIPT OF THE CLOSING WORKING CAPITAL
STATEMENT AND REPORT OF SELLER'S ACCOUNTANTS, BUYER SHALL DELIVER WRITTEN NOTICE
(THE "BUYER'S NOTICE") TO SELLER EITHER (I) STATING THAT BUYER ACCEPTS THE
CLOSING WORKING CAPITAL STATEMENT OR (II) DESCRIBING IN REASONABLE DETAIL,
INCLUDING THE NATURE AND AMOUNT THEREOF, EACH ADJUSTMENT (A "PROPOSED
ADJUSTMENT") THAT BUYER PROPOSES BE MADE TO THE CLOSING WORKING CAPITAL
STATEMENT; PROVIDED, HOWEVER, THAT BUYER'S NOTICE OF ANY PROPOSED ADJUSTMENT
SHALL NOT BE EFFECTIVE UNLESS ACCOMPANIED BY A SPECIAL REPORT OF BUYER'S
ACCOUNTANTS STATING THAT EACH SUCH PROPOSED ADJUSTMENT IS REQUIRED TO BE MADE IN
ORDER FOR THE CLOSING WORKING CAPITAL STATEMENT TO HAVE BEEN PREPARED IN
ACCORDANCE WITH SCHEDULE 2.3.
FURTHERMORE, THE CLOSING WORKING CAPITAL
STATEMENT SHALL NOT BE SUBJECT TO ANY ADJUSTMENT UNLESS THE AGGREGATE AMOUNT OF
ALL SUCH ADJUSTMENTS AS FINALLY DETERMINED EXCEEDS $300,000; PROVIDED, THAT, IF
SUCH ADJUSTMENTS EXCEED $300,000, THEN THE FINAL AMOUNT OF SUCH ADJUSTMENTS (AND
NOT MERELY THE EXCESS OVER $300,000) SHALL BE INCLUDED IN THE CLOSING WORKING
CAPITAL STATEMENT AND THE FINAL DETERMINATION OF THE ADJUSTMENT AMOUNT.
IF
SELLER HAS NOT RECEIVED BUYER'S NOTICE WITHIN SUCH 45-DAY PERIOD, BUYER SHALL BE
DEEMED TO HAVE ACCEPTED THE AMOUNT OF THE WORKING CAPITAL AND THE CALCULATION OF
THE ADJUSTMENT AMOUNT SET FORTH IN THE CLOSING WORKING CAPITAL STATEMENT.
(C)
IF BUYER'S NOTICE CONTAINS ANY PROPOSED
ADJUSTMENT, THEN BUYER AND SELLER SHALL NEGOTIATE IN GOOD FAITH TO RESOLVE SUCH
PROPOSED ADJUSTMENT IN ACCORDANCE WITH THIS AGREEMENT, PROVIDED THAT IF THE
PARTIES HAVE NOT RESOLVED ALL PROPOSED ADJUSTMENTS WITHIN 30 DAYS FOLLOWING
SELLER'S RECEIPT OF BUYER'S NOTICE, THEN BUYER AND SELLER SHALL ENGAGE ERNST &
YOUNG LLP (PROVIDED IT IS NOT SERVING AS BUYER'S ACCOUNTANTS) OR ANOTHER
MUTUALLY ACCEPTABLE FIRM OF INDEPENDENT PUBLIC ACCOUNTANTS OF NATIONALLY
RECOGNIZED REPUTATION (THE "ARBITRATOR").
THE ARBITRATOR SHALL ACT AS AN
ARBITRATOR TO DETERMINE ONLY THOSE PROPOSED ADJUSTMENTS STILL IN
12
DISPUTE AND THE RESULTING COMPUTATION OF THE ADJUSTMENT AMOUNT, WHICH
DETERMINATION SHALL BE MADE IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT,
RENDERED WITHIN 60 DAYS OF THE ARBITRATOR'S ENGAGEMENT, AND SHALL BE FINAL AND
BINDING ON ALL PARTIES.
2.4
SETTLEMENT.
WITHIN FIVE BUSINESS DAYS
FOLLOWING THE FINAL DETERMINATION OF THE ADJUSTMENT AMOUNT IN ACCORDANCE WITH
SECTION 2.3 ABOVE, WHETHER BY AGREEMENT OR DEEMED AGREEMENT OF THE PARTIES OR BY
THE ARBITRATOR:
(A)
IF THE PURCHASE PRICE IS MORE THAN THE
INITIAL PAYMENT, BUYER SHALL DELIVER TO SELLER IMMEDIATELY AVAILABLE FUNDS IN AN
AMOUNT EQUAL TO THE DIFFERENCE BETWEEN THE PURCHASE
PRICE AND THE INITIAL
PAYMENT PLUS INTEREST ON SUCH AMOUNT AT THE RATE OF 4.5% PER ANNUM FROM THE
CLOSING DATE TO, BUT NOT INCLUDING, THE DATE OF PAYMENT; OR
(B)
IF THE INITIAL PAYMENT IS MORE THAN THE
PURCHASE PRICE, SELLER SHALL DELIVER TO BUYER IMMEDIATELY AVAILABLE FUNDS IN AN
AMOUNT EQUAL TO THE DIFFERENCE BETWEEN THE INITIAL