AND THE SUPPORTING
SCHEDULES, ANALYSES, WORKPAPERS, AND OTHER UNDERLYING RECORDS OR DOCUMENTATION
AS ARE REASONABLY NECESSARY AND APPROPRIATE IN PURCHASER'S REVIEW OF SUCH
STATEMENT.
EACH PARTY SHALL COOPERATE FULLY AND PROMPTLY WITH THE OTHER AND
THEIR RESPECTIVE REPRESENTATIVES IN SUCH EXAMINATION WITH RESPECT TO ALL
REASONABLE REQUESTS RELATED THERETO.
AS SOON AS REASONABLY PRACTICABLE BUT NOT
LATER THAN THE 30TH DAY FOLLOWING RECEIPT OF SELLER'S STATEMENT HEREUNDER,
PURCHASER SHALL DELIVER TO SELLER A WRITTEN REPORT CONTAINING ANY CHANGES THAT
PURCHASER PROPOSES BE MADE TO SUCH STATEMENT. SELLER AND PURCHASER SHALL
UNDERTAKE TO AGREE ON THE FINAL STATEMENT OF THE FINAL PURCHASE PRICE NO LATER
THAN ONE HUNDRED EIGHTY (180) DAYS AFTER THE CLOSING DATE (THE "FINAL SETTLEMENT
DATE").
IN THE EVENT THAT SELLER AND PURCHASER CANNOT REACH AGREEMENT BY THE
FINAL SETTLEMENT DATE, EITHER PARTY MAY REFER THE REMAINING MATTERS IN DISPUTE
TO ERNST & YOUNG LLP, OR SUCH OTHER NATIONALLY-RECOGNIZED INDEPENDENT ACCOUNTING
FIRM AS MAY BE MUTUALLY ACCEPTED BY PURCHASER AND SELLER, FOR REVIEW AND FINAL
DETERMINATION (THE "AGREED ACCOUNTING FIRM").
IF ISSUES ARE SUBMITTED TO THE
AGREED ACCOUNTING FIRM FOR RESOLUTION, SELLER AND PURCHASER SHALL EACH ENTER
INTO A CUSTOMARY ENGAGEMENT LETTER WITH THE AGREED ACCOUNTING FIRM AT THE TIME
THE ISSUES REMAINING IN DISPUTE ARE SUBMITTED TO THE AGREED ACCOUNTING FIRM.
THE AGREED ACCOUNTING FIRM WILL BE DIRECTED TO (I) REVIEW THE STATEMENT SETTING
FORTH SELLER'S CALCULATION OF THE FINAL PURCHASE PRICE AND THE RECORDS RELATING
THERETO ONLY WITH RESPECT TO ITEMS IDENTIFIED BY PURCHASER IN ITS WRITTEN REPORT
CONTAINING CHANGES TO SUCH STATEMENT THAT REMAIN DISPUTED IMMEDIATELY FOLLOWING
THE FINAL SETTLEMENT DATE AND (II) DETERMINE THE FINAL ADJUSTMENTS.
EACH PARTY
SHALL FURNISH THE AGREED ACCOUNTING FIRM SUCH WORK PAPERS AND OTHER RECORDS AND
INFORMATION RELATING TO THE OBJECTIONS IN DISPUTE AS THE AGREED ACCOUNTING FIRM
MAY REASONABLY REQUEST AND THAT ARE AVAILABLE TO SUCH PARTY OR ITS AFFILIATES
(AND SUCH PARTIES' INDEPENDENT PUBLIC ACCOUNTANTS).
THE PARTIES WILL, AND WILL
CAUSE THEIR REPRESENTATIVES TO, COOPERATE AND ASSIST IN THE CONDUCT OF ANY
REVIEW BY THE AGREED ACCOUNTING FIRM, INCLUDING, BUT NOT LIMITED TO, MAKING
AVAILABLE BOOKS, RECORDS AND, AS AVAILABLE, PERSONNEL AS REASONABLY REQUIRED.
THE AGREED ACCOUNTING FIRM SHALL CONDUCT THE ARBITRATION PROCEEDINGS IN HOUSTON,
TEXAS IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN
ARBITRATION ASSOCIATION, TO THE EXTENT SUCH RULES DO NOT CONFLICT WITH THE TERMS
OF THIS SECTION 9.4.
THE AGREED ACCOUNTING FIRM'S DETERMINATION SHALL BE MADE
WITHIN THIRTY (30) DAYS AFTER SUBMISSION OF THE MATTERS IN DISPUTE AND SHALL BE
FINAL AND BINDING ON BOTH PARTIES, WITHOUT RIGHT OF APPEAL AND SUCH DECISION
SHALL CONSTITUTE AN ARBITRAL AWARD UPON WHICH A JUDGMENT MAY BE ENTERED BY A
COURT HAVING JURISDICTION THEREOF.
IN DETERMINING THE PROPER AMOUNT OF ANY
ADJUSTMENT TO THE FINAL PURCHASE PRICE, THE AGREED ACCOUNTING FIRM SHALL NOT
INCREASE THE FINAL PURCHASE PRICE MORE THAN THE INCREASE PROPOSED BY SELLER NOR
DECREASE THE FINAL ASSET VALUE MORE THAN THE DECREASE PROPOSED BY PURCHASER, AS
APPLICABLE, AND MAY NOT AWARD DAMAGES