Common use of Final Closing Balance Sheet Clause in Contracts

Final Closing Balance Sheet. Parent shall have the right to audit the Estimated Closing Balance Sheet, including the calculation of Working Capital, within sixty (60) calendar days of delivery of the Estimated Closing Balance Sheet. Within sixty (60) calendar days after the Closing Date, the Parent and the Company shall cause an independent accounting firm acceptable to the Parent and Stockholders’ Representative to prepare and deliver to Parent and Stockholders’ Representative an audited balance sheet of the Company as of the Closing Date (the “Final Closing Balance Sheet”), which shall be prepared on the same basis and in the same form as the Estimated Closing Balance Sheet. After delivery of the Final Closing Balance Sheet, the Cash Consideration delivered as of the Closing shall be adjusted as follows (the “Final Cash Consideration Adjustment”): (i) To the extent that the calculation of Working Capital in the Final Closing Balance Sheet is greater than the calculation of Working Capital set forth in the Estimated Closing Balance Sheet, Parent shall pay to Stockholders’ Representative (for distribution to the Stockholders) such difference. In addition, as of the time of such payment, all Working Capital Escrowed Funds and any other property held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders). (ii) To the extent that the calculation of Working Capital in the Final Closing Balance Sheet is less than the calculation of Working Capital set forth in the Estimated Closing Balance Sheet, the difference shall be delivered to Parent from the Working Capital Escrow Account pursuant to the terms of the Escrow Agreement and this Section 3.03. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet exceeds the Working Capital Escrowed Funds held in the Working Capital Escrow Account, the Stockholders’ Representative shall deliver such excess amounts to Parent on behalf of the Stockholders. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet is less than the Working Capital Escrowed Funds held in the Working Capital Escrow Account, after payment of the difference to Parent, the remaining funds held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders).

Final Closing Balance Sheet. Parent shall have Upon receipt of the right to audit the Estimated Initial Closing Balance Sheet, including Buyer and its independent accountants, will be permitted during the calculation succeeding 30 day period to examine the books and records of Working Capital, within sixty (60) calendar days of delivery of Seller and the Estimated work papers prepared by Seller or Seller's accountants. If Buyer agrees to the Initial Closing Balance Sheet. Within sixty (60) calendar days after the Closing Date, the Parent and the Company shall cause an independent accounting firm acceptable to the Parent and Stockholders’ Representative to prepare and deliver to Parent and Stockholders’ Representative an audited balance sheet of the Company as of the Closing Date (the “Final Closing Balance Sheet”), which shall be prepared on the same basis and in the same form as the Estimated Closing Balance Sheet. After delivery of it will become the Final Closing Balance Sheet. If Buyer cannot agree to the Initial Closing Balance Sheet it will within 30 calendar days after delivery of the Initial Closing Balance Sheet by Seller, prepare and deliver to Seller a list of disputed adjustments (the "Disputed Adjustments") Buyer believes should have been recorded on the Initial Closing Balance Sheet, specifying the amount of each Disputed Adjustment which Buyer believes should have been reflected on the Initial Closing Balance Sheet. Buyer and Seller will use their best efforts to resolve the Disputed Adjustments. If Buyer and Seller are able to reach an agreement on the Disputed Adjustments, the Cash Consideration delivered as of the Initial Closing shall Balance Sheet will be adjusted as follows (the “Final Cash Consideration Adjustment”): (i) To the extent that the calculation of Working Capital in amended to reflect such agreement and will become the Final Closing Balance Sheet Sheet. If Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within 15 calendar days after receipt by Seller of the Disputed Adjustments, then the Disputed Adjustments will be immediately submitted by Buyer and Seller to their independent public accountants, and the parties will use their reasonable efforts to cause their accountants to promptly review and assist the parties in resolving the Disputed Adjustments. Buyer and Seller will each be responsible for the fees, costs and expenses of their respective independent accountants. If the independent accountants for Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within 15 calendar days after receipt by Seller of such Disputed Adjustments, then the Disputed Adjustments will be resolved by Deloitte & Touche, LLP or, if such firm is unwilling or unable to act in such capacity, then by another nationally-recognized firm of certified public accountants mutually acceptable to the independent accountants of Buyer and Seller (the "Accounting Referee"). The parties will use their reasonable efforts to cause the Accounting Referee to promptly review the Disputed Adjustments and determine the final value of each of the Disputed Adjustments. In making such determination, the Accounting Referee will consider only the items or amounts in dispute (and any other items or amounts relating thereto), and the determination of each Disputed Adjustment's value, as so computed, will not, in any event, be less than zero or greater than the calculation amount of Working Capital set forth in the Estimated Disputed Adjustments. Such determination will be made within 15 calendar days after the date on which the Accounting Referee receives notice of