may reasonably request for the
purpose of reviewing
Buyer's calculation of the Purchase Price Adjustment Items. The parties hereto
acknowledge and agree that Seller may retain Moore Stephens Frost for the
purpose of assisting Seller in its review of Buyer's calculation of the Purchase
Price Adjustment Items.
(C)
OBJECTION BY SELLER. ON OR PRIOR TO THE LAST DAY OF THE REVIEW
PERIOD, SELLER MAY OBJECT TO BUYER'S CALCULATION OF THE PURCHASE PRICE
ADJUSTMENT ITEMS BY DELIVERING TO BUYER A WRITTEN STATEMENT SETTING FORTH A
REASONABLE BASIS FOR SELLER'S OBJECTIONS TO BUYER'S CALCULATION OF THE PURCHASE
PRICE ADJUSTMENT ITEMS (THE "STATEMENT OF OBJECTIONS"). IF SELLER FAILS TO
DELIVER THE STATEMENT OF OBJECTIONS WITHIN THE REVIEW PERIOD, BUYER'S
CALCULATION OF THE PURCHASE PRICE ADJUSTMENT ITEMS SHALL BE DEEMED TO HAVE BEEN
ACCEPTED BY SELLER AND SHALL BE USED IN COMPUTING THE DIFFERENCE BETWEEN THE
PURCHASE PRICE AND THE CLOSING PAYMENT (THE "ADJUSTMENT AMOUNT"). IF SELLER
DELIVERS THE STATEMENT OF OBJECTIONS WITHIN THE REVIEW PERIOD, SELLER AND BUYER
SHALL NEGOTIATE IN GOOD FAITH TO RESOLVE SUCH OBJECTIONS, AND, IF THE SAME ARE
SO RESOLVED, THE CALCULATION OF THE PURCHASE PRICE WITH SUCH CHANGES TO THE
PURCHASE PRICE ADJUSTMENT ITEMS AS MAY HAVE BEEN PREVIOUSLY AGREED IN WRITING BY
SELLER AND BUYER SHALL BE FINAL AND BINDING.
(D)
RESOLUTION OF DISPUTES. IF SELLER AND BUYER SHALL FAIL TO REACH AN
AGREEMENT WITH RESPECT TO ALL OF THE MATTERS SET FORTH IN THE STATEMENT OF
OBJECTIONS, THEN SUCH MATTERS SHALL, NOT LATER THAN FIFTEEN (15) DAYS AFTER ONE
OF THE PARTIES AFFIRMATIVELY TERMINATES DISCUSSIONS IN WRITING WITH RESPECT TO
THE STATEMENT OF OBJECTIONS, BE SUBMITTED FOR RESOLUTION TO THE NEW YORK OFFICE
OF KPMG LLP (THE "ACCOUNTING EXPERT") WHO SHALL, ACTING AS EXPERTS AND NOT AS
ARBITRATORS, RESOLVE THE DISPUTES SET FORTH IN THE STATEMENT OF OBJECTIONS AND
MAKE ANY ADJUSTMENTS TO THE CALCULATION OF THE PURCHASE PRICE.
(E)
FEES OF THE ACCOUNTING EXPERT. THE FEES OF THE ACCOUNTING EXPERT
SHALL BE DIVIDED EQUALLY BETWEEN SELLER AND BUYER.
(F)
ACCESS TO SUPPORTING DOCUMENTATION. SUBJECT TO, AND TO THE EXTENT
PERMITTED BY, ANY APPLICABLE LAWS, SELLER AND BUYER AND THEIR RESPECTIVE
REPRESENTATIVES SHALL EACH MAKE READILY AVAILABLE TO THE ACCOUNTING EXPERT ALL
RELEVANT WORK PAPERS AND BOOKS AND RECORDS RELATING TO THE COMPANY AND THOSE
RELATING TO SELLER (BUT ONLY TO THE EXTENT THAT THEY RELATE TO THE COMPANY), AND
COPIES OF ALL SUCH MATERIALS AND INFORMATION PROVIDED BY A PARTY TO THE
ACCOUNTING EXPERT SHALL BE CONCURRENTLY DELIVERED TO THE OTHER PARTY TO THE
PROCEEDING.
(G)
DETERMINATION BY ACCOUNTING EXPERT. THE PARTIES SHALL JOINTLY
INSTRUCT THE ACCOUNTING EXPERT TO MAKE A DETERMINATION AS SOON AS PRACTICABLE
WITHIN THIRTY (30) DAYS (OR SUCH OTHER TIME AS THE PARTIES HERETO SHALL AGREE IN
WRITING) AFTER ITS ENGAGEMENT AND ITS RESOLUTION OF THE DISPUTE AND ITS
ADJUSTMENTS TO THE CALCULATION OF THE PURCHASE PRICE SHALL BE CONCLUSIVE AND
BINDING UPON THE PARTIES HERETO.
(H)
PAYMENT OF ADJUSTMENT AMOUNT. WITHIN TWO (2) BUSINESS DAYS OF THE
LATER OF