fees and charges.
2.3
Payment of Purchase Price.
Buyer shall pay the Purchase Price
less the Deposit to Seller in United States dollars by completed wire transfer
of immediately available funds on the Closing Date.
2.4
Net Book Value.
2.4.1.
INVENTORY COUNT.
PROMPTLY FOLLOWING THE CLOSING, REPRESENTATIVES
OF SELLER AND BUYER SHALL JOINTLY CONDUCT A PHYSICAL COUNT OF THE INVENTORY AS
OF THE CLOSING TIME.
2.4.2.
STATEMENT OF ACTUAL NET BOOK VALUE.
WITHIN TWENTY (20) BUSINESS
DAYS AFTER THE CLOSING DATE, SELLER SHALL DELIVER THE STATEMENT OF ACTUAL NET
BOOK VALUE TO BUYER.
BUYER SHALL, AND SHALL DIRECT ITS EMPLOYEES TO, COOPERATE
WITH SELLER, AT NO EXPENSE TO SELLER, AND PROVIDE SELLER WITH ACCESS TO ALL
BOOKS AND RECORDS NECESSARY, FOR THE PREPARATION OF THE STATEMENT OF ACTUAL NET
BOOK VALUE.
2.4.3.
OBJECTIONS.
BUYER SHALL HAVE TEN (10) BUSINESS DAYS AFTER THE
DELIVERY OF THE STATEMENT OF ACTUAL NET BOOK VALUE WITHIN WHICH TO GIVE SELLER
NOTICE OF ANY OBJECTION TO ANY AMOUNT SET FORTH THEREIN.
ANY SUCH NOTICE SHALL
IDENTIFY THE SPECIFIC AMOUNTS TO WHICH BUYER OBJECTS AND SHALL SET FORTH WITH
REASONABLE SPECIFICITY THE BASIS FOR BUYER'S OBJECTIONS.
ALL AMOUNTS SET FORTH
IN THE STATEMENT OF ACTUAL NET BOOK VALUE TO WHICH BUYER DOES NOT OBJECT AS
PROVIDED IN THIS SECTION 2.4.3 SHALL IRREVOCABLY BE DEEMED APPROVED BY BUYER.
2.4.4.
DISPUTES.
IF BUYER GIVES NOTICE IN ACCORDANCE WITH SECTION 2.4.3
OBJECTING TO ANY AMOUNTS SET FORTH IN THE STATEMENT OF ACTUAL NET BOOK VALUE,
THEN THE PARTIES SHALL NEGOTIATE IN GOOD FAITH IN AN EFFORT TO RESOLVE SUCH
OBJECTIONS. IF THE PARTIES ARE UNABLE TO RESOLVE ANY SUCH OBJECTIONS WITHIN TEN
(10) BUSINESS DAYS AFTER BUYER'S NOTICE OF OBJECTION IS GIVEN, THEN THE ISSUES
IN DISPUTE SHALL BE SUBMITTED TO THE ACCOUNTANTS FOR RESOLUTION. IN SUCH EVENT,
(I) EACH PARTY SHALL FURNISH TO THE ACCOUNTANTS SUCH WORKPAPERS AND OTHER
DOCUMENTS AND INFORMATION RELATING TO THE DISPUTED ISSUES AS ARE IN THE
POSSESSION OR CONTROL OF SUCH PARTY AND SHALL BE AFFORDED AN OPPORTUNITY TO
PRESENT TO THE ACCOUNTANTS THE BASIS FOR ITS VIEW WITH RESPECT TO THE DISPUTED
ISSUES AND TO DISCUSS THE DETERMINATION OF THE DISPUTED ISSUES WITH THE
ACCOUNTANTS, (II) THE DETERMINATION BY THE ACCOUNTANTS SHALL BE FINAL AND
BINDING ON THE PARTIES, AND (III) SELLER AND BUYER SHALL EACH PAY, AND SHALL
EACH BE LIABLE ONLY FOR, ONE-HALF OF THE FEES AND EXPENSES OF THE ACCOUNTANTS.
SELLER AND BUYER SHALL DIRECT THE ACCOUNTANTS TO USE ALL REASONABLE EFFORTS TO
COMPLETE THEIR DETERMINATION OF THE DISPUTED ISSUES WITHIN THIRTY (30) CALENDAR
DAYS AFTER THEY ARE SUBMITTED TO THE ACCOUNTANTS.
2.4.5.
PAYMENTS.
ON THE THIRD BUSINESS DAY FOLLOWING (I) THE EXPIRATION
OF THE TEN (10) BUSINESS DAY PERIOD REFERRED TO IN SECTION 2.4.3 IF BUYER FAILS
TO GIVE A NOTICE OF OBJECTION AS PROVIDED THEREIN, OR (II) THE RESOLUTION OF ANY
OBJECTIONS SET FORTH IN BUYER'S NOTICE PURSUANT TO SECTION 2.4.3, WHETHER BY
AGREEMENT OF THE PARTIES OR DETERMINATION BY THE ACCOUNTANTS PURSUANT TO SECTION
2.4.4, THE