Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. (i) On or prior to the Closing Date, the Stockholders and Buyer shall jointly prepare a pro forma consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (as defined in Section 3) (the "Pro Forma Closing Balance Sheet"), in accordance with generally accepted accounting principles ("GAAP") consistently applied and compiled in accordance with the Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants (the "Standards"). (ii) Within sixty (60) days after the Effective Date, Buyer with the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (the "Closing Balance Sheet"), in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder shall have a period of twenty (20) days after the notice from the Buyer within which to give notice to Buyer that he either (i) accepts the Closing Balance Sheet or (ii) disputes the Closing Balance Sheet, including a statement in reasonable detail of the disputed items. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he shall be deemed to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible (but in any event within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheet, or any portion thereof, within fifteen (15) days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the "Independent Accountants"), whose determination shall be final and binding upon the parties, and whose fees shall be borne equally by the Stockholders and Buyer except, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for the fees of the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor of the Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Independent Accountants.

Closing Balance Sheet. (ia) On or prior to Promptly following the Closing DateClosing, the Stockholders and Buyer shall jointly prepare a pro forma consolidated balance sheet of the Buyer, Company and its subsidiaries as of the Effective Date Sellers (as defined in Section 3and their respective affiliates) (the "Pro Forma Closing Balance Sheet")shall use their best efforts to enable Buyer and Company promptly to prepare or cause to be prepared, in accordance with United States generally accepted accounting principles ("GAAP") consistently applied applied, (1) consolidated balance sheets of Company as of the opening of business on the Closing Date (as herein defined) and compiled as of the close of business on December 31, 2004, and (2) a statement of operations of Company for the period January 1, 2004 through December 31, 2004. Such balance sheets and statement of operations prepared and finally determined as provided in this Section 3.1 are collectively referred to herein as the "Closing Statements." Within 45 days following the Closing, Buyer shall deliver to Sellers a final draft of the Closing Statements, together with its calculation of the Closing Date Liabilities (as herein defined) as of the opening of business on the Closing Date. (b) Buyer shall engage a firm of public accountants (the "Auditors") to perform an audit of the Closing Statements in accordance with generally accepted auditing standards and the Standards requirements set forth in this Section and to review Buyer's calculation of the Closing Date Liabilities. Buyer, Company and Sellers shall cooperate fully with such audit and shall use best efforts to cause their respective affiliates so to cooperate, so as to cause the Auditors to complete such audit within 60 days after the Closing. The fees and expenses of such audit shall be paid by Buyer. For the purposes of this Agreement, the "Closing Date Liabilities" shall mean the consolidated liabilities of Company as determined by GAAP consistently applied, except as otherwise specified on Schedule 3.1 hereto, less all liabilities for Accounting and Review Services issued by royalty payments payable to PacTech Financial, Inc. ("PacTech") after the American Institute Closing Date in respect of Certified Public Accountants the agreements listed on Schedule 3.1(b) attached hereto (the "StandardsPacTech Licenses"). (ii) Within sixty (60) days after the Effective Date, Buyer with the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (the "Closing Balance Sheet")Date Assets" shall mean the consolidated assets of Company as determined by GAAP consistently applied, in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder shall have a period of twenty (20) days after the notice from the Buyer within which to give notice to Buyer that he either (i) accepts the Closing Balance Sheet or (ii) disputes the Closing Balance Sheet, including a statement in reasonable detail of the disputed items. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he shall be deemed to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer and the Stockholder(s) shall meet except as soon as reasonably possible (but in any event within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheet, or any portion thereof, within fifteen (15) days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the "Independent Accountants"), whose determination shall be final and binding upon the parties, and whose fees shall be borne equally by the Stockholders and Buyer except, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for the fees of the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor of the Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Independent Accountantsotherwise specified on Schedule 3.1 hereto.