the Disputed Adjustments, or as soon thereafter as possible. The Initial Closing Balance Sheet, Parent shall pay Sheet will then be amended to Stockholders’ Representative (for distribution to reflect the Stockholders) such difference. In addition, as determination of the time final value of such payment, all Working Capital Escrowed Funds each of the Disputed Adjustments and any other property held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders). (ii) To the extent that the calculation of Working Capital in will become the Final Closing Balance Sheet is less than the calculation of Working Capital set forth in the Estimated Closing Balance Sheet. The fees, the difference shall be delivered to Parent from the Working Capital Escrow Account pursuant to the terms costs and expenses of the Escrow Agreement Accounting Referee in conducting such review will be paid equally by Buyer and this Section 3.03by Seller. To the extent such difference in the Estimated Closing Balance Sheet from the The Final Closing Balance Sheet exceeds will be deemed to be and will be conclusive and binding on the Working Capital Escrowed Funds held in the Working Capital Escrow Account, the Stockholders’ Representative shall deliver such excess amounts parties to Parent on behalf this Agreement for purposes of determining any adjustment of the Stockholders. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet is less than the Working Capital Escrowed Funds held in the Working Capital Escrow Account, after payment of the difference Purchase Price pursuant to Parent, the remaining funds held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders)this Section 2.3.

Final Closing Balance Sheet. Parent shall have the right to audit the Estimated Closing Balance Sheet, including the calculation of Working Capital, within sixty No later than one hundred twenty (60120) calendar days of delivery of the Estimated Closing Balance Sheet. Within sixty (60) calendar days after the Closing Date, the Parent and the Company shall cause an independent accounting firm acceptable to the Parent and Stockholders’ Representative to prepare and Buyer will deliver to Parent and Stockholders’ Representative an audited balance sheet of Seller the Company as of the final Closing Date Balance Sheet (the “Final Closing Balance Sheet”), which shall be prepared on ) and the same basis and in calculations of the same form as the Estimated Closing Balance Sheet. After delivery of Final Net Working Capital based upon the Final Closing Balance Sheet, as well as the Final Closing Date Indebtedness, the Final Transaction Expenses, the Final Cash Consideration delivered and Cash Equivalents and the Final Pension and Retiree Liability. The Final Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied using the Company Accounting Principles; provided, however, that all accounts receivable amounts will reflect the most recent information available regarding the value of receivables subject to any provisional pricing arrangements; and provided, further, that in the event of a conflict between consistency with the Company Accounting Principles and compliance with GAAP, except for the Company Accounting Principles set forth on Schedule 1.06(a), compliance with GAAP shall control. The Final Closing Balance Sheet shall be accompanied by a statement (the “Final Sales Statement”) of each Final Sale of ammonium sulfate that was a Provisional Sale as of immediately prior to the Closing, including the tonnage and Final Sales Price thereof. Additionally, Seller shall direct Buck Consultants, LLC and PricewaterhouseCoopers LLP to prepare the calculation of the Final Pension and Retiree Liability as of the Closing shall be adjusted as follows (Date by Buck Consultants, LLC updating the “Final Cash Consideration Adjustment”): (i) To Pension Reports for the extent that Pension Underfunding and PricewaterhouseCoopers LLP updating the calculation of Working Capital Actuarial Valuation for the Retiree Obligation, in the Final Closing Balance Sheet is greater than the calculation of Working Capital set forth in the Estimated Closing Balance Sheet, Parent shall pay to Stockholders’ Representative (for distribution to the Stockholders) such difference. In additioneach case, as of the time Closing Date using the same methodology as was used to prepare the Pension Reports and Actuarial Valuation. Seller shall direct such firms to deliver such calculation to Buyer and Seller no later than one hundred twenty (120) days after the Closing Date. The Final Pension and Retiree Liability, as determined by Buck Consultants, LLC and PricewaterhouseCoopers LLP, shall be final, conclusive and binding on the parties, absent manifest error. The cost of such paymentupdates prepared by Buck Consultants, all Working Capital Escrowed Funds LLC and any other property held in the Working Capital Escrow Account PricewaterhouseCoopers LLP shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders)paid by Seller. (ii) To the extent that the calculation of Working Capital in the Final Closing Balance Sheet is less than the calculation of Working Capital set forth in the Estimated Closing Balance Sheet, the difference shall be delivered to Parent from the Working Capital Escrow Account pursuant to the terms of the Escrow Agreement and this Section 3.03. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet exceeds the Working Capital Escrowed Funds held in the Working Capital Escrow Account, the Stockholders’ Representative shall deliver such excess amounts to Parent on behalf of the Stockholders. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet is less than the Working Capital Escrowed Funds held in the Working Capital Escrow Account, after payment of the difference to Parent, the remaining funds held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders).

