Closing Date Balance Sheet Adjustment. (a) As promptly as practicable, and in any event not later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a written statement (the “Accounting Report”) setting forth Buyer’s good faith calculation of the Net Assets at Closing, which shall be based on Buyer’s review of the financial and other books and records of Seller, SYC and their respective Subsidiaries and such other documents as Buyer and Seller shall mutually agree. (b) Seller shall have the right to review the Accounting Report and, within thirty (30) days after the date of receipt of such Accounting Report, may deliver to Buyer a certificate (a “Dispute Notice”) setting forth its objections, if any, to the Accounting Report, together with a summary of the reasons therefor and calculations which, in its view, are necessary to eliminate such objections. If Seller does not object within such thirty (30) day period, the determination of Net Assets at Closing as set forth in the Accounting Report shall be final and binding. (c) If Seller objects to the Accounting Report within such thirty (30) day period, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such objections by written agreement (the “Agreed Adjustments”) within fifteen (15) days of receipt by Buyer of the Dispute Notice. If Buyer and Seller resolve such objections, the Accounting Report, as adjusted by the Agreed Adjustments, shall be the final and binding determination of the Net Assets at Closing. (d) If any such objections are not resolved by Agreed Adjustments within such fifteen (15) day period, then Buyer and Seller shall submit such unresolved objections to the national office of a nationally recognized accounting firm that is mutually acceptable to Buyer and Seller and that is not the current independent registered public accounting firm of either Buyer or Seller (the “Accounting Firm”). The Accounting Firm shall act as an expert, not as an arbitrator, and shall be directed by Buyer and Seller to resolve such objections based solely on the written submissions of Buyer and Seller. The Accounting Firm shall investigate only those items which are in dispute and shall not assign a value to any item that is (i) greater than the greatest value for such item claimed by either of Buyer or Seller or (ii) lower than the lowest value for such item claimed by either of Buyer or Seller. The parties shall instruct the Accounting Firm to render its determination within 30 days of the referral of such matter thereto and to deliver written reports to each of Buyer and Seller setting forth its resolution of such unresolved objections. The Accounting Report, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be the final and binding determination of Net Assets at Closing. (e) The parties shall make available to the other parties to this Agreement and, if applicable, the Accounting Firm, (i) such books, records and other information (including work papers) as any of the foregoing may reasonably request to prepare or review the Accounting Report or any matters submitted to the Accounting Firm and (ii) those of its employees and representatives who were primarily responsible for the preparation of the Accounting Report or the Dispute Notice, as the case may be. The fees and expenses of the Accounting Firm hereunder shall be paid by the party whose calculation or estimate of disputed items on an aggregate basis represents the greatest difference from the Accounting Firm’s determination of those items on an aggregate basis. (f) If Net Assets at Closing is greater than $4,561,072, and such difference is greater than $150,000, then Buyer shall promptly (and in any event within five (5) Business Days) pay such amount in excess of $150,000 to the Seller up to a maximum of $500,000 and (ii) if $4,561,072 is greater than the Net Assets at Closing, then Seller shall promptly (and in any event within five (5) Business Days) pay such amount in excess of $150,000 to the Buyer.
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Closing Date Balance Sheet Adjustment. In addition to the portion of the Purchase Price to be placed into the Escrow Fund pursuant to Section 1.9 above, an additional $150,000 (athe "Balance Sheet Adjustment Amount") As promptly of the amount to be paid to the Principal Stockholders in the Merger shall be added to the Escrow Fund for purposes of satisfying any post-Closing Purchase Price adjustments based on the Closing Date Balance Sheet (as practicabledefined below). The amount of cash to be contributed to the Escrow Fund by each Principal Stockholder shall be equal to the ratio of (A) the total amount of cash to be paid in the Merger to such Principal Stockholder to (B) the total amount of cash to be paid in the Merger to all Principal Stockholders. The Agent shall cause a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet") to be prepared as soon as practicable following the Closing, and in any event not later than sixty within seven (607) days after of the Closing. Agent shall cooperate with Parent and Parent's independent auditors in the auditing of the Closing Date, Buyer Date Balance Sheet and cause the Company's independent auditors to do the same. Parent's independent auditors shall prepare and deliver to Seller a written statement (complete the “Accounting Report”) setting forth Buyer’s good faith calculation audit of the Net Assets at Closing, which shall be based on Buyer’s review of the financial and other books and records of Seller, SYC and their respective Subsidiaries and such other documents as Buyer and Seller shall mutually agree.
