DEFERRED PURCHASE PRICE, IF
ANY.
THE AMOUNT OF THE DEFERRED PURCHASE PRICE PAYMENT, IF ANY, SET FORTH IN
SUCH PAYMENT STATEMENT SHALL BE PAID IN THE MANNER DESCRIBED IN SECTION 2.6(A).
THE APPLICABLE PAYMENT STATEMENT SHALL BECOME FINAL AND BINDING UPON BUYER AND
SELLERS ON THE 30TH DAY FOLLOWING DELIVERY THEREOF, UNLESS SELLERS GIVE NOTICE
OF DISAGREEMENT WITH SUCH PAYMENT STATEMENT (A "DISPUTE NOTICE") TO BUYER PRIOR
TO SUCH DATE.
ANY DISPUTE NOTICE SHALL SPECIFY IN REASONABLE DETAIL THE NATURE
OF ANY DISAGREEMENT SO ASSERTED.
IF A DISPUTE NOTICE IS RECEIVED BY BUYER IN A
TIMELY MANNER, THEN THE AMOUNT OF THE APPLICABLE DEFERRED PURCHASE PRICE PAYMENT
SHALL BECOME FINAL AND BINDING UPON BUYER AND SELLERS ON THE EARLIER OF (I) THE
DATE BUYER AND SELLERS RESOLVE IN WRITING ANY DIFFERENCES THEY HAVE WITH RESPECT
TO THE MATTERS SPECIFIED IN THE DISPUTE NOTICE AND (II) THE DATE ANY DISPUTED
MATTERS ARE FINALLY RESOLVED IN WRITING BY THE ACCOUNTING FIRM.
DURING THE
30-DAY PERIOD (THE "RESOLUTION PERIOD") FOLLOWING THE DELIVERY OF A DISPUTE
NOTICE, BUYER AND SELLERS SHALL USE THEIR COMMERCIALLY REASONABLE EFFORTS AND
SEEK IN GOOD FAITH TO RESOLVE IN WRITING ANY DIFFERENCES THAT THEY MAY HAVE WITH
RESPECT TO THE MATTERS SPECIFIED IN THE DISPUTE NOTICE.
AT THE END OF THE
RESOLUTION PERIOD, BUYER AND SELLERS SHALL SUBMIT TO THE ACCOUNTING FIRM FOR
ARBITRATION, IN ACCORDANCE WITH THE STANDARDS SET FORTH IN THIS SECTION 2.6,
ONLY MATTERS THAT REMAIN IN DISPUTE AND WERE PROPERLY INCLUDED IN THE DISPUTE
NOTICE IN ACCORDANCE WITH THIS SECTION 2.6.
BUYER AND SELLERS SHALL USE THEIR
COMMERCIALLY REASONABLE EFFORTS TO CAUSE THE ACCOUNTING FIRM TO RENDER A WRITTEN
DECISION RESOLVING THE MATTERS SUBMITTED TO THE ACCOUNTING FIRM WITHIN THIRTY
(30) DAYS OF THEIR DELIVERY OF SUCH SUBMISSION.
THE ACCOUNTING FIRM SHALL
DETERMINE OPERATING INCOME FOR THE APPLICABLE MEASUREMENT PERIOD PURSUANT TO
THIS
22
SECTION 2.6 IN ACCORDANCE WITH GAAP; PROVIDED, HOWEVER, THAT NO ADJUSTMENT SHALL
BE MADE BY THE ACCOUNTING FIRM IN FAVOR OF SELLERS WITH RESPECT TO ANY ITEM THAT
WAS NOT INCLUDED IN MAJORITY OWNERS' DISPUTE NOTICE.
THE ACCOUNTING FIRM'S
DECISION SHALL BE BASED SOLELY ON WRITTEN SUBMISSIONS BY BUYER AND SELLERS AND
THEIR RESPECTIVE REPRESENTATIVES AND BY REFERENCE TO THE TERMS OF THIS
AGREEMENT.
SELLERS AND BUYER SHALL FURNISH OR CAUSE TO BE FURNISHED TO THE
ACCOUNTING FIRM SUCH WORK PAPERS AND OTHER DOCUMENTS AND INFORMATION RELATED TO
THE DISPUTED MATTERS AS THE ACCOUNTING FIRM MAY REQUEST AND ARE REASONABLY
AVAILABLE TO SELLERS, BUYER OR THEIR RESPECTIVE AGENTS.
THE ACCOUNTING FIRM
SHALL ADDRESS ONLY THOSE ITEMS IN DISPUTE AND CALCULATION-RELATED ERRORS.
JUDGMENT MAY BE ENTERED UPON THE DETERMINATION OF THE ACCOUNTING FIRM IN ANY
COURT HAVING JURISDICTION OVER THE PARTY AGAINST WHICH SUCH DETERMINATION IS TO
BE ENFORCED.
TO THE EXTENT IT IS DETERMINED IN ACCORDANCE WITH THIS
SECTION 2.6(B) THAT THE AGGREGATE PRINCIPAL BALANCE OF THE SUBORDINATED
CONTINGENT NOTES OR THE APPLICABLE AMOUNT OF DEFERRED PURCHASE PRICE PAYMENT AS
SET FORTH ON THE PAYMENT STATEMENT WAS NOT ACCURATELY DETERMINED