Common use of Adjustment of Merger Consideration Clause in Contracts

Adjustment of Merger Consideration. (i) As soon as practicable after the Measurement Date, but not later than five (5) Business Days thereafter, (A) Naked shall prepare and deliver to Bendon a statement (the “Naked Net Assets Statement”) showing, in reasonable detail, the calculation of Naked’s Net Assets as of the Measurement Date (the “Naked Closing Net Assets”) and (B) Bendon shall prepare and deliver to Naked a statement (the “Bendon Net Debt Statement,” and together with Naked Net Assets Statement, the “Closing Statements”) showing, in reasonable detail, the calculation of Bendon’s Net Debt as of the Measurement Date (the “Bendon Closing Net Debt”). The Naked Net Assets Statement and the Bendon Net Debt Statement shall be derived utilizing United States generally accepted accounting principles (“U.S. GAAP”) and the international financial reporting standards (“IFRS”), respectively, consistent with the historical practice of Naked and Bendon, respectively, and shall be certified as being accurate and complete by Holdco’s independent registered public accounting firm. (ii) If Bendon disagrees with Naked Closing Net Assets or Naked disagrees with Bendon Closing Net Debt as set forth in the Naked Net Assets Statement or the Bendon Net Debt Statement, respectively, the party that disagrees with the applicable Closing Statement (the “Disputing Party”) shall notify the party that prepared the applicable Closing Statement (the “Preparing Party”) of such disagreement in writing specifying in reasonable detail any and all items of disagreement (each, an “Item of Dispute”) within three (3) Business Days after its receipt of the applicable Closing Statement. In connection with the review of the Closing Statements and the calculations contained therein, the Preparing Party shall provide the Disputing Party with reasonable access to the books and records, personnel and properties and any other information of the Preparing Party and their respective Subsidiaries that the Disputing Party reasonably requests in connection with such review, subject to the Disputing Party executing a confidentiality agreement in a form reasonably acceptable to the Preparing Party. The Disputing Party and the Preparing Parties (together, the “Independent Parties”) shall use their commercially reasonable best efforts for a period of five (5) Business Days after the Disputing Party’s delivery of such notice (or such longer period as the Independent Parties may mutually agree upon) to resolve any Items of Dispute raised by the Disputing Party. If, at the end of such period, the Independent Parties do not resolve any such Item of Dispute, any party may submit the matter to a mutually acceptable independent accounting firm of recognized national standing to review and resolve the Item of Dispute. In the event the Independent Parties cannot agree upon an accounting firm within five (5) Business Days after the failure to resolve any such Item of Dispute (or if such accounting firm does not accept the engagement and they cannot agree upon a replacement accounting firm within five (5) Business Days after the accounting firm notifies the parties that it will not accept the engagement), they shall choose an accounting firm by lot from those accounting firms of recognized national standing practicing in the State of New York having no material relationship to the Independent Parties or their respective Affiliates and having offices in locations suitable to conduct such review (the accounting firm selected in accordance with the preceding two sentences is referred to herein as the “Accounting Firm”). The Independent Parties shall request that the Accounting Firm render a determination on each Item of Dispute, solely based on whether such Item of Dispute was prepared accurately and in accordance with U.S. GAAP and consistent with the historical practice of Naked (with respect to the Naked Closing Net Assets calculation) and in accordance with IFRS and consistent with the historical practice of Bendon (with respect to the Bendon Closing Net Debt calculation). The determination by the Accounting Firm shall be set forth in a written statement with a reasonably detailed explanation for such determination, and shall be final, binding and conclusive on the parties absent fraud, bad faith or manifest error. The Independent Parties shall make their respective submissions to the Accounting Firm within five (5) Business Days after selecting such firm pursuant to this Section 1.5(b)(ii). The Independent Parties shall use their commercially reasonable best efforts to cause the Accounting Firm to make its determination as soon as practicable after accepting its selection. All of the fees and expenses of the Accounting Firm shall be borne by Naked. (iii) In the event Naked Closing Net Assets as finally determined in accordance with this Section 1.5(b) are less than the Net Asset Amount (such difference, the “Net Asset Shortfall Amount”), then the number of Holdco Ordinary Shares that would have been issuable to the shareholders of Bendon pursuant to the Reorganization Agreement (as defined in Section 5.18) without any adjustment pursuant hereto (the “Bendon Target Share Number”) shall be increased by a number equal to the product obtained by multiplying (i) the Net Asset Shortfall Amount and (ii) 11.

Adjustment of Merger Consideration. (ia) As soon as practicable after Within 30 days following the Measurement Closing Date, but not later than five (5) Business Days thereafter, (A) Naked the Stockholders shall prepare and deliver to Bendon a statement Acquisition (i) an unaudited balance sheet of the “Naked Net Assets Statement”) showing, in reasonable detail, the calculation of Naked’s Net Assets Company dated as of the Measurement Closing Date (the “Naked "Preliminary Closing Balance --------------------------- Sheet") which shall be prepared in accordance with generally accepted ----- accounting principles consistently applied and which shall include the Net Assets”Book Value of the Company as of the Closing Date (the "Estimated Net Book ------------------ Value") and (Bii) Bendon shall prepare and deliver to Naked a statement schedule (the “Bendon "Financial Schedule") setting forth any ----- ------------------ proposed adjustment to the Merger Consideration based upon the difference between the Net Debt Statement,” and together with Naked Net Assets Statement, the “Closing Statements”) showing, in reasonable detail, the calculation of Bendon’s Net Debt as Book Value of the Measurement Date Company shown on the Interim Balance Sheet and the Estimated Net Book Value; provided, however, that accounts receivable may subsequently be valued in the manner described in Section ------- 2.7(c)(ii) hereof. ---------- (b) Graphic shall, at its expense, cause its certified public accountants, Kanes Benator & Company L.L.C., to conduct an audit of the Preliminary Closing Balance Sheet of the Company (the “Bendon "Closing Net Debt”Audit"). The Naked Net Assets Statement and the Bendon Net Debt Statement Closing ------------- Audit shall be derived utilizing United States completed within sixty (60) days after the receipt of the Preliminary Closing Balance Sheet. The audited closing balance sheet resulting from the Closing Audit (the "Closing Balance Sheet") shall be --------------------- prepared in accordance with generally accepted accounting principles (“U.S. GAAP”) consistently applied; provided, however, that if any portion of the liability of the Company for deferred compensation payable in part to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ pursuant to that certain agreement between the Company and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ dated __________, 1990 as set forth on the international financial reporting standards (“IFRS”)Interim Balance Sheet is extinguished by reason of the consummation of the Merger, respectively, consistent with Graphic agrees that the historical practice of Naked and Bendon, respectively, and amount so extinguished shall be certified included as being accurate and complete by Holdco’s