Final Closing Balance Sheet. Parent shall have Upon receipt of the right to audit the Estimated Initial Closing Balance Sheet, including Buyer and its independent accountants will be permitted during the calculation succeeding 35 day period to examine the books and records of Working Capital, within sixty (60) calendar days of delivery of Seller and the Estimated work papers prepared by Seller or Seller's accountants. If Buyer agrees to the Initial Closing Balance Sheet. Within sixty (60) calendar days after the Closing Date, the Parent and the Company shall cause an independent accounting firm acceptable to the Parent and Stockholders’ Representative to prepare and deliver to Parent and Stockholders’ Representative an audited balance sheet of the Company as of the Closing Date (the “Final Closing Balance Sheet”), which shall be prepared on the same basis and in the same form as the Estimated Closing Balance Sheet. After delivery of it will become the Final Closing Balance Sheet. If Buyer does not agree to the Initial Closing Balance Sheet it will within 35 calendar days after delivery of the Initial Closing Balance Sheet by Seller, prepare and deliver to Seller a list of disputed adjustments (the "Disputed Adjustments") Buyer believes should have been recorded on the Initial Closing Balance Sheet, specifying the amount of each Disputed Adjustment which Buyer believes should have been reflected on the Initial Closing Balance Sheet. Buyer and Seller will use their best efforts to resolve the Disputed Adjustments. If Buyer and Seller are able to reach an agreement on the Disputed Adjustments, the Cash Consideration delivered as of the Initial Closing shall Balance Sheet will be adjusted as follows (the “Final Cash Consideration Adjustment”): (i) To the extent that the calculation of Working Capital in amended to reflect such agreement and will become the Final Closing Balance Sheet is Sheet. If Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within seven calendar days after receipt by Seller of the Disputed Adjustments, then the Disputed Adjustments will be immediately submitted by Buyer and Seller to their independent public accountants, and the parties will use their reasonable efforts to cause their accountants to promptly review and assist the parties in resolving the Disputed Adjustments. Buyer and Seller will each be responsible for the fees, costs and expenses of their respective independent accountants. If the independent accountants for Buyer and Seller are unable to reach an agreement on the Disputed Adjustments within seven calendar days after receipt by Buyer's independent accountant of such Disputed Adjustments, then the Disputed Adjustments will be resolved by a nationally-recognized firm of certified public accountants mutually acceptable to the independent accountants of Buyer and Seller (the "Accounting Referee"). The parties will use their reasonable efforts to cause the Accounting Referee to promptly review the Disputed Adjustments and determine the final value of each of the Disputed Adjustments. In making such determination, the Accounting Referee will consider only the items or amounts in dispute (and any other items or amounts relating thereto), and the determination of each Disputed Adjustment's value, as so computed, will not, in any event, be less than zero or greater than the calculation amount of Working Capital set forth in such Disputed Adjustment. Such determination will be made within 30 calendar days after the Estimated date on which the Accounting Referee receives notice of the Disputed Adjustments, or as soon thereafter as possible. The Initial Closing Balance Sheet, Parent shall pay Sheet will then be amended to Stockholders’ Representative (for distribution to reflect the Stockholders) such difference. In addition, as determination of the time final value of such payment, all Working Capital Escrowed Funds each of the Disputed Adjustments and any other property held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders). (ii) To the extent that the calculation of Working Capital in will become the Final Closing Balance Sheet is less than the calculation of Working Capital set forth in the Estimated Closing Balance Sheet. The fees, the