PURCHASE PRICE SHALL BE
ALLOCATED AMONG THE COMPANY'S NET ASSETS FOR TAX PURPOSES.
THE FINAL
DETERMINATION OF THE TAX ALLOCATION OF THE PURCHASE PRICE SHALL BE BASED ON A
THIRD-PARTY APPRAISAL THAT BUYER SHALL OBTAIN FROM ERNST & YOUNG, LLP WITHIN
NINETY (90) DAYS AFTER THE CLOSING DATE AND IN ACCORDANCE WITH RELEVANT TAX AND
ACCOUNTING GUIDELINES.
UPON RECEIPT OF SUCH THIRD-PARTY APPRAISAL, BUYER SHALL
DELIVER A COPY TO THE SHAREHOLDERS FOR THEIR REVIEW AND COMMENT.
IF THE
SHAREHOLDERS HAVE ANY COMMENTS, THEY SHALL NOTIFY BUYER WITHIN TEN (10) DAYS OF
BUYER'S DELIVERY, AND BUYER AND THE SHAREHOLDERS SHALL MEET WITHIN TEN (10) DAYS
OF THE SHAREHOLDERS' DELIVERY OF COMMENTS IN ORDER TO ATTEMPT TO RESOLVE ANY
DISAGREEMENTS.
IF BUYER AND THE SHAREHOLDERS ARE UNABLE TO RESOLVE ALL
DISAGREEMENTS WITHIN SUCH 10-DAY PERIOD, THEN THE DISPUTE WILL BE RESOLVED BY AN
INDEPENDENT ACCOUNTING FIRM OR VALUATION FIRM MUTUALLY AGREED TO BY THE
SHAREHOLDERS AND BUYER, WHOSE RESOLUTION SHALL BE BINDING AND ENFORCEABLE
AGAINST THE PARTIES THERETO.
THE PARTIES SHALL INSTRUCT SUCH FIRM TO RESOLVE
SUCH DISPUTES BY MAKING ITS DETERMINATION WITHIN THIRTY (30) DAYS AFTER ITS
ENGAGEMENT.
ALL OF THE FEES AND EXPENSES OF SUCH FIRM PURSUANT TO THIS SUBPART
(C) SHALL BE PAID BY THE SHAREHOLDERS; PROVIDED, HOWEVER, IF THE VALUE ALLOCATED
TO ANY PARTICULAR CLASS OF ASSETS IS INCREASED OR DECREASED BY AN AMOUNT GREATER
THAN TWENTY FIVE PERCENT (25%) OF THE TOTAL AMOUNT ATTRIBUTABLE TO SUCH CLASS OF
ASSETS, THEN THE FEES AND EXPENSES SHALL BE APPORTIONED EQUALLY BETWEEN BUYER
AND THE SHAREHOLDERS BY SUCH INDEPENDENT ACCOUNTING FIRM OR VALUATION FIRM.
(D)
PURCHASE PRICE ADJUSTMENT.
(I)
THE PURCHASE PRICE PAID AT THE CLOSING (HEREIN DEFINED) WAS
PRELIMINARILY CALCULATED IN ACCORDANCE WITH SECTION 1.1(A) AS IF SHAREHOLDERS'
ESTIMATE OF CLOSING WORKING CAPITAL WERE THE ACTUAL AMOUNT OF CLOSING WORKING
CAPITAL.
THE PURCHASE PRICE AS SO ESTIMATED IS REFERRED TO AS THE "ESTIMATED
PURCHASE PRICE."
(II)
NO LATER THAN SIXTY (60) DAYS FOLLOWING THE CLOSING DATE, BUYER
SHALL DELIVER TO THE SHAREHOLDERS A STATEMENT (THE "FINAL CLOSING STATEMENT"),
SETTING FORTH ITS GOOD FAITH CALCULATION OF (I) CLOSING WORKING CAPITAL,
PREPARED IN ALL MATERIAL RESPECTS IN ACCORDANCE WITH GENERALLY ACCEPTED
ACCOUNTING PRINCIPLES, AND (II) THE PURCHASE PRICE CALCULATED AS IF BUYER'S
CALCULATION OF CLOSING WORKING CAPITAL WERE THE ACTUAL AMOUNT OF CLOSING WORKING
CAPITAL.
(III)
BUYER SHALL, UPON THE SHAREHOLDERS' WRITTEN REQUEST, PROMPTLY
MAKE AVAILABLE TO THE SHAREHOLDERS (I) A COPY OF ALL WORK PAPERS, FINANCIAL
2
INFORMATION AND ANY OTHER BOOKS AND RECORDS UTILIZED BY BUYER IN THE PREPARATION
OF THE FINAL CLOSING STATEMENT, AND (II) ALL PERSONNEL, INCLUDING ACCOUNTING
PERSONNEL, OF BUYER INVOLVED IN THE PREPARATION OF THE FINAL CLOSING STATEMENT.
THE SHAREHOLDERS SHALL NOTIFY BUYER IN WRITING NO LATER THAN THIRTY (30) DAYS
FOLLOWING THE SHAREHOLDERS' RECEIPT OF THE FINAL CLOSING STATEMENT FROM BUYER
THAT IT ACCEPTS THE FINAL CLOSING STATEMENT OR THAT THERE IS A DISPUTE AS TO AN
ITEM OR ITEMS REFLECTED THEREON.
SUCH NOTICE SHALL SET FORTH THE SHAREHOLDERS'
OBJECTIONS, IF ANY, TO