Common use of Post-Closing Determination Clause in Contracts

Post-Closing Determination. Within 90 days after the Closing -------------------------- Date, the Purchaser and its auditors will conduct a review (the "Closing ------- Review") of the Net Assets as of the close of business on the day before the ------ Closing Date and will prepare and deliver to the Seller a computation of the amount of the Net Assets as of the close of business on the day before the Closing Date (the "Draft Balance Sheet"). The Purchaser and its auditors will ------------------- make available to the Seller and its auditors all records and work papers used in preparing the Draft Balance Sheet. If the Seller disagrees with the computation of the Net Assets reflected on the Draft Balance Sheet, the Seller may, within thirty (30) days after receipt of the Draft Balance Sheet, deliver a notice (an "Objection Notice") to the Purchaser setting forth the Seller's ---------------- calculation of the amount of the Net Assets as of the close of business on the day before the Closing Date. The Purchaser and the Seller will use reasonable best efforts to resolve any disagreements as to the computation of the Net Assets, but if they do not obtain a final resolution within thirty (30) days after the Purchaser has received the Objection Notice, the Purchaser and the Seller will jointly retain an independent accounting firm of recognized national or regional standing (the "Firm") to resolve any remaining disagreements. If the ---- Purchaser and the Seller are unable to agree on the choice of the Firm, then the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller will direct the Firm to render a determination within 30 days of its retention and the Purchaser, the Seller, the Stockholders and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Balance Sheet set forth in the Objection Notice which the Purchaser and the Seller are unable to resolve. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review), and on the definition of Net Assets included herein. The determination of the Firm will be conclusive and binding upon the Purchaser, the Seller and the Stockholders. The Purchaser and the Seller shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The amount of the Net Assets, as finally determined pursuant to this Section 2.2(b), is referred to herein as the "Actual Net Assets." -----------------

Post-Closing Determination. Within No later than 90 days after the Closing -------------------------- Date, the Purchaser and its auditors will conduct a review (the "Closing ------- Review") of the Net Assets as of the close of business on the day before the ------ Closing Date and Purchaser's independent auditors, PricewaterhouseCoopers, will prepare and deliver to the Seller a computation Closing Date balance sheet reflecting the assets and liabilities of the amount Division transferred to and assumed by Purchaser and its Affiliates and reflecting the Net Asset Value of the Net Assets as of the close of business on the day before the Closing Date Division (the "Draft Closing Date Balance Sheet"). The Purchaser and its auditors will ------------------- make available to the Seller and its auditors all records and work papers used in preparing the Draft Balance Sheet. If the Seller disagrees with the computation calculation of the Net Assets Asset Value of the Division reflected on the Draft Closing Date Balance Sheet, the Seller may, within thirty (30) 30 days after receipt of the Draft Closing Date Balance Sheet, deliver a notice (an "Objection Notice") to the Purchaser setting forth any such disagreement. If Seller does not deliver an Objection Notice within such 30 day period, then the Seller's ---------------- calculation Net Asset Value set forth on the Draft Closing Date Balance Sheet shall be deemed final and conclusive and binding on each of the amount of the Net Assets as of the close of business on the day before the Closing Dateparties. The Purchaser and the Seller will use commercially reasonable best efforts to resolve any disagreements as to the computation calculation of the Net AssetsAsset Value of the Division, but if they do not obtain a final resolution within thirty (30) no later than 45 days after the Purchaser has received Purchaser's receipt of the Objection Notice, the Purchaser and the Seller will mutually agree upon and jointly retain an independent accounting firm of recognized national either KPMG Peat Marwick or regional standing Deloitte & Touche (the "Firm") to resolve any remaining disagreements. If the ---- Purchaser and the Seller are unable to agree on the choice of the Firm, then one of the Firm two aforementioned accounting firms will be a "big-six" accounting firm selected by lot (after excluding one firm designated by the lot. Purchaser and one firm designated by