OF ANY DISPUTE OF ANY ITEM CONTAINED IN THE FINAL STATEMENT,
WHICH NOTICE SHALL SET FORTH IN REASONABLE DETAIL THE BASIS FOR SUCH DISPUTE.
IF BUYER FAILS TO NOTIFY SELLER OF ANY SUCH DISPUTE WITHIN SUCH THIRTY (30)-DAY
PERIOD, THE FINAL STATEMENT SHALL BE DEEMED TO BE ACCEPTED BY BUYER.
IN THE
EVENT THAT BUYER SHALL SO NOTIFY SELLER OF ANY DISPUTE, BUYER AND SELLER SHALL
COOPERATE IN GOOD FAITH TO RESOLVE SUCH DISPUTE AS PROMPTLY AS POSSIBLE; AND
(III)
IF BUYER AND SELLER GROUP ARE UNABLE TO RESOLVE ANY
SUCH DISPUTE WITHIN FIFTEEN (15) DAYS OF SELLER'S DELIVERY OF SUCH NOTICE (THE
"RESOLUTION PERIOD"), THEN ALL AMOUNTS REMAINING IN DISPUTE SHALL BE SUBMITTED
TO A "BIG FOUR" INDEPENDENT ACCOUNTING FIRM (THE "INDEPENDENT ACCOUNTING FIRM")
SELECTED BY SELLER GROUP AND BUYER WITHIN TEN (10) DAYS AFTER THE EXPIRATION OF
THE RESOLUTION PERIOD.
IF SELLER GROUP AND BUYER ARE UNABLE TO AGREE ON THE
INDEPENDENT ACCOUNTING FIRM, THEN BUYER AND SELLER GROUP SHALL EACH HAVE THE
RIGHT TO REQUEST THE AMERICAN ARBITRATION ASSOCIATION TO APPOINT THE INDEPENDENT
ACCOUNTING FIRM, WHICH SHALL NOT HAVE HAD A MATERIAL RELATIONSHIP WITH SELLER
GROUP OR BUYER WITHIN THE PAST TWO (2) YEARS.
EACH PARTY AGREES TO EXECUTE, IF
REQUESTED BY THE INDEPENDENT ACCOUNTING FIRM, AN ENGAGEMENT LETTER CONTAINING
CUSTOMARY TERMS.
ALL FEES AND EXPENSES RELATING TO THE WORK, IF ANY, TO BE
PERFORMED BY THE INDEPENDENT ACCOUNTING FIRM SHALL BE BORNE EQUALLY BY SELLER
GROUP AND BUYER.
THE INDEPENDENT ACCOUNTING FIRM SHALL ACT AS AN ARBITRATOR TO
DETERMINE, BASED SOLELY ON PRESENTATIONS BY SELLER GROUP AND BUYER, AND NOT BY
INDEPENDENT REVIEW, ONLY THOSE ISSUES STILL IN DISPUTE AND SHALL BE LIMITED TO
THOSE ADJUSTMENTS, IF ANY, THAT NEED BE MADE TO THE FINAL STATEMENT TO COMPLY
WITH THE STANDARDS REFERRED TO IN SECTION 1.7(A).
THE INDEPENDENT ACCOUNTING
FIRM'S DETERMINATION SHALL BE REQUESTED TO BE MADE WITHIN THIRTY (30) DAYS OF
ITS SELECTION, SHALL BE SET FORTH IN A WRITTEN STATEMENT DELIVERED TO SELLER AND
BUYER AND SHALL BE FINAL, BINDING AND CONCLUSIVE.
THE FINAL STATEMENT, AS
MODIFIED BY RESOLUTION OF ANY DISPUTES BY BUYER AND SELLER GROUP OR BY THE
INDEPENDENT ACCOUNTING FIRM, SHALL BE THE "FINAL STATEMENT."
(C)
THE TERM "WORKING CAPITAL OF THE BUSINESS"
MEANS THE CURRENT ASSETS (AS REFLECTED ON THE REFERENCE BALANCE SHEET) AND
INVENTORY (AS REFLECTED ON THE REFERENCE BALANCE SHEET) LESS THE ACCRUED
LIABILITIES AND OTHER (AS REFLECTED ON THE REFERENCE BALANCE SHEET) (EXCLUDING
DEFERRED COST OF GOODS SOLD, DEFERRED REVENUE AND EMPLOYEE LIABILITIES (AS SUCH
ITEMS ARE REFLECTED ON THE REFERENCE BALANCE SHEET)), AS
7
CALCULATED IN ACCORDANCE WITH U.S. GAAP AND PREPARED ON A BASIS CONSISTENT WITH
THE REFERENCE BALANCE SHEET; PROVIDED, HOWEVER, THAT ASSETS AND PROPERTIES
(OTHER THAN CURRENT ASSETS AND CURRENT LIABILITIES THAT ARE ASSUMED LIABILITIES)
THAT WERE NOT REFLECTED IN THE OPENING STATEMENT SHALL NOT BE REFLECTED IN THE
FINAL STATEMENT.
(D)
THE AMOUNTS, IF ANY, REFERRED TO IN
SECTION 1.7(A) SHALL BE PAID BY THE PAYING PARTY UNDER SECTION 1.7(A) BY