independent registered public accounting firmincome for the Company on the Closing Balance Sheet, regardless of whether such inclusion is in accordance with GAAP. (c) Subject to Section 8.2 hereof, the Merger Consideration to be paid ----------- to the Stockholders for the Merger shall be adjusted, dollar for dollar, as follows: (i) upward or downward, by the amount by which the Net Book Value of the Company as shown on the Closing Balance Sheet, is more or less than (whichever is the case) the Net Book Value of the Company as shown on the Interim Balance Sheet; (ii) downward, by the face value of any accounts or notes receivable in favor of the Company which are A) shown on the Closing Balance Sheet, B) in excess of any bad debt reserve provided for in the Closing Balance Sheet, and C) remain uncollected one hundred and twenty (120) days after the date of the Closing Balance Sheet; (iii) downward, by an amount equal to any loss, damage, cost or expense (including, but not limited to, reasonable attorney's fees and court costs) incurred by Graphic or Acquisition as a result of the breach of any representation, warranty or covenant of the Company or of the Stockholders contained herein, in the schedules attached hereto, in the Secretary's Certificate, in the Employment Agreement (in the case of ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇) or in the Escrow Agreement. (d) The Stockholders holding a majority of the Shares shall, within 15 days following receipt by the Stockholders of the Closing Balance Sheet, accept or reject the calculation of the Net Book Value reflected therein. If Bendon disagrees with Naked Closing the Stockholders holding a majority of the Shares accept the calculation of Net Assets or Naked disagrees with Bendon Closing Net Debt Book Value, any payment due as a result of any adjustment to the Merger Consideration as set forth in Section 2.7(c) above shall be made as -------------- provided in Section 2.7(e) hereof. If the Naked Stockholders holding a majority -------------- of the Shares disagree with such calculation of Net Assets Statement or the Bendon Net Debt StatementBook Value, respectively, the party that disagrees with the applicable Closing Statement (the “Disputing Party”) they shall notify the party that prepared the applicable Closing Statement (the “Preparing Party”) give written notice of such disagreement in writing specifying in reasonable detail any and all items of disagreement (each, an “Item of Dispute”the reason(s) therefore within three (3) Business Days after its receipt such 15 day period. Should the Stockholders holding a majority of the applicable Closing Statement. In connection with the review Shares fail to notify Acquisition of a disagreement within such 15 day period, all of the Closing Statements and the calculations contained therein, the Preparing Party Stockholders shall provide the Disputing Party be deemed to agree with reasonable access any adjustment to the books and records, personnel and properties and any other information of the Preparing Party and their respective Subsidiaries that the Disputing Party reasonably requests in connection with such review, subject to the Disputing Party executing a confidentiality agreement in a form reasonably acceptable to the Preparing Party. The Disputing Party and the Preparing Parties (together, the “Independent Parties”) shall use their commercially reasonable best efforts for a period of five (5) Business Days after the Disputing Party’s delivery of such notice (or such longer period as the Independent Parties may mutually agree upon) to resolve any Items of Dispute raised by the Disputing Party. If, at the end of such period, the Independent Parties do not resolve any such Item of Dispute, any party may submit the matter to a mutually acceptable independent accounting firm of recognized national standing to review and resolve the Item of Dispute. In the event the Independent Parties cannot agree upon an accounting firm within five (5) Business Days after the failure to resolve any such Item of Dispute (or if such accounting firm does not accept the engagement and they cannot agree upon a replacement accounting firm within five (5) Business Days after the accounting firm notifies the parties that it will not accept the engagement), they shall choose an accounting firm by lot from those accounting firms of recognized national standing practicing in the State of New York having no material relationship to the Independent Parties or their respective Affiliates and having offices in locations suitable to conduct such review (the accounting firm selected Merger Consideration made in accordance with the preceding two sentences is referred to herein as the “Accounting Firm”)Section ------- 2.7(c) hereof. The Independent Parties shall request that the Accounting Firm render a determination on each Item of Dispute, solely based on whether such Item of Dispute was prepared accurately and in accordance with U.S. GAAP and consistent with the historical practice of Naked (with respect to the Naked Closing Net Assets calculation) and in accordance with IFRS and consistent with the historical practice of Bendon (with respect to the Bendon Closing Net Debt calculation). The determination by the Accounting Firm Any disagreement shall be resolved by arbitration, as set ------ forth in Section 8.5 hereof. ----------- (e) If the Net Book Value set forth in a written statement with a reasonably detailed explanation for such determinationthe Closing Balance Sheet exceeds the amount set forth in Section 2.7(c)(i) above, and Acquisition shall be final, binding and conclusive on the parties absent fraud, bad faith or manifest error. The Independent Parties shall make their respective submissions ----------------- pay to the Accounting Firm within five (5) Business Days after selecting such firm pursuant to this Section 1.5(b)(ii). The Independent Parties shall use their commercially reasonable best efforts to cause Stockholders additional consideration in the Accounting Firm to make its determination as soon as practicable after accepting its selection. All form of the fees and expenses of the Accounting Firm shall be borne Graphic Common Stock determined by Naked. (iii) In the event Naked Closing Net Assets as finally determined in accordance with this Section 1.5(b) are less than the Net Asset Amount (such difference, the “Net Asset Shortfall Amount”), then the number of Holdco Ordinary Shares that would have been issuable to the shareholders of Bendon pursuant to the Reorganization Agreement (as defined in Section 5.18) without any adjustment pursuant hereto (the “Bendon Target Share Number”) shall be increased by a number equal to the product obtained by multiplying (i) the Net Asset Shortfall Amount and (ii) 11.dividing the

Adjustment of Merger Consideration. (ia) As soon as practicable after The Merger Consideration will be adjusted upward or downward, on a dollar for dollar basis, to the Measurement Date, but not later than five (5) Business Days thereafter, (A) Naked shall prepare and deliver to Bendon a statement (extent that the “Naked Net Assets Statement”) showing, in reasonable detail, the calculation of Naked’s Net Assets Company's shareholder equity as of the Measurement Closing Date (the “Naked Closing Net Assets”) and (B) Bendon shall prepare and deliver to Naked a statement (the “Bendon Net Debt Statement,” and together with Naked Net Assets Statement, the “Closing Statements”) showing, in reasonable detail, the calculation of Bendon’s Net Debt as of the Measurement Date (the “Bendon Closing Net Debt”). The Naked Net Assets Statement and the Bendon Net Debt Statement shall be derived utilizing United States generally accepted accounting principles (“U.S. GAAP”) and the international financial reporting standards (“IFRS”), respectively, consistent with the historical practice of Naked and Bendon, respectively, and shall be certified as being accurate and complete by Holdco’s independent registered public accounting firm. (ii) If Bendon disagrees with Naked Closing Net Assets or Naked disagrees with Bendon Closing Net Debt as set