ACCOUNTS SHALL BE PRESENTED IN
THE FORM OF THE PRO FORMA BALANCE SHEET INCLUDED IN SCHEDULE 8 AND THE "NET
ASSETS" SHALL BE THE AGGREGATE CONSOLIDATED VALUE OF THE CURRENT ASSETS OF THE
GROUP MINUS THE AGGREGATE CONSOLIDATED VALUE OF ALL LIABILITIES OF THE GROUP AS
SHOWN ON THAT BALANCE SHEET.
15
5.4
THE BUYERS SHALL PROCURE THE PREPARATION BY THE BUYERS'
ACCOUNTANTS OF A DRAFT OF THE CLOSING ACCOUNTS AND A DRAFT STATEMENT AS TO THE
NET ASSETS AND THE DELIVERY OF THE DRAFTS TO THE SELLERS OR THE SELLERS'
ACCOUNTANTS WITHIN 105 DAYS OF CLOSING.
IF SO REQUESTED BY THE BUYERS'
ACCOUNTANTS, THE SELLERS SHALL AND SHALL PROCURE THAT THE SELLERS' ACCOUNTANTS
SHALL RENDER ALL NECESSARY ASSISTANCE IN THE PREPARATION OF THE CLOSING
ACCOUNTS.
5.5
THE SELLERS SHALL REVIEW THE DRAFTS DELIVERED BY THE BUYERS'
ACCOUNTANTS UNDER CLAUSE 5.4 AND SHALL INSTRUCT THE SELLERS' ACCOUNTANTS TO
DELIVER TO THE BUYERS AND THE BUYERS' ACCOUNTANTS, WITHIN 30 DAYS OF THE
DELIVERY OF THE DRAFTS A REPORT SETTING OUT ANY MATTERS OF DISAGREEMENT WITH THE
DRAFTS. IN THE ABSENCE OF A REPORT WITHIN THAT PERIOD, THE DRAFTS SHALL BE
DEEMED TO BE AGREED BY BOTH PARTIES.
ALL THE ITEMS IN THE DRAFTS (IF NO REPORT
IS DELIVERED WITHIN THE APPLICABLE TIME LIMIT) OR (IF A REPORT IS DELIVERED) ALL
THE ITEMS WHICH ARE NOT SPECIFIED IN THE REPORT AS BEING SUBJECT TO
DISAGREEMENT, SHALL BE DEEMED TO BE AGREED BY THE PARTIES. IN ORDER TO ENABLE
THE SELLERS TO REVIEW AND CONSIDER THE DRAFTS, THE BUYERS WILL PROCURE THAT ALL
BOOKS AND RECORDS OF THE GROUP ARE MADE AVAILABLE TO THE SELLERS AND THE
SELLERS' ACCOUNTANTS SOLELY FOR THAT PURPOSE.
5.6
THE BUYER SHALL GIVE TO THE SELLERS AND THEIR ADVISERS, AND
SHALL PROCURE THAT THE COMPANY GIVES ALL SUCH INFORMATION AND ASSISTANCE,
INCLUDING ACCESS TO PREMISES AND PERSONNEL WITHIN THE BUYERS' CONTROL AND
OPPORTUNITY TO EXAMINE AND (AT THE SELLERS' EXPENSE) COPY RELEVANT DOCUMENTS AND
RECORDS OF THE COMPANY WHICH ARE WITHIN THE BUYERS' CONTROL, IN EACH CASE FOR
THE PURPOSE OF EVALUATING THE DRAFT OF THE CLOSING ACCOUNTS.
5.7
IF, WITHIN 14 DAYS OF THE DELIVERY TO THE BUYERS OF THE REPORT
REFERRED TO IN CLAUSE 5.5, THERE REMAINS AN OUTSTANDING DISPUTE WITH RESPECT TO
THE CLOSING ACCOUNTS OR THE CALCULATION OF THE NET ASSETS, THE DISPUTE SHALL BE
REFERRED TO A FIRM OF CHARTERED ACCOUNTANTS, NOMINATED JOINTLY BY THE SELLERS
AND THE BUYERS OR, FAILING NOMINATION WITHIN 14 DAYS AFTER REQUEST BY EITHER THE
SELLERS OR THE BUYERS, NOMINATED AT THE REQUEST OF EITHER PARTY BY THE PRESIDENT
OF THE INSTITUTE OF CHARTERED ACCOUNTANTS IN ENGLAND AND WALES OR ANY SUCCESSOR
INSTITUTE.
THE FIRM SHALL BE INSTRUCTED TO PREPARE AS SOON AS PRACTICABLE A
DETERMINATION OF THE NET ASSETS HAVING REGARD TO THE DRAFT CLOSING ACCOUNTS AND
STATEMENT AS TO NET ASSETS AND THE REPORT REFERRED TO ABOVE. THE FIRM SHALL ACT
AS EXPERTS AND NOT AS ARBITRATORS AND THEIR DECISION (IN THE ABSENCE OF MANIFEST