NOTWITHSTANDING ANY OF THE FOREGOING, IN NO EVENT WILL ANY
ADJUSTMENT BE MADE PURSUANT TO THIS SECTION 1.2(C) IF THE DIFFERENCE (EITHER
MORE THAN OR LESS THAN)
BETWEEN THE NET TANGIBLE ASSETS AS OF JANUARY 31, 2006
AND THE NET TANGIBLE ASSETS AS OF THE CLOSING IS LESS THAN $10,000.
(D)
WITHIN 20 BUSINESS DAYS FOLLOWING THE CLOSING DATE, THE PURCHASER
WILL PREPARE AND DELIVER TO THE SELLER A BALANCE SHEET OF THE COMPANY AS OF THE
CLOSING (THE "CLOSING BALANCE SHEET") SETTING FORTH THE PURCHASER'S CALCULATION
OF THE NET TANGIBLE ASSETS OF THE COMPANY AS OF THE CLOSING AND THE RESULTING
PURCHASE PRICE. THE SELLER WILL HAVE THE RIGHT TO REVIEW AND COPY THE BOOKS AND
RECORDS OF THE COMPANY AND SUPPORTING WORK PAPERS OF THE COMPANY AND THE
PURCHASER RELATING TO THE PREPARATION OF THE CLOSING BALANCE SHEET AND THE
CALCULATION OF THE PURCHASE PRICE AND WILL HAVE A PERIOD OF 20 BUSINESS DAYS
(THE "OBJECTION PERIOD") AFTER DELIVERY OF THE CLOSING BALANCE SHEET IN WHICH TO
PROVIDE WRITTEN NOTICE TO THE PURCHASER OF ANY OBJECTIONS THERETO. THE CLOSING
BALANCE SHEET AND THE RESULTING PURCHASE PRICE WILL BE DEEMED TO BE ACCEPTED BY
THE SELLER, AND WILL BECOME FINAL AND BINDING ON THE PARTIES ON THE LATER OF THE
EXPIRATION OF THE OBJECTION PERIOD OR THE DATE ON WHICH ALL OBJECTIONS HAVE BEEN
RESOLVED BY THE PARTIES. IF THE SELLER GIVES ANY NOTICE OF OBJECTION TO THE
PURCHASER WITHIN THE OBJECTION PERIOD, THEN THE SELLER AND THE PURCHASER WILL
ATTEMPT IN GOOD FAITH TO RESOLVE ANY DISPUTE CONCERNING THE ITEM(S) SUBJECT TO
SUCH OBJECTION.
1.3
THE CLOSING. UNLESS THIS AGREEMENT HAS BEEN TERMINATED AND THE
TRANSACTIONS CONTEMPLATED HAVE BEEN ABANDONED PURSUANT TO ARTICLE 6 HEREOF, A
CLOSING (THE "CLOSING") WILL BE HELD ON OR ABOUT FEBRUARY 28, 2006 AT
10:00 A.M., MINNEAPOLIS, MINNESOTA LOCAL TIME OR AT SUCH OTHER TIME AS THE
PARTIES MAY AGREE UPON (THE "CLOSING DATE"); PROVIDED, HOWEVER, THAT IF ANY OF
THE CONDITIONS PROVIDED FOR IN ARTICLE 5 HEREOF HAVE NOT BEEN SATISFIED OR
WAIVED BY SUCH DATE, THEN THE PARTY TO THIS AGREEMENT WHICH IS UNABLE TO SATISFY
SUCH CONDITION OR CONDITIONS, DESPITE THE REASONABLE COMMERCIAL EFFORTS OF SUCH
PARTY, WILL BE ENTITLED TO POSTPONE THE CLOSING BY NOTICE TO THE OTHER PARTIES
UNTIL SUCH CONDITION OR CONDITIONS WILL HAVE BEEN SATISFIED (WHICH SUCH
NOTIFYING PARTY WILL SEEK TO CAUSE TO HAPPEN AT THE EARLIEST PRACTICABLE DATE)
OR WAIVED, BUT IN NO EVENT WILL THE CLOSING OCCUR LATER THAN TEN (10) DAYS
FOLLOWING THE DATE OF THIS AGREEMENT (THE "TERMINATION DATE"). THE CLOSING WILL
BE HELD AT SUCH TIME AND PLACE AS THE PARTIES MAY AGREE, AT WHICH TIME AND PLACE
THE DOCUMENTS AND INSTRUMENTS NECESSARY OR APPROPRIATE TO EFFECT THE
TRANSACTIONS CONTEMPLATED HEREIN WILL BE EXCHANGED BY THE PARTIES. BY AGREEMENT
OF THE PARTIES THE CLOSING MAY BE EFFECTED BY FACSIMILE. THE PURCHASER AND THE
SELLER AGREE TO USE REASONABLE BEST EFFORTS TO EFFECT THE CLOSING UPON EXECUTION
OF THIS AGREEMENT