Closing Balance Sheet. (ia) On or prior The Seller shall procure that a balance sheet of Teberebie and a consolidated balance sheet of PGL as of March 31, 2000 (the "CLOSING BALANCE SHEETS") shall be prepared by PGL and Teberebie, pursuant to U.S. generally accepted accounting principles applied consistently with past practice, and examined by its auditors (the "AUDITORS") within 30 days after the Closing Date and that the Auditors' working papers will be made available to the Buyer's nominated accountants (the "BUYER'S Accountants") so as to allow the Buyer's Accountants to review the same in accordance with Section 1.6(a). (b) The Buyer and the Seller shall use their respective reasonable efforts to procure that the Auditors and the Buyer's Accountants issue their joint certificate pursuant to Section 1.6(a) by not later than 60 days after the Closing Date, but if such joint certificate has not been issued by such date there shall be deemed to be a dispute for the Stockholders purposes of Section 1.6 and the provisions as to the settlement of disputes contained therein shall apply. (c) The Seller shall bear the costs of the Auditors and the Buyer shall jointly prepare a pro forma consolidated balance sheet bear the costs of the Company and its subsidiaries as Buyer's Accountants in connection with preparation of the Effective Date Closing Balance Sheets. (d) If the Closing Balance Sheets shall show any liabilities (whether actual or contingent) other than pursuant to the Credit Agreement dated March 11, 1996 between Skandinaviska Enskilda Banken and Teberebie, as amended pursuant to the agreements dated September 20, 1996, October 11, 1996 and March 24, 1999 (the "CREDIT AGREEMENT"), or the reclamation obligation reflected on the Current Audited Balance Sheets (as defined in Section 34.5(a)) (or the "Pro Forma Intercompany Loans which will be acquired by the Buyer as at Closing Balance Sheet")pursuant to Section 2 of this Agreement, in accordance with generally accepted accounting principles ("GAAPEXCESS LIABILITIES") consistently applied and compiled in accordance with then the Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants (the "Standards"). (ii) Within sixty (60) Seller shall within 7 days after the Effective Date, Buyer with Auditors and the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (the "Closing Balance Sheet"), in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder Buyer's Accountants shall have a period of twenty (20) days after the notice from issued their joint certificate as provided by Section 1.6 pay to the Buyer within which by wire transfer of immediately available funds to give notice to Buyer that he either (i) accepts the Closing Balance Sheet or (ii) disputes the Closing Balance Sheet, including a statement in reasonable detail of the disputed items. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he shall be deemed to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible (but in any event within twenty (20) days after notice an account designated by the Stockholder(s)) and attempt, in good faith, Buyer an amount equal to resolve the disputeExcess Liabilities. If the parties are unable to agree upon the Closing Balance Sheet, or Seller shall not make any portion thereof, within fifteen such payment as prescribed by this Section (15) days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the "Independent Accountants"d), whose determination shall be final and binding upon the parties, and whose fees shall be borne equally by the Stockholders and Buyer except, however, that may if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct it so decides in its entirety, then absolute discretion deduct an amount equal to any such Excess Liabilities from the Stockholders shall amounts due to the Seller pursuant to Sections 2.3(b) and (c) together with (if relevant) interest at a rate of 6% per annum on any Excess Liabilities which are required to be solely responsible for paid by PGL or Teberebie calculated from the fees date of such payment to the Independent Accountants; and if date on which the Independent Accountants determine that Buyer makes the dispute in the Closing Balance Sheet should be resolved in favor of the Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Independent Accountantsaforementioned deductions.

Closing Balance Sheet. (i) On or prior to As soon as possible after the Closing Date, the Stockholders and Buyer shall jointly prepare a pro forma consolidated balance sheet of Date the Company and its subsidiaries as shall, for the purpose of establishing the Effective Date (as defined in Section 3) (Equity, prepare the "Pro Forma Closing Balance Sheet"), in accordance with generally accepted accounting principles ("GAAP") consistently applied . 3.4.1 The Purchaser and compiled in accordance with the Standards for Accounting and Review Services issued Company shall within two months from the Closing Date submit the Closing Balance Sheet to the Seller. The Seller shall be entitled to review and/or to have an accountant appointed by the American Institute of Certified Public Accountants (the "Standards"). (ii) Within sixty (60) days after the Effective Date, Buyer with the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (the "Closing Balance Sheet"), in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with Seller to audit the Closing Balance Sheet. Each Stockholder shall have a period of twenty (20) days after the notice from the Buyer within which to give notice to Buyer that he either (i) accepts Any objections on the Closing Balance Sheet resulting from the review and/or audit shall be notified in writing (“Seller’s Disagreement Notice”) to the Purchaser and the Company within one month from such submittance of the Closing Balance Sheet. The Seller’s Disagreement Notice shall set out the items within the Closing Balance Sheet that the Seller disagrees with (the “Disputed Items”) and shall give reasonable particulars of such disagreement. For the purpose of Seller’s review and/or audit, the Company shall provide and the Purchaser shall allow the Company to provide the Seller and its accountant (i) access to all books and records of the Group Companies which might be considered relevant by the Seller for the purpose of this Article 3, during normal business hours and at the place where the same are normally kept, with full right to make copies thereof or take extracts there from and further (ii) disputes with such information as the Seller and its accountant shall reasonable require. The information so made available to the Seller and its accountant shall be subject to a duty of confidentiality except for disclosures necessary for resolving any Disputed Item or otherwise required by applicable law or stock exchange rules. 3.4.2 Where no Seller’s Disagreement Notice has been submitted against the Closing Balance Sheet within one month from submittance of the Closing Balance Sheet, including a statement in reasonable detail of the disputed items. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he shall be deemed to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible (but in any event within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheet, or any portion thereof, within fifteen (15) days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the "Independent Accountants"), whose determination shall be final and binding upon the parties, and whose fees shall be borne equally by the Stockholders and Buyer except, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then and the Stockholders Equity reflected therein shall be solely responsible for the fees of purpose hereof be agreed between and be binding on the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor of the Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Independent AccountantsParties.

