Common use of Adjustment Procedure Clause in Contracts

Adjustment Procedure. Estimates. The Additional Charges specified in Paragraph 5.1 shall be determined and paid as follows: (A) During each calendar year subsequent to the Base Year, Landlord shall give Tenant written notice of its estimate of any increased amounts payable under Paragraph 5.1 for that calendar year. On or before the first day of each calendar month during the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. (B) Within ninety (90) days after the close of each calendar year or as soon thereafter as is practicable, Landlord shall deliver to Tenant a statement of that year's actual Applicable Taxes and Operating Expenses, as determined and certified by Landlord (the "Landlord's Statement") and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Paragraph 5.4 below. If the amount of the actual Tax and Operating Expenses is more than the estimated payments for such calendar year made by Tenant, Tenant shall pay the deficiency to Landlord upon receipt of Landlord's Statement. If the amount of the actual Tax and Operating Expenses is less than the estimated payments for such calendar year made by Tenant, any excess shall be credited against Rent (as hereinafter defined) next payable by Tenant under this Lease or, if the Lease Term has expired, any excess shall be paid to Tenant. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord's right to payment under Paragraph 5.1. (C) If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment to be paid pursuant to Paragraph 5.1 that is applicable to the calendar year in which such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Paragraph 5.1 to be performed after such termination.

Adjustment Procedure. Estimates. The Additional Charges specified (a) Nautilus will prepare financial statements (“Closing Financial Statements”) of Schwinn setting forth the value as of the Closing Date of the Schwinn Commercial Indoor Cycle inventory and the Schwinn Commercial Indoor Cycle open purchase orders, in Paragraph 5.1 shall be each case determined in accordance with GAAP and paid as follows: (A) During each calendar year subsequent consistent with Nautilus’ past practice with regard to the Base Year, Landlord shall give Tenant written notice preparation of its estimate of any increased amounts payable under Paragraph 5.1 for that calendar yearfinancial statements. On or before Nautilus will deliver the first day of each calendar month during the calendar year, Tenant shall pay Closing Financial Statements to Landlord one-twelfth Buyer within sixty (1/12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. (B) Within ninety (9060) days after the close Closing Date. If within thirty days following delivery of each calendar year or as soon thereafter as is practicable, Landlord shall deliver the Closing Financial Statements Buyer has not given Nautilus notice of its objection to Tenant the Closing Financial Statements (such notice must contain a statement of the basis of Buyer’s objection), then the inventory and open purchase order amounts reflected in the Closing Financial Statements will be used in computing the Purchase Price. If Buyer gives such notice of objection, then the issues in dispute will be submitted to , certified public accountants (the “Accountants”), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that year's actual Applicable Taxes party or its Subsidiaries (or its independent public accountants), and Operating Expenseswill be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as determined and certified set forth in a notice delivered to both parties by Landlord (the "Landlord's Statement") and such Landlord's Statement shall Accountants, will be binding upon Landlord and Tenant, except as provided in Paragraph 5.4 below. If conclusive on the amount parties; and (iii) Buyer and Nautilus will each bear 50% of the actual Tax and Operating Expenses fees of the Accountants for such determination. (b) On the tenth business day following the final determination of the Purchase Price (based on the valuations determined in accordance with Section 2.4(a) above), if the Purchase Price is more greater than the estimated payments for such calendar year made by TenantEstimated Purchase Price, Tenant shall Buyer will pay the deficiency difference to Landlord upon receipt of Landlord's Statement. If Nautilus, and if the amount of the actual Tax and Operating Expenses Purchase Price is less than the estimated payments for such calendar year made by TenantEstimated Purchase Price, any excess shall be credited against Rent (as hereinafter defined) next payable by Tenant under this Lease or, if Nautilus will pay the Lease Term has expired, any excess shall be paid difference to TenantBuyer. No delay interest shall accrue on any such payments. Payments must be made in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord's right to payment under Paragraph 5.1cash by wire transfer or other immediately available funds. (C) If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment to be paid pursuant to Paragraph 5.1 that is applicable to the calendar year in which such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Paragraph 5.1 to be performed after such termination.