difference shall be delivered to Parent from the Working Capital Escrow Account pursuant to the terms costs and expenses of the Escrow Agreement Accounting Referee in conducting such review will be paid equally by Buyer and this Section 3.03by Seller. To the extent such difference in the Estimated Closing Balance Sheet from the The Final Closing Balance Sheet exceeds will be deemed to be and will be conclusive and binding on the Working Capital Escrowed Funds held in the Working Capital Escrow Account, the Stockholders’ Representative shall deliver such excess amounts parties to Parent on behalf this Agreement for purposes of determining any adjustment of the Stockholders. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet is less than the Working Capital Escrowed Funds held in the Working Capital Escrow Account, after payment of the difference Purchase Price pursuant to Parent, the remaining funds held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders)this Section 2.2.

Final Closing Balance Sheet. Parent shall have the right to audit the Estimated Closing Balance Sheet, including the calculation of Working Capital, within (a) Not later than sixty (60) calendar days of delivery of the Estimated Closing Balance Sheet. Within sixty (60) calendar days after the Closing Date, the Parent Buyer shall cause the balance sheet of the Company to be prepared as of the Closing Date in accordance with GAAP and using the same accounting methods, policies, practices and procedures used in the preparation of the balance sheets included in the Financial Statements, and shall deliver such balance sheet to the Seller (the “Preliminary Closing Balance Sheet”), which balance sheet shall include the Buyer’s calculation (the “Preliminary Purchase Price Calculation”) of the Company Closing Tangible Assets of the Company as of the Closing Date, the adjustments to the Purchase Price, if any, pursuant to Section 2.2(b) and the Company Purchase Price giving effect to such adjustments. (b) If, within thirty (30) days following its receipt of the Preliminary Closing Balance Sheet and the Preliminary Purchase Price Calculation, the Seller does not dispute the Preliminary Closing Balance Sheet or the Preliminary Purchase Price Calculation, the Preliminary Closing Balance Sheet shall cause an independent accounting firm acceptable be deemed to be the Parent and Stockholders’ Representative to prepare and deliver to Parent and Stockholders’ Representative an audited balance sheet of the Company as of the Closing Date (the “Final Closing Balance Sheet”), which ) and the Purchase Price set forth in the Preliminary Purchase Price Calculation shall be prepared on final. (c) In the same basis and event the Seller has any dispute with regard to the Preliminary Closing Balance Sheet or the Preliminary Purchase Price Calculation, such dispute shall be resolved in the same form as following manner. The Seller shall notify the Estimated Buyer in writing of such dispute within thirty (30) days after the Seller’s receipt of the Preliminary Closing Balance Sheet, which notice shall specify in reasonable detail the nature of the dispute. (i) During the thirty (30) day period following the Buyer’s receipt of such notice, the Buyer and the Seller shall attempt to resolve such dispute and to determine the final calculation of Purchase Price. (ii) If, at the end of the thirty (30) day period specified in subsection (c)(i) above, the Buyer and the Seller shall have failed to reach a written agreement with respect to all or a portion of such dispute (those items that remain in dispute at the end of such period are the “Unresolved Changes”), the matter shall be referred to an accounting firm jointly selected by the Seller’s accountants and the Buyer’s accountants (the “Outside Accountants”) for review and resolution of any and all matters (but only such matters) which remain in dispute. After delivery The Buyer and the Seller shall instruct their respective accountants to select the Outside Accountants in good faith within ten (10) days. If either the Buyer’s or the Seller’s accountants shall not be willing to select the Outside Accountants within such ten (10) day period, the other accountant shall select the Outside