TO BE PAID PURSUANT TO SECTION 2.4(G).
10
(E)
OBJECTION TO PRELIMINARY CLOSING STATEMENT; PAYMENT WITH
RESPECT TO AGREED ITEMS.
WITHIN THIRTY (30) DAYS AFTER THE PRELIMINARY CLOSING
STATEMENT IS DELIVERED TO SHAREHOLDERS' REPRESENTATIVE PURSUANT TO SECTION
2.4(D), SHAREHOLDERS' REPRESENTATIVE AND ITS ACCOUNTANTS AND REPRESENTATIVES
SHALL COMPLETE ITS REVIEW OF THE PRELIMINARY CLOSING STATEMENT.
IF
SHAREHOLDERS' REPRESENTATIVE OBJECTS TO ALL OR ANY PORTION OF THE PRELIMINARY
CLOSING STATEMENT, IT SHALL INFORM BUYER ON OR PRIOR TO THE LAST DAY OF SUCH
THIRTY (30) DAY PERIOD BY DELIVERING A WRITTEN NOTICE TO BUYER (A "CLOSING
STATEMENT OBJECTION") SETTING FORTH IN REASONABLE DETAIL THE BASIS OF SUCH
OBJECTIONS AND THE ADJUSTMENT TO THE COMPANY CLOSING PAYMENTS OR THE NET WORKING
CAPITAL AMOUNT SET FORTH THEREON THAT SHAREHOLDERS' REPRESENTATIVE BELIEVES
SHOULD BE MADE, INCLUDING, BUT NOT LIMITED TO, OBJECTIONS BASED ON MATHEMATICAL
ERRORS OR ON THE PRELIMINARY CLOSING STATEMENT NOT BEING PREPARED IN ACCORDANCE
WITH SECTION 2.4(B).
ANY ITEM NOT DISPUTED IN THE CLOSING STATEMENT OBJECTION
SHALL BE DEEMED FINAL.
IN THE EVENT THAT NO CLOSING STATEMENT OBJECTION IS
DELIVERED TO BUYER PURSUANT TO THIS SECTION 2.4(E), THE PRELIMINARY CLOSING
STATEMENT SHALL BE CONSIDERED THE FINAL CLOSING STATEMENT FOR ALL PURPOSES
HEREUNDER, AND THE APPLICABLE PARTY SHALL PAY (I) THE CLOSING NET WORKING
CAPITAL DEFICIENCY AMOUNT OR THE CLOSING NET WORKING CAPITAL EXCESS AMOUNT, AS
APPLICABLE, PURSUANT TO SECTION 2.4(G); (II) ANY EXCESS OR DEFICIENCY APPLICABLE
TO THE COMPANY CLOSING PAYMENTS PURSUANT TO SECTION 2.4(H); OR (III) BOTH.
(F)
DISPUTE RESOLUTION FOLLOWING CLOSING STATEMENT OBJECTION.
(I)
NEGOTIATION.
IF SHAREHOLDERS' REPRESENTATIVE DELIVERS A
CLOSING STATEMENT OBJECTION TO BUYER PURSUANT TO SECTION 2.4(E), THEN
SHAREHOLDERS' REPRESENTATIVE AND BUYER SHALL PROMPTLY MEET AND ATTEMPT IN GOOD
FAITH TO RESOLVE ANY DISPUTE OR DISAGREEMENT RELATING TO THE PRELIMINARY CLOSING
STATEMENT AND THE CALCULATION OF THE NET WORKING CAPITAL AMOUNT, THE COMPANY
CLOSING PAYMENTS, OR BOTH (THE "CLOSING STATEMENT DISPUTE").
(II)
RESOLUTION BY CPA FIRM.
IF SHAREHOLDERS' REPRESENTATIVE AND
BUYER ARE UNABLE TO RESOLVE THE CLOSING STATEMENT DISPUTE WITHIN FIFTEEN (15)
DAYS AFTER THE DELIVERY OF A CLOSING STATEMENT OBJECTION TO BUYER, THEN
SHAREHOLDERS' REPRESENTATIVE OR BUYER MAY ELECT TO HAVE THE CLOSING STATEMENT
DISPUTE RESOLVED BY THE CPA FIRM, WHO SHALL, ACTING AS EXPERTS AND NOT AS
ARBITRATORS, DETERMINE ON THE BASIS OF THE STANDARDS SET FORTH IN SECTION 2.4,
AND ONLY WITH RESPECT TO THE REMAINING ACCOUNTING-RELATED DIFFERENCES SO
SUBMITTED TO THE CPA FIRM (AND NOT BY INDEPENDENT REVIEW), WHETHER AND TO WHAT
EXTENT, IF ANY, THE NET WORKING CAPITAL AMOUNT AS DERIVED FROM THE PRELIMINARY
CLOSING STATEMENT REQUIRES ADJUSTMENT.
IN CONNECTION WITH THE ENGAGEMENT OF THE
CPA FIRM, EACH PARTY SHALL EXECUTE REASONABLE ENGAGEMENT LETTERS AND SUPPLY SUCH
OTHER DOCUMENTS, INFORMATION AND ACCESS TO RELEVANT ACCOUNTING PERSONNEL AND
ADVISORS PROMPTLY FOLLOWING THE REASONABLE REQUEST THEREFORE BY THE CPA FIRM,
PROVIDED, IN THE EVENT A PARTY FAILS TO DO SO, THE CPA FIRM SHALL DETERMINE THE
RELEVANT MATTER TO WHICH THE CLOSING STATEMENT DISPUTE RELATES AGAINST THE
FAILING PARTY IN ALL RESPECTS.
EACH PARTY MAY