(b) Seller shall have the right to review the Accounting Report and, Closing Date Balance Sheet within thirty (30) days after the date of following receipt of such Accounting Report, may deliver the Closing Date Balance Sheet from the Agent. Agent further agrees to Buyer a certificate (a “Dispute Notice”) setting forth its objections, if any, to provide Parent with all information reasonably requested by Parent for use in the Accounting Report, together with a summary audit of the reasons therefor Closing Date Balance Sheet and calculations which, in its view, are necessary to eliminate such objectionscause the Company's independent auditors to do the same. If Seller does not object within such thirty (30) day period, the determination working capital of Net Assets at the Company as of the Closing as set forth in the Accounting Report shall be final and binding.
(c) If Seller objects to the Accounting Report within such thirty (30) day period, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such objections by written agreement Date (the “Agreed Adjustments”"Actual Working Capital Amount") within fifteen based on the audited Closing Date Balance Sheet exceeds $150,000 (15) days of receipt by Buyer of the Dispute Notice. If Buyer and Seller resolve such objections, the Accounting Report, as adjusted by the Agreed Adjustments, shall be the final and binding determination of the Net Assets at Closing.
(d) If any such objections are not resolved by Agreed Adjustments within such fifteen (15) day period"Target Working Capital Amount"), then Buyer and Seller Parent shall submit such unresolved objections to the national office of a nationally recognized accounting firm that is mutually acceptable to Buyer and Seller and that is not the current independent registered public accounting firm of either Buyer or Seller (the “Accounting Firm”). The Accounting Firm shall act as an expertpromptly, not as an arbitrator, and shall be directed by Buyer and Seller to resolve such objections based solely on the written submissions of Buyer and Seller. The Accounting Firm shall investigate only those items which are in dispute and shall not assign a value to any item that is (i) greater than the greatest value for such item claimed by either of Buyer or Seller or (ii) lower than the lowest value for such item claimed by either of Buyer or Seller. The parties shall instruct the Accounting Firm to render its determination within 30 days of the referral of such matter thereto and to deliver written reports to each of Buyer and Seller setting forth its resolution of such unresolved objections. The Accounting Report, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be the final and binding determination of Net Assets at Closing.
(e) The parties shall make available to the other parties to this Agreement and, if applicable, the Accounting Firm, (i) such books, records and other information (including work papers) as any of the foregoing may reasonably request to prepare or review the Accounting Report or any matters submitted to the Accounting Firm and (ii) those of its employees and representatives who were primarily responsible for the preparation of the Accounting Report or the Dispute Notice, as the case may be. The fees and expenses of the Accounting Firm hereunder shall be paid by the party whose calculation or estimate of disputed items on an aggregate basis represents the greatest difference from the Accounting Firm’s determination of those items on an aggregate basis.
(f) If Net Assets at Closing is greater than $4,561,072, and such difference is greater than $150,000, then Buyer shall promptly (and in any event within five ten (510) Business Daysdays, (i) pay such amount in excess of $150,000 cause the Balance Sheet Adjustment Amount to be released to the Seller up to a maximum of $500,000 Principal Stockholders from the Escrow Fund and (ii) if $4,561,072 pay to the Agent on behalf of the Principal Stockholders the amount by which the Actual Working Capital Amount exceeds the Target Working Capital Amount. If, however, the Actual Working Capital Amount is greater less than the Net Assets at ClosingTarget Working Capital Amount, then Seller the Purchase Price shall promptly be reduced by the difference (the "Working Capital Deficiency") and (i) Agent shall promptly, and in any event within five ten (510) Business Days) pay such amount in excess of $150,000 days, cause the Working Capital Deficiency to the Buyer.be released to
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Closing Date Balance Sheet Adjustment. (a) As promptly as practicableAt the Closing, and Sellers shall cause the President or the Chief Financial Officer of the Company in any event not later than sixty (60) days after the Closing Date, Buyer shall good faith to prepare and deliver to Seller a written statement (the “Accounting Report”) setting forth Buyer’s good faith calculation of the Net Assets at Closing, which shall be based on Buyer’s review of the financial and other books and records of Seller, SYC and their respective Subsidiaries and such other documents as Buyer and Seller shall mutually agree.