Adjustment Procedure. Estimates(a) On the Closing Date, the Seller will prepare a statement of the Company’s actual Inventory and Other Current Assets Amount as of the Inventory Date (the “Inventory and Other Current Assets Amount Statement”) in accordance with Section 1.8 hereto. Seller will deliver the Inventory and Other Current Assets Amount Statement to Buyer on the Closing Date. The Additional Charges specified in Paragraph 5.1 shall be determined parties will conduct a mutual physical count of the Company’s Inventory on Saturday, November 29, 2008. If within 30 days following delivery of the Inventory and paid as follows: (A) During each calendar year subsequent to the Base YearOther Current Assets Amount Statement, Landlord shall give Tenant written Buyer has not given Seller notice of its estimate objection to the Inventory and Other Current Assets Amount Statement (such notice must contain a statement of the basis of Buyer’s objection), then the Inventory and Other Current Assets Amount reflected in the Inventory and Other Current Assets Amount Statement will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the parties shall promptly meet (in any increased amounts payable under Paragraph 5.1 event within five days of the notice of dispute) and attempt in good faith to resolve such dispute. All reasonable requests for information by one party to the other shall be honored. If the matter has not been resolved within 72 hours of the beginning of Buyer and Seller’s meeting, issues in dispute will be submitted to the Tampa office of Ernst & Young, LLP Certified Public Accountants (the “Accountants”), for resolution. Accountants shall resolve such dispute as quickly as possible, but in any event within five business days of its receipt thereof. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that calendar year. On party (or before its independent public accountants), and will be afforded the first day opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Seller will each bear 50% of each calendar month during the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) fees of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate the Accountants for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimatedetermination. (Bb) Within ninety (90) days after On the close tenth business day following the final determination of each calendar year or as soon thereafter as the Adjustment Amount, if the Purchase Price is practicable, Landlord shall deliver greater than the aggregate of the payments made pursuant to Tenant a statement of that year's actual Applicable Taxes and Operating Expenses, as determined and certified by Landlord (the "Landlord's Statement"Sections 1.4(b)(i) and such Landlord's Statement shall be binding upon Landlord and Tenant1.4(b)(ii), except as provided in Paragraph 5.4 below. If the amount of the actual Tax and Operating Expenses is more than the estimated payments for such calendar year made by Tenant, Tenant shall Buyer will pay the deficiency difference to Landlord upon receipt of Landlord's Statement. If Seller, and if the amount of the actual Tax and Operating Expenses Purchase Price is less than such aggregate amount, the estimated payments for Escrow Agent, to the extent of the Escrowed Funds, and Seller will pay the difference to Buyer. Seller’s obligation to pay such calendar year difference shall in no way be limited to the then current balance of such Escrowed Funds. Payments must be made in immediately available funds. Payments to Seller must be made by Tenant, any excess shall be credited against Rent (as hereinafter definedwire transfer to the bank account specified in Part 1.4(b)(i) next payable by Tenant under this Lease or, if the Lease Term has expired, any excess shall be paid to Tenant. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord's right to payment under Paragraph 5.1. (C) If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment Disclosure Letter. Payments to Buyer must be paid pursuant made by the Escrow Agent and/or Seller, as applicable, by wire transfer to Paragraph 5.1 that is applicable to the calendar year in which such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Paragraph 5.1 to be performed after such terminationbank account as Buyer will specify.

