RIGHTS OR REMEDY OF BUYER SET FORTH HEREIN.
(B)
ON OR BEFORE SIXTY (60) DAYS FOLLOWING THE CLOSING DATE, SELLERS SHALL
PREPARE AND DELIVER TO BUYER A STATEMENT (THE "CLOSING STATEMENT") SETTING FORTH
THE ACTUAL AMOUNT DUE UNDER THE PURCHASE PRICE FORMULA, CALCULATED AS OF THE
ACTUAL CLOSING DATE AND BASED UPON THE BUSINESSES' AUDITED REVENUE STATEMENTS
FOR SUCH PERIOD (THE "FINAL PURCHASE PRICE"), TOGETHER WITH A LETTER FROM THE
CHIEF FINANCIAL OFFICER OF MFFB CERTIFYING THAT THE AMOUNTS SET FORTH IN THE
CLOSING STATEMENT ARE ACCURATE.
THE FINAL PURCHASE PRICE, AS CALCULATED BY THE
SELLERS, SHALL BE
13
FINAL AND BINDING ON THE PARTIES HERETO UNLESS BUYER DELIVERS TO SELLERS A
REASONABLY DETAILED STATEMENT DESCRIBING ITS OBJECTIONS TO THE CALCULATION OF
THE FINAL PURCHASE PRICE (A "STATEMENT OF OBJECTION") WITHIN THIRTY (30) DAYS OF
ITS RECEIPT OF THE CLOSING STATEMENT.
(C)
IF THE BUYER DELIVERS TO SELLERS A TIMELY STATEMENT OF OBJECTION, BUYER
AND THE SELLERS AND THEIR RESPECTIVE INDEPENDENT ACCOUNTANTS SHALL NEGOTIATE IN
GOOD FAITH AND USE REASONABLE BEST EFFORTS TO RESOLVE ANY DISPUTE.
IF A FINAL
RESOLUTION IS NOT REACHED WITHIN THIRTY (30) DAYS AFTER THE BUYER HAS SUBMITTED
A TIMELY STATEMENT OF OBJECTION, ANY REMAINING DISPUTES SHALL BE RESOLVED BY AN
INDEPENDENT ACCOUNTING FIRM SELECTED JOINTLY BY THE PARTIES (THE "REVIEWING
ACCOUNTANT").
THE REVIEWING ACCOUNTANT SHALL BE INSTRUCTED TO LIMIT ITS REVIEW
TO MATTERS SPECIFICALLY SET FORTH IN THE STATEMENT OF OBJECTIONS AND TO RESOLVE
ANY MATTERS IN DISPUTE AS PROMPTLY AS PRACTICABLE, BUT IN NO EVENT MORE THAN
THIRTY (30) DAYS AFTER SUCH MATTERS HAVE BEEN SUBMITTED TO THEM, AND TO SET
FORTH THEIR RESOLUTION IN A STATEMENT (THE "ACCOUNTANT STATEMENT") SETTING FORTH
THE FINAL PURCHASE PRICE. WITH RESPECT TO ANY DISPUTED MATTER, THE REVIEWING
ACCOUNTANT MAY SELECT BUYER'S FIGURE, THE SELLERS' FIGURE OR ANY FIGURE BETWEEN
THE TWO.
THE REVIEWING ACCOUNTANT SHALL ACT AS AN ARBITRATOR TO DETERMINE ONLY
THOSE ISSUES IN DISPUTE, BASED SOLELY ON THE TERMS OF THIS AGREEMENT AND THE
PRESENTATIONS BY THE PARTIES AND NOT BY INDEPENDENT REVIEW OF LEGAL, ACCOUNTING
OR FACTUAL MATTERS.
THE REVIEWING ACCOUNTANT SHALL ONLY CONSIDER ISSUES,
AMOUNTS OR MATTERS DISPUTED IN A STATEMENT OF OBJECTION DELIVERED WITHIN THE
APPLICABLE THIRTY (30) DAY PERIOD.
THE DETERMINATION OF THE REVIEWING
ACCOUNTANT SHALL BE FINAL AND BINDING ON THE PARTIES HERETO.
(D)
THE FEES AND EXPENSES OF THE REVIEWING ACCOUNTANT SHALL BE BORNE BY BUYER
AND THE SELLERS IN INVERSE PROPORTION AS THEY MAY PREVAIL ON MATTERS RESOLVED BY
THE REVIEWING ACCOUNTANT, AND SUCH PROPORTIONATE ALLOCATION SHALL ALSO BE
DETERMINED BY THE REVIEWING ACCOUNTANT WHEN THEIR DETERMINATION IS RENDERED ON
THE MERITS OF THE MATTER SUBMITTED.
FOR ILLUSTRATION PURPOSES ONLY: (I) IF THE
TOTAL AMOUNT OF DISPUTED ITEMS BY THE SELLERS IS $100,000 AND THE REVIEWING
ACCOUNTANT AWARD THE SELLERS $50,000, THEN THE SELLERS AND BUYER SHALL BEAR THE
REVIEWING ACCOUNTANT'S FEES AND EXPENSES EQUALLY; OR (II) IF THE TOTAL AMOUNT OF
THE SELLERS' DISPUTED ITEMS IS $100,000 AND THE REVIEWING ACCOUNTANT AWARD THE
SELLERS $75,000, THEN