Common use of Final Closing Balance Sheet Clause in Contracts

Final Closing Balance Sheet. From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety (90) days after the delivery of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” and such calculation of Net Asset Value shall be the “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates.

Final Closing Balance Sheet. From The balance sheet of Sellers prepared as of the Effective Time shall be prepared as follows: (i) Within 45 days after the Closing Date through the date Date, Buyer shall deliver to Sellers a balance sheet of Sellers as of the payment provided Effective Time, prepared in accordance with GAAP, except for the modifications set forth in Section 3.2(d3.3(a), Purchaser shall give Sellers reasonable access during normal business hours to from the books and recordsrecords of Sellers, on a basis otherwise consistent with GAAP theretofore followed by Sellers in the accounting and other appropriate personnel and the independent accountants preparation of the Business Recent Balance Sheet (as defined in Section 4.4 and Purchaser (including access to each fairly presenting the financial position of Sellers as of the specific items Effective Time. The balance sheet shall be accompanied by detailed schedules of information described the assets and liabilities of Sellers (1) setting forth the amount of Net Working Capital (as defined above) reflected in Exhibit 3.2(b)the balance sheet. (ii) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety (90) 30 days after following the delivery of the Closing Balance Sheet balance sheet referred to in (i) above, Sellers may object to the calculation of Net Working Capital or any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment to the Purchase Price pursuant to Section 3.2.(e) hereof. Any such objection shall be made in writing and shall state Sellers’ determination of the amount of the Net working capital. (iii) In the event of a dispute or disagreement relating to the Net Working Capital which Buyer and Sellers are unable to resolve, either party may elect to have all such disputes or disagreements resolved by an accounting firm (the “Third Accounting Firm”) to be mutually selected by Sellers and Buyer. The Third Accounting Firm shall make a resolution of the balance sheet of Sellers as of the Effective Time and the Closing Calculationcalculation of Net working capital, Sellers which shall have completed a review be final and binding for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the Closing Balance Sheet balance sheet to it and, in any case, as soon as practicable after such submission. (iv) The fees and expenses for the services of the Third Accounting Firm shall be allocated between the Sellers on the one hand and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement Buyer on the Closing Balance Sheet and other hand in the Closing Calculationsame proportion that the aggregate amount of the disputed items submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed items so submitted. (v) As used in this Agreement, such balance sheet shall be the term “Final Closing Balance Sheet” and such calculation shall mean the balance sheet of Net Asset Value shall be the “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation Effective Time as finally determined for purposes of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliatesthis Article 3.

Final Closing Balance Sheet. From The Final Closing Balance Sheet of Company prepared as of October 25, 1997 shall be prepared as follows: (i) Prior to December 23, 1997, Buyer shall deliver to the Closing Date through the date Shareholders a balance sheet of the payment provided for Company as of October 25, 1997, prepared in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to accordance with generally accepted accounting principles ("GAAP") from the books and recordsrecords of Company, on a basis consistent with the accounting and other appropriate personnel and GAAP theretofore followed by Company in the independent accountants preparation of the Business and Purchaser Company's Financial Statements as of December 28, 1996 (including access to each of the specific items of information described in Exhibit 3.2(b"Proposed Closing Balance Sheet")) in order to enable Sellers to review the . The Proposed Closing Balance Sheet shall be accompanied by detailed schedules of the assets and liabilities of Company as of October 25, 1997, and related statements of income and cash flows for the Closing Calculation. calendar year to date and shall set forth: (1) the amount of Excluded Debt and Excess Working Capital, (2) that the balance sheet has been prepared in accordance with GAAP, on a basis consistent with the accounting principles theretofore followed by Company, and (3) the amount of any adjustment to the Purchase Price to be paid and by whom pursuant to Section 2.3 hereof. (ii) Within ninety (90) 30 days after following the delivery of the Proposed Closing Balance Sheet and referred to in (i) above, the Closing Calculation, Sellers shall have completed Shareholders or a review firm of independent accountants engaged by the Shareholders ("Shareholders' Accountants") may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or the Shareholders pursuant to Section 2.3 hereof. Any such objection shall be made in writing and shall state the Shareholders' determination of the amount of Excluded Debt and Excess