Closing Balance Sheet. (ia) On or prior Seller shall prepare and deliver to the Closing Date, the Stockholders and Buyer shall jointly prepare a pro forma consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (as defined in Section 3) (the "Pro Forma Closing Balance Sheet"), in accordance with generally accepted accounting principles ("GAAP") consistently applied and compiled in accordance with the Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants (the "Standards"). (ii) Within Purchaser within sixty (60) days after the Effective Date, Buyer with the assistance of the Stockholders shall prepare a consolidated Closing Date (A) an unaudited balance sheet of Seller based upon the Company Purchased Assets and its subsidiaries Assumed Liabilities as of the Effective close of business on the day immediately preceding the Closing Date (the "Closing Balance Sheet") and in a manner consistent with the principles used in the preparation of the Balance Sheet; and (B) a calculation of the Net Current Assets as reflected on the Closing Balance Sheet ("Net Current Asset Calculation"), in accordance with GAAP and compiled . (b) The valuation of the Inventory shall be determined in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder shall have a period of twenty inventory principles set forth on Exhibit F attached hereto (20"Inventory Principles"). (c) Within thirty (30) days after the notice from Closing Balance Sheet and the Buyer within which Net Current Asset Calculation are delivered to give notice Purchaser pursuant to Buyer that he Section 2.04(a) hereof, Purchaser shall complete its examination thereof and shall deliver to Seller either (i) accepts a written acknowledgement accepting the Closing Balance Sheet and the Net Current Asset Calculation; or (ii) disputes a written report setting forth in reasonable detail any proposed adjustments to the Closing Balance Sheet, including a statement in reasonable detail of Sheet and the disputed itemsNet Current Asset Calculation ("Adjustment Report"). If a Stockholder Purchaser fails to give notice respond to Buyer Seller within such twenty thirty (2030) day period, he Purchaser shall be deemed to have accepted and agreed to the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer Sheet and the Stockholder(sNet Current Asset Calculation as delivered pursuant to Section 2.04(a) shall meet as soon as reasonably possible hereof. (but d) In the event Seller and Purchaser fail to agree on any of Purchaser's proposed adjustments contained in any event the Adjustment Report within twenty thirty (2030) days after notice by Seller receives the Stockholder(s)Adjustment Report, then Seller and Purchaser mutually agree that the Denver, Colorado office of Deloitte & Touche, certified public accountants ("Independent Auditors") shall make the final determination with respect to the correctness of the proposed adjustments in the Adjustment Report in light of the terms and attempt, in good faith, provisions of this Agreement. Seller and Purchaser shall direct the Independent Auditors to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheet, or any portion thereof, make such decision within fifteen forty-five (1545) days after the parties Independent Auditors have commenced resolution been retained. The decision of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the "Independent Accountants"), whose determination Auditors shall be final and binding upon on Seller and Purchaser. The costs and expenses of the parties, Independent Auditors and whose fees their services rendered pursuant to this Section 2.04(d) shall be borne equally by the Stockholders Seller and Buyer except, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for the fees of the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor of the Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Independent AccountantsPurchaser.

Closing Balance Sheet. (ia) On or prior to Within thirty (30) days after the Closing Date, Shareholder will cause to be prepared and delivered to Satellink the Stockholders Closing Financial Data, which Closing Financial Data shall be accompanied by a Schedule setting forth the difference, if any, between the Net Equity Value based on the Closing Financial Data and Buyer shall jointly prepare a pro forma consolidated balance sheet the Net Equity Value based on the Estimated Financial Data (collectively, the "ADJUSTMENT DATA"), prepared in accordance with GAAP. (b) Within thirty (30) days after receipt of the Company and its subsidiaries as of the Effective Date (as defined in Section 3) Adjustment Data (the "Pro Forma Closing Balance SheetNOTIFICATION PERIOD"), Satellink will notify Shareholder in accordance with generally accepted accounting principles ("GAAP") consistently applied and compiled in accordance with writing of any objections Satellink may have to the Standards for Accounting and Review Services issued by Adjustment Data. In the American Institute absence of Certified Public Accountants (the "Standards"). (ii) Within sixty (60) days after the Effective Datesuch written objections timely made, Buyer with the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (the "Closing Balance Sheet"), in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder shall have a period of twenty (20) days after the notice from the Buyer within which to give notice to Buyer that he either (i) accepts the Closing Balance Sheet or (ii) disputes the Closing Balance Sheet, including a statement in reasonable detail of the disputed items. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he Satellink shall be deemed to have accepted approved the Closing Balance SheetAdjustment Data for purposes of the adjustment, if any, to be made pursuant to this Section 1.3 on the expiration of the Notification Period. If a Stockholder gives Buyer notice that he disputes Satellink timely notifies Shareholder in writing of objections to the Closing Balance SheetAdjustment Data, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible if any such objections cannot be resolved by Shareholder and Satellink within thirty (but in any event within twenty (2030) days after notice receipt by the Stockholder(s)) and attemptShareholder of such objections, in good faith, such dispute shall immediately be referred to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheeta mutually satisfactory independent certified public accounting firm of national reputation which has not been employed by either Satellink or Hyde's, or any portion thereofaffiliate of either Satellink or