(OR A WHOLLY-OWNED SUBSIDIARY OF BUYER AS DESIGNATED BY BUYER) TO ASSUME THE
ASSUMED LIABILITIES AS AND TO THE EXTENT PROVIDED IN SECTION 2.2(A) (THE
ASSUMPTION AGREEMENT AND SUCH OTHER INSTRUMENTS REFERRED TO IN CLAUSE (II) BEING
COLLECTIVELY REFERRED TO HEREIN AS THE "ASSUMPTION INSTRUMENTS").
AT THE
CLOSING, THERE SHALL ALSO BE DELIVERED TO SELLERS AND BUYER THE CERTIFICATES AND
OTHER CONTRACTS, DOCUMENTS AND INSTRUMENTS REQUIRED TO BE DELIVERED PURSUANT TO
ARTICLE VII HEREOF.
2.4
POST CLOSING PURCHASE PRICE ADJUSTMENTS
(A)
PREPARATION OF CLOSING NET ASSET VALUE
STATEMENT.
AS SOON AS REASONABLY PRACTICABLE AFTER THE CLOSING DATE, SELLERS
SHALL PREPARE AND DELIVER TO BUYER AT SELLERS' EXPENSE AN UNAUDITED CLOSING NET
ASSET VALUE STATEMENT INDICATING THE
18
Closing Net Asset Value as of the Closing Date (the "Closing Net Asset Value
Statement").
The date Sellers deliver the Closing Net Asset Value Statement
shall be referred to as the "Notice Date".
Buyer shall reasonably cooperate
with Sellers to enable the preparation of the Closing Net Asset Value Statement
including but not limited to providing Sellers information related to the
Business and making Employees of the Business available to Sellers as Sellers
deem reasonably necessary for the preparation of the Closing Net Asset Value
Statement.
(B)
VERIFICATION.
AS SOON AS REASONABLY PRACTICABLE AFTER THE NOTICE
DATE (BUT NOT LATER THAN THIRTY (30) DAYS AFTER THE NOTICE DATE), BUYER SHALL
VERIFY THAT THE CLOSING NET ASSET VALUE IS ACCURATELY REFLECTED ON THE CLOSING
NET ASSET VALUE STATEMENT (THE "VERIFICATION").
SELLERS SHALL REASONABLY
COOPERATE WITH BUYER TO ENABLE BUYER TO PERFORM THE VERIFICATION.
(C)
REVIEW OF PRELIMINARY CLOSING.
BUYER SHALL BE GIVEN FULL ACCESS,
DURING REGULAR BUSINESS HOURS, TO THE RELEVANT RECORDS AND WORKING PAPERS USED
BY SELLERS TO PREPARE THE CLOSING NET ASSET VALUE STATEMENT FOR THE PURPOSE OF
CONDUCTING THE VERIFICATION IN RELATION TO THE CLOSING NET ASSET VALUE
STATEMENT.
IF BUYER BELIEVES THAT ANY CHANGES ARE REQUIRED TO BE MADE TO THE
CLOSING NET ASSET VALUE STATEMENT AND THE CLOSING NET ASSET VALUE DUE TO
DIFFERENCES BETWEEN THE CLOSING NET ASSET VALUE STATEMENT AND THE RESULTS OF THE
VERIFICATION (A "MATERIAL UNCERTAINTY"), BUYER SHALL, WITHIN THIRTY (30) DAYS
FOLLOWING THE NOTICE DATE (THE "DISPUTE PERIOD"), GIVE WRITTEN NOTICE TO SELLERS
(A "DISPUTE NOTICE") OF ANY SUCH MATERIAL UNCERTAINTY, DESCRIBING THE MATERIAL
UNCERTAINTY AND THE BASIS FOR THE MATERIAL UNCERTAINTY IN REASONABLE DETAIL.
THE CLOSING NET ASSET VALUE STATEMENT SHALL BE BINDING AND CONCLUSIVE UPON, AND
DEEMED ACCEPTED BY, BUYER UNLESS BUYER SHALL HAVE TIMELY DELIVERED A DISPUTE
NOTICE TO SELLERS DURING THE DISPUTE PERIOD.
(D)
DISPUTES.
DISPUTES BETWEEN BUYER AND SELLERS RELATING TO THE
CLOSING NET ASSET VALUE STATEMENT THAT CANNOT BE RESOLVED BY THEM WITHIN THIRTY
(30) DAYS AFTER RECEIPT BY SELLERS OF A DISPUTE NOTICE SHALL BE REFERRED FOR
ARBITRATION TO AN INDEPENDENT ACCOUNTING FIRM THAT HAS NOT PROVIDED AUDIT
SERVICES TO ANY PARTY OR ANY OF ITS SUBSIDIARIES OR AFFILIATES IN THE THREE
YEARS PRIOR TO THE DATE OF SUCH REFERRAL AND THAT NONE OF THE PARTIES