forth in the Naked Net Assets Statement or the Bendon Net Debt Statement, respectively, the party that disagrees with the applicable Closing Statement (the “Disputing Party”) shall notify the party that prepared the applicable Closing Statement (the “Preparing Party”) of such disagreement in writing specifying in reasonable detail any and all items of disagreement (each, an “Item of Dispute”) within three (3) Business Days after its receipt of the applicable Closing Statement. In connection with the review of the Closing Statements and the calculations contained therein, the Preparing Party shall provide the Disputing Party with reasonable access to the books and records, personnel and properties and any other information of the Preparing Party and their respective Subsidiaries that the Disputing Party reasonably requests in connection with such review, subject to the Disputing Party executing a confidentiality agreement in a form reasonably acceptable to the Preparing Party. The Disputing Party and the Preparing Parties (together, the “Independent Parties”) shall use their commercially reasonable best efforts for a period of five (5) Business Days after the Disputing Party’s delivery of such notice (or such longer period as the Independent Parties may mutually agree upon) to resolve any Items of Dispute raised by the Disputing Party. If, at the end of such period, the Independent Parties do not resolve any such Item of Dispute, any party may submit the matter to a mutually acceptable independent accounting firm of recognized national standing to review and resolve the Item of Dispute. In the event the Independent Parties cannot agree upon an accounting firm within five (5) Business Days after the failure to resolve any such Item of Dispute (or if such accounting firm does not accept the engagement and they cannot agree upon a replacement accounting firm within five (5) Business Days after the accounting firm notifies the parties that it will not accept the engagement), they shall choose an accounting firm by lot from those accounting firms of recognized national standing practicing in the State of New York having no material relationship to the Independent Parties or their respective Affiliates and having offices in locations suitable to conduct such review (the accounting firm selected in accordance with the preceding two sentences is referred to herein as the “Accounting Firm”). The Independent Parties shall request that the Accounting Firm render a determination on each Item of Dispute, solely based on whether such Item of Dispute was prepared accurately and in accordance with U.S. GAAP and consistent with the historical practice of Naked (with respect to the Naked Closing Net Assets calculation) and in accordance with IFRS and consistent with the historical practice of Bendon (with respect to the Bendon Closing Net Debt calculation). The determination by the Accounting Firm shall be set forth in a written statement with a reasonably detailed explanation for such determination, and shall be final, binding and conclusive on the parties absent fraud, bad faith or manifest error. The Independent Parties shall make their respective submissions to the Accounting Firm within five (5) Business Days after selecting such firm pursuant to this Section 1.5(b)(ii). The Independent Parties shall use their commercially reasonable best efforts to cause the Accounting Firm to make its determination as soon as practicable after accepting its selection. All of the fees and expenses of the Accounting Firm shall be borne by Naked. (iii) In the event Naked Closing Net Assets as finally determined in accordance with this Section 1.5(bgenerally accepted accounting principles ("GAAP"), applied on a consistent basis, except ---- as otherwise set forth in Sections 2.04(c) and 13.01(c) ("Shareholder Equity") ------------------- is greater than or less than Twenty Million Dollars ($20,000,000). The Shareholder Equity shall be determined as follows: (i) For purposes of determining the amount of the Merger Consideration to be paid on the Closing Date, the Shareholder Equity will be determined in the same manner as it is to be determined in preparing the Audited Closing Balance Sheet (as defined below), except that it shall be based upon the unaudited balance sheet of the Company as of September 30, 2001 (the "Estimated Closing Balance Sheet"). The Company shall deliver the Estimated Closing Balance Sheet to Parent and Acquisition Subsidiary not later than three (3) business days prior to the Closing. (ii) In order to conclusively determine the Shareholder Equity as of the Closing Date, Parent, with the cooperation of the Holders, will cause a balance sheet of the Company as of the Closing Date (the "Closing Balance Sheet") to be prepared as ----------------------- promptly as practicable following the Closing Date and Parent will engage Deloitte & Touche LLP ("D&T") to audit the Closing --- Balance Sheet (as audited, the "Audited Closing Balance Sheet"). ----------------------------- The Audited Closing Balance Sheet shall be prepared based upon the Company's books and records in accordance with GAAP, applied on a consistent basis, except as otherwise set forth in Sections 2.04(c) and 13.01(c). The parties will use their reasonable best efforts to cause D&T to complete and deliver the Audited Closing Balance Sheet to Parent and the Holder Representatives within sixty (60) days after D&T's receipt of the Closing Balance Sheet. The parties shall cooperate with D&T in connection with such audit, and shall provide D&T with all books, records and other papers necessary for such purpose. (iii) The Audited Closing Balance Sheet shall be final and binding on the parties, unless within thirty (30) days after receipt thereof the Holder Representatives shall give Parent a notice of objection (an "Objection Notice"). The Objection ----------------- Notice shall specify each item the Holders object to in the Audited Closing Balance Sheet, together with a calculation of each disputed amount, and shall include all supporting calculations and data used in that determination. Any item in the Audited Closing Balance Sheet that is not objected to in the Objection Notice shall be deemed agreed and shall be final and binding on the parties. (iv) In the event an Objection Notice is given, Parent and the Holder Representatives, together with D&T and the Company's auditors, Ernst & Young LLP ("E&Y"), shall meet in an effort to --- resolve any objection and arrive at a final determination. If Parent and the Holder Representatives are unable to arrive at a final determination within ten (10) days after an Objection Notice is given, the matter shall be submitted for final determination to a firm of independent certified public accountants upon which the Holder Representatives and Parent mutually agree (the "Independent Firm"). The Independent Firm ----------------- shall make a final determination in writing as to all matters in dispute within thirty (30) days after its appointment; and such determination shall be final and binding on the parties; provided that notwithstanding the Independent Firm's -------- determination of the Shareholder Equity, for purposes hereof the Shareholder Equity shall be neither less than the Net Asset Amount amount specified in the Audited Closing Balance Sheet nor greater than the amount specified in the Objection Notice. (such differencev) Parent shall pay any fees owing to D&T in connection with this Section, and the “Net Asset Shortfall Amount”), then the number of Holdco Ordinary Shares that would have been issuable Holders shall pay any fees owing to E&Y in connection with this Section. Any fees owing to the shareholders of Bendon pursuant Independent Firm in connection with this Section shall be paid in direct proportion to the Reorganization Agreement (amounts of the disputed items that are lost by the Holders or Parent, as defined in Section 5.18) without any adjustment pursuant hereto (the “Bendon Target Share Number”) shall be increased by a number equal to the product obtained by multiplying (i) the Net Asset Shortfall Amount and (ii) 11case may be.