Hyde's, within fifteen during the one (151) year preceding the date of such referral and which has agreed to meet the time deadlines imposed herein. The determination of such firm with respect to such dispute (the "DETERMINATION"), which shall occur on or prior to ninety (90) days after the Adjustment Data has been received by Satellink, shall be conclusive and binding on the parties have commenced resolution hereto. Satellink and Shareholder shall each pay one-half of the fees of such firm incurred in resolving such dispute. Hyde's shall, then upon request of Satellink make available to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ & Co., accountants for Satellink, all work papers prepared in connection with the matter preparation of the Closing Financial Data. (c) If the aggregate amount of the Purchase Price based upon the Net Equity Value based on the Closing Financial Data (as the same may be adjusted as a result of any agreement between Shareholder and Satellink with respect to any objection raised by Satellink or as a result of the Determination) is greater than the Estimated Purchase Price, Satellink shall pay to Shareholder an amount equal to such difference. Such payment shall be submitted for resolution made by wire transfer within two (2) business days following the earliest to a mutually agreeable certified public accounting firm occur of (i) final approval of the "Independent Accountants")Adjustment Data by Satellink, whose determination shall be final (ii) expiration of the Notification Period with no written objections being received by Shareholder, or (iii) receipt by Shareholder and binding upon Satellink of the parties, and whose fees shall be borne equally by the Stockholders and Buyer exceptDetermination. If, however, that if the Independent Accountants determine that aggregate amount of the Purchase Price based on the Net Equity Value based on the Closing Balance Sheet proposed Financial Data (as the same may be adjusted as a result of any agreement between Shareholder and Satellink with respect to any objection raised by Buyer was correct in its entiretySatellink as a result of the Determination) is less than the Estimated Purchase Price, then the Stockholders Shareholder shall pay to Satellink an amount equal to such difference. Such payment shall be solely responsible for made: (A) first by offsetting against the fees Note such difference; and (B) the balance, if any, by wire transfer to the account of Satellink within two (2) business days following the earliest to occur of: (i) final approval of the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor Adjustment Financial Data by Satellink: (ii) expiration of the Stockholders in its entirety, then Buyer shall be solely responsible for the fees Notification Period with no written objections being received by Shareholder; or (iii) receipt by Shareholder and Satellink of the Independent AccountantsDetermination.

Closing Balance Sheet. (i) On or prior to Promptly following the Closing DateClosing, the Stockholders Buyer will cause the Company to prepare and Buyer shall jointly prepare cause the Company's independent accountants to audit in accordance with Israeli GAAP at its expense a pro forma consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (as defined in Section 3) (the "Pro Forma Closing Balance Sheet"), in accordance with generally accepted accounting principles ("GAAP") consistently applied and compiled in accordance with the Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants (the "Standards"). (ii) Within sixty (60) days after the Effective Date, Buyer with the assistance all values stated in U. S. Dollars, which shall include a computation of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries net working capital (current assets less current liabilities) as of the Effective Closing Date (the "Closing Balance SheetCLOSING BALANCE SHEET"), in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder shall have a period of twenty (20) days after the notice from the Buyer within which to give notice to Buyer that he either (i) accepts If the Closing Balance Sheet indicates zero or a positive value for net working capital or if the Closing occurs on or after January 1, 2002, no adjustment to the consideration payable to Sellers will be made. Provided that the Closing occurs on or before December 31, 2001, if the Closing Balance Sheet indicates a negative value for net working capital, then the number of shares of Additional Buyer Stock to be issued to Sellers shall be reduced, by such number of shares of Buyer Stock as are equal in value to the deficiency, based upon a deemed value of $.70 per share (ii) disputes the "ADDITIONAL BUYER STOCK ADJUSTMENT"). Buyer shall notify Sellers in writing of the amount of the Additional Buyer Stock Adjustment following delivery of the Closing Balance Sheet, including a statement in reasonable detail and if Sellers do not within twenty days give Buyer written notice objecting to the calculation of the disputed items. If a Stockholder fails to give notice to Additional Buyer within such twenty (20) day period, he shall be deemed to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance SheetStock Adjustment, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible (but in any event parties will attempt to reach agreement within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, to resolve the disputethirty days. If the parties are unable unsuccessful in reaching an agreement, they will submit such issues to agree upon the Closing Balance Sheet, or any portion thereof, within fifteen (15) days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified an internationally recognized independent public accounting firm (the "Independent ACCOUNTANTS") selected by mutual agreement. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and available to that party, and will be afforded an opportunity to present to the Accountants any material relating to the determination; (ii) the determination by the Accountants"), whose determination shall as set forth in a notice delivered to both parties by the Accountants, will be final binding and binding upon conclusive on the parties; and (iii) Buyer on the one hand, and whose fees shall be borne equally by Sellers on the Stockholders and Buyer exceptother hand, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for will each bear 50% of the fees of the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor of the Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Independent Accountantssuch determination.