Adjustment Procedure. Estimates(a) Sellers will prepare and will cause the Company's certified public accountants to prepare an unaudited balance sheet of the Company as of July 31, 2000 ("ADJUSTMENT DATE BALANCE SHEET"), including a computation of net worth as of July 31, 2000, and a statement of the Enterprise Deferred Revenue Adjustment Amount. The Additional Charges specified in Paragraph 5.1 shall be determined Sellers will deliver the Adjustment Date Balance Sheet, together with the statement of the Enterprise Deferred Revenue Adjustment Amount, to Parent within thirty days after the Closing Date. If, within thirty days following delivery of the Adjustment Date Balance Sheet and paid as follows: (A) During each calendar year subsequent statement of Enterprise Deferred Revenue Adjustment Revenue Amount, Parent has not given Sellers notice of Parent's objection to the Base YearAdjustment Date Balance Sheet in accordance with GAAP (such notice must contain a statement of the basis of Parent's objection) or the statement of Enterprise Deferred Revenue Adjustment Amount, Landlord shall give Tenant written notice of its estimate of any increased amounts payable under Paragraph 5.1 for that calendar year. On or before then the first day of each calendar month during net worth reflected in the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such year, Adjustment Date Balance Sheet and subsequent payments by Tenant for such year shall Enterprise Deferred Revenue Adjustment Amount set forth in the statement thereof will be based upon such revised estimateused in computing the Adjustment Amount. (Bb) Within ninety On the tenth business day following the final determination of the Adjustment Amount, if the Adjustment Amount is greater than zero, Parent will pay to Sellers the Adjustment Amount (90with Chu receiving 40%, King receiving 50% and Novax receiving 10%), and if the Adjustment Amount is less than zero, Parent shall deliver written instructions to the Escrow Agent to pay the Parent such amounts from the General Account of the Escrow Fund until the Adjustment Amount has been paid in full. All payments will be made together with interest at the Escrow Agent's prime rate of interest as announced from time to time, compounded daily beginning on the Closing Date and ending on the date of payment. Payments must be made in immediately available funds. (c) days after If Parent gives notice of objection under Section 2.11(a) or if Sellers object to Parent's notice under Section 10.10, then the close of each calendar year issues in dispute will be submitted to Gran▇ ▇▇▇▇▇▇▇▇ ▇▇▇ or as soon thereafter such other independent and reputable accounting firm as is practicablemutually agreeable to Parent and Sellers' Representative and which has not worked for any of Parent, Landlord shall deliver Company, Sellers or Surviving Corporation, or any affiliate of any of them, within three years prior to Tenant a statement the date of that year's actual Applicable Taxes and Operating Expenses, as determined and certified by Landlord the dispute (the "Landlord's StatementACCOUNTANTS"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and such Landlord's Statement shall other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding upon Landlord and Tenant, except as provided in Paragraph 5.4 below. If conclusive on the amount parties; and (iii) Parent and Sellers will each bear 50% of the actual Tax and Operating Expenses is more than fees of the estimated payments Accountants for such calendar year made by Tenant, Tenant shall pay the deficiency to Landlord upon receipt of Landlord's Statement. If the amount of the actual Tax and Operating Expenses is less than the estimated payments for such calendar year made by Tenant, any excess shall be credited against Rent (as hereinafter defined) next payable by Tenant under this Lease or, if the Lease Term has expired, any excess shall be paid to Tenant. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord's right to payment under Paragraph 5.1determination. (Cd) If For all purposes of this Lease shall terminate on a day other than the end of a calendar yearSection 2.11, the amount of the Tax and Operating Expense Adjustment to be paid pursuant to Paragraph 5.1 that is applicable to the calendar year in which such termination occurs Parent shall be prorated on the basis of the number of days from January 1 of the calendar year entitled to the termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord deal exclusively with and Tenant pursuant to Paragraph 5.1 to be performed after such terminationrely exclusively upon Sellers' Representative.

Adjustment Procedure. EstimatesThe Base Rent shall be adjusted every five (5) years from and after the Base Rent Commencement Date in proportion to the increase, if any, in the Consumer Price Index as determined and published by the Bureau of Labor Statistics of the United States Department of Labor, U.S. City Average, All Items and Major Group Figures For All Urban Consumers (CPI-U) (1982-84 = 100) (the “Price Index”) over the Price Index that was published on the Base Rate Commencement Date (the “Base Price Index”). On the Base Rate Commencement Date, Landlord and Tenant shall complete and execute the Certificate which is attached hereto as Exhibit C in order to memorialize the Base Rate Commencement Date and the dates (the “Adjustment Dates”) on which the Base Rent shall be adjusted to reflect any increases in the Price Index. Until the Price Index is published for the month immediately preceding the applicable Adjustment Date, Tenant shall continue to pay the Base Rent provided for in Section 4.2 of this Lease, as adjusted on the most recent previous Adjustment Date, if any. Upon publication of the Price Index for the month immediately preceding the applicable Adjustment Date the Landlord shall compute the adjusted Base Rent applicable until the next succeeding Adjustment Date, and shall furnish the Tenant with the Landlord’s computation of the adjusted Base Rent. The Additional Charges specified in Paragraph 5.1 adjusted Base Rent for the period following the applicable Adjustment Date shall be determined the greater of the Base Rent provided for in Section 4.2 of this Lease, as adjusted through the most recent previous Adjustment Date, if any, or the product arrived at by multiplying (i) $2,500,000.00 by (ii) a fraction, the numerator of which shall be the Price Index published for the month immediately preceding the Adjustment Date and the denominator of which shall be the Base Price Index. The