Adjustment of Merger Consideration. (ia) As soon as practicable after Within thirty (30) days following the Measurement Closing Date, but not later than five (5) Business Days thereafter, (A) Naked Seller shall prepare and deliver to Bendon a statement Purchaser (i) an unaudited balance sheet of the Company as of July 31, 1995 (the “Naked "Effective Date") (the "Closing Balance -------------- --------------- Sheet") determined in accordance with tax basis accounting principles ----- consistently applied, except that accounts receivable shall be subsequently valued in the manner described in Section 2.7(e) hereof (the "Estimated Net Assets Statement”-------------- ------------- Book Value"), and (ii) showinga schedule (the "Schedule") setting forth any ---------- -------- proposed adjustment to the Merger Consideration based upon the difference between the Interim Transaction Value and the Estimated Net Book Value. (b) Purchaser shall, in reasonable detail, within ninety (90) days following the calculation of Naked’s Net Assets as receipt of the Measurement Date Closing Balance Sheet and Schedule, (i) audit the “Naked Closing Net Assets”) Balance Sheet and Schedule and (Bii) Bendon shall prepare and deliver to Naked a statement Seller an audited closing balance sheet (the “Bendon "Audited Closing Balance Sheet") for the Company as of ----------------------------- the Effective Date (the "Closing Net Debt Statement,” Book Value") and together with Naked a schedule (the ---------------------- "Audited Schedule") setting forth any adjustment of the Merger ----------------- Consideration based upon the difference between the Interim Transaction Value and the Closing Net Assets StatementBook Value. (c) Seller shall, within fifteen (15) days following receipt of the “Adjusted Closing Statements”) showingBalance Sheet and the Audited Schedule, in reasonable detail, accept or reject the calculation of Bendon’s Net Debt as the Merger Consideration reflected therein. If Seller accepts the calculation, payment of any difference between the Measurement Date (Interim Transaction Value and the “Bendon Closing Net Debt”)Book Value shall be made as provided in Section 2.7(d) hereof. The Naked Net Assets Statement If Seller disagrees with such calculation, he -------------- shall give written notice of such disagreement and the Bendon Net Debt Statement reason therefore within such fifteen (15) day period. Should Seller fail to notify Purchaser of a disagreement within such fifteen (15) day period, Seller shall be derived utilizing United States generally accepted accounting principles (“U.S. GAAP”) and the international financial reporting standards (“IFRS”), respectively, consistent deemed to agree with the historical practice calculation of Naked and Bendon, respectively, and Merger Consideration in the Audited Schedule. Any disagreement shall be certified as being accurate and complete resolved by Holdco’s independent registered public accounting firm. (ii) If Bendon disagrees with Naked Closing Net Assets or Naked disagrees with Bendon Closing Net Debt arbitration, as set forth in Section 8.5 hereof. ----------- (d) If the Naked Closing Net Assets Statement or Book Value plus $5,593.11 together exceed the Bendon Net Debt StatementInterim Transaction Value, respectively, Purchaser shall pay such difference to Seller in Graphic Common Stock valued in the party that disagrees with same manner as the applicable Closing Statement Deliverable Consideration within thirty (30) days of the “Disputing Party”) shall notify parties' agreement upon the party that prepared the applicable Closing Statement (the “Preparing Party”) amount of such disagreement difference. If the Interim Transaction Value exceeds the Closing Net Book Value plus $5,593.11 by an amount in writing specifying excess of $25,000, Seller shall pay Purchaser the amount of such excess in reasonable detail any and all items of disagreement Graphic Common Stock valued in the same manner as the Deliverable Consideration within thirty (each, an “Item of Dispute”30) within three (3) Business Days after its receipt days of the applicable Closing Statement. In connection with parties' agreement upon the review amount of such difference. (e) For purposes of the Closing Statements Balance Sheet, the Adjusted Closing Balance Sheet, and the calculations contained therein, the Preparing Party shall provide the Disputing Party with reasonable access to the books and records, personnel and properties and any other information of the Preparing Party and their respective Subsidiaries that the Disputing Party reasonably requests in connection with such review, subject to the Disputing Party executing a confidentiality agreement in a form reasonably acceptable to the Preparing Party. The Disputing Party and the Preparing Parties (together, the “Independent Parties”) shall use their commercially reasonable best efforts for a period of five (5) Business Days after the Disputing Party’s delivery of such notice (or such longer period as the Independent Parties may mutually agree upon) to resolve any Items of Dispute raised by the Disputing Party. If, at the end of such period, the Independent Parties do not resolve any such Item of Dispute, any party may submit the matter to a mutually acceptable independent accounting firm of recognized national standing to review and resolve the Item of Dispute. In the event the Independent Parties cannot agree upon an accounting firm within five (5) Business Days after the failure to resolve any such Item of Dispute (or if such accounting firm does not accept the engagement and they cannot agree upon a replacement accounting firm within five (5) Business Days after the accounting firm notifies the parties that it will not accept the engagement), they shall choose an accounting firm by lot from those accounting firms of recognized national standing practicing in the State of New York having no material relationship to the Independent Parties or their respective Affiliates and having offices in locations suitable to conduct such review (the accounting firm selected in accordance with the preceding two sentences is referred to herein as the “Accounting Firm”). The Independent Parties shall request that the Accounting Firm render a determination on each Item of Dispute, solely based on whether such Item of Dispute was prepared accurately and in accordance with U.S. GAAP and consistent with the historical practice of Naked (with respect to the Naked Closing Net Assets calculation) and in accordance with IFRS and consistent with the historical practice Book Value, accounts receivable shall consist only of Bendon (with respect to the Bendon Closing Net Debt calculation). The determination by the Accounting Firm shall be set forth in a written statement with a reasonably detailed explanation for such determination, and shall be final, binding and conclusive on the parties absent fraud, bad faith or manifest error. The Independent Parties shall make their respective submissions to the Accounting Firm within five (5) Business Days after selecting such firm pursuant to this Section 1.5(b)(ii). The Independent Parties shall use their commercially reasonable best efforts to cause the Accounting Firm to make its determination as soon as practicable after accepting its selection. All of the fees and expenses of the Accounting Firm shall be borne by Naked. (iii) In the event Naked Closing Net Assets as finally determined in accordance with this Section 1.5(b) are less than the Net Asset Amount (such difference, the “Net Asset Shortfall Amount”), then the number of Holdco Ordinary Shares that would have been issuable to the shareholders of Bendon pursuant to the Reorganization Agreement (as defined in Section 5.18) without any adjustment pursuant hereto (the “Bendon Target Share Number”) shall be increased by a number equal to the product obtained by multiplying (i) accounts receivable of the Net Asset Shortfall Amount Company existing on the Closing Date which are thereafter collected within ninety (90) days following the Closing Date, and (ii) 11such other accounts receivable of the Company existing on the Closing Date as Purchaser and Seller shall jointly determine to be appropriate to include as accounts receivable on the Closing Balance Sheet and the Adjusted Closing Balance Sheet. To the extent accounts receivable of the Company existing on the Closing Date are not included on the Closing Balance Sheet and the Adjusted Closing Balance Sheet, the Company shall transfer all of its right, title and interest in and to such accounts receivable to the Seller for collection.

