DELIVER TO
SELLER, WITH RESPECT TO EACH SPECIFIED BUSINESS, A STATEMENT (EACH, A "BUYER'S
STATEMENT") OF THE ACTUAL CLOSING ADJUSTMENT AMOUNT, AS OF THE CLOSING DATE,
WHICH SHALL BE DETERMINED IN ACCORDANCE WITH THIS AGREEMENT. EACH BUYER'S
STATEMENT SHALL BE ACCOMPANIED BY A CERTIFICATION OF BUYER'S CHIEF FINANCIAL
OFFICER TO THE EFFECT THAT SUCH BUYER'S STATEMENT HAS BEEN PREPARED IN
ACCORDANCE WITH THIS AGREEMENT BASED ON THE BOOKS AND RECORDS OF SUCH SPECIFIED
BUSINESS.
(C)
SELLER AND SELLER'S ACCOUNTANTS SHALL COMPLETE THEIR REVIEW OF
EACH OF THE BUYER'S STATEMENTS AND BUYER'S CALCULATIONS OF THE CLOSING
ADJUSTMENT AMOUNT
50
WITHIN 30 DAYS AFTER DELIVERY THEREOF BY BUYER. IN THE EVENT THAT SELLER
DETERMINES IN GOOD FAITH THAT ANY BUYER'S STATEMENT HAS NOT BEEN PREPARED IN
ACCORDANCE WITH THIS AGREEMENT, SELLER SHALL, ON OR BEFORE THE LAST DAY OF SUCH
30-DAY PERIOD, SO INFORM BUYER IN WRITING SETTING FORTH A SPECIFIC DESCRIPTION
OF THE BASIS OF SELLER'S DETERMINATION AND THE ADJUSTMENTS TO SUCH BUYER'S
STATEMENT AND THE CORRESPONDING ADJUSTMENTS TO THE APPLICABLE CLOSING ADJUSTMENT
AMOUNT THAT SELLER BELIEVES SHOULD BE MADE IN ACCORDANCE WITH THIS AGREEMENT (A
"SELLER'S OBJECTION"). IF NO SELLER'S OBJECTION IS RECEIVED BY BUYER ON OR
BEFORE THE LAST DAY OF SUCH 30-DAY PERIOD, THEN THE CLOSING ADJUSTMENT AMOUNT
SET FORTH IN A BUYER'S STATEMENT SHALL BE FINAL AND BINDING UPON SELLER. BUYER
SHALL HAVE 30 DAYS FROM ITS RECEIPT OF A SELLER'S OBJECTION TO REVIEW AND
RESPOND TO SUCH SELLER'S OBJECTION.
(D)
IF SELLER AND BUYER ARE UNABLE TO RESOLVE ALL OF THEIR
DISAGREEMENTS WITH RESPECT TO THE PROPOSED ADJUSTMENTS SET FORTH IN ANY SELLER'S
OBJECTION WITHIN 15 DAYS FOLLOWING THE COMPLETION OF BUYER'S REVIEW OF SUCH
SELLER'S OBJECTION, THEY SHALL REFER ANY REMAINING DISAGREEMENTS TO THE CPA FIRM
WHICH, ACTING AS EXPERTS AND NOT AS ARBITRATORS, SHALL DETERMINE, IN ACCORDANCE
WITH THIS AGREEMENT BASED ON THE BOOKS AND RECORDS OF THE APPLICABLE SPECIFIED
BUSINESS, AND ONLY WITH RESPECT TO THE REMAINING DIFFERENCES SO SUBMITTED (AND
WITHIN THE RANGE OF DISPUTE BETWEEN BUYER'S STATEMENT AND SELLER'S OBJECTION
WITH RESPECT TO EACH SUCH DIFFERENCE), WHETHER AND TO WHAT EXTENT, IF ANY, ANY
CLOSING ADJUSTMENT AMOUNT REQUIRES ADJUSTMENT. BUYER AND SELLER SHALL INSTRUCT
THE CPA FIRM TO DELIVER ITS WRITTEN DETERMINATION TO BUYER AND SELLER NO LATER
THAN 30 DAYS AFTER THE REMAINING DIFFERENCES UNDERLYING ANY SUCH SELLER'S
OBJECTION ARE REFERRED TO THE CPA FIRM. THE CPA FIRM'S DETERMINATION SHALL BE
CONCLUSIVE AND BINDING UPON BUYER AND SELLER AND THEIR RESPECTIVE AFFILIATES.
WITH RESPECT TO EACH SELLER'S OBJECTION, THE FEES AND DISBURSEMENTS OF THE CPA
FIRM SHALL BE BORNE EQUALLY BY SELLER AND BUYER. BUYER AND SELLER SHALL MAKE
READILY AVAILABLE TO THE CPA FIRM ALL RELEVANT BOOKS AND RECORDS AND ANY WORK
PAPERS (INCLUDING THOSE OF THE PARTIES' RESPECTIVE ACCOUNTANTS, TO THE EXTENT
PERMITTED BY SUCH ACCOUNTANTS) RELATING TO THE DETERMINATION OF ANY CLOSING
ADJUSTMENT AMOUNT AND ALL OTHER ITEMS REASONABLY REQUESTED BY THE CPA FIRM IN
CONNECTION THEREWITH.
(E)
BUYER SHALL PROVIDE TO SELLER AND ITS ACCOUNTANTS