Estimated Closing
Adjustment Amounts for the Specified Businesses is a positive number, then the
Cash Consideration payable at the Closing shall be increased by such sum.
(B)
AS SOON AS PRACTICABLE BUT IN NO EVENT MORE THAN 90 DAYS FOLLOWING
THE CLOSING, BUYER SHALL PREPARE, OR CAUSE TO BE PREPARED, AND DELIVER TO
SELLER, WITH RESPECT TO EACH SPECIFIED BUSINESS, A STATEMENT (EACH, A "BUYER'S
STATEMENT") OF THE ACTUAL CLOSING ADJUSTMENT AMOUNT, AS OF THE CLOSING DATE,
WHICH SHALL BE DETERMINED IN ACCORDANCE WITH THIS AGREEMENT. EACH BUYER'S
STATEMENT SHALL BE ACCOMPANIED BY A CERTIFICATION OF BUYER'S CHIEF FINANCIAL
OFFICER TO THE EFFECT THAT SUCH BUYER'S STATEMENT HAS BEEN PREPARED IN
ACCORDANCE WITH THIS AGREEMENT BASED ON THE BOOKS AND RECORDS OF SUCH SPECIFIED
BUSINESS.
(C)
SELLER AND SELLER'S ACCOUNTANTS SHALL COMPLETE THEIR REVIEW OF
EACH OF THE BUYER'S STATEMENTS AND BUYER'S CALCULATIONS OF THE CLOSING
ADJUSTMENT AMOUNT WITHIN 30 DAYS AFTER DELIVERY THEREOF BY BUYER. IN THE EVENT
THAT SELLER DETERMINES IN GOOD FAITH THAT ANY BUYER'S STATEMENT HAS NOT BEEN
PREPARED IN ACCORDANCE WITH THIS AGREEMENT, SELLER SHALL, ON OR BEFORE THE LAST
DAY OF SUCH 30-DAY PERIOD, SO INFORM BUYER IN WRITING SETTING FORTH A SPECIFIC
DESCRIPTION OF THE BASIS OF SELLER'S DETERMINATION AND THE ADJUSTMENTS TO SUCH
BUYER'S STATEMENT AND THE CORRESPONDING ADJUSTMENTS TO THE APPLICABLE CLOSING
ADJUSTMENT AMOUNT THAT SELLER BELIEVES SHOULD BE MADE IN ACCORDANCE WITH THIS
AGREEMENT (A "SELLER'S OBJECTION"). IF NO SELLER'S OBJECTION IS RECEIVED BY
BUYER ON OR BEFORE THE LAST DAY OF SUCH 30-DAY PERIOD, THEN THE CLOSING
ADJUSTMENT AMOUNT SET FORTH IN A BUYER'S STATEMENT SHALL BE FINAL AND BINDING
UPON SELLER. BUYER SHALL HAVE 30 DAYS FROM ITS RECEIPT OF A SELLER'S OBJECTION
TO REVIEW AND RESPOND TO SUCH SELLER'S OBJECTION.
(D)
IF SELLER AND BUYER ARE UNABLE TO RESOLVE ALL OF THEIR
DISAGREEMENTS WITH RESPECT TO THE PROPOSED ADJUSTMENTS SET FORTH IN ANY SELLER'S
OBJECTION WITHIN 15 DAYS FOLLOWING THE COMPLETION OF BUYER'S REVIEW OF SUCH
SELLER'S OBJECTION, THEY SHALL REFER ANY REMAINING DISAGREEMENTS TO THE CPA FIRM
WHICH, ACTING AS EXPERTS AND NOT AS ARBITRATORS, SHALL DETERMINE, IN ACCORDANCE
WITH THIS AGREEMENT BASED ON THE BOOKS AND RECORDS OF THE APPLICABLE SPECIFIED
BUSINESS, AND ONLY WITH RESPECT TO THE REMAINING DIFFERENCES SO SUBMITTED (AND
WITHIN THE RANGE OF DISPUTE BETWEEN BUYER'S STATEMENT AND SELLER'S OBJECTION
WITH RESPECT TO EACH SUCH DIFFERENCE), WHETHER AND TO WHAT EXTENT, IF ANY, ANY
CLOSING ADJUSTMENT AMOUNT REQUIRES ADJUSTMENT. BUYER AND SELLER SHALL INSTRUCT
THE CPA FIRM TO DELIVER ITS WRITTEN DETERMINATION TO BUYER AND SELLER NO LATER
THAN 30 DAYS AFTER THE REMAINING DIFFERENCES UNDERLYING ANY SUCH SELLER'S
OBJECTION ARE REFERRED TO THE CPA FIRM. THE CPA FIRM'S DETERMINATION SHALL BE
CONCLUSIVE AND BINDING UPON BUYER AND SELLER AND THEIR RESPECTIVE AFFILIATES.
WITH RESPECT TO EACH SELLER'S OBJECTION, THE FEES AND DISBURSEMENTS OF THE CPA
FIRM SHALL BE BORNE EQUALLY BY SELLER AND BUYER. BUYER AND SELLER SHALL MAKE
READILY AVAILABLE TO THE CPA FIRM ALL RELEVANT BOOKS AND RECORDS