Adjustment of Merger Consideration. (a) Within 30 days following the Closing Date, the Litho Stockholders shall cause to be prepared and delivered to Acquisition Corp. (i) As soon an unaudited combining balance sheet of the Litho Companies dated as practicable of the Closing Date (the "Preliminary Closing Balance Sheet"), including a statement of income for the period beginning December 31, 1996 and ending on the Closing Date, which shall be prepared in accordance with Generally Accepted Accounting Principles consistently applied, except that it shall omit, cash flows, retained earnings and all footnotes, and which shall include the Net Book Value of the Litho Companies as of the Closing Date (the "Estimated Net Book Value") and (ii) a schedule (the "Financial Schedule") setting forth any proposed adjustment to the Merger Consideration based upon the difference between the Interim Net Book Value and the Estimated Net Book Value; provided, however, that accounts receivable may subsequently be valued in the manner described in Section 2.7(d)(ii) hereof. Acquisition Corp. shall provide the Litho Stockholders, and any representative of the Litho Stockholders, full access to the books and records of the Litho Companies for purposes of preparing the Preliminary Closing Balance Sheet and the Financial Schedule. All outside services utilized to create the Preliminary Closing Balance Sheet and the Financial Schedule shall be at the sole cost and expense of the Litho Stockholders. (b) Upon receipt of the Preliminary Closing Balance Sheet and Financial Schedule, Graphic shall, at its expense, cause its certified public accountants, Kanes Benator & Company L.L.C., to conduct an audit of the Preliminary Closing Balance Sheet of the Litho Companies (the "Closing Audit") and prepare an audited closing balance sheet (the "Audited Balance Sheet") reflecting the audited Net Book Value as of the Closing Date (the "Audited Net Book Value") and setting forth any proposed adjustment in the Merger Consideration based on the difference between the Audited Net Book Value and the Interim Net Book Value. The Closing Audit shall be completed within sixty (60) days following receipt by Graphic of the Preliminary Closing Balance Sheet and Financial Schedule, and shall be conducted in accordance with Generally Accepted Auditing Standards as promulgated by the American Institute of Certified Public Accountants and the Audited Balance Sheet shall be prepared in accordance with Generally Accepted Accounting Principles, consistently applied, and in the same manner as the Interim Balance Sheet, except that it shall omit statements of income, cash flows, retained earnings and all footnotes. (c) The Litho Stockholders shall have fifteen (15) days following receipt of the Audited Balance Sheet to agree or disagree with the calculation of the Audited Net Book Value as set forth therein. If the Litho Stockholders agree within such fifteen (15) day period, payment of any difference between the Interim Net Book Value and the Audited Net Book Value shall be made as provided in Section 2.7(e) hereof. Failure of the Litho Stockholders to notify Graphic and Acquisition Corp. of a disagreement, together with a reason or reasons therefor, shall be deemed agreement with the calculation of Merger Consideration in the Audited Balance Sheet. If the parties do not agree, notice of the same shall be delivered to Graphic and Acquisition Corp. within such fifteen (15) day period, which notice shall specify the item or items of disagreement and the reasons therefor. Such dispute shall be resolved by arbitration, as set forth in Section 8.4 hereof. (d) Subject to Section 8.2 hereof, the Merger Consideration to be paid to the Litho Stockholders in the Mergers shall be adjusted, dollar for dollar, in the aggregate as follows: (i) upward or downward, by the amount by which the Audited Net Book Value is more or less than (whichever is the case) the Interim Net Book Value; (ii) downward, by the face value of any accounts or notes receivable in favor of either Litho Company which are (A) shown on the Audited Balance Sheet, (B) in excess of any bad debt reserve provided for in the Audited Balance Sheet, and (C) remain uncollected one hundred and twenty (120) days after the Measurement Datedate of the Audited Balance Sheet; (iii) downward, by an amount equal to any loss, damage, cost or expense (including, but not later than five limited to, reasonable attorney's fees and court costs) incurred by Graphic or Acquisition Corp. as a result of the breach of any representation, warranty or covenant of the Litho Stockholders contained herein or in the Schedules attached hereto; (5iv) Business Days thereafterdownward, by the face value of any work in process of either Litho Company which is (A) Naked shall prepare and deliver to Bendon a statement shown on the Audited Balance Sheet (following the “Naked Net Assets Statement”) showing, in reasonable detail, the calculation resolution of Naked’s Net Assets as of the Measurement Date (the “Naked Closing Net Assets”any disputes regarding such balance sheet) and (B) Bendon shall prepare is not paid in full within 120 days of delivery of such completed work; and deliver (v) upward, by an amount equal to Naked any loss, damage, cost or expense (including, but not limited to, reasonable attorney's fees and court costs) incurred by either Litho Stockholder as a statement (the “Bendon Net Debt Statement,” and together with Naked Net Assets Statement, the “Closing Statements”) showing, in reasonable detail, the calculation of Bendon’s Net Debt as result of the Measurement Date (the “Bendon Closing Net Debt”). The Naked Net Assets Statement and the Bendon Net Debt Statement shall be derived utilizing United States generally accepted accounting principles (“U.S. GAAP”) and the international financial reporting standards (“IFRS”)breach of any representation, respectively, consistent with the historical practice warranty or covenant of Naked and Bendon, respectively, and shall be certified as being accurate and complete by Holdco’s independent registered public accounting firmGraphic of Acquisition Corp. contained herein. (iie) If Bendon disagrees with Naked Closing Net Assets or Naked disagrees with Bendon Closing Net Debt as the adjustment set forth in Section 2.7(d) hereof results in an upward adjustment in the Naked Net Assets Statement or Merger Consideration, Graphic and the Bendon Net Debt Statement, respectivelySurviving Corporation shall pay the amount of such adjustment to the Litho Stockholders in Graphic Common Stock valued at the Stock Price and allocated among the Litho Stockholders as provided in Schedule 2.5 hereof. ------------ If the adjustment set forth in Section 2.7(d) hereof results in a downward adjustment in the Merger Consideration, the party that disagrees with Litho Stockholders shall pay Graphic and Surviving Corporation the applicable Closing Statement (the “Disputing Party”) shall notify the party that prepared the applicable Closing Statement (the “Preparing Party”) amount of such disagreement adjustment in writing specifying in reasonable detail any and all items of disagreement (each, an “Item of Dispute”) within three (3) Business Days after its receipt of the applicable Closing Statement. In connection with the review of the Closing Statements and the calculations contained therein, the Preparing Party shall provide the Disputing Party with reasonable access to the books and records, personnel and properties and any other information of the Preparing Party and their respective Subsidiaries that the Disputing Party reasonably requests in connection with such review, subject to the Disputing Party executing a confidentiality agreement in a form reasonably acceptable to the Preparing Party. The Disputing Party and the Preparing Parties (together, the “Independent Parties”) shall use their commercially reasonable best efforts for a period of five (5) Business Days after the Disputing Party’s delivery of such notice (or such longer period as the Independent Parties may mutually agree upon) to resolve any Items of Dispute raised by the Disputing Party. If, Graphic Common Stock valued at the end of such period, the Independent Parties