BE PERFORMED PRIOR TO CLOSING BY BUYER HAVE BEEN
PERFORMED.
2.5
PURCHASE PRICE ADJUSTMENT.
THE PURCHASE
PRICE SHALL BE ADJUSTED AFTER THE CLOSING AS FOLLOWS:
(A)
CLOSING BALANCE SHEET.
WITHIN SIXTY (60)
DAYS AFTER THE CLOSING DATE, THE COMPANY (ON BEHALF OF BUYER) SHALL DELIVER TO
SELLERS A STATEMENT SETTING FORTH (I) THE ADJUSTED CLOSING NET WORKING CAPITAL
AND (II) THE CLOSING NET CASH (THE "CLOSING BALANCE SHEET").
FOR REFERENCE AND
ILLUSTRATION PURPOSES ONLY, A BALANCE SHEET OF THE
19
COMPANY DATED DECEMBER 31, 2007 IS ATTACHED HERETO AS EXHIBIT 2.5.
THE CLOSING
BALANCE SHEET SHALL BECOME FINAL AND BINDING UPON BUYER AND SELLERS ON THE 45TH
DAY FOLLOWING DELIVERY THEREOF, UNLESS SELLERS GIVE NOTICE OF DISAGREEMENT WITH
THE CLOSING BALANCE SHEET (A "NOTICE OF DISAGREEMENT") TO BUYER PRIOR TO SUCH
DATE.
ANY NOTICE OF DISAGREEMENT SHALL (I) SPECIFY IN REASONABLE DETAIL THE
NATURE OF ANY DISAGREEMENT SO ASSERTED AND (II) ONLY INCLUDE DISAGREEMENTS BASED
ON MATHEMATICAL ERRORS OR BASED ON THE CLOSING BALANCE SHEET NOT BEING
CALCULATED PURSUANT TO THIS SECTION 2.5.
IF A NOTICE OF DISAGREEMENT IS
RECEIVED BY BUYER IN A TIMELY MANNER, THEN THE CLOSING BALANCE SHEET (AS REVISED
IN ACCORDANCE WITH THIS SENTENCE) SHALL BECOME FINAL AND BINDING UPON BUYER AND
SELLERS ON THE EARLIER OF (A) THE DATE BUYER AND SELLERS RESOLVE IN WRITING ANY
DIFFERENCES THEY HAVE WITH RESPECT TO THE MATTERS SPECIFIED IN THE NOTICE OF
DISAGREEMENT AND (B) THE DATE ANY DISPUTED MATTERS ARE FINALLY RESOLVED IN
WRITING BY THE ACCOUNTING FIRM.
DURING THE 30-DAY PERIOD FOLLOWING THE DELIVERY
OF A NOTICE OF DISAGREEMENT, BUYER AND SELLERS SHALL USE THEIR COMMERCIALLY
REASONABLE EFFORTS AND SEEK IN GOOD FAITH TO RESOLVE IN WRITING ANY DIFFERENCES
THAT THEY MAY HAVE WITH RESPECT TO THE MATTERS SPECIFIED IN THE NOTICE OF
DISAGREEMENT.
AT THE END OF SUCH 30-DAY PERIOD, BUYER AND SELLERS SHALL SUBMIT
TO AN INDEPENDENT ACCOUNTING FIRM (THE "ACCOUNTING FIRM") FOR ARBITRATION, IN
ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS SECTION 2.5, ONLY MATTERS THAT
REMAIN IN DISPUTE AND WERE PROPERLY INCLUDED IN THE NOTICE OF DISAGREEMENT IN
ACCORDANCE WITH THIS SECTION 2.5 AND ANY CLAIM OF CALCULATION-RELATED ERRORS.
THE ACCOUNTING FIRM SHALL BE BDO SEIDMAN, LLP (WHICH THE PARTIES REPRESENT HAS
NOT PROVIDED SERVICES TO ANY OF THEM OR THEIR RESPECTIVE SUBSIDIARIES DURING THE
PAST THREE YEARS) OR, IF SUCH FIRM IS UNABLE OR UNWILLING TO ACT, SUCH OTHER
NATIONALLY OR REGIONALLY RECOGNIZED INDEPENDENT PUBLIC ACCOUNTING FIRM AS SHALL
BE MUTUALLY AGREED UPON BY BUYER AND SELLERS IN WRITING.
BUYER AND SELLERS
SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE ACCOUNTING FIRM TO
RENDER A WRITTEN DECISION RESOLVING THE MATTERS SUBMITTED TO THE ACCOUNTING FIRM
WITHIN THIRTY (30) DAYS OF THE RECEIPT OF SUCH SUBMISSION.
THE ACCOUNTING FIRM
SHALL DETERMINE THE ADJUSTED CLOSING NET WORKING CAPITAL AND CLOSING NET CASH
PURSUANT TO THIS SECTION 2.5 IN ACCORDANCE WITH GAAP; PROVIDED, HOWEVER, THAT NO
ADJUSTMENT SHALL BE MADE BY THE ACCOUNTING FIRM IN FAVOR OF SELLERS WITH RESPECT
TO