Working Capital. (iii) In the event of a dispute or disagreement relating to the Proposed Closing Balance Sheet or schedules which Buyer and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” and such calculation of Net Asset Value shall be the “Final Closing Calculation.” If however, Sellers and Purchaser Shareholders are unable to reach agreement on resolve, either party may elect to have all such disputes or disagreements resolved by an independent accounting firm of nationally recognized standing (the Closing Balance Sheet "Third Accounting Firm") to be mutually selected by the Shareholders and Buyer. The Third Accounting Firm shall make a determination of the balance sheet of Company as of October 25, 1997 and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value Excluded Debt and a reasonably detailed explanation of work performed by the AccountantsExcess Working Capital, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and which shall be final and binding upon for purposes of this Article 2, and the parties hereto, absent fraud or manifest error. The Net Asset Value resolution of Sellers determined pursuant to such dispute shall be incorporated into the Final Closing Calculation Balance Sheet (as hereinafter defined). The Third Accounting Firm shall be instructed to use every ------------------------------------------------------------------------------- maturities of Excluded Debt as of the “Closing Net Asset Value”Date. reasonable effort to perform its services within 15 days of submission of the Proposed Closing Balance Sheet to it, and in any case, as soon as practicable after such submission. The fees charged by and expenses for the Accountants services of the Third Accounting Firm shall be paid shared 50% by Sellers Buyer and 50% by Purchaser or its Affiliatesthe Shareholders.

Final Closing Balance Sheet. From The balance sheet of Company --------------------------- prepared as of the Closing Date through and certified, at Buyer's sole expense, by Buyer's independent accountants ("Buyer's Accountants") shall be prepared as follows: (i) Within 45 days after the date Closing Date, Buyer shall deliver to Company a balance sheet of Company as of the payment provided for Closing Date, prepared in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to accordance with generally accepted accounting principles from the books and recordsrecords of Company, on a basis consistent with the accounting and other appropriate personnel and principles theretofore followed by Company in the independent accountants preparation of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Recent Balance Sheet and the Estimated Closing CalculationBalance Sheet, and fairly presenting the financial position of Company as of the Closing Date. For purposes of preparing the Final Closing Balance Sheet the parties agree that the reserve for obsolete inventory, the reserve for bad debt and the credit memo accrual will reflect a balance which is no greater than the balance for each such account on the Recent Balance Sheet. The balance sheet shall be accompanied by detailed schedules of Company Assets and Assumed Liabilities and by a report of Buyer's Accountants (1) setting forth the amount of accounts payable, accrued expenses, inventories and accounts receivable reflected in the balance sheet, (2) stating that (a) the examination of the balance sheet has been made in accordance with generally accepted auditing standards and (b) the balance sheet has been prepared in accordance with generally accepted accounting principles, on a basis consistent with the accounting principles theretofore followed by Company, except as otherwise provided in this Section 3.3, and (3) setting forth the amount of the Purchase Price Adjustment and by whom to be paid pursuant to Section 3.2 hereof. (ii) Within ninety (90) 30 days after following the delivery of the Closing Balance Sheet balance sheet referred to in (i) above, Company or its independent accountants ("Company's Accountants") may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or Company pursuant to Section 3.2 hereof. Any such such objection shall be made in writing and shall state Company's determination of the Closing Calculationamount of Average Working Capital. (iii) In the event of a dispute or disagreement relating to the balance sheet, Sellers schedules, or Purchase Price Adjustment which Buyer and Company are unable to resolve by good faith discussions, either Buyer or Company may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the "Third Accounting Firm") to be mutually selected by Company and Buyer or, if no agreement is reached, by Company's Accountants and Buyer's Accountants. The Third Accounting Firm shall have completed make a review resolution of the balance sheet of Company as of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” and such Date including a calculation of Net Asset Value shall be the “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm Average Working Capital as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value Date and a reasonably detailed explanation determination of work performed by the AccountantsPurchase Price Adjustment which shall be final, delivered by the Accountants binding and enforceable as an arbitration award for all purposes. The Third Accounting Firm shall be instructed to the parties hereto use every reasonable effort to perform its services within thirty (30) 15 days following the of submission of the balance sheet to it and, in any case, as soon as practicable after such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”submission. The fees charged by and expenses for the Accountants services of the Third Accounting Firm shall be paid 50% shared by Sellers Buyer and 50% by Purchaser or its Affiliates.Company as follows:

Final Closing Balance Sheet. From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants The Balance Sheet of the Business and Purchaser (including access to each prepared as of the specific items Effective Time shall be prepared as follows: (i) Within sixty (60) days after the Closing, Company will prepare a Balance Sheet as of information described the Effective Time (the "Preliminary Closing Balance Sheet"), and Buyer will cooperate in Exhibit 3.2(b)the preparation of such Preliminary Closing Balance Sheet. Company will prepare such Balance Sheet in accordance with this Section 3.3. The Preliminary Closing Balance Sheet shall (i) set forth the amount of the Net Asset Value in order to enable Sellers to review the Preliminary Closing Balance Sheet and the Closing Calculation. Within ninety (90ii) days after the delivery be accompanied by a calculation of the Closing Balance Sheet amount of any adjustment to the Purchase Price to be paid and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” and such calculation of Net Asset Value shall be the “Final Closing Calculationby whom pursuant to Section 3.2.(c).” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within (ii) Within thirty (30) days after following the end delivery to it of the Preliminary Closing Balance Sheet, Buyer may object to any of the information contained in the Preliminary Closing Balance Sheet or the accompanying schedules which could effect the necessity or amount of any payment by Buyer or Company pursuant to Section 3.2.(c). Any such 90-day objection shall be made in writing and delivered to Company within such time period, shall include detailed itemization of Buyer's objections and its reasons therefor, and shall state Buyer's determination of the amount of the Net Asset Value. If no such objection is delivered to Company within such time period, then Buyer shall be deemed to have accepted the parties Preliminary Closing Balance Sheet. (iii) If Buyer shall submit deliver a timely objection to the Preliminary Closing Balance Sheet, then Buyer and Company shall promptly meet and in good faith attempt to resolve any dispute or disagreement. In connection with any such dispute or disagreement, each of Buyer and Company shall provide the other with a written calculation of the aggregate amount that should be recorded on the Preliminary Closing Balance Sheet as of the Closing Date for any items in dispute (but no other matters) based upon its position with respect to KPMG LLP, such disputed items. In the event of a dispute or such other “Big Four” public accounting firm as is mutually acceptable disagreement relating to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Preliminary Closing Net Asset Value Balance Sheet or schedules which Buyer and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants Company are unable to the parties hereto resolve within thirty (30) days following Company's receipt of Buyer's objections, either party may elect to have all such disputes or disagreements ("Disputes") resolved by ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ or, in the submission event ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ is unable or unwilling to resolve the Disputes, Coopers & ▇▇▇▇▇▇▇ (the "Third Accounting Firm"). In connection with the engagement of the Third Accounting Firm, each of the parties shall execute reasonable engagement letters and shall supply all such dispute other documents and information reasonably required by the Third Accounting Firm. Without limiting the obligations of the parties under this Section 3.3, each party shall be permitted to submit such data and information to the Accountants, Third Accounting Firm as such party deems appropriate. The Third Accounting Firm shall make a resolution of the disputes and disagreements relating to the Preliminary Closing Balance Sheet as of the Effective Time and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”calculation of Net Asset Value, respectively, and which shall be final and binding upon for purposes of this Article 3. The Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within 15 days of submission of the Preliminary Closing Balance Sheet to it and, in any case, as soon as practicable after such submission. In resolving any Dispute, the Third Accounting Firm (1) shall utilize the criteria set forth in Section 3.3. (a) and (2) shall not assign a value to any item greater than the greatest value for such item claimed by either Company or Buyer or less than the smallest value for such item claimed by either Company or Buyer, in each case, as presented to the Third Accounting Firm. (iv) As used in this Agreement, the term "Final Closing Balance Sheet" shall mean the balance sheet of the Business as of the Effective Time as finally determined for purposes of this Article 3, whether by acquiescence of Buyer in the figures supplied by Company in accordance with Section 3.3 (d)(i) and (ii), by negotiation and agreement of the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its AffiliatesThird Accounting Firm in accordance with Section 3.3 (d)(iii).