do not resolve any such Item of Dispute, any party may submit the matter to a mutually acceptable independent accounting firm of recognized national standing to review and resolve the Item of DisputeStock Price or in cash. In the event the Independent Parties cannot agree upon an accounting firm within five (5) Business Days after the failure to resolve any such Item of Dispute (or if such accounting firm does not accept the engagement and they cannot agree upon there is a replacement accounting firm within five (5) Business Days after the accounting firm notifies the parties that it will not accept the engagement), they shall choose an accounting firm by lot from those accounting firms of recognized national standing practicing reduction in the State Merger Consideration pursuant to this Section 2.7, the amount of New York having no material relationship to such reduction shall first be sought by Graphic and the Independent Parties or their respective Affiliates and having offices in locations suitable to conduct such review (Surviving Corporation from the accounting firm selected Escrow Stock Consideration in accordance with the preceding two sentences Escrow Agreement, and if the available Escrow Stock Consideration is referred not sufficient to herein as pay such deficiency, the “Accounting Firm”)Litho Stockholders shall remain liable therefor; provided, however, that payment from the Escrow Stock Consideration shall not be Acquisition Corp.'s exclusive source for payment of such reduction. The Independent Parties shall request that the Accounting Firm render a determination on each Item of Dispute, solely based on whether such Item of Dispute was prepared accurately and Any payment in accordance with U.S. GAAP and consistent with the historical practice of Naked (with respect to the Naked Closing Net Assets calculationGraphic Common Stock under this Section 2.7(e) and in accordance with IFRS and consistent with the historical practice of Bendon (with respect to the Bendon Closing Net Debt calculation). The determination by the Accounting Firm shall be set forth in a written statement with a reasonably detailed explanation for such determination, and shall be final, binding and conclusive on the parties absent fraud, bad faith or manifest error. The Independent Parties shall make their respective submissions to the Accounting Firm within five (5) Business Days after selecting such firm pursuant to this Section 1.5(b)(ii). The Independent Parties shall use their commercially reasonable best efforts to cause the Accounting Firm to make its determination as soon as practicable after accepting its selection. All of the fees and expenses of the Accounting Firm shall be borne made by Naked. (iii) In the event Naked Closing Net Assets as finally determined in accordance with this Section 1.5(b) are less than the Net Asset Amount (such difference, the “Net Asset Shortfall Amount”), then rounding the number of Holdco Ordinary Shares that would have been issuable shares to the shareholders of Bendon pursuant to the Reorganization Agreement (as defined in Section 5.18) without any adjustment pursuant hereto (the “Bendon Target Share Number”) nearest whole number and no fractional shares shall be increased by a number equal to the product obtained by multiplying (i) the Net Asset Shortfall Amount and (ii) 11.paid or payable. Any payments due under this Section

Adjustment of Merger Consideration. (ia) As soon as practicable after Prior to the Measurement DateClosing, but not later than five (5) Business Days thereafter, (A) Naked the Company shall prepare and deliver to Bendon Parent a statement (the “Naked Net Assets Statement”) showing, in reasonable detail, the calculation of Naked’s Net Assets preliminary balance sheet as of the Measurement Closing Date (the “Naked Preliminary Closing Net Assets”) and (B) Bendon shall prepare and deliver to Naked a statement (the “Bendon Net Debt Statement,” and together with Naked Net Assets Statement, the “Closing Statements”) showing, in reasonable detail, the calculation of Bendon’s Net Debt as of the Measurement Date (the “Bendon Closing Net DebtBalance Sheet”). The Naked Net Assets Statement Preliminary Closing Balance Sheet shall be prepared by the Company in a manner consistent with the manner in which the Unaudited Balance Sheet and the Bendon Net Debt Statement Audited Balance Sheets (each as defined in Section 4.1(e) below) were prepared. The Merger Consideration payable at the Effective Time shall be derived utilizing United States generally accepted accounting principles reduced by the amount, if any, that the Company’s net working capital (the “U.S. GAAP”) and the international financial reporting standards (“IFRSPreliminary Closing Net Working Capital”), respectivelycalculated by subtracting the current liabilities shown on the Preliminary Closing Balance Sheet from the current assets shown on the Preliminary Closing Balance Sheet, consistent with is less than $68,438 (the historical practice of Naked and Bendon, respectively“Closing Net Working Capital Shortfall”), and shall be certified increased by one-half of the amount, if any, that the Preliminary Closing Net Working Capital, is greater than $68,438 (the “Closing Net Working Capital Excess”), provided that in no event shall the Merger Consideration be increased by more than $20,000 as being accurate and complete by Holdco’s independent registered public accounting firma result of any Closing Net Working Capital Excess. (iib) If Bendon disagrees with Naked In the event Parent disputes the Preliminary Closing Net Assets or Naked disagrees with Bendon Working Capital as calculated by the Company, then within thirty (30) days after the Closing Net Debt as set forth in Date, Parent shall deliver written notice to the Naked Net Assets Statement or the Bendon Net Debt Statement, respectively, the party that disagrees with the applicable Closing Statement Shareholder Representative (the “Disputing PartyDispute Notice”) that it believes that the Preliminary Closing Net Working Capital is not correct. If a Dispute Notice is delivered, Parent and the Shareholder Representative shall notify the party that prepared the applicable negotiate in good faith to agree upon a revised Closing Statement Net Working Capital (the “Preparing PartyFinal Closing Net Working Capital”) of such disagreement in writing specifying in reasonable detail any that is mutually acceptable to Parent and all items of disagreement the Shareholder Representative. If Parent and the Shareholder Representative are unable to agree on a Final Closing Net Working Capital within thirty (each, an “Item of Dispute”30) within three (3) Business Days days after its receipt the date of the applicable Closing Statement. In connection with the review of the Closing Statements Dispute Notice, then both Parent and the calculations contained thereinShareholder Representative agree to submit the dispute to arbitration conducted before a single arbitrator, the Preparing Party who shall provide the Disputing Party with reasonable access to the books and recordsbe a licensed practicing accountant, personnel and properties and any other information of the Preparing Party and their respective Subsidiaries that the Disputing Party reasonably requests in connection with such review, subject to the Disputing Party executing a confidentiality agreement in a form reasonably acceptable to the Preparing Party. The Disputing Party mutually selected by Parent and the Preparing Parties Shareholder Representative. Within ten (together, the “Independent Parties”) shall use their commercially reasonable best efforts for a period of five (510) Business Days after the Disputing Party’s delivery appointment of such notice the arbitrator, Parent and the Shareholder Representative shall each submit written claims to the arbitrator, and the arbitrator shall commence a hearing within ten (10) Business Days thereafter to determine the Final Closing Net Working Capital. The arbitrator shall notify Parent and the Shareholder Representative of his/her decision in writing, stating the reasons for the decision in reasonable detail, within ten (10) Business Days of the conclusion of the hearing. Any arbitration conducted