adjustment in Base Rent calculated on each Adjustment Date shall not exceed ten (10) percent of the Base Rent payable immediately prior to such Adjustment Date. Such adjusted Base Rent shall be divided and paid as follows: (A) During in 12 equal monthly installments during each calendar year subsequent to the Base Yearlease year, Landlord shall give Tenant written notice of its estimate of any increased amounts payable under Paragraph 5.1 for that calendar year. On or before commencing on the first day of each calendar the first month during immediately after Landlord furnishes Tenant with such computation. When the calendar yearadjusted Base Rent is determined, Tenant, on the first day of the first month after Landlord furnished Tenant with such computation, shall pay to Landlord one-twelfth (1/12th) of the difference between the adjusted Base Rent as determined by such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such yearcomputation, and subsequent payments by Tenant for such year shall be based upon such revised estimate. (B) Within ninety (90) days after the close of each calendar year or as soon thereafter as is practicable, Landlord shall deliver to Tenant a statement of that year's actual Applicable Taxes and Operating ExpensesBase Rent, as determined adjusted down through the most recent previous adjustment date, if any, for each month between the applicable Adjustment Date, and certified by Landlord (the "Landlord's Statement") and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Paragraph 5.4 below. If the amount first day of the actual Tax and Operating Expenses is more than the estimated payments for first month after Landlord furnished Tenant with such calendar year made by Tenant, Tenant shall pay the deficiency to Landlord upon receipt of Landlord's Statement. If the amount of the actual Tax and Operating Expenses is less than the estimated payments for such calendar year made by Tenant, any excess shall be credited against Rent (as hereinafter defined) next payable by Tenant under this Lease or, if the Lease Term has expired, any excess shall be paid to Tenant. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord's right to payment under Paragraph 5.1computation. (C) If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment to be paid pursuant to Paragraph 5.1 that is applicable to the calendar year in which such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Paragraph 5.1 to be performed after such termination.

Adjustment Procedure. Estimates. The Additional Charges specified in Paragraph 5.1 shall be determined (a) Sellers will prepare and paid as follows: will cause R▇▇▇ ▇▇▇▇▇, LLP, the Company’s chartered accountants, to prepare a financial statement (A) During each calendar year subsequent to the Base Year, Landlord shall give Tenant written notice of its estimate of any increased amounts payable under Paragraph 5.1 for that calendar year. On or before the first day of each calendar month during the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th“Closing Financial Statement”) of such estimated amounts; providedthe Company as of the Closing Date and for the period from the date of the Balance Sheet through the Closing Date, however, that, not more often than quarterly, Landlord may, by written notice including a computation of Working Capital as of the Closing Date. Sellers will deliver the Closing Financial Statement to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. Buyer within sixty (B) Within ninety (9060) days after the close Closing Date. If within thirty (30) days following delivery of each calendar year or as soon thereafter as is practicablethe Closing Financial Statement, Landlord shall deliver Buyer has not given Sellers notice of its objection to Tenant the Closing Financial Statement (such notice must contain a statement of that year's actual Applicable Taxes the basis of Buyer’s objection), then the Working Capital reflected in the Closing Financial Statement will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, and Operating ExpensesBuyer and Sellers cannot resolve such dispute, as determined and certified by Landlord then the issues in dispute will be submitted to a mutually acceptable, neutral firm of chartered accountants located in Windsor, Ontario, Canada (the "Landlord's Statement"Accountants”), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and such Landlord's Statement shall other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding upon Landlord and Tenant, except as provided in Paragraph 5.4 below. If conclusive on the amount parties; and (iii) if the finding of the actual Tax and Operating Expenses Accountants is more equal to or greater than the estimated payments for such calendar year made Working Capital as determined by Tenant, Tenant shall the Company’s chartered accountants then the Buyer will pay the deficiency to Landlord upon receipt of Landlord's Statement. If the amount all costs of the actual Tax Accountants and Operating Expenses if the Working Capital is less than the estimated payments for such calendar year made Working Capital as determined by Tenant, any excess shall be credited against Rent the Accountants then the Sellers will pay all costs of the Accountants. (as hereinafter definedb) next payable by Tenant under this Lease orOn the fifth business day following the final determination of the Adjustment Amount, if the Lease Term has expiredAdjustment Amount is positive, any excess shall Buyer will pay the Adjustment Amount to Sellers, and if the Adjustment Amount is negative, Sellers will pay the Adjustment Amount to Buyer. All payments will be paid to Tenant. No delay in providing made together with interest at the statement described in this subparagraph (B) shall act as a waiver rate of Landlord's right to payment under Paragraph 5.1. (C) If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment to be paid pursuant to Paragraph 5.1 that is applicable to the calendar year in which such termination occurs shall be prorated 6% per annum compounded daily beginning on the basis Closing Date and ending on the date of payment. Payments must be made in immediately available funds. Payments to Sellers must be made in the number of days from January 1 of manner and will be allocated in the calendar year proportions set forth in Section 2.4(b)(i). Payments to the termination date bears Buyer must be made by wire transfer to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Paragraph 5.1 to be performed after such terminationbank account as Buyer will specify.