Accountants. If the Buyer’s or the Seller’s accountants cannot agree upon the Outside Accountants within such ten (10) day period, within an additional five (5) days, they shall each designate an Outside Accountant who has not performed work in the last two years for either the Seller or the Buyer and the Outside Accountants shall be selected by lot from those two accounting firms. If only one of the Seller’s and the Buyer’s accountants shall so designate a name of an accounting firm for selection by lot, such accounting firm so designated shall be the Outside Accountants. (iii) Each party hereto agrees to execute, if requested by the Outside Accountants, a reasonable engagement letter. All fees and expenses relating to the work, if any, to be performed by the Outside Accountants shall be borne pro rata by the Seller and the Buyer in inverse proportion to the allocation of the dollar amount of the Unresolved Changes, in the aggregate, between the Buyer and the Seller made by the Outside Accountants such that the party with whom the Outside Accountants agree more closely pays a lesser proportion of the fees and expenses. The Outside Accountants shall act as an arbitrator to determine, based solely on the provisions of this Agreement and the presentations by the Seller and the Buyer, or Representatives thereof, and not by independent review, only the resolution of the Unresolved Changes. The Outside Accountants’ resolution of the Unresolved Changes, which for each of the Unresolved Changes shall be within the range of values of the amount claimed by either party as to any of the Unresolved Changes, shall be made within thirty (30) days of the submission of the Unresolved Changes to the Outside Accountants, shall be set forth in a written statement delivered to the Seller and the Buyer and shall be deemed to be mutually agreed upon by the Buyer and the Seller for all purposes of this Agreement. Any changes to the Preliminary Closing Balance Sheet resulting from such resolution of the Unresolved Changes shall be made, and such Preliminary Closing Balance Sheet, as so changed shall be the Final Closing Balance Sheet and the calculation of Purchase Price therefrom shall be final and binding for all purposes hereunder. (d) At all times prior to the final determination of the Final Closing Balance SheetSheet and the Purchase Price, the Cash Consideration delivered as of Buyer shall, and shall cause the Closing shall be adjusted as follows (Company to cooperate fully with the “Final Cash Consideration Adjustment”): (i) To Seller and the extent that Seller’s authorized Representatives, including providing, on a timely basis, all information necessary or useful in reviewing the calculation of Working Capital in the Final Closing Balance Sheet is greater than the calculation of Working Capital set forth in the Estimated Preliminary Closing Balance Sheet, Parent shall pay to Stockholders’ Representative (for distribution to the Stockholders) such difference. In addition, as and require Company Employees who become employees of the time of such payment, all Working Capital Escrowed Funds Buyer to assist the Seller and any other property held the Seller’s authorized representatives in the Working Capital Escrow Account shall be distributed to review of the Stockholders’ Representative (for distribution to the Stockholders). (ii) To the extent that the calculation of Working Capital in the Final Closing Balance Sheet is less than the calculation of Working Capital set forth in the Estimated Preliminary Closing Balance Sheet, the difference shall be delivered to Parent from the Working Capital Escrow Account pursuant to the terms of the Escrow Agreement and this Section 3.03. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet exceeds the Working Capital Escrowed Funds held in the Working Capital Escrow Account, the Stockholders’ Representative shall deliver such excess amounts to Parent on behalf of the Stockholders. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet is less than the Working Capital Escrowed Funds held in the Working Capital Escrow Account, after payment of the difference to Parent, the remaining funds held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders).

