CLOSING ADJUSTMENT.
(A)
WITHIN SIXTY (60) DAYS AFTER THE CLOSING DATE, PURCHASER SHALL
PROVIDE SELLERS BALANCE SHEETS OF THE COMPANIES (THE "PURCHASER DETERMINATIONS")
WHICH WILL CONSTITUTE PURCHASER'S DETERMINATION OF NET BOOK VALUE OF THE
COMPANIES (WITHOUT DUPLICATION IN THE CASE OF SUBSIDIARIES), COMPUTED IN
ACCORDANCE WITH U.S. GENERALLY ACCEPTED ACCOUNTING PRINCIPLES ("GAAP") EFFECTIVE
AS OF THE CLOSING.
IF WITHIN THIRTY DAYS FOLLOWING DELIVERY OF THE PURCHASER
DETERMINATIONS, SELLERS HAVE NOT GIVEN PURCHASER NOTICE OF AN OBJECTION TO THE
PURCHASER DETERMINATIONS (SUCH NOTICE MUST CONTAIN A STATEMENT OF THE BASIS OF
SELLERS' OBJECTION), THEN THE CALCULATIONS OF NET BOOK VALUE OF THE COMPANIES
REFLECTED IN THE PURCHASER DETERMINATIONS WILL BE FINAL.
IF SELLERS GIVE NOTICE
OF OBJECTION, THEN THE ISSUES IN DISPUTE WILL BE SUBMITTED TO ERNST & YOUNG,
LLP, CERTIFIED PUBLIC ACCOUNTANTS (THE "ACCOUNTANTS"), FOR RESOLUTION. IF ISSUES
IN DISPUTE ARE SUBMITTED TO THE ACCOUNTANTS FOR RESOLUTION, (I) EACH PARTY WILL
FURNISH TO THE ACCOUNTANTS SUCH WORK PAPERS AND OTHER DOCUMENTS AND INFORMATION
RELATING TO THE DISPUTED ISSUES AS THE ACCOUNTANTS MAY REQUEST AND ARE AVAILABLE
TO THAT PARTY OR ITS SUBSIDIARIES (OR ITS INDEPENDENT PUBLIC ACCOUNTANTS), AND
WILL BE AFFORDED THE OPPORTUNITY TO PRESENT TO THE ACCOUNTANTS ANY MATERIAL
RELATING TO THE DETERMINATION AND TO DISCUSS THE DETERMINATION WITH THE
ACCOUNTANTS; (II) THE DETERMINATION BY THE ACCOUNTANTS, AS SET FORTH IN A NOTICE
DELIVERED TO BOTH PARTIES BY THE ACCOUNTANTS, WILL BE BINDING AND CONCLUSIVE ON
THE PARTIES; AND (III) PURCHASER AND SELLERS WILL EACH BEAR FIFTY PERCENT (50%)
OF THE FEES OF THE ACCOUNTANTS FOR SUCH DETERMINATION.
4
(B)
IN THE EVENT NET BOOK VALUE IS LESS THAN THIRTY-EIGHT MILLION AND
NO/100 DOLLARS ($38,000,000.00) THE PURCHASE PRICE SHALL BE REDUCED DOLLAR FOR
DOLLAR BY ANY DEFICIENCY.
ALL PAYMENTS WILL BE MADE TOGETHER WITH INTEREST AT
THE FEDERAL FUNDS RATE BEGINNING ON THE CLOSING AND ENDING ON THE DATE OF
PAYMENT. PAYMENTS MUST BE MADE IN IMMEDIATELY AVAILABLE FUNDS.
PAYMENTS TO
PURCHASER MUST BE MADE BY WIRE TRANSFER TO SUCH BANK ACCOUNT AS PURCHASER WILL
SPECIFY.
1.4
CLOSING.
The closing (the "Closing") shall take place at the offices of Liskow & Lewis, A
Professional Law Corporation, Lafayette, Louisiana, on a mutually agreeable date
(the "Closing Date"), but not later than ten (10) days following satisfaction of
all conditions to Closing set forth in ARTICLE IX.
Assuming the conditions set
forth in ARTICLE IX shall have been satisfied, the Closing shall be deemed
effective as of the close of business of the Companies on the date of the
Closing.
At the Closing:
(A)
PURCHASER SHALL DELIVER THE CASH AT CLOSING TO SELLERS BY WIRE
TRANSFER OR CERTIFIED FUNDS, ALLOCATED AMONG THE SELLERS IN ACCORDANCE WITH
SCHEDULE 1.2(C).
(B)
PURCHASER SHALL DELIVER TO THE SELLERS THE NOTES.
(C)
SELLERS SHALL DELIVER TO PURCHASER: (I) ASSIGNMENTS AND BILLS OF
SALE SUBSTANTIALLY IN THE FORM OF EXHIBIT 1.4(C) HERETO, SELLING AND ASSIGNING
ALL OF THE SHARES AND THE MEMBERSHIP INTERESTS; (II) ALL OF THE SHARES WITH
STOCK POWERS EXECUTED IN BLANK; AND