OR CAUSE TO BE PREPARED, AND DELIVER TO SELLER A FINAL STATEMENT OF THE
ADJUSTED ACCOUNTS RECEIVABLE (THE "A/R STATEMENT").
THE A/R STATEMENT SHALL BE
PREPARED IN ACCORDANCE WITH SECTION 3.2(A) AND THE PROCEDURES SET FORTH ON
SCHEDULE 3.2(B) ATTACHED HERETO.
SELLER SHALL PROVIDE BUYER AND ITS ADVISORS
REASONABLE ACCESS TO THE BOOKS AND RECORDS OF SELLER IN CONNECTION WITH THE
PREPARATION OF THE A/R STATEMENT.
UPON RECEIPT OF THE A/R STATEMENT, SELLER
SHALL HAVE 30 DAYS FOLLOWING THE RECEIPT THEREOF TO REVIEW SUCH STATEMENT AND,
IN CONNECTION THEREWITH, SELLER SHALL HAVE FULL ACCESS (DURING NORMAL BUSINESS
HOURS AND WITHOUT DISRUPTION TO THE OPERATIONS OF THE COMPANY) TO THE BUYER'S
AND THE COMPANY'S OFFICERS, EMPLOYEES, ACCOUNTANTS AND OTHER REPRESENTATIVES AND
THE BOOKS AND RECORDS REASONABLY RELATED TO THE A/R STATEMENT CALCULATION.
IF
AS A RESULT OF SUCH REVIEW, SELLER DISAGREES WITH BUYER'S FINAL A/R STATEMENT,
SELLER SHALL DELIVER TO BUYER A WRITTEN NOTICE OF DISAGREEMENT (A "DISPUTE
NOTICE") PRIOR TO THE EXPIRATION OF THE 30 DAY REVIEW PERIOD, SETTING FORTH THE
BASIS FOR SUCH DISPUTE IN REASONABLE DETAIL.
IF SELLER DOES NOT DELIVER A
DISPUTE NOTICE WITHIN SUCH 30 DAY PERIOD, THEN THE A/R STATEMENT AS OF THE
CLOSING DATE SHALL BE FINAL AND BINDING ON BUYER AND SELLER.
(D)
IF SELLER DELIVERS A DISPUTE NOTICE TO BUYER IN A TIMELY MANNER,
THEN, NOTWITHSTANDING ANYTHING TO THE CONTRARY SET FORTH IN SECTION 10.3, BUYER
AND SELLER SHALL ATTEMPT IN GOOD FAITH TO RESOLVE SUCH DISPUTE WITHIN 30 DAYS
FROM THE DATE OF SUCH DISPUTE NOTICE.
SUCH NEGOTIATIONS SHALL BE CONDUCTED BY
MANAGERS OR EXECUTIVE OFFICERS OF EACH PARTY WHO HAVE AUTHORIZATION TO RESOLVE
SUCH DISPUTE.
IF BUYER AND SELLER CANNOT REACH AGREEMENT WITHIN SUCH 30 DAYS
PERIOD, THEN, SUCH DISPUTE WILL BE SUBMITTED FOR RESOLUTION TO A NATIONALLY
RECOGNIZED ACCOUNTING FIRM (THE "ACCOUNTING FIRM") MUTUALLY AGREED UPON BY BOTH
PARTIES, IF AND TO THE EXTENT THAT SUCH ACCOUNTING FIRM AGREES TO RESOLVE THE
DISPUTE WITHOUT CONDUCTING AN AUDIT OR PREPARING AN ATTEST REPORT.
THE PARTIES
SHALL SHARE EQUALLY THE COST OF THE ACCOUNTING FIRM.
IN THE EVENT THAT THE
PARTIES CANNOT FIND AN ACCOUNTING FIRM WILLING TO RESOLVE THE DISPUTE IN
ACCORDANCE WITH THE FOREGOING PROCEDURES WITHIN 15 DAYS, THEN SUCH DISPUTE WILL
BE SUBJECT TO MEDIATION AND, IF NECESSARY, SUBMITTED TO FINAL AND BINDING
ARBITRATION, PURSUANT TO SECTION 10.3
OF THIS AGREEMENT.
(E)
IF, PURSUANT TO CLAUSES (C) OR (D) OF THIS SECTION 3.2, IT IS
FINALLY DETERMINED THAT THE ADJUSTED ACCOUNTS RECEIVABLE WAS LESS THAN THE
ESTIMATED ADJUSTED ACCOUNTS RECEIVABLE, THEN SELLER SHALL, WITHIN 10 BUSINESS
DAYS FROM THE DATE OF SUCH FINAL DETERMINATION, PAY TO THE BUYER THE AMOUNT
EQUAL TO SUCH DIFFERENCE, TOGETHER WITH INTEREST THEREON AT THE RATE OF 10% PER
ANNUM FROM THE CLOSING DATE TO THE DATE OF PAYMENT, SUCH CASH PAYMENT TO BE MADE
BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE FUNDS TO SUCH BANK ACCOUNT AS BUYER
MAY DESIGNATE (OR, IN THE ABSENCE OF ANY SUCH DESIGNATION, BY CORPORATE CHECK
DELIVERED TO