Adjustment Procedure. Estimates. The Additional Charges specified in Paragraph 5.1 shall be determined and paid as follows: (A) During each calendar year subsequent to the Base Year, Landlord shall give Tenant written notice of its estimate of any increased amounts payable under Paragraph 5.1 for that calendar year. On or before the first day of each calendar month during the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. (B1) Within ninety (90) days after the close Closing Date, Calgon shall cause to be prepared and delivered to MCC a closing balance sheet as of each calendar year or as soon thereafter as is practicable, Landlord shall deliver to Tenant a statement of that year's actual Applicable Taxes and Operating Expenses, as determined and certified by Landlord the Closing Date reflecting the Closing Date Net Assets Value (the "Landlord's Statement") and such Landlord's Statement “Closing Balance Sheet”). The Closing Balance Sheet shall be binding upon Landlord prepared in accordance with GAAP on a basis consistently applied with the December 31, 2008 balance sheet. (2) Within thirty (30) days after receipt of the Closing Balance Sheet, MCC shall advise Calgon in writing whether it agrees with the determination of the Closing Date Net Assets Value presented in the Closing Balance Sheet or whether it objects to the same. In the event of an objection, MCC shall specify in writing its objections with particularity and Tenant, except provide Calgon with its view as provided in Paragraph 5.4 below. If to the proper calculation of the amount of the actual Tax and Operating Expenses is more than the estimated payments for such calendar year made by Tenant, Tenant shall pay the deficiency to Landlord upon receipt of Landlord's StatementClosing Date Net Assets Value. If MCC does not provide Calgon with written notice of an objection to the Closing Balance Sheet within said thirty (30) day period, MCC shall be deemed to have accepted the Closing Balance Sheet as delivered by Calgon. Calgon shall respond in writing to MCC’s objections no later than thirty (30) days after receipt thereof. If Calgon fails to so respond or responds but is unable to reach an agreement with MCC on the amount of the actual Tax Closing Date Net Assets Value by no later than thirty (30) days after the receipt of MCC’s objection, then either party may submit the determination to an independent accounting firm of national standing mutually selected by MCC and Operating Expenses is less than Calgon (the estimated payments for such calendar year made by Tenant“Net Assets Value Resolution Accountant”), any excess who shall be credited against Rent (as hereinafter defined) next payable by Tenant under this Lease or, if directed to determine the Lease Term has expired, any excess Closing Date Net Assets Value and whose decision shall be paid final and binding. In the event that MCC and Calgon are unable to Tenant. No delay in providing mutually agree on the statement described in this subparagraph (B) selection of an accounting firm of national standing to conduct the final determination of the Closing Date Net Assets Value, then MCC and Calgon shall act as each select an independent accounting firm of national standing and the resulting two independent accounting firms shall mutually select a waiver third independent accounting firm of Landlord's right to payment under Paragraph 5.1national standing who shall be deemed the Net Assets Value Resolution Accountant and whose decision shall be final and binding on MCC and Calgon. (C3) If this Lease The expenses of the Net Assets Value Resolution Accountant shall terminate on a day other than be (i) paid by MCC if the end of a calendar year, Net Assets Value Resolution Accountant confirms the amount of the Tax and Operating Expense Adjustment to be paid pursuant to Paragraph 5.1 that is applicable to the calendar year in which such termination occurs shall be prorated Closing Date Net Assets Value as set forth on the basis of Closing Balance Sheet, (ii) paid by Calgon if the number of days from January 1 of Net Assets Value Resolution Accountant determines that the calendar year to Closing Date Net Assets Value exceeds the termination date bears to 365. The termination of this Lease shall not affect amount set forth on the obligations of Landlord Closing Balance Sheet by more than 10%, or (iii) borne equally by MCC and Tenant pursuant to Paragraph 5.1 to be performed after such terminationCalgon in all other instances.

