Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. (A) Buyer will cause certified public accountants selected by it to prepare a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), which, together with the inventory calculation determined under Section 1.1 above, shall be used for the computation of the Closing Date Target Asset Amount (the "Target Assets Computation"). Buyer will deliver the Closing Date Balance Sheet and the Target Assets Computation (together with all work papers, schedules, memorandums, and other documents used to prepare the same, in each case, in whatever form they exist) to Seller within sixty days after the Closing Date. The parties agree and acknowledge that for purposes of preparing the Closing Date Balance Sheet, the institutional debt and shareholder debt referenced in clauses (ii) and (iii) of Schedule 1.1 shall not be included as liabilities of the Company; provided, that such institutional debt and shareholder debt is paid in full and/or forgiven on the Closing Date. If within thirty days following delivery of the Closing Date Balance Sheet and Target Assets Computation Seller has not given Buyer notice of its objection to the Target Assets Computation (such notice must contain a statement of the basis of Buyer's objection), then the Closing Date Target Asset Amount reflected in the Target Assets Computation will be used in computing the Adjustment Amount. If Seller gives such notice of objection, then Seller and Buyer will use reasonable efforts to resolve any disagreements as to the computation of the Closing Date Target Asset Amount, but if they do not obtain a final resolution within thirty (30) days after Seller delivers a notice of objection Notice, Seller and Buyer will jointly retain an independent accounting firm of recognized national or regional standing (the "Accounting Firm") to resolve the issues in dispute. If Seller and Buyer are unable to agree on the choice of the Accounting Firm, the Accounting Firm will be an independent accounting firm of recognized national or regional standing selected by the firms designated by each of Seller and Buyer. If the issues in dispute are submitted to the Accounting Firm for resolution (i) each party will furnish to the Accounting Firm selected work papers and other documents and information relating to the disputed issues as the Accounting Firm may request and are available to that party, and will be afforded the opportunity to present to the Accounting Firm any material relating to the determination and to discuss the determination with the Accounting Firm;

Adjustment Procedures. (A) The Buyer will cause certified public accountants selected by it to prepare a an unaudited combined balance sheet (the "Closing Balance Sheet") of the Company Sellers as of the Closing Date, consisting of a computation of the book value as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value of the Assumed Liabilities, all as determined in accordance with generally accepted accounting principles applied consistently with the Financial Statements (as defined in Section 3.4(a)); provided, however, that: inventory shall be valued on a FIFO basis; the GE Shareholder Payments (as defined in Section 3.4(b)) shall be excluded; and there shall be included such reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete or slow-moving inventory as shall be consistent with the Seller's past year-end practices. The net book value reflected on the Closing Balance Sheet is hereinafter called the "Closing Date Balance SheetNet Book Value"), which, together with the inventory calculation determined under Section 1.1 above, shall be used for the computation of the Closing Date Target Asset Amount (the "Target Assets Computation"). The Buyer will deliver the Closing Date Balance Sheet and to the Target Assets Computation (together with all work papers, schedules, memorandums, and other documents used to prepare the same, in each case, in whatever form they exist) to Seller Sellers within sixty 30 days after the Closing Date. The parties agree and acknowledge that for purposes of preparing the Closing Date Balance Sheet, the institutional debt and shareholder debt referenced in clauses (ii) and (iii) of Schedule 1.1 shall not be included as liabilities of the Company; provided, that such institutional debt and shareholder debt is paid in full and/or forgiven on the Closing Date. If within thirty 30 days following delivery of the Closing Date Balance Sheet and Target Assets Computation Seller has (or the next Business Day if such 30th day is not a Business Day), the Sellers have not given Buyer notice of its their objection to the Target Assets Computation computation of the Net Book Value as set forth in the Closing Balance Sheet (such notice must contain a statement of the basis of Buyerthe Seller's objection), then the Closing Date Target Asset Amount Net Book Value reflected in the Target Assets