the
Adjustment Statement; provided, that any such access or furnishing of such
information shall be conducted at Seller's expense, during normal business hours
under the reasonable supervision of the Company's agents and in such a manner as
not to interfere in any material respect with the normal operations of the
Company; and provided, further, that Seller shall treat all such information as
confidential and waives any right to use such information for any purpose other
than in connection with the transactions contemplated by this Agreement and to
execute and deliver such customary waivers, limitations of liability and
indemnification and agreements as are requested by the Company to provide access
to such work papers and records.
The Adjustment Statement shall become final
and binding upon the parties on the 30th day following receipt thereof by Seller
unless Seller gives written notice of its disagreement (a "Notice of
Disagreement") to Buyer prior to such date.
Any Notice of Disagreement shall
(x) specify in reasonable detail the nature and amount of any disagreement so
asserted (and an alternative amount for each such disputed item) and (y) shall
include a proposed calculation by Seller of the Closing Net Working Capital,
Closing Indebtedness, Unpaid Seller Expenses and Purchase Price.
(B)
IF A TIMELY NOTICE OF DISAGREEMENT IS RECEIVED BY BUYER, THEN THE
ADJUSTMENT STATEMENT SHALL BECOME FINAL AND BINDING UPON THE PARTIES ON THE
EARLIER OF (I) THE DATE BUYER AND SELLER RESOLVE IN WRITING ANY DIFFERENCES THEY
HAVE WITH RESPECT TO ANY MATTER SPECIFIED IN THE NOTICE OF DISAGREEMENT OR
(II) THE DATE ANY MATTERS PROPERLY IN DISPUTE ARE FINALLY RESOLVED IN WRITING BY
THE ACCOUNTING FIRM PURSUANT TO SECTION 1.4(D).
DURING THE THIRTY (30) DAYS
IMMEDIATELY FOLLOWING THE DELIVERY OF A NOTICE OF DISAGREEMENT, BUYER AND SELLER
SHALL CONSULT IN GOOD FAITH TO RESOLVE IN WRITING ANY DIFFERENCES WHICH THEY MAY
HAVE WITH RESPECT TO ANY MATTER SPECIFIED IN THE NOTICE OF DISAGREEMENT.
DURING
SUCH CONSULTATION PERIOD, BUYER SHALL HAVE FULL ACCESS TO THE WORKING PAPERS,
BOOKS AND RECORDS OF SELLER PREPARED IN CONNECTION WITH SELLER'S PREPARATION OF
THE NOTICE OF DISAGREEMENT; PROVIDED, THAT ANY SUCH ACCESS SHALL BE CONDUCTED AT
BUYER'S EXPENSE, DURING NORMAL BUSINESS HOURS UNDER THE REASONABLE SUPERVISION
OF SELLER'S AGENTS AND IN SUCH A MANNER AS NOT TO INTERFERE IN ANY MATERIAL
RESPECT WITH THE NORMAL OPERATIONS OF SELLER; AND PROVIDED, FURTHER, THAT BUYER
SHALL TREAT ALL SUCH INFORMATION AS CONFIDENTIAL AND WAIVES ANY RIGHT TO USE
SUCH INFORMATION FOR ANY PURPOSE OTHER THAN IN CONNECTION WITH THE TRANSACTIONS
CONTEMPLATED BY THIS AGREEMENT AND TO EXECUTE AND DELIVER TO SELLER'S
ACCOUNTANTS SUCH CUSTOMARY WAIVERS, LIMITATIONS OF LIABILITY AND INDEMNIFICATION
AND AGREEMENTS AS ARE REQUESTED BY SUCH PARTIES OR THEIR ADVISORS TO PROVIDE
ACCESS TO SUCH WORK PAPERS AND RECORDS.
(C)
AT THE END OF SUCH 30-DAY CONSULTATION PERIOD, IF BUYER AND SELLER HAVE
NOT RESOLVED THEIR DISPUTES, BUYER AND SELLER SHALL SUBMIT ANY AND ALL MATTERS
WHICH REMAIN IN DISPUTE TO AN INDEPENDENT AUDITING FIRM OF NATIONAL RECOGNITION
MUTUALLY