DATE, PARENT SHALL CONDUCT
A PHYSICAL INVENTORY OF THE INVENTORY AND SHALL PERFORM THE RELATED PHYSICAL
INVENTORY RECONCILIATION AS TO THE INVENTORY AS OF THE CLOSING DATE, BASED ON A
FULL PHYSICAL COUNT (THE "CLOSING PHYSICAL INVENTORY COUNT").
BUYER AND EACH
PARTY'S INDEPENDENT AUDITORS AND OTHER REPRESENTATIVES SHALL HAVE THE RIGHT TO
OBSERVE THE CLOSING PHYSICAL INVENTORY COUNT TAKEN BY PARENT PURSUANT TO THE
PRECEDING SENTENCE.
THE CLOSING PHYSICAL INVENTORY COUNT TAKEN IN ACCORDANCE
WITH THIS SECTION 2.11(B) SHALL BE THE SOLE PHYSICAL INVENTORY COUNT USED IN THE
PREPARATION OF THE CLOSING BALANCE SHEET, AND NEITHER BUYER NOR SELLERS (NOR THE
INDEPENDENT ACCOUNTANTS TO THE EXTENT HEREINAFTER PROVIDED FOR) SHALL BE
REQUIRED TO, AND NONE OF THEM SHALL, EXCEPT AS PROVIDED BELOW IN CONNECTION WITH
A DISPUTE AS TO INVENTORY RECONCILIATION, USE ANY PHYSICAL INVENTORY COUNT OTHER
THAN THE CLOSING PHYSICAL INVENTORY COUNT FOR PURPOSES OF PREPARING THE CLOSING
BALANCE SHEET (OR IN THE CASE OF THE INDEPENDENT ACCOUNTANTS FOR RESOLVING ANY
DISPUTE WITH RESPECT THERETO).
THE PARTIES AGREE THAT ANY DISPUTE BETWEEN THE
PARTIES ARISING IN THE COURSE OF THE PHYSICAL INVENTORY COUNT SHALL BE RESOLVED
BY THE PARTIES, ACTING IN GOOD FAITH, IMMEDIATELY UPON THE DISPUTE ARISING,
INCLUDING, TO THE EXTENT NECESSARY, ASKING THE SENIOR REPRESENTATIVES OF EACH
PARTY PRESENT TO REVIEW THE DISPUTE AND RESOLVE IT BY REASONABLE MEANS TAKEN IN
GOOD FAITH.
ANY DISPUTE BETWEEN THE PARTIES ARISING IN CONNECTION WITH THE
PHYSICAL INVENTORY RECONCILIATION CONTEMPLATED ABOVE SHALL LIKEWISE BE RESOLVED,
TO THE EXTENT REASONABLY POSSIBLE, AT THE TIME OF THE RECONCILIATION ACTIVITIES
IN THE SAME MANNER AS WITH RESPECT TO RESOLVING A DISPUTE IN THE PHYSICAL
INVENTORY COUNT AS PROVIDED ABOVE.
SHOULD, HOWEVER, SUCH EFFORTS NOT RESULT IN
A RESOLUTION OF SUCH DISPUTE AS TO INVENTORY RECONCILIATION, THEN, AS SOON AFTER
THE FAILURE OF SUCH RESOLUTION AS TO INVENTORY RECONCILIATION AS IS PRACTICABLE,
THERE SHALL BE UNDERTAKEN A PHYSICAL INVENTORY RECOUNT AS TO THE INVENTORY
AFFECTED BY THE DISPUTE AS TO WHICH THE FOREGOING PROCEDURES FOR DISPUTE
RESOLUTION SHALL BE APPLIED.
EITHER PARTY MAY, AT ITS SOLE EXPENSE, ASK THE
INDEPENDENT ACCOUNTANTS TO OBSERVE ANY SUCH PHYSICAL INVENTORY RECOUNT FOLLOWING
AN INVENTORY RECONCILIATION DISPUTE, WHICH INDEPENDENT ACCOUNTANTS SHALL
THEREAFTER, IF THEY SO OBSERVE SUCH PHYSICAL INVENTORY RECOUNT, HAVE COMPLETE
AND FINAL AUTHORITY TO RESOLVE FINALLY ANY DISPUTE ARISING BY REASON OF THE
PHYSICAL RECOUNT OR THE RECONCILIATION FOLLOWING THEREAFTER.
(C)
IF WITHIN THIRTY (30) DAYS FOLLOWING
DELIVERY OF THE CLOSING BALANCE SHEET AND THE CLOSING NET ASSET VALUE
CALCULATION SELLERS HAVE NOT GIVEN BUYER WRITTEN NOTICE OF THEIR OBJECTION AS TO
THE CLOSING NET ASSET VALUE CALCULATION (WHICH NOTICE SHALL STATE THE BASIS OF
SELLERS' OBJECTION), THEN THE CLOSING NET ASSET VALUE CALCULATED BY BUYER SHALL
BE BINDING AND CONCLUSIVE ON THE PARTIES AND BE USED IN COMPUTING THE ADJUSTMENT
AMOUNT.
(D)
IF SELLERS DULY GIVE BUYER SUCH NOTICE OF
OBJECTION, AND IF SELLERS AND BUYER FAIL TO RESOLVE THE ISSUES OUTSTANDING WITH
RESPECT TO THE CLOSING BALANCE SHEET AND THE CALCULATION OF THE CLOSING