pursuant to the terms of this Agreement shall be held in Boston, Massachusetts (or such longer period other location in Massachusetts as mutually agreed by Parent and the Independent Parties may mutually agree uponShareholder Representative) to resolve any Items of Dispute raised and governed by the Disputing Partycommercial arbitration rules as then in effect of JAMS/Endispute. IfThe arbitrator shall determine based on the facts of the arbitration how the costs of the arbitration are to be allocated among Parent and the holders of Shares and Company Options. Parent and the Shareholder Representative agree to accept and be bound by the decision of the arbitrator, at with no right of appeal. This agreement to arbitrate shall be enforceable under the end of such periodUniform Arbitration Act. In any action to compel arbitration under this section, the Independent Parties do not resolve any such Item prevailing party shall be entitled to an award of Disputeits reasonable expenses, any party may submit including attorneys fees. (c) If the matter to a mutually acceptable independent accounting firm of recognized national standing to review Final Closing Net Working Capital is less than $68,438, then the aggregate Contingent Additional Per Share Merger Consideration shall be reduced by the difference between the Final Closing Net Working Capital and resolve the Item of Dispute. In the event the Independent Parties cannot agree upon an accounting firm within five (5) Business Days after the failure to resolve any such Item of Dispute (or if such accounting firm does not accept the engagement and they cannot agree upon a replacement accounting firm within five (5) Business Days after the accounting firm notifies the parties that it will not accept the engagement), they shall choose an accounting firm by lot from those accounting firms of recognized national standing practicing in the State of New York having no material relationship to the Independent Parties or their respective Affiliates and having offices in locations suitable to conduct such review Preliminary Closing Net Working Capital (the accounting firm selected in accordance with the preceding two sentences is referred to herein as the “Accounting FirmFinal Closing Net Working Capital Shortfall”). The Independent Parties shall request that If the Accounting Firm render a determination on each Item of Dispute, solely based on whether such Item of Dispute was prepared accurately and in accordance with U.S. GAAP and consistent with the historical practice of Naked (with respect to the Naked Final Closing Net Assets calculation) and in accordance with IFRS and consistent with the historical practice of Bendon (with respect to the Bendon Closing Net Debt calculation). The determination by the Accounting Firm shall be set forth in a written statement with a reasonably detailed explanation for such determination, and shall be final, binding and conclusive on the parties absent fraud, bad faith or manifest error. The Independent Parties shall make their respective submissions to the Accounting Firm within five (5) Business Days after selecting such firm pursuant to this Section 1.5(b)(ii). The Independent Parties shall use their commercially reasonable best efforts to cause the Accounting Firm to make its determination as soon as practicable after accepting its selection. All of the fees and expenses of the Accounting Firm shall be borne by Naked. (iii) In the event Naked Closing Net Assets as finally determined in accordance with this Section 1.5(b) are less Working Capital is greater than the Net Asset Amount (such difference, the “Net Asset Shortfall Amount”)$68,438, then the number of Holdco Ordinary Shares that would have been issuable to the shareholders of Bendon pursuant to the Reorganization Agreement (as defined in Section 5.18) without any adjustment pursuant hereto (the “Bendon Target aggregate Contingent Additional Per Share Number”) Merger Consideration shall be increased by one-half of the difference between the Final Closing Net Working Capital and the Preliminary Closing Net Working Capital (the “Final Closing Net Working Capital Excess”), up to a number equal to the product obtained by multiplying (i) the Net Asset Shortfall Amount and (ii) 11maximum of $20,000.

Adjustment of Merger Consideration. The Adjusted Aggregate Merger Consideration shall be subject to final adjustment, if any, after the Closing Date as specified in this Section 1.09. (a) Following the Closing, JUSI, at its expense, shall engage Ernst & Young LLP (“E&Y”), provided, however, that should E&Y be unable or unwilling to provide the report described below, JUSI shall promptly engage another independent public accounting firm of national reputation (the “Alternate Firm”), either hereinafter referred to as the “Auditor”, to examine the Estimated Closing Date Net Working Capital Statement. JUSI shall use its best efforts to deliver to the Surviving Corporation and Parent the Estimated Closing Date Net Working Capital Statement with any adjustments the Auditor determines are required (the “Adjusted Closing Date Net Working Capital Statement”), together with a balance sheet of the Company as of the Closing Date, within sixty (60) days after the Closing (or, in the event the Auditor is the Alternate Firm, within sixty (60) days after the Alternate Firm is engaged), together with a report of the Auditor thereon (i) As soon as practicable after setting forth the Measurement Date, but not later than five (5) Business Days thereafteramount of Closing Date Net Working Capital reflected in the Adjusted Closing Date Net Working Capital Statement, (Aii) Naked shall prepare and deliver to Bendon a statement stating that (x) the “Naked Net Assets Statement”) showing, examination has been made in reasonable detail, the calculation of Naked’s Net Assets as of the Measurement Date (the “Naked Closing Net Assets”) and (B) Bendon shall prepare and deliver to Naked a statement (the “Bendon Net Debt Statement,” and together accordance with Naked Net Assets Statement, the “Closing Statements”) showing, in reasonable detail, the calculation of Bendon’s Net Debt as of the Measurement Date (the “Bendon Closing Net Debt”). The Naked Net Assets Statement and the Bendon Net Debt Statement shall be derived utilizing United States generally accepted accounting principles auditing standards, (“U.S. GAAP”y) and the international financial reporting standards (“IFRS”), respectively, Adjusted Closing Date Net Working Capital Statement has been prepared on a basis consistent with the historical practice Accounting Principles and the April 2, 2005 Net Working Capital Statement and (z) the Adjusted Closing Date Net Working Capital Statement includes only those categories of Naked assets and Bendon, respectivelyliabilities and line items included in, and is in a form consistent with, the April 2, 2005 Net Working Capital Statement, and (iii) setting forth the amount of any required adjustment pursuant to this Section 1.09 (a). JUSI and Parent shall (and Parent shall cause the Surviving Corporation to) take such actions as are necessary to cause the Auditor’s examination of the Estimated Closing Date Net Working Capital Statement to be certified performed expeditiously. During the period from the Closing Date until the date of delivery of the Adjusted Closing Date Net Working Capital Statement, Parent shall cause the Surviving Corporation to give JUSI, the Auditor and other appropriate personnel such assistance and access to the assets and books and records of Rexair as being accurate JUSI and complete by Holdco’s independent registered public accounting firm. (ii) If Bendon disagrees with Naked Closing Net Assets or Naked disagrees with Bendon Closing Net Debt as set forth the Auditor shall reasonably request during normal business hours in the Naked Net Assets Statement or the Bendon Net Debt Statementorder to enable them to prepare and examine, respectively, the party that disagrees Adjusted Closing Date Net Working Capital Statement. An independent accounting firm (other than Deloitte & Touche) engaged by Parent or the Surviving Corporation at Parent’s or the Surviving Corporation’s sole expense shall have the opportunity to observe