THAT BUYER AND/OR PARENT
EXERCISES ITS PUT RIGHT UNDER SECTIONS 6.2 OR 6.3 OF THE PURCHASE AGREEMENT, AND
THE SELLER PURCHASES CERTAIN UNUSED INVENTORIES OR INVENTORIES FROM THE BUYER
AND/OR PARENT, ALL OR A PORTION OF THE PURCHASE PRICE OF SUCH UNUSED INVENTORIES
OR INVENTORIES SHALL BE PAID BY THE RELEASE OF AN AMOUNT EQUAL TO SUCH PURCHASE
PRICE OF SUCH INVENTORIES (CALCULATED IN ACCORDANCE WITH SECTIONS 6.2 AND 6.3)
FROM THE ESCROW ACCOUNT TO THE BUYER AND/OR PARENT (THE "INVENTORY ESCROW
AMOUNT"); PROVIDED, HOWEVER, THAT THE INVENTORY ESCROW AMOUNT SHALL NOT EXCEED
TEN (10%) PERCENT OF THE PORTION OF THE PURCHASE PRICE PAID FOR THE INVENTORIES
AS DETERMINED IN SECTION 1.1(J)(I).
ANY AMOUNTS THEN HELD IN ESCROW AND NOT
PREVIOUSLY PAID IN RESPECT OF ANY CLAIMS FOR INDEMNIFICATION UNDER ARTICLE IX
OR, RELEASED IN CONNECTION WITH SELLER'S PURCHASE OF INVENTORY UNDER SECTIONS
6.2 OR 6.3, OR SUBJECT TO ANY PENDING CLAIMS UNDER ARTICLE IX, SHALL BE RELEASED
TO SELLER NOT MORE THAN FIVE (5) DAYS AFTER THE TWELVE MONTH ANNIVERSARY OF THE
CLOSING (THE "ESCROW RELEASE DATE").
ANY AMOUNTS EARNED IN RESPECT OF THE
ESCROW SHALL BE CONSIDERED A PART OF THE ESCROW AND HELD PURSUANT TO THE ESCROW
AGREEMENT.
2.4
Post-Closing Purchase Price Adjustments.
(A)
PREPARATION OF CLOSING NET ASSET VALUE STATEMENT.
AS SOON AS
REASONABLY PRACTICABLE AFTER THE CLOSING DATE (WITHIN THIRTY FIVE (35) DAYS IF
COMMERCIALLY REASONABLE BUT, IN ANY EVENT, NOT LATER THAN FORTY-FIVE (45) DAYS
AFTER THE CLOSING DATE), SELLER SHALL PREPARE AND DELIVER TO BUYER AT SELLER'S
EXPENSE AN UNAUDITED CLOSING FIXED ASSET AND INVENTORIES STATEMENT INDICATING
THE CLOSING NET ASSET VALUE AS OF THE CLOSING DATE (THE "CLOSING NET ASSET VALUE
STATEMENT").
THE DATE SELLER DELIVERS THE CLOSING NET ASSET VALUE STATEMENT
SHALL BE REFERRED TO AS THE "NOTICE DATE".
BUYER SHALL REASONABLY COOPERATE
WITH SELLER'S FINANCE ORGANIZATION IN ORDER TO ENABLE THE PREPARATION OF THE
CLOSING FIXED ASSET AND INVENTORIES STATEMENT.
(B)
VERIFICATION.
AS SOON AS REASONABLY PRACTICABLE AFTER THE NOTICE
DATE (BUT NOT LATER THAN THIRTY (30) DAYS AFTER THE NOTICE DATE), BUYER SHALL
VERIFY (I) THAT THE FIXED ASSETS AND THE INVENTORIES STATED IN THE PRELIMINARY
FIXED ASSET AND INVENTORIES STATEMENT AND THE STATEMENT OF THE PRELIMINARY NET
ASSET VALUE ACCURATELY REFLECT THE FIXED ASSETS AND INVENTORIES DELIVERED TO
BUYER AS PART OF THE PURCHASED ASSETS AT THE CLOSING AND (II) THAT THE CLOSING
NET
13
ASSET VALUE IS ACCURATELY REFLECTED ON THE CLOSING FIXED ASSET AND INVENTORIES
STATEMENT (THE "VERIFICATION").
SELLER SHALL REASONABLY COOPERATE WITH BUYER IN
ORDER TO ENABLE BUYER TO PERFORM THE VERIFICATION.
(C)
REVIEW OF PRELIMINARY CLOSING.
BUYER SHALL BE GIVEN FULL ACCESS,
DURING REGULAR BUSINESS HOURS, TO THE RELEVANT RECORDS AND WORKING PAPERS USED
BY SELLER TO PREPARE THE CLOSING FIXED ASSET AND INVENTORIES STATEMENT AND THE
CLOSING NET ASSET VALUE STATEMENT AND TO REVIEW THE RESULTS OF THE VERIFICATION
IN RELATION TO THE CLOSING FIXED ASSET AND INVENTORIES STATEMENT AND THE CLOSING
NET ASSET VALUE STATEMENT.
IF BUYER BELIEVES THAT ANY CHANGES