Adjustment Procedure. Estimates(a) Sellers will prepare consolidated financial statements (the "Closing Financial Statements") of APBI, EAG and EIL as of the Closing Date, including a consolidated balance sheet and a computation of consolidated stockholders' equity for APBI, EAG and EIL as of the Closing Date. The Additional Charges specified in Paragraph 5.1 Closing Financial Statements shall be determined update and paid supplement the Interim Balance Sheets and related consolidated statements of income for the 11 months ending November 30, 1998, so as follows: to fairly and accurately present the results of operations and financial condition of the Acquired Companies for the period from the date of the Interim Balance Sheets through the Closing Date (A) During each calendar year subsequent the "Update Period"). Sellers will deliver the Closing Financial Statements to Buyer within forty-five days after the Base YearClosing Date. If within thirty days following delivery of the Closing Financial Statements, Landlord shall give Tenant written Buyer has not given Sellers notice of its estimate objection to the Closing Financial Statements (such notice must contain a statement of the basis of Buyer's objection; provided that no objection may be made which relates to any increased amounts payable under Paragraph 5.1 item on the Interim Balance Sheets), then the consolidated stockholders' equity reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the issues in dispute will be submitted to PriceWaterhouseCoopers LLP, certified public accountants (the "Dispute Resolution Accountants"), for resolution. If issues in dispute are submitted to the Dispute Resolution Accountants for resolution, (i) each party will furnish to the Dispute Resolution Accountants such work papers and other documents and information relating to the disputed issues as the Dispute Resolution Accountants may request and are available to that calendar year. On party (or before its independent public accountants ), and will be afforded the first day opportunity to present to the Dispute Resolution Accountants any material relating to the determination and to discuss the determination with the Dispute Resolution Accountants; (ii) the determination by the Dispute Resolution Accountants, as set forth in a notice delivered to both parties by the Dispute Resolution Accountants, will be binding and conclusive on the parties; and (iii) the non-prevailing party will pay the fees of each calendar month during the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th) of such estimated amounts; provided, however, that, not more often than quarterly, Landlord may, by written notice to Tenant, revise its estimate Dispute Resolution Accountants for such yeardetermination, except that if neither party substantially prevails (as determined in the sole discretion of the Dispute Resolution Accountants), Buyer and subsequent payments by Tenant Sellers will each bear 50% of the fees of the Dispute Resolution Accountants for such year shall be based upon such revised estimatedetermination. (Bb) Within ninety (90) days after On the close tenth business day following the final determination of each calendar year or as soon thereafter as the Adjustment Amount, if the Purchase Price is practicable, Landlord shall deliver greater than the aggregate of the payment made pursuant to Tenant a statement of that year's actual Applicable Taxes and Operating Expenses, as determined and certified by Landlord (the "Landlord's Statement"Section 2.4(b)(i) and such Landlord's Statement shall be binding upon Landlord and Tenant, except as provided in Paragraph 5.4 below. If the principal amount of the actual Tax Promissory Note and Operating Expenses is more than the estimated payments for such calendar year made by TenantAcquisition Note, Tenant shall Buyer will pay the deficiency difference to Landlord upon receipt of Landlord's Statement. If Sellers, and if the amount of the actual Tax and Operating Expenses Purchase Price is less than such aggregate amount, Sellers will pay the estimated difference to Buyer. All payments for such calendar year will be made together with interest at 8% compounded daily beginning on the Closing Date and ending on the date of payment. Payments must be made in immediately available funds. Payments to Sellers or to Buyer hereunder will be allocated in the proportions set forth in Section 2.2. In addition, payments to Sellers or Buyer must be made by Tenantcashier's or certified check, any excess shall be credited against Rent (or by wire transfer to such bank account as hereinafter defined) next payable by Tenant under this Lease orSellers or Buyer, if as the Lease Term has expiredcase may be, any excess shall be paid to Tenant. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord's right to payment under Paragraph 5.1will specify. (C) If this Lease shall terminate on a day other than the end of a calendar year, the amount of the Tax and Operating Expense Adjustment to be paid pursuant to Paragraph 5.1 that is applicable to the calendar year in which such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Paragraph 5.1 to be performed after such termination.