Computation Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers and will be used in computing the Adjustment Amount. If Seller gives the Sellers give such notice of objection, then Seller and Buyer the issues in dispute will use reasonable efforts be submitted to resolve any disagreements as a "Big Six" accounting firm, other than Deloitte & Touche LLP, mutually acceptable to the computation of Buyer and the Closing Date Target Asset Amount, but if they do not obtain a final resolution within thirty (30) days after Seller delivers a notice of objection Notice, Seller and Buyer will jointly retain an independent accounting firm of recognized national or regional standing Sellers (the "Accounting FirmAccountants") to resolve the issues in disputefor resolution. If Seller and Buyer are unable to agree on the choice of the Accounting Firm, the Accounting Firm will be an independent accounting firm of recognized national or regional standing selected by the firms designated by each of Seller and Buyer. If the issues in dispute are submitted to the Accounting Firm Accountants for resolution resolution, (i) each party will furnish to the Accounting Firm selected work papers Accountants such workpapers and other documents and information relating to the disputed issues as the Accounting Firm Accountants may request and are available to that partythe party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accounting Firm Accountants any material relating to the determination and to discuss the determination with the Accounting Firm;Accountants; (ii) the Accountants will be instructed to determine the Net Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Book Value, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Sellers shall each bear 50% of the fees of the Accountants for such determination unless the determination by the Accountants results in an increase of the Adjustment Amount by more than 10% over the Adjustment Amount based upon the Net Book Value reflected on the Closing Balance Sheet prepared by the Buyer, in which case the Buyer shall pay all fees of the Accountant. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, exceeds the Initial Adjustment Amount Payment, the Buyer shall be obligated to pay the amount of such excess, up to the amount of the Escrowed Adjustment Amount, promptly to the Sellers, one-half to the Corporation and one-half to the LLC. In furtherance of such obligation of the Buyer, the parties shall execute and deliver to the escrow agent with whom the Escrowed Adjustment Amount is on deposit a joint instruction to pay such excess to the Sellers, with any remaining balance of the Escrowed Adjustment Amount to be paid to the Buyer. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, is less than the Initial Adjustment Amount Payment, the Sellers shall be obligated, jointly and severally, to pay the amount of such shortfall in the Net Book Value promptly to the Buyer. In furtherance of such obligation of the Sellers, the parties shall execute and deliver to the escrow agent with whom

Adjustment Procedures. The adjustments described in this Section will be implemented as follows: (Ai) Within seventy-five (75) days after the Closing Date, the Buyer will cause certified public accountants selected by it shall prepare and deliver to prepare the Seller a balance sheet of the Company Seller as of the Closing Date (the "Closing Date “Final Balance Sheet"), which, together with the inventory calculation determined under Section 1.1 above, shall be used for the computation of the Closing Date Target Asset Amount (the "Target Assets Computation"”). Buyer will deliver the Closing Date Balance Sheet The Parties acknowledge and the Target Assets Computation (together with all work papers, schedules, memorandums, and other documents used to prepare the same, in each case, in whatever form they exist) to Seller within sixty days after the Closing Date. The parties agree and acknowledge that for purposes of determining the Closing Payment Adjustment pursuant to this Section 2.5(b)(i) the Final Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with and utilizing the same principles, practices and policies of Seller as those used in preparing the Closing Date Balance Sheet, the institutional debt and shareholder debt unaudited financial statements referenced in clauses subsection (b) of the definition of “Financial Statements.” (ii) The Seller shall have the right to review the books and (iii) of Schedule 1.1 shall not be included as liabilities Records relating to, and the work papers of the Company; provided, that such institutional debt Buyer and shareholder debt is paid its advisors utilized in full and/or forgiven preparing the Final Balance Sheet. The Final Balance Sheet shall be binding on the Closing Date. If within thirty days following delivery of Seller unless the Closing Date Balance Sheet and Target Assets Computation Seller has not given Buyer notice of its objection