Final Closing Balance Sheet. Parent shall have the right to audit the Estimated Closing Balance Sheet, including the calculation of Working Capital, within sixty (60a) calendar days of delivery of the Estimated Closing Balance Sheet. Within sixty (60) calendar days after After the Closing Date, the Parent and the Company HBC shall cause an independent accounting firm acceptable to the Parent and Stockholders’ Representative to prepare and deliver to Parent and Stockholders’ Representative an audited a consolidated balance sheet of the Company as of the close of business on the Closing Date (the “Final Closing Balance Sheet”), which . The Closing Balance Sheet shall be prepared on in accordance with GAAP; provided, however, that to the same basis extent that any modifications and in the same form as suggestions of HBC are incorporated into the Estimated Closing Balance SheetSheet pursuant to the procedure described in Section 1.04(a), HBC may not treat such modifications and suggestions in the Closing Balance Sheet in a manner that is inconsistent with the Estimated Closing Balance Sheet and that would cause a reduction in Tangible Stockholders’ Equity. After delivery For the avoidance of doubt, the Closing Balance Sheet shall include, and the calculation of the Final Balance Sheet Adjustment Amount shall reflect, the payment or accrual of Third Party Expenses and amounts owed to participants under the BVF/CSNK Acquisition Corp. Management Retention Plan as a result of the Contemplated Transactions (and the related effect on the Tax accrual). HBC shall deliver the Closing Balance Sheet, Sheet and the Cash Consideration delivered as determination of the Balance Sheet Target minus the Tangible Stockholders’ Equity as shown on the Closing shall be adjusted as follows Balance Sheet (the “Final Cash Consideration Adjustment”): (i) To the extent that the calculation of Working Capital in the Final Closing Balance Sheet is greater than the calculation of Working Capital set forth in the Estimated Closing Balance Sheet, Parent shall pay to Stockholders’ Representative (for distribution to the StockholdersAdjustment Amount”) such difference. In addition, as of the time of such payment, all Working Capital Escrowed Funds and any other property held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative within ninety (90) days following the Closing Date. (b) The Stockholders’ Representative and its representatives shall, during reasonable business hours, be given reasonable access to (and copies of) all HBC’s books, records, and other documents, including work papers, worksheets, notes, and schedules, used in preparation of the Closing Balance Sheet and the determination of the Final Balance Sheet Adjustment Amount, for distribution the purpose of reviewing the Closing Balance Sheet and determination of the Final Balance Sheet Adjustment Amount, in each case, other than certain work papers that HBC considers proprietary, such as internal control documentation, engagement planning, time control and audit sign off, and quality control work papers. (c) If within thirty (30) days following delivery of the Closing Balance Sheet and the determination of the Final Balance Sheet Adjustment Amount to the Stockholders’ Representative, the Stockholders’ Representative has not given HBC notice of an objection as to any amounts set forth on the Closing Balance Sheet or the determination of the Final Balance Sheet Adjustment Amount (which notice shall state in reasonable detail the basis of the Stockholders’ Representative’s objections and the Stockholders’ proposed adjustments (the “Objection Notice”)), the Closing Balance Sheet and the determination of the Final Balance Sheet Adjustment Amount as prepared by HBC will be final, binding, and conclusive on HBC and the Stockholders. (d) If the Stockholders’ Representative timely gives HBC an Objection Notice and if the Stockholders’ Representative and HBC fail to resolve the issues raised in the Objection Notice within thirty (30) days after giving the Objection Notice, the Stockholders’ Representative and HBC shall submit the issues remaining in dispute for resolution to a recognized national or regional independent accounting firm mutually acceptable to HBC and the Stockholders’ Representative (the “Independent Accountants”). (iie) To HBC and the extent that Stockholders’ Representative shall negotiate in good faith in order to seek agreement on the calculation procedures to be followed by the Independent Accountants, including procedures with regard to the presentation of Working Capital evidence. If HBC and the Stockholders’ Representative are unable to agree upon procedures within ten (10) days of the submission to the Independent Accountants, the Independent Accountants shall establish such procedures giving due regard to the intention of the parties to resolve disputes as promptly, efficiently, and inexpensively as possible, which procedures may, but need not, be those proposed by either HBC or the Stockholders’ Representative. The Independent Accountants shall be directed to resolve only those issues in dispute and render a written report on their resolution of disputed issues with respect to the Final Closing Balance Sheet is less and the resulting Final Balance Sheet Adjustment Amount as promptly as