Final Closing Balance Sheet. From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the The Final Closing Balance Sheet and the Closing Calculation. sheet shall be prepared as follows: (i) Within ninety twenty (9020) days after the delivery Closing Date, Seller shall deliver to Buyer a balance sheet of Seller as of the Closing Balance Sheet and Date, prepared in accordance with the Closing Calculationaccounting principles of Seller, Sellers shall have completed applied on a review of consistent basis (the Closing Balance Sheet and the Closing Calculation"FINAL CLOSING BALANCE SHEET"). After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such The balance sheet shall be accompanied by (A) detailed schedules of the “Purchased Assets and Assumed Liabilities, (B) a report setting forth the amount of any adjustment, if any, to the Purchase Price pursuant to Section 3.4(a) hereof, and (C) a certificate of the Shareholders representing and warranting that the Final Closing Balance Sheet is true and correct in all material respects and was prepared in accordance with Seller's standard accounting practices. (ii) Within fifteen (15) days following the delivery of the Final Closing Balance Sheet” , Buyer or its independent accountants may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any adjustment pursuant to Section 3.4(a). Any such objection shall be made in writing and shall state Buyer's determination of the amount of Seller's Net Asset Value in sufficient detail for Seller to evaluate the basis for Buyer's objections and the amounts subject to dispute. In the event that Buyer fails to deliver to Seller written notice of objection within fifteen (15) days following the delivery to Buyer of the Final Closing Balance Sheet, such Final Closing Balance Sheet delivered by Seller shall be deemed to be correct and to be the Final Closing Balance Sheet for purposes of this Agreement. (iii) In the event of a dispute or disagreement relating to the Final Closing Balance Sheet or schedules which Buyer and Seller are unable to resolve, either party may elect to have all such disputes or disagreements resolved by Buyer's independent accountants or, if the Buyer's independent accountant is unwilling to serve, then by the San Diego, California firm of ▇▇▇▇▇▇▇▇▇▇▇ & ▇▇▇▇▇▇▇▇▇▇▇. Such accounting firm shall make a resolution of disputed items on the balance sheet of Company as of the Closing Date and the calculation of Net Asset Value shall be the “Final Closing Calculation.” If howeverValue, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and which shall be final and binding upon the parties hereto, absent fraud or manifest errorfor purposes of this Section 3. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation Such accounting firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) days of submission of the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates.balance sheet to it and, in any case, as soon as practicable after such

Final Closing Balance Sheet. From the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser (including access to each of the specific items of information described in Exhibit 3.2(b)) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety (90) days after the delivery of the Closing Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation. After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such balance sheet shall be the “Final Closing Balance Sheet” and such calculation of Net Asset Value shall be the “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on the Closing Balance Sheet and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), setting forth its determination of all items in dispute, together with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed by the Accountants, delivered by the Accountants to the parties hereto within thirty (30) days following the submission of such dispute to the Accountants, and the Closing Balance Sheet and the Closing Calculation as modified in accordance with the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”, respectively, and shall be final and binding upon the parties hereto, absent fraud or manifest error. The Net Asset Value of Sellers determined pursuant to the Final Closing Calculation shall be the “Closing Net Asset Value”. The fees charged by the Accountants shall be paid 50% by Sellers and 50% by Purchaser or its Affiliates.. 18 (c) For purposes hereof, “Net Asset Value” means, in respect of Sellers, on a consolidated basis, eliminating the effect of any transactions or arrangements between Sellers and/or any of their Affiliates other than trade accounts receivable owing from any Affiliates of Sellers, the book value of the Purchased Assets, as adjusted for amortization and depreciation, less the book value of the Assumed Liabilities. All calculations of “Net Asset Value” hereunder shall be made by excluding deferred income taxes and shall include all deferred charges that relate to the ongoing operations and that benefit Purchaser. For the avoidance of doubt, any adjustments proposed by E&Y for the preparation of the Audited Financial Statements solely in respect of the recognition of termite renewal revenue, whether or not accepted by Sellers, shall not be made in the preparation of the Pre-Closing Calculation or the Final Closing Calculation pursuant to this Section 3.2. (d)