Closing Balance Sheet. (i) On or prior As soon as reasonably practicable following the Closing but no later than 60 days following the Closing, Parent shall cause to be prepared and delivered to the Closing Date, the Stockholders and Buyer shall jointly prepare Stockholders’ Agent a pro forma consolidated balance sheet of the Company and its subsidiaries (the “Closing Balance Sheet”) as of the Effective Closing Date, including a calculation of each of: (a) the amount of cash of the Company as of the close of business on the Closing Date, which amount shall include the exercise price of unexercised vested Company Options (the “Closing Cash”); (b) the accounts receivable of the Company on the Closing Date that are collected by the Company as of the close of business on the sixtieth (60) day following the Closing Date (the “Closing A/R”); provided, that the Closing A/R shall not include any accounts receivable of the Company that were created after the Closing Date; (c) the accounts payable balance of the Company as defined in Section 3) of the Closing Date, including any accounts payable of the Company that should have been reflected on the books of the Company at Closing, but were not so reflected (the "Pro Forma “Closing A/P”); and (d) the amount of Company Transaction Expenses unpaid as of the close of business on the Closing Date, including any Company Transaction Expenses that should have been reflected on the books of the Company at Closing, but were no so reflected (the “Closing Transaction Expenses”). The Closing Balance Sheet"), Sheet shall be prepared strictly in accordance with generally accepted accounting principles ("GAAP") consistently applied . Parent agrees to afford to the Stockholders’ Agent and compiled in accordance with the Standards for Accounting its accountants, counsel, financial advisors or other representatives access at reasonable times and Review Services issued by the American Institute of Certified Public Accountants (the "Standards"). (ii) Within sixty (60) days after the Effective Date, Buyer with the assistance on reasonable prior notice to all of the Stockholders shall prepare a consolidated balance sheet Surviving Corporation’s and its Subsidiaries’ books and records, contracts, personnel and accountants and the work papers of each of the Company and its subsidiaries as foregoing and, upon request, shall provide copies of any of the Effective Date (foregoing, as may be reasonably necessary to assist the "Closing Balance Sheet"), Stockholders’ Agent in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with its review of the Closing Balance Sheet. Each Stockholder shall have a period of twenty (20) days after the notice from the Buyer within which to give notice to Buyer that he either (i) accepts the Closing Balance Sheet or (ii) disputes the Closing Balance Sheet, including a statement in reasonable detail of the disputed items. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he shall be deemed to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible (but in any event within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheet, or any portion thereof, within fifteen (15) days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the "Independent Accountants"), whose determination shall be final and binding upon the parties, and whose fees shall be borne equally by the Stockholders and Buyer except, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for the fees of the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor of the Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Independent Accountants.

Closing Balance Sheet. (ia) On or prior to As promptly as practicable following the Closing Date, but in no event later than one hundred twenty (120) days after the Stockholders and Closing Date (although the failure to meet such deadline shall not result in a penalty or loss), Buyer shall jointly prepare a pro forma consolidated cause to be prepared, at Buyer's expense and in good faith, and submit to Sellers an audited balance sheet of the Company and its subsidiaries as of the Effective Date (as defined in Section 3) (opening of business on the "Pro Forma Closing Balance Sheet"), in accordance with generally accepted accounting principles ("GAAP") consistently applied and compiled in accordance with the Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants (the "Standards"). (ii) Within sixty (60) days after the Effective Date, Buyer with the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared by Cherry, Bekaert & Holland, L.L.P. (the "Accountant") in accordance with GAAP generally accepted accounting principles consistent in all respects (including, without limitation, classification and compiled presentation of line items) with past practices, so long as such practices have been in accordance with generally accepted accounting principles (the Standards"Accounting Principles"), provided, that the Closing Balance Sheet shall not include or reflect any impact from the (i) Excluded Assets, (ii) Excluded Liabilities, (iii) any impact that might otherwise result from the allocation of the Purchase Price under Sections 2.8 and 7.9, (iv) the Defined Benefit Plan, and (v) any related Income Tax effect as a result of any of the foregoing. (b) In the event Sellers dispute the Closing Balance Sheet as delivered by Buyer, Sellers shall provide written notice (a "Notice of Dispute") specifying in reasonable detail all points of disagreement with the Closing Balance Sheet to Buyer shall, by notice, provide each Stockholder with within thirty (30) days after receipt of the Closing Balance Sheet. If Sellers fail to deliver a Notice of Dispute within such 30-day period, then the Closing Balance Sheet as delivered by Buyer shall be used for purposes of Section 2.7. If Sellers deliver a Notice of Dispute within such 30-day period, Buyer and Sellers shall endeavor in good faith to resolve all specified points of disagreement within thirty (30) days after Seller's receipt of Buyer's Notice of Dispute. If the dispute is not resolved within such 30-day period, Buyer or the Sellers may refer the dispute for arbitration to a partner in a firm of independent public accountants who employ in excess of one hundred (100) certified public accountants (which firm shall not then have, nor within the past three (3) years have had, any relationship with Buyer or its