Adjustment Procedure. Estimates. The Additional Charges specified in Paragraph 5.1 shall be determined and paid as follows: Sellers will prepare financial statements (A) During each calendar year subsequent to the Base Year, Landlord shall give Tenant written notice of its estimate of any increased amounts payable under Paragraph 5.1 for that calendar year. On or before the first day of each calendar month during the calendar year, Tenant shall pay to Landlord one-twelfth (1/12th“Closing Financial Statements”) of such estimated amounts; providedthe Company in accordance with GAAP (as defined in Section 2.7(b)) as of the Closing Date and for the period from April 30, however2004 through the Closing Date, that, not more often than quarterly, Landlord may, by written notice including a computation of Net Current Assets of the Company as of the Closing Date. Sellers will deliver the Closing Financial Statements to Tenant, revise its estimate for such year, and subsequent payments by Tenant for such year shall be based upon such revised estimate. Buyer within seventy-five (B) Within ninety (9075) days after the close Closing Date. If within thirty (30) days following delivery of each calendar year or as soon thereafter as is practicablethe Closing Financial Statements, Landlord shall deliver Buyer has not given Sellers notice of its objection to Tenant the Closing Financial Statements (such notice must contain a reasonably detailed statement of the basis of Buyer’s objection), then the Net Current Assets reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the issues in dispute will be submitted to independent certified public accountants not currently engaged by Holdings, Buyer or their respective Affiliates (the “Accountants”) for resolution. If issues in dispute are submitted to the Accountants for resolution, (a) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that year's actual Applicable Taxes party (or its independent public accountants), and Operating Expenseswill be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (b) the determination by the Accountants, as determined and certified set forth in a notice delivered to both parties by Landlord (the "Landlord's Statement") and such Landlord's Statement shall Accountants, will be binding upon Landlord and Tenant, except as provided in Paragraph 5.4 below. If conclusive on the amount parties; and (c) Buyer and Holdings will each bear 50% of the actual Tax and Operating Expenses is more than fees of the estimated payments Accountants for such calendar year made by Tenantdetermination. On the tenth business day following the final determination of the Adjustment Amount, Tenant shall if the Purchase Price is greater than US$15,000,000, Buyer will pay the deficiency difference to Landlord upon receipt of Landlord's Statement. If Holdings, and if the amount of the actual Tax and Operating Expenses Purchase Price is less than such amount, Holdings will pay the estimated difference to Buyer. All payments for such calendar year of the Adjustment Amount will be made together with Interest beginning on the Closing Date and ending on the date of payment. Payments must be made in immediately available funds. Payments to Holdings must be made in the manner set forth in Section 1.4(b)(i). Payments to Buyer must be made by Tenant, any excess shall be credited against Rent (wire transfer to such bank account as hereinafter defined) next payable by Tenant under this Lease or, if the Lease Term has expired, any excess shall be paid to TenantBuyer will specify. No delay in providing the statement described in this subparagraph (B) shall act as a waiver of Landlord's right to payment under Paragraph 5.1. (C) If this Lease shall terminate on a day other than the end of a calendar year, the amount The recipient of the Tax and Operating Expense Adjustment to be paid pursuant to Paragraph 5.1 that is applicable to the calendar year in which Interest shall pay any income Taxes on such termination occurs shall be prorated on the basis of the number of days from January 1 of the calendar year to the termination date bears to 365. The termination of this Lease shall not affect the obligations of Landlord and Tenant pursuant to Paragraph 5.1 to be performed after such terminationamount.