GOOD FAITH AND DELIVER TO THE SELLER REPRESENTATIVE A
CONSOLIDATED BALANCE SHEET OF THE COMPANY AS OF THE CLOSE OF BUSINESS ON THE
CLOSING DATE (THE "CLOSING DATE BALANCE SHEET") AND A STATEMENT (THE "NET
WORKING CAPITAL STATEMENT") SETTING FORTH THE NET WORKING CAPITAL.
THE NET
WORKING CAPITAL STATEMENT AND THE CALCULATION OF NET WORKING CAPITAL SHALL BE
BASED ON THE BOOKS AND RECORDS, AND SHALL BE ACCOMPANIED BY (I) A CERTIFICATE
SIGNED BY THE CHIEF FINANCIAL OFFICER OF THE BUYER CERTIFYING THAT THE NET
WORKING CAPITAL WAS PREPARED IN GOOD FAITH BASED ON THE BOOKS AND RECORDS AND
THE 2007 AUDITED FINANCIAL STATEMENTS AND IN ACCORDANCE WITH THE DEFINITIONS OF
CURRENT ASSETS, CURRENT LIABILITIES AND NET WORKING CAPITAL, AND CONSISTENT WITH
PAST PRACTICE OF THE COMPANY AND ITS SUBSIDIARIES, AND (II) DETAILED SUPPORTING
DOCUMENTS FOR THE CALCULATION OF THE NET WORKING CAPITAL.
ALL EXPENSES, COSTS
AND FEES OF KPMG LLP ASSOCIATED WITH THE AUDIT OF THE COMPANY'S CONSOLIDATED
FINANCIAL STATEMENTS AND PREPARATION OF THE COMPANY'S AND ITS SUBSIDIARIES'
INCOME TAX RETURNS FOR THE FISCAL YEAR ENDED MARCH 31, 2007 SHALL BE BORNE BY
THE COMPANY AND SHALL BE ACCRUED AS A CURRENT LIABILITY ON THE ESTIMATED CLOSING
DATE BALANCE SHEET AND THE CLOSING DATE BALANCE SHEET; PROVIDED, THAT IF, AFTER
THE CLOSING DATE, THE BUYER REQUESTS THAT THE AUDITORS PERFORM ANY ADDITIONAL
SERVICES OUTSIDE THE SCOPE OF THOSE GENERALLY PERFORMED IN CONNECTION WITH THE
COMPANY'S ANNUAL AUDIT AND DELIVERY OF AN UNQUALIFIED OPINION, THE BUYER SHALL
BE LIABLE TO THE EXTENT OF ANY ADDITIONAL EXPENSES, COSTS AND FEES ASSOCIATED
WITH SUCH ADDITIONAL SERVICES.
14
(C)
PROTEST NOTICE. WITHIN THIRTY (30) DAYS FOLLOWING DELIVERY OF THE
NET WORKING CAPITAL STATEMENT, THE SELLER REPRESENTATIVE MAY DELIVER WRITTEN
NOTICE (THE "PROTEST NOTICE") TO THE BUYER OF ANY DISAGREEMENT THAT THE SELLERS
MAY HAVE AS TO THE NET WORKING CAPITAL STATEMENT.
SUCH PROTEST NOTICE SHALL SET
FORTH IN REASONABLE DETAIL THE AMOUNT(S) IN DISPUTE. THE FAILURE OF THE SELLER
REPRESENTATIVE TO DELIVER SUCH PROTEST NOTICE WITHIN THE PRESCRIBED TIME PERIOD
SHALL CONSTITUTE THE SELLERS' ACCEPTANCE OF THE NET WORKING CAPITAL AS SET FORTH
IN THE NET WORKING CAPITAL STATEMENT DELIVERED BY THE BUYER.
UPON RECEIPT OF
THE NET WORKING CAPITAL STATEMENT, THE SELLER REPRESENTATIVE AND ITS
REPRESENTATIVES SHALL BE GIVEN REASONABLE ON-SITE ACCESS TO, AND THE BUYER SHALL
MAKE AVAILABLE, DURING REASONABLE BUSINESS HOURS, UPON REASONABLE ADVANCE
NOTICE, FOR THE PURPOSE OF VERIFYING THE NET WORKING CAPITAL STATEMENT: (I) ALL
OF THE BOOKS AND RECORDS, WORK PAPERS, TRIAL BALANCES AND SIMILAR MATERIALS
RELATING TO THE NET WORKING CAPITAL STATEMENT; AND (II) THE BUYER'S PERSONNEL
AND ACCOUNTANTS INVOLVED IN THE CALCULATION OF THE NET WORKING CAPITAL.
ANY
ITEM INCLUDED IN THE NET WORKING CAPITAL STATEMENT AND THE CALCULATION OF THE
NET WORKING CAPITAL THAT IS NOT OBJECTED TO BY THE SELLER REPRESENTATIVE IN THE
MANNER AND WITHIN THE TIME PERIOD SET FORTH IN THIS SECTION 2.5(C) SHALL BE
DEEMED TO BE ACCEPTED AND ANY AMOUNTS INCLUDED WITHIN SUCH ITEM SHALL BE DEEMED
TO