Affiliates or the Sellers or their Affiliates) as shall be mutually acceptable to Buyer and the Sellers (the "Arbitrator"), as arbitrator to finally determine, as soon as practicable, all points of disagreement with respect to the Closing Balance Sheet. For purposes of such arbitration, each Party shall submit a proposed Closing Balance Sheet to the Arbitrator and to the other Party, accompanied by such additional information explaining such Party's position with respect to the Closing Balance Sheet as it (they) desires to submit. Each Stockholder Party shall, at the time of such submission, be free to revise positions they have maintained in prior drafts of the Closing Balance Sheet and related discussions, but the Parties shall have a period of not be permitted to further modify their proposed Closing Balance Sheet once these are submitted to the Arbitrator. Buyer shall submit any revised Closing Balance Sheet no later than twenty (20) days after such referral. Sellers shall have thirty (30) days after such referral to submit their revised Closing Balance Sheet in response. The Arbitrator shall apply the notice from terms of this Section 2.6, and shall otherwise conduct the Buyer within which to give notice to Buyer that he either (i) accepts arbitration under such procedures as the Parties may agree or, failing such agreement, under the Commercial Arbitration Rules of the American Arbitration Association. The fees and expenses of the arbitration and the Arbitrator incurred in connection with the arbitration of the Closing Balance Sheet or (ii) disputes shall be allocated between the Parties by the Arbitrator in proportion to the extent either Party did not prevail on the points of disagreement in the Closing Balance Sheet; provided, including that such fees and expenses shall not include, so long as a statement in reasonable detail Party complies with the procedures of this Section 2.6, the disputed itemsother Party's outside counsel or accounting fees. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he All determinations by the Arbitrator shall be deemed final, conclusive and binding with respect to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer Sheet and the Stockholder(sallocation of arbitration fees and expenses. (c) shall meet as soon as reasonably possible (but Buyer agrees to cooperate with Sellers in any event within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, attempting to resolve the dispute. If the parties are unable any points of disagreement referred to agree upon the Closing Balance Sheet, or any portion thereof, within fifteen (15) days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the "Independent Accountants"in Section 2.6(b), whose determination shall be final including without limitation, making reasonably available to Sellers to the extent reasonably requested all books, records, work papers and binding upon the parties, and whose fees shall be borne equally by the Stockholders and Buyer exceptpersonnel; provided, however, that if Sellers will conduct their work in a manner that does not unreasonably interfere with or disrupt the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for the fees conduct of the Independent Accountants; and if Business by the Independent Accountants determine that Company after the dispute in the Closing Balance Sheet should be resolved in favor of the Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Independent AccountantsClosing.

Closing Balance Sheet. As promptly as practicable after the Effective Time (i) On or prior but in no event more than 60 days after the Effective Time), TBC will prepare and deliver to the Closing Date, the Stockholders Payment Agent and Buyer shall jointly prepare a pro forma the fiscal 1996 audited consolidated balance sheet financial statements for the fiscal year ended March 31, 1996 of TBC and the Company and its subsidiaries as of the Effective Date (as defined in Section 3) TBC Subsidiaries (the "Pro Forma Closing Balance SheetCLOSING FINANCIAL STATEMENTS"), prepared in accordance with generally accepted accounting principles GAAP, including notes thereto, and audited by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP. The Closing Financial Statements shall be obtained at the expense of TBC. The balance sheet contained in the Closing Financial Statements shall be referred to herein as the "CLOSING BALANCE SHEET." The Payment Agent and Buyer, and their respective firms of independent public accountants (as designated by the Payment Agent ("GAAPIMR'S ACCOUNTANTS") consistently applied and compiled in accordance with the Standards for Accounting and Review Services issued as designated by the American Institute of Certified Public Accountants Buyer (the "StandardsDELOITTE"). ), if any, will be entitled to reasonable access during normal business hours to the relevant records and working papers of TBC and ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇, LLP to aid in their review of the Closing Financial Statements. The Payment Agent shall be responsible for all costs of IMR's Accountants. Buyer shall be responsible for all costs of Deloitte. The Closing Financial Statements shall be deemed to be accepted by IMR and Buyer and shall be conclusive for the purposes of the Purchase Price Adjustment, except to the extent, if any, that the Payment Agent or Buyer shall deliver, within thirty (ii) Within sixty (6030) days after the Effective Datedate on which the Closing Financial Statements are delivered to the Payment Agent and the Buyer, a written notice to TBC from either or both the Payment Agent or Buyer, as applicable, with a copy to the other Party stating each and every item to which the Payment Agent or Buyer with the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries takes exception as of the Effective Date (the "Closing Balance Sheet"), not being in accordance with GAAP or as having computational errors, specifying in detail the nature and compiled extent of any such exception (it being understood that any amounts not disputed shall be paid promptly). The change item or items taken exception to by the Payment Agent or Buyer must include all identified positive and negative improperly recorded or unrecorded adjustments that individually are in accordance with excess of $65,000 and, in the Standardsaggregate, result in a net reduction of stockholders' equity in excess of $65,000. If a change proposed by IMR or Buyer shallis disputed by the other Party, by noticethen TBC, provide each Stockholder with the Closing Balance SheetPayment Agent and Buyer shall negotiate in good faith to resolve such dispute. Each Stockholder shall have If, after a period of twenty thirty (2030) days after following the notice from date on which the Payment Agent or Buyer within which to give gives notice to Buyer that he either (i) accepts the Closing Balance Sheet or (ii) disputes the Closing Balance Sheet, including a statement in reasonable detail of the disputed items. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he shall be deemed to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer TBC and the Stockholder(s) shall meet as soon as reasonably possible (but in other Party of any event within twenty (20) days after notice by the Stockholder(s)) and attemptproposed change, in good faith, to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheet, or any portion thereof, within fifteen (15) days after the parties have commenced resolution of the disputesuch proposed change still remains disputed, then the matter Payment Agent and Buyer shall be submitted for resolution to a mutually agreeable certified together choose an independent firm of public accounting firm accountants of nationally recognized standing (the "Independent AccountantsACCOUNTING FIRM")) to resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, whose applying its expertise and knowledge of both general accounting principles and the industry in question, based on workpapers and presentations by the Payment Agent and Buyer, and not by independent review of facts, only those issues still in dispute. In reaching its decisions the Accounting Firm shall use the lowest amount or amounts asserted by a Party as a floor and the highest amount or amounts asserted by a Party as a ceiling in the determination of all disputes. The Accounting Firm's decision shall fall within the parameters set by those amounts and shall be final and binding upon the parties, and whose fees shall be borne in accordance with the provisions of this Section 3.1. The fees and expenses of the Accounting Firm, if any, shall be paid equally by the Stockholders Payment Agent and Buyer exceptBuyer; PROVIDED, howeverHOWEVER, that that, if the Independent Accountants determine Accounting Firm determines that the Closing Balance Sheet proposed by Buyer was correct either Party's position is, in its entiretyall material respects, correct, then the Stockholders other Party shall pay the fees charged by the Accounting Firm in connection with any such determination. Interest on any unpaid portion of any Purchase Price Adjustment shall be solely responsible for accrued at an annual rate of 10% from the fees date of notice of such dispute through the date of payment of such unpaid amount. Such interest shall be remitted by the Payment Agent together with the amount, if any, of the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor portion of the Stockholders adjustment described in its entirety, then Buyer shall this Section 3.1 remaining to be solely responsible for the fees of the Independent Accountantspaid.

Closing Balance Sheet. (i) On or prior The Company will cause to be prepared and delivered to the Stockholders, within 60 days after the Closing Date, the Stockholders Closing Balance Sheet. The Closing Balance Sheet shall be prepared by Purchaser's independent auditors from the books and Buyer shall jointly prepare a pro forma consolidated balance sheet records of the Company and its subsidiaries as of the Effective Date (as defined in Section 3) (the "Pro Forma Closing Balance Sheet"), in accordance with United States generally accepted accounting principles ("GAAP") consistently ), applied and compiled in accordance on a basis consistent with the Standards for Accounting policies employed in the preparation of the Audited Financial Statements. The Closing Balance Sheet shall fully and Review Services issued accurately reflect all the expenses of (and any rights to reimbursement under Section 11.7 hereof related to) the transactions contemplated hereby incurred by (or owed to) the Company (including any distribution of cash to Stockholders of a value up to $2,000,000 pursuant to Section 6.4 and any unpaid fees and expenses of BA Partners, Lath▇▇ & ▇atk▇▇▇ ▇▇▇ Erns▇ & ▇oun▇ ▇▇▇ to be paid by the American Institute Company) and the expenses of Certified Public Accountants (the "Standards"). (ii) Within sixty (60) days after the Effective Date, Buyer with the assistance closure of the Stockholders Pasadena Facility, including severance costs, in each case unless previously paid and reflected in Net Worth, but shall prepare a consolidated balance sheet not include any purchase accounting adjustments. Notwithstanding the foregoing, the Closing Balance Sheet shall reflect as environmental reserve for the matters described in Schedule 2.3 only so much of the environmental reserve described on Schedule 2.3 as at the time shall not have been expended, and (without duplication) shall reflect any dividend or distribution by the Company to the Stockholders permitted by Section 6.4 which occurs on the Closing Date. Representatives of Purchaser and its subsidiaries as the Stockholders may observe and comment upon the preparation of the Effective Date (the "Closing Balance Sheet"), in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder During the 45-day period following the Stockholders' receipt of the Closing Balance Sheet, the Stockholders and their independent auditors shall be permitted to review the working papers of Purchaser's independent auditors relating to the Closing Balance Sheet and to have a period of twenty (20) days after access to the notice from Company's pertinent financial and other records. The Closing Balance Sheet shall become final and binding upon the Buyer within which to parties on the forty-fifth day following the Stockholders' receipt thereof, unless the Stockholders give written notice to Buyer that he either (i) accepts Purchaser prior to such date of their disagreement with the Closing Balance Sheet or that they have not been provided necessary access to requisite working papers or records (ii) disputes "NOTICE OF DISAGREEMENT"). Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement or lack of access, and include only disagreements based on mathematical errors, the Closing Balance SheetSheet not being calculated in accordance with this Section 2.3, or the determination of amounts involving discretion or judgment (including a statement in reasonable detail the amounts of the disputed itemsreserves). If a Stockholder fails Notice of Disagreement is received by Purchaser in a timely manner, then the Closing Balance Sheet (as it may be revised pursuant to give notice the procedures described below) shall become final and binding upon the Stockholders and Purchaser on the earlier of (a) the date the Stockholders and Purchaser resolve in writing any differences they have with respect to Buyer within the matters specified in the Notice of Disagreement or (b) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 45-day period following the delivery of a Notice of Disagreement, the Stockholders and Purchaser shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. At the end of such twenty (20) 45-day period, he the Stockholders and Purchaser shall be deemed submit to have accepted the Closing Balance Sheet. If a Stockholder gives Buyer notice that he disputes the Closing Balance Sheet, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible (but in any event within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheet, or any portion thereof, within fifteen (15) days after the parties have commenced resolution of the dispute, then the matter shall be submitted for resolution to a mutually agreeable certified public an independent accounting firm (the "Independent AccountantsACCOUNTING FIRM"), whose determination ) for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Accounting Firm shall be final and binding upon any "Big 6" national accounting firm not employed (currently or within the parties, and whose fees shall be borne equally preceding 24 months) by the Stockholders and Buyer exceptCompany, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for the fees of the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor any of the Stockholders in its entiretyor Purchaser, then Buyer shall be solely responsible for the fees of the Independent Accountants.as

Closing Balance Sheet. (i) On or prior to the Closing Date, the Stockholders and Buyer shall jointly prepare a pro forma consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (as defined in Section 3) (the "Pro Forma Closing Balance Sheet"), in accordance with generally accepted accounting principles ("GAAP") consistently applied and compiled in accordance with the Standards for Accounting and Review Services issued by the American Institute of Certified Public Accountants (the "Standards"). (ii) Within sixty (60) days after the Effective Date, Buyer with the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (the "Closing Balance Sheet"), in accordance with GAAP and compiled in accordance with the Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder shall have a period of twenty (20) days after the notice from the Buyer within which to give notice to Buyer that he either (i) accepts the The audited Trial Closing Balance Sheet or shall be delivered to Buyer promptly after receipt by the Selling Stockholders from BDO ▇▇▇▇▇▇▇. Buyer may, at its expense, employ such tests and auditing procedures as Buyer deems to be appropriate under the circumstances. On the basis of its review, Buyer may, during the fifteen (ii15) disputes day period following delivery to it of the audited Trial Closing Balance Sheet, including a statement propose such adjustments (if any) as shall in its reasonable detail judgment be required to cause the audited Trial Closing Balance Sheet to properly reflect the financial condition of the disputed items. If a Stockholder fails to give notice to Buyer within such twenty (20) day period, he shall be deemed to have accepted Company as of the Closing Balance SheetDate. If a Stockholder gives Buyer notice In the event that he disputes the Closing Balance Sheet, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible (but in any event within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, to resolve the dispute. If the parties Selling Stockholders are unable to agree upon any such proposed adjustments within ten (10) days after they have been proposed by Buyer as aforesaid, then, in such event, the adjustment(s) in dispute shall be submitted to a firm of certified public accountants of national standing which is mutually acceptable to Buyer and the Selling Stockholders (the "Arbitrator"), for its consideration, the decision of said Arbitrator which shall be final and binding upon Buyer and the Selling Stockholders; the fees of the Arbitrator shall be paid one-half by each of said parties. The audited Trial Closing Balance SheetSheet shall become final and binding upon the parties, (i) if Buyer does not propose any adjustments thereto in accordance with the terms hereof, on the earlier of the date of written acceptance thereof by Buyer or any portion thereof, within fifteen (15) days after the parties have commenced resolution delivery thereof to Buyer, or (ii) if Buyer proposes adjustments thereto in accordance with the terms hereof, on the earlier of the disputedate of written acceptance thereof (as so adjusted) by Buyer and the Selling Stockholders or the date of the receipt by Buyer and the Selling Stockholders of the decision of the Arbitrator as to any adjustment(s) submitted to it for resolution. The audited Trial Closing Balance Sheet, then in the matter shall be submitted for resolution to a mutually agreeable certified public accounting firm (the "Independent Accountants"), whose determination shall be form in which it becomes final and binding upon Buyer and the partiesSelling Stockholders as aforesaid, and whose fees shall be borne equally by is hereinafter referred to as the Stockholders and Buyer except, however, that if the Independent Accountants determine that the "Closing Balance Sheet". The Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for delivered by the fees of Selling Stockholders to Buyer within five (5) days after it becomes binding upon Buyer and the Independent Accountants; and if the Independent Accountants determine that the dispute in the Closing Balance Sheet should be resolved in favor of the Selling Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Independent Accountantsas aforesaid.