the taking of the inventory of the Company in connection with the applicable preparation of the Adjusted Closing Date Net Working Capital Statement. (b) Within thirty (30) days following the delivery of the Adjusted Closing Date Net Working Capital Statement and the related report of the Auditor, Parent shall cause the Surviving Corporation to deliver to JUSI a written notice of objection (the an “Disputing PartyObjection Notice”) shall notify the party that prepared the applicable Closing Statement or a written notice of acceptance (the an “Preparing PartyAcceptance Notice”) of with respect to the Adjusted Closing Date Net Working Capital Statement and related auditor’s report. Such Adjusted Closing Date Net Working Capital Statement and related auditor’s report shall be final and binding on the parties if an Acceptance Notice is delivered to JUSI or if no Objection Notice is delivered to JUSI within such disagreement in writing specifying thirty (30) day period. Any Objection Notice shall specify in reasonable detail any the items on the Adjusted Closing Date Net Working Capital Statement disputed and shall describe in reasonable detail the basis for the objection, the amount in dispute and all items of disagreement (each, an “Item of Dispute”) within three (3) Business Days after its receipt information in the possession of the applicable objecting party which forms the basis thereof, as well as Parent’s calculation of Closing Date Net Working Capital. It is understood and agreed by Parent and the Surviving Corporation that (i) the Surviving Corporation may not object to (A) any reserves established for any contingent liabilities that are reflected in the Schedules to this Agreement or that are disclosed in the Financial Statements or the April 2, 2005 Net Working Capital Statement (provided that the Surviving Corporation may object to any decrease in the amount of any reserve that was reflected on the October 2, 2004 balance sheet or the April 2, 2005 Net Working Capital Statement or any change in the principles or methodology or rates at which reserves are determined since October 2, 2004) or (B) the historic carrying costs of any asset or any liability (unless the carrying cost of such asset is higher, or the carrying cost of such liability is lower, in each case, than the cost reflected on the October 2, 2004 balance sheet or the April 2, 2005 Net Working Capital Statement. In connection , or the principles or methodology for determining the carrying costs of assets and liabilities have changed since October 2, 2004), except in each case as a result of any new facts or events occurring after the date hereof, or, with respect to the carrying cost of the inventory, to the extent the review of the Closing Statements and the calculations contained therein, the Preparing Party shall provide the Disputing Party with reasonable access conducted pursuant to the books and records, personnel and properties and any other information of the Preparing Party and their respective Subsidiaries Section 1.09(a) determines that the Disputing Party reasonably requests in connection with such review, subject to the Disputing Party executing a confidentiality agreement in a form reasonably acceptable to the Preparing Party. The Disputing Party and the Preparing Parties (together, the “Independent Parties”) shall use their commercially reasonable best efforts for a period of five (5) Business Days after the Disputing Party’s delivery of such notice (or such longer period as the Independent Parties may mutually agree upon) to resolve any Items of Dispute raised by the Disputing Party. If, at the end of such period, the Independent Parties do its carrying cost has not resolve any such Item of Dispute, any party may submit the matter to a mutually acceptable independent accounting firm of recognized national standing to review and resolve the Item of Dispute. In the event the Independent Parties cannot agree upon an accounting firm within five (5) Business Days after the failure to resolve any such Item of Dispute (or if such accounting firm does not accept the engagement and they cannot agree upon a replacement accounting firm within five (5) Business Days after the accounting firm notifies the parties that it will not accept the engagement), they shall choose an accounting firm by lot from those accounting firms of recognized national standing practicing in the State of New York having no material relationship to the Independent Parties or their respective Affiliates and having offices in locations suitable to conduct such review (the accounting firm selected been recorded in accordance with the preceding two sentences Accounting Principles, (ii) the Surviving Corporation’s objection shall be limited to only those categories of assets and liabilities and line items included in the April 2, 2005 Net Working Capital Statement and (iii) the Surviving Corporation shall be deemed to have agreed with all other aspects of the Adjusted Closing Date Net Working Capital Statement not objected to in the Objection Notice. If an Objection Notice is given, the parties shall consult with each other with respect to the objection. If the parties are unable to reach agreement within fifteen (15) days after an Objection Notice has been given, any unresolved disputed items shall be promptly referred to herein as Deloitte & Touche or another independent public accounting firm of national reputation agreed to in writing between the parties to which neither party has paid more than $500,000 in annual fees since January 1, 2003 (the “Unrelated Accounting Firm”). The Independent Parties shall request that the Unrelated Accounting Firm shall be directed to render a determination written report on each Item of Dispute, solely based on whether such Item of Dispute was prepared accurately and in accordance with U.S. GAAP and consistent with the historical practice of Naked (unresolved disputed issues with respect to the Naked Adjusted Closing Date Net Assets calculation) Working Capital Statement as promptly as practicable and to resolve only those issues of dispute set forth in accordance with IFRS and consistent with the historical practice of Bendon (with respect to the Bendon Closing Net Debt calculation)Objection Notice. The determination resolution of the dispute by the Unrelated Accounting Firm shall be set forth in a written statement with a reasonably detailed explanation for such determination, final and binding on the parties and shall be final, binding solely based on matters presented by the Surviving Corporation in the Objection Notice and conclusive on responded to by JUSI or the parties absent fraud, bad faith or manifest errorAuditor. The Independent Parties shall make their respective submissions to the Accounting Firm within five (5) Business Days after selecting such firm pursuant to this Section 1.5(b)(ii). The Independent Parties shall use their commercially reasonable best efforts to cause the Accounting Firm to make its determination as soon as practicable after accepting its selection. All of the fees and expenses of the Unrelated Accounting Firm shall be borne (i) by Naked. the Surviving Corporation if (x) the difference between the Final Closing Date Net Working Capital and Parent’s calculation of the Closing Date Net Working Capital delivered in connection with the Objection Notice pursuant to this Section 1.09 (b) is greater than (y) the difference between the Final Closing Date Net Working Capital and the Adjusted Closing Date Net Working Capital, (ii) by JUSI if the difference in clause (i)(x) is less than the difference in clause (i)(y) and (iii) In otherwise equally by the event Naked Closing Net Assets as finally determined in accordance with this Section 1.5(b) are less than the Net Asset Amount (such difference, the “Net Asset Shortfall Amount”), then the number of Holdco Ordinary Shares that would have been issuable to the shareholders of Bendon pursuant to the Reorganization Agreement (as defined in Section 5.18) without any adjustment pursuant hereto (the “Bendon Target Share Number”) shall be increased by a number equal to the product obtained by multiplying (i) the Net Asset Shortfall Amount Surviving Corporation and (ii) 11JUSI.