Final Closing Balance Sheet. From The final balance sheet of Company as of the Closing Date through the date of the payment provided for in Section 3.2(d), Purchaser shall give Sellers reasonable access during normal business hours to the books and records, the accounting and other appropriate personnel and the independent accountants of the Business and Purchaser be as follows: (including access to each of the specific items of information described in Exhibit 3.2(b)i) in order to enable Sellers to review the Closing Balance Sheet and the Closing Calculation. Within ninety fifteen (9015) days after the delivery Closing Date, Buyer shall deliver to the Shareholder’s Agent a balance sheet of Company (parent company only) as of the Closing Date, prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) (except as specified on Schedule 3.5.(a)) from the books and records of Company, on a basis consistent with GAAP theretofore followed by Company in the preparation of the Recent Balance Sheet and the Closing Calculation, Sellers shall have completed a review of the Closing Balance Sheet and the Closing Calculation(as defined herein). After such review, if Sellers and Purchaser reach agreement on the Closing Balance Sheet and the Closing Calculation, such The balance sheet shall be accompanied by detailed schedules of the “Final Closing Balance Sheet” assets and such calculation liabilities of Net Asset Value shall be Company (at the “Final Closing Calculation.” If however, Sellers and Purchaser are unable to reach agreement on parent company level only) at the Closing Balance Sheet Date and the Closing Calculation within thirty (30) days after the end of such 90-day period, then the parties shall submit the items in dispute (but no other matters) to KPMG LLP, or such other “Big Four” public accounting firm as is mutually acceptable to the parties hereto (the “Accountants”) for resolution. Such resolution by the Accountants shall be set forth in a written report (“Accountants Report”), 1) setting forth its determination the Adjustment Amount reflected in the balance sheet, stating by whom to be paid, and (2) stating that (a) the examination of all items the balance sheet has been made in disputeaccordance with generally accepted auditing standards and (b) the balance sheet has been prepared in accordance with GAAP, together on a basis consistent with the resulting calculation of the Closing Net Asset Value and a reasonably detailed explanation of work performed accounting principles theretofore followed by the Accountants, delivered by the Accountants to the parties hereto within thirty Company. (30ii) Within fifteen (15) days following the submission delivery of the balance sheet referred to in (i) above, the Shareholders’ Agent may object to any of the information contained in said balance sheet or accompanying schedules which could affect the necessity or amount of any payment by Buyer or the Shareholders’ Agent pursuant to Section 2.1(c) hereof. Any such objection shall be made in writing and shall state the Shareholders’ Agent’s determination of the Adjustment Amount. (iii) In the event of a dispute or disagreement relating to the Accountants, balance sheet or schedules which Buyer and the Shareholders’ Agent are unable to resolve, either Party may elect to have all such disputes or disagreements resolved by an accounting firm of nationally recognized standing (the “Third Accounting Firm”) to be mutually selected by the Shareholders’ Agent and Buyer or, if no agreement is reached, by Buyer’s accountants and Shareholders’ accountants. The Third Accounting Firm shall make a resolution of the balance sheet of Company as of the Closing Balance Sheet Date and the Closing Calculation as modified in accordance with calculation of the Accountants Report shall be the “Final Closing Balance Sheet” and the “Final Closing Calculation”Adjustment Amount, respectively, and which shall be final and binding upon the parties hereto, absent fraud or manifest errorfor purposes of this Article 2. The Net Asset Value Third Accounting Firm shall be instructed to use every reasonable effort to perform its services within fifteen (15) days of Sellers submission of the balance sheet to it and, in any case, as soon as practicable after such submission. The fees and expenses for the services of the Third Accounting Firm shall be shared equally by Buyer and the Shareholders’ Agent (ratably for the accounts of the Shareholders). (iv) Buyer agrees to permit the Shareholders’ Agent and his respective representatives, during normal business hours, to have reasonable access to, and to examine and make copies of, all books and records of Company, including but not limited to the books, records, schedules, work papers and audit programs of Buyer, which documents are necessary to review the balance sheet delivered by Buyer in accordance with Section 2.3(c)(i). (v) The balance sheet of Company as of the Closing Date as determined pursuant in accordance with this Article 2 is herein referred to as the Final Closing Calculation shall be the “Closing Net Asset Value”Balance Sheet. The fees charged Adjustment Amount contemplated by the Accountants Section 2.1.(c) shall likewise be paid 50% by Sellers and 50% by Purchaser or its Affiliatesfinally determined in accordance with this Article 2.