(b) Seller shall have the right to review the Accounting Report and, within thirty (30) days after the date of receipt of such Accounting Report, may deliver to Buyer a certificate (the "Closing Certificate") containing a “Dispute Notice”pro forma estimate of the Adjusted Working Capital (as hereinafter defined) setting forth its objections, if any, of the Company as of the Closing Date and the resulting adjustment to the Accounting ReportPurchase Price pursuant to the procedures described in Section 1.3(b) below (the "Initial Purchase Price Closing Adjustment"), together with a summary which shall be subject to limited procedures of inquiry by Buyer and Buyer's independent accountants ("Buyer's Accountants") as to reasonableness. The Closing shall proceed, and the payments required to be made at the Closing pursuant to Section 1.2 shall be determined on the basis of the reasons therefor Closing Certificate and calculations whichthe Initial Purchase Price Closing Adjustment.
(b) The Initial Purchase Price Closing Adjustment shall be determined as follows:
(i) If Adjusted Working Capital, in its viewas reflected on the Closing Certificate, are necessary to eliminate such objections. If Seller does not object within such thirty (30) day periodis greater than $11,952,336, the determination of Net Assets at Initial Purchase Price Closing Adjustment will be, and the Purchase Price will be increased by, the amount by which Adjusted Working Capital is greater than $11,952,336.
(ii) If Adjusted Working Capital, as set forth in reflected on the Accounting Report shall Closing Certificate, is less than $11,952,336, the Initial Purchase Price Closing Adjustment will be, and the Purchase Price will be final and bindingdecreased by, the amount by which Adjusted Working Capital is less than $11,952,336.
(c) If Seller objects to For purposes of this Agreement, "Adjusted Working Capital" means the Accounting Report within such thirty (30) day period, Buyer and Seller shall negotiate in good faith and use their reasonable best efforts to resolve such objections by written agreement (the “Agreed Adjustments”) within fifteen (15) days remainder of receipt by Buyer of the Dispute Notice. If Buyer and Seller resolve such objections, the Accounting Report, as adjusted by the Agreed Adjustments, shall be the final and binding determination of the Net Assets at Closing.
(d) If any such objections are not resolved by Agreed Adjustments within such fifteen (15) day period, then Buyer and Seller shall submit such unresolved objections to the national office of a nationally recognized accounting firm that is mutually acceptable to Buyer and Seller and that is not the current independent registered public accounting firm of either Buyer or Seller (the “Accounting Firm”). The Accounting Firm shall act as an expert, not as an arbitrator, and shall be directed by Buyer and Seller to resolve such objections based solely on the written submissions of Buyer and Seller. The Accounting Firm shall investigate only those items which are in dispute and shall not assign a value to any item that is (i) greater than total current assets (exclusive of cash and cash equivalents, which shall be distributed to Sellers at or prior to the greatest value for such item claimed by either Closing Date and inclusive of Buyer or Seller or the Company's deposit under Section 444 of the Code (as hereinafter defined)), minus (ii) lower than total current liabilities (exclusive of any notes or other debt obligations payable to any Seller, which shall be settled at or prior to the lowest value for such item claimed by either of Buyer or Seller. The parties shall instruct the Accounting Firm to render its determination within 30 days Closing), in each case as of the referral opening of such matter thereto business on the Closing Date and to deliver written reports to each of Buyer calculated and Seller setting forth its resolution of such unresolved objections. The Accounting Report, after giving effect to any Agreed Adjustments and to presented on a basis consistent with the resolution of disputed matters by the Accounting Firm, shall be the final and binding determination of Net Assets at Closing.
(e) The parties shall make available to the other parties to this Agreement and, if applicable, the Accounting Firm, (i) such books, records and other information (including work papers) as any of the foregoing may reasonably request to prepare or review the Accounting Report or any matters submitted to the Accounting Firm and (ii) those of its employees and representatives who were primarily responsible Company's audited financial statements for the preparation of the Accounting Report or the Dispute Noticeyear ended September 30, as the case may be. The fees and expenses of the Accounting Firm hereunder shall be paid by the party whose calculation or estimate of disputed items on an aggregate basis represents the greatest difference from the Accounting Firm’s determination of those items on an aggregate basis2005.
(f) If Net Assets at Closing is greater than $4,561,072, and such difference is greater than $150,000, then Buyer shall promptly (and in any event within five (5) Business Days) pay such amount in excess of $150,000 to the Seller up to a maximum of $500,000 and (ii) if $4,561,072 is greater than the Net Assets at Closing, then Seller shall promptly (and in any event within five (5) Business Days) pay such amount in excess of $150,000 to the Buyer.
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