SELLING ENTITIES CLOSING CASH IN ANY RESPECT.
(B)
PURCHASER AND PURCHASER'S ACCOUNTANTS AND FINANCIAL AND OTHER ADVISORS MAY
MAKE REASONABLE INQUIRIES OF SELLER AND/OR SELLER'S ACCOUNTANTS REGARDING
QUESTIONS CONCERNING OR DISAGREEMENTS WITH THE CLOSING STATEMENT ARISING IN THE
COURSE OF PURCHASER'S REVIEW.
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PURCHASER SHALL COMPLETE ITS REVIEW OF THE CLOSING STATEMENT WITHIN THIRTY (30)
DAYS AFTER THE DELIVERY THEREOF TO PURCHASER.
PROMPTLY FOLLOWING COMPLETION OF
ITS REVIEW (BUT IN NO EVENT LATER THAN TEN (10) BUSINESS DAYS FOLLOWING THE
CONCLUSION OF THE THIRTY (30) DAY PERIOD), PURCHASER SHALL SUBMIT TO SELLER A
LETTER REGARDING ITS CONCURRENCE OR DISAGREEMENT WITH THE ACCURACY OF THE
CLOSING STATEMENT; PROVIDED THAT IF PURCHASER SUBMITS A LETTER OF DISAGREEMENT
SUCH LETTER WILL SPECIFY (I) THE ITEMS OF THE CLOSING STATEMENT WITH WHICH
PURCHASER DISAGREES, (II) THE ADJUSTMENTS THAT PURCHASER PROPOSES TO BE MADE TO
THE CLOSING STATEMENT AND (III) THE SPECIFIC AMOUNT OF SUCH DISAGREEMENT AND ALL
SUPPORTING DOCUMENTATION AND CALCULATIONS; AND PROVIDED, FURTHER, THAT
(I) PURCHASER MAY ONLY DISAGREE WITH THE CLOSING STATEMENT TO THE EXTENT
PURCHASER CLAIMS SELLER DID NOT PREPARE THE CLOSING STATEMENT IN A MANNER
CONSISTENT WITH THE POLICIES AND PRINCIPLES SET FORTH ON EXHIBIT A, AND
(II) PURCHASER MAY ONLY DISAGREE WITH THE CLOSING STATEMENT IF PURCHASER'S
PROPOSED CALCULATION WILL RESULT IN AN ADJUSTMENT TO THE GROSS PURCHASE PRICE.
UNLESS PURCHASER DELIVERS A LETTER DISAGREEING WITH THE ACCURACY OF THE CLOSING
STATEMENT WITHIN TEN (10) BUSINESS DAYS FOLLOWING THE CONCLUSION OF SUCH THIRTY
(30) DAY PERIOD, THE CLOSING STATEMENT SHALL BE FINAL AND BINDING UPON THE
PARTIES.
FOLLOWING DELIVERY OF SUCH A LETTER SO DISAGREEING, SELLER AND
PURCHASER SHALL ATTEMPT IN GOOD FAITH TO RESOLVE PROMPTLY ANY DISAGREEMENT AS TO
THE COMPUTATION OF ANY ITEM IN THE CLOSING STATEMENT AND ANY ITEMS AS TO WHICH
THERE IS NO DISAGREEMENT SHALL BE DEEMED AGREED.
IF A RESOLUTION OF SUCH
DISAGREEMENT HAS NOT BEEN EFFECTED WITHIN FIFTEEN (15) DAYS (OR LONGER, AS
MUTUALLY AGREED BY THE PARTIES) AFTER DELIVERY OF SUCH LETTER, THEN SELLER AND
PURCHASER SHALL SUBMIT ANY DISAGREEMENT REGARDING THE CLOSING STATEMENT (A
"DISPUTED ITEM") TO ERNST & YOUNG L.L.P. (THE "ACCOUNTANT") FOR DETERMINATION.
THE DETERMINATION OF THE ACCOUNTANT WITH RESPECT TO ANY DISPUTED ITEM SHALL BE
COMPLETED WITHIN THIRTY (30) DAYS AFTER THE APPOINTMENT OF THE ACCOUNTANT AND
SHALL BE DETERMINED IN ACCORDANCE WITH THIS AGREEMENT AND BE FINAL AND BINDING
UPON SELLER AND PURCHASER.
THE ACCOUNTANT SHALL ADOPT A POSITION WITHIN THE
RANGE OF POSITIONS SUBMITTED BY SELLER AND PURCHASER WITH RESPECT TO ANY
DISPUTED ITEM.
THE ACCOUNTANT'S DETERMINATION REGARDING ANY DISPUTED ITEM SHALL
BE BASED SOLELY ON WHETHER SELLER INCLUDED SUCH DISPUTED ITEM IN OR EXCLUDED
SUCH DISPUTED ITEM FROM THE CLOSING STATEMENT OR CALCULATED SUCH DISPUTED ITEM,
AS THE CASE MAY BE, IN A MANNER CONSISTENT WITH THE POLICIES AND PRINCIPLES SET
FORTH ON EXHIBIT A.
WORKING CAPITAL AS FINALLY DETERMINED IN ACCORDANCE
HEREWITH SHALL BE REFERRED TO AS "CLOSING DATE WORKING CAPITAL."
THE CONVEYED
ENTITIES CLOSING CASH AND THE ASSET SELLING ENTITIES CLOSING