practicable, but no later than sixty (60) days after the calculation date on which the Independent Accountants are engaged. The determination by the Independent Accountants will be based solely on written submissions of Working Capital HBC, on the one hand, and the Stockholders’ Representative, on the other hand, and will not involve independent review. Any determination of the Closing Balance Sheet or the Final Balance Sheet Adjustment Amount by the Independent Accountants will not be outside the range established by the amounts in (i) the Closing Balance Sheet and the determination of the Final Balance Sheet Adjustment Amount proposed by HBC, and (ii) the Stockholders’ Representative’s proposed adjustments thereto. Such determination will be final, binding, and conclusive on the parties as of the date of the determination notice sent by the Independent Accountants. (f) If issues are submitted to the Independent Accountants for resolution (i) the Stockholders’ Representative and HBC shall execute any agreement required by the Independent Accountants to accept their engagement pursuant to Section 1.05(e), (ii) the Stockholders’ Representative and HBC shall promptly furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its accountants or other Representatives, and shall be afforded the opportunity to present to the Independent Accountants, with a copy to the other party, any other written material relating to the disputed issues, (iii) the determination by the Independent Accountants, as set forth in a report to be delivered by the Independent Accountants to both the Stockholders’ Representative and HBC, will include the revised Closing Balance Sheet and Final Balance Sheet Adjustment Amount, reflecting the changes required as a result of the determination made by the Independent Accountants, and (iv) the Stockholders’ Representative and HBC shall each bear one-half of the fees and costs of the Independent Accountants; provided, however, that the engagement agreement referred to in clause (i) above may require the parties to be bound jointly and severally to the Independent Accountants for those fees and costs, and in the event the Stockholders’ Representative or HBC pay to the Independent Accountants any amount in excess of one-half of the fees and costs of its engagement, the other party(ies) agree(s) to reimburse the Stockholders’ Representative or HBC, as applicable, upon demand, to the extent required to equalize the payments made by the Stockholders’ Representative and HBC with respect to the fees and costs of the Independent Accountants. (g) If (i) the Final Balance Sheet Adjustment Amount is zero or a positive amount (A) HBC shall pay the Stockholders the amount, if any, that the Estimated Balance Sheet Adjustment Amount exceeds the Final Balance Sheet Adjustment Amount, or (B) the Stockholders shall pay HBC the amount, if any, that the Final Balance Sheet Adjustment Amount exceeds the Estimated Balance Sheet Adjustment Amount, and (ii) if the Final Balance Sheet Adjustment Amount is a negative amount, then HBC shall pay the Stockholders an amount equal to (A) the Estimated Balance Sheet Adjustment Amount, plus (B) the amount by which Tangible Stockholders’ Equity as shown on the Closing Balance SheetSheet exceeds the Balance Sheet Target ((i) and (ii)), (the “Settlement Amount”). The Settlement Amount shall be paid within five (5) business days after the Closing Balance Sheet and Final Balance Sheet Adjustment Amount become binding on the parties pursuant to this Section 1.05. If the Settlement Amount is required to be paid by HBC, HBC shall wire the Settlement Amount to the Stockholders in accordance with their Pro Rata Percentage and the wire instructions set forth on the Spreadsheet. If the Settlement Amount is required to be paid by the Stockholders, the difference Stockholders Representative shall be delivered to Parent collect from the Working Capital Stockholders their respective Pro Rata Percentage of the Settlement Amount and shall remit the Settlement Amount to HBC by wire transfer pursuant to wire instructions furnished by HBC. If the Stockholders fail to timely remit the Settlement Amount, if owed, to HBC, HBC may at its sole option make a claim against the Escrow Account, provided, however, that HBC may seek recovery of the Settlement Amount from the Stockholders to replenish the Escrow Account in the amount of such claim. If HBC elects to make a claim against the Escrow Account pursuant to the terms of the Escrow Agreement and this Section 3.03. To the extent such difference in the Estimated Closing Balance Sheet from the Final Closing Balance Sheet exceeds the Working Capital Escrowed Funds held in the Working Capital Escrow Accountpreceding sentence, the Stockholders’ Representative shall deliver such excess amounts execute a joint instruction with HBC to Parent on behalf of direct the Stockholders. To the extent such difference in the Estimated Closing Balance Sheet Escrow Agent to release cash from the Final Closing Balance Sheet is less than the Working Capital Escrowed Funds held in the Working Capital Escrow Account, after payment of the difference to Parent, the remaining funds held in the Working Capital Escrow Account shall be distributed to the Stockholders’ Representative (for distribution to the Stockholders).