presents to the Target Assets Computation (such notice must contain a statement of the basis of Buyer's objection), then the Closing Date Target Asset Amount reflected in the Target Assets Computation will be used in computing the Adjustment Amount. If Seller gives such notice of objection, then Seller and Buyer will use reasonable efforts to resolve any disagreements as to the computation of the Closing Date Target Asset Amount, but if they do not obtain a final resolution within thirty (30) days after receipt of the Final Balance Sheet from the Buyer written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (iii) If the Seller delivers a timely notice of objection Noticedisagreement, the Buyer and the Seller shall attempt in good faith during the thirty (30) days immediately following the Buyer’s receipt of timely notice of disagreement to resolve any disagreement with respect to the Final Balance Sheet. If, at the conclusion of such thirty (30) day period, the Buyer and the Seller have not resolved their disagreements regarding the Final Balance Sheet, the Buyer will jointly retain an independent and the Seller shall refer the items of disagreement for final determination to a mutually acceptable accounting firm of recognized national or regional standing with no prior relationship to the Parties (the "Accounting Firm"“Independent Accountants”). The Buyer and the Seller shall be reasonably available to the Independent Accountants, who shall be instructed to render a final determination to both Buyer and Seller at the same time within the thirty (30) days immediately following their receipt of the referral. The Final Balance Sheet shall be deemed to resolve the issues in dispute. If Seller be conclusive and Buyer are unable to agree binding on the choice Buyer and Seller upon (A) the failure of the Accounting Firm, Seller to deliver to the Accounting Firm will be an independent accounting firm Buyer a notice of recognized national or regional standing selected disagreement within thirty (30) days of its receipt of the Final Balance Sheet prepared by the firms designated Buyer, (B) resolution of any disagreement by each mutual agreement of the Buyer and the Seller and after a timely notice of disagreement has been delivered to the Buyer. If , or (C) notification by the issues in dispute are Independent Accountants of their final determination of the items of disagreement submitted to the Accounting Firm for resolution (i) each party will furnish to the Accounting Firm selected work papers and other documents and information relating to the disputed issues them, as the Accounting Firm case may request be. The fees and are available to that party, disbursements of the Independent Accountants under this Section shall be shared equally by the Buyer and will be afforded the opportunity to present to the Accounting Firm any material relating to the determination and to discuss the determination with the Accounting Firm;Seller.

Adjustment Procedures. (A1) Not later than 60 days after the Closing Date, the Buyer will cause certified public accountants selected by it prepare and deliver to prepare a the Seller an unaudited balance sheet (the "Closing Balance Sheet") of the Company Seller as of the Closing Date, consisting of a computation of the tangible book value as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the "Closing Date Balance Sheet"), which, together with the inventory calculation determined under Section 1.1 above, shall be used for the computation book value as of the Closing Date Target Asset Amount of the Assumed Liabilities, all as determined in accordance with the same accounting principles utilized in preparing the Seller's tax basis balance sheet as at December 31, 1996 included in the Financial Statements (the "Target Assets Computation"as defined in Section 3.4(a). Buyer will deliver Notwithstanding the foregoing, the Seller's new and used car inventory reflected in the Closing Date Balance Sheet shall be based upon the values shown on the Seller's books and the Target Assets Computation (together with all work papers, schedules, memorandums, and other documents used to prepare the same, in each case, in whatever form they exist) to Seller within sixty days after records as of the Closing Date; however, the determination of such values shall be based upon the same methodology utilized in determining new and used car inventory values reflected in the December 31, 1996 tax basis balance sheet included in the Financial Statements. The parties agree and acknowledge that for purposes of preparing the Closing Date Balance Sheet, the institutional debt and shareholder debt referenced in clauses (ii) and (iii) of Schedule 1.1 shall not be included as liabilities of the Company; provided, that such institutional debt and shareholder debt is paid in full and/or forgiven tangible net book value reflected on the Closing DateBalance Sheet is hereinafter called the "Net Book Value". The Buyer shall make reasonably available to the Seller and its agents the services of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ for the purpose of assisting the Seller in evaluating the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. The Buyer warrants that ▇▇. ▇▇▇▇▇▇▇▇▇'▇ good faith assistance to the Seller shall not in any way prejudice her position as an employee of the Buyer. Further, the Buyer shall make freely available to the Seller all books and records as the Seller or its agents may reasonably require in order to evaluate the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. If within thirty 30 days following delivery of the Closing Date Balance Sheet and Target Assets Computation (or the next Business Day if such 30th day is not a Business Day), the Seller has not given the Buyer notice of its the Seller's objection to the Target Assets Computation computation of the Net Book Value as set forth in the Closing Balance Sheet (such notice must to contain a statement in reasonable detail of the basis nature of Buyerthe Seller's objection), then the Closing Date Target Asset Amount Net Book Value reflected in the Target Assets Computation Closing Balance Sheet will be used in computing deemed mutually agreed by the Adjustment AmountBuyer and the Seller. If the Seller gives shall have given such notice of objectionobjection in a timely manner, then Seller and Buyer the issues in dispute will use reasonable efforts be submitted to resolve any disagreements as a "Big Six" accounting firm mutually acceptable to the computation of Buyer and the Closing Date Target Asset Amount, but if they do not obtain a final resolution within thirty (30) days after Seller delivers a notice of objection Notice, Seller and Buyer will jointly retain an independent accounting firm of recognized national or regional standing (the "Accounting FirmAccountants") for resolution. With respect to resolve any such submission and dispute, the issues in disputeBuyer shall again make reasonably available to the Seller and its agents the services of ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ without prejudice to her employment and shall further grant her (and Seller or its agents) access to all relevant books and records of the Buyer as she (and Seller or its agents) may reasonably require. If Seller and Buyer are unable to agree on the choice of the Accounting Firm, the Accounting Firm will be an independent accounting firm of recognized national or regional standing selected by the firms designated by each of Seller and Buyer. If the issues in dispute are submitted to the Accounting Firm Accountants for resolution resolution, (i) each party will furnish to the Accounting Firm selected work papers Accountants such workpapers and other documents and information relating to the disputed issues as the Accounting Firm Accountants may request and are available to that partythe party or its subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accounting Firm Accountants any material relating to the determination and to discuss the determination with the Accounting Firm;Accountants; (ii) the Accountants will be instructed to determine the Net Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Book Value, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Seller shall each bear 50% of the fees and expenses of the Accountants for such determination. (2) To the extent that the Net Book Value, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is less than $10,500,000, the Seller shall be obligated to pay the amount of such shortfall promptly to the Buyer, together with interest on such amount at the prime rate of NationsBank, N.A. from time to time in effect (the "Prime Rate") from the Closing Date to the date of payment, up to the Escrowed Amount. In furtherance of such obligation of the Seller, the parties shall execute and deliver to the Escrow Agent a joint instruction to pay such shortfall, plus interest, as aforesaid, to the Buyer, with any remaining balance of the Escrowed Amount to be paid to the Seller. To the extent that the amount of such shortfall in the Net Book Value, plus interest as aforesaid, shall exceed the Escrowed Amount, the Seller shall have no obligation to pay such excess to the Buyer, it being understood that the Buyer's sole recourse for any such shortfall in Net Book Value shall be to the Escrowed Amount. Any interest earned on investments of the Escrowed Amount shall be paid to the Seller. To the extent that the Net Book Value, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, exceeds $10,500,000, the Buyer shall be obligated to (i) execute and deliver to the Escrow Agent a joint instruction to pay the entire amount of the Escrowed Amount to the Seller, and (ii) pay the amount of such excess promptly to the Seller, together with interest on the amount of such excess at the Prime Rate from the Closing Date to the date of payment.