the Seller). The Purchaser and the Seller will direct the Firm to render a determination within 30 days of its retention and the Purchaser, the Seller, the Stockholders Seller and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in with respect to the Draft Closing Date Balance Sheet set forth in the Objection Notice which the Purchaser and the Seller are unable to resolve. Purchaser and Seller shall each make written submissions to the Firm promptly (and in any event no later than 15 days after the Firm's engagement), which submissions shall contain such party's computation of the Net Asset Value and information, arguments, and support for such party's position. The Firm shall review such submissions and base its determination solely on such submissions. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review), and on the definition of the Net Assets Asset Value included herein. The determination of the Firm will be conclusive and binding upon the Purchaser, the Seller and the Stockholders. The Purchaser and the Seller. Purchaser and Seller shall each bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such partyparty (e.g., if Purchaser makes a claim for $1,000 and Seller only contests $500 of the amount claimed by Purchaser, and if the Firm resolves the dispute by awarding Purchaser $300 of the $500 contested, then the Firm's costs and expenses will be allocated 60% to Seller and 40% to Purchaser). The amount of the Net Assets, Asset Value as finally determined pursuant to this Section 2.2(b), 1.4(b) is referred to herein as the "Actual Net AssetsAsset Value" and the final balance sheet on which it is reflected as the "Closing Date Balance Sheet." -----------------"

Post-Closing Determination. Within 90 thirty (30) days after the Closing -------------------------- Date, the Purchaser and its auditors will conduct a review (the "Closing ------- Review") of the Net Assets as of the close of business on the day before the ------ Closing Date and will Buyer shall prepare and deliver to the Seller a computation of the amount of statement setting forth the Net Assets Working Capital as of the close open of business on the day before the Closing Date (the "Draft Balance SheetClosing Net Working Capital Statement"). The Purchaser and its auditors will ------------------- make available During the period of any dispute with respect to the application of this Section 3.3, the Buyer shall provide the Seller full access to the books, records, facilities and its auditors all records employees of the Business, and work papers used in preparing shall cooperate with the Draft Balance SheetSeller to the extent reasonably requested by the Seller to investigate the basis for such dispute. Not later than thirty (30) calendar days after receipt of the Closing Net Working Capital Statement, the Seller shall provide the Buyer with a list of those items, if any, to which the Seller takes exception and the Seller's proposed adjustment (the "Proposed Adjustments"). If the Seller disagrees with fails to deliver to the computation Buyer the Proposed Adjustments within thirty (30) calendar days following receipt of the Closing Net Assets reflected on the Draft Balance SheetWorking Capital Statement, the Seller mayshall be deemed to have accepted the Closing Net Working Capital Statement for the purposes of any Purchase Price adjustment under Section 3.3(c) hereof. If the Buyer does not give the Seller notice of objections within thirty (30) calendar days following receipt of the Proposed Adjustments, the Buyer shall be deemed to have accepted the Proposed Adjustments for the purposes of any Purchase Price adjustment under Section 3.3(c) hereof. If the Buyer gives the Seller notice of objections to the Proposed Adjustments, and if the Buyer and the Seller are unable, within fifteen (15) calendar days after receipt by the Seller of the notice by the Buyer of objections, to resolve the disputed exceptions, such disputed exceptions, together with a written summary of the present dispute and a good faith proposal as to what the final determination should be, will be referred to a nationally recognized firm of independent certified public accountants mutually acceptable to the Buyer and the Seller ("Independent Accounting Firm") within thirty (30) days after receipt of the Draft Balance Sheetthereafter. The Independent Accounting Firm shall, within sixty (60) days following its selection, deliver a notice (an "Objection Notice") to the Purchaser setting forth the Seller's ---------------- calculation of the amount of the Net Assets as of the close of business on the day before the Closing Date. The Purchaser Buyer and the Seller will use reasonable best efforts to resolve any disagreements as to the computation of the Net Assets, but if they do not obtain a final resolution within thirty (30) days after the Purchaser has received the Objection Notice, the Purchaser and the Seller will jointly retain an independent accounting firm of recognized national or regional standing (the "Firm") to resolve any remaining disagreements. If the ---- Purchaser and the Seller are unable to agree on the choice of the Firm, then the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller will direct the Firm to render a determination within 30 days of its retention and the Purchaser, the Seller, the Stockholders and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Balance Sheet set forth in the Objection Notice which the Purchaser and the Seller are unable to resolve. In resolving any written report determining such disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review)exceptions, and on the definition of Net Assets included herein. The determination of the Firm its determinations will be conclusive and binding upon the Purchaserparties thereto for the purposes of any Purchase Price adjustment under Section 3.3(c) hereof. To the extent appropriate, the Seller determinations of the Independent Accounting Firm shall be made and articulated in accordance with GAAP consistently applied with the Seller's past practices. The fees and disbursements of the Independent Accounting Firm shall be shared equally by the Buyer and the Stockholders. The Purchaser and the Seller shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The amount of the Net Assets, as finally determined pursuant to this Section 2.2(b), is referred to herein as the "Actual Net AssetsSeller." -----------------

Post-Closing Determination. Within 90 As promptly as possible following the Closing Date, but in any event within ninety (90) days after the Closing -------------------------- Date, the Purchaser and its auditors will conduct a review (the "Closing ------- Review") of the Net Assets as of the close of business on the day before the ------ Closing Date and will Buyer shall prepare and deliver to the Seller a computation reasonably detailed statement setting forth (i) the Buyer’s good faith determinations of the amount Cash Amount, the Net Working Capital Amount, the Indebtedness Amount, the Seller Transaction Expenses, the Target Cash Amount and the Retained Earnings and (ii) the Buyer’s calculation of the Net Assets as of Purchase Price (collectively, the close of business on the day before the Closing Date (the "“Draft Balance Sheet"Computation”). The Purchaser Draft Computation shall be prepared in accordance with the Parent Accounting Principles and its auditors in a form and format consistent with the Sample Closing Statement. The Buyer will ------------------- make available to the Seller and its auditors all records and work papers advisors reasonable supporting underlying documentation used in preparing the preparation of the Draft Balance SheetComputation (including work papers, subject to the execution of customary access letters). If the Seller disagrees with the computation any aspect of the Net Assets reflected on the Draft Balance SheetComputation, the Seller may, within thirty (30) days after receipt of the Draft Balance SheetComputation, deliver a reasonably detailed notice (an "“Objection Notice"”) to the Purchaser Buyer setting forth the Seller's ---------------- ’s determination of the Cash Amount, Net Working Capital Amount, the Indebtedness Amount, the Seller Transaction Expenses, the Target Cash Amount and the Retained Earnings, and the Seller’s calculation of the amount Purchase Price. If the Seller does not deliver an Objection Notice to the Buyer within thirty (30) days after receipt of the Net Assets Draft Computation, then the parties hereto will be deemed to have agreed to the Draft Computation and the components of such Draft Computation shall be deemed to be finally determined as of the close of business on the day before the Closing Dateset forth therein. The Purchaser Buyer and the Seller will shall use commercially reasonable best efforts to resolve any disagreements as to the computation of Draft Computation and the Net AssetsObjection Notice, but if they do not obtain a final resolution within thirty (30) days after the Purchaser Buyer has received the Objection Notice, the Purchaser Buyer and the Seller will shall jointly retain an independent ▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP or another nationally recognized accounting firm of recognized national or regional standing mutually agreed to by the parties (the "“Firm"”) to resolve any remaining disagreements. If the ---- Purchaser The Buyer and the Seller are unable to agree on the choice of the Firm, then the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller will shall direct the Firm to render a determination within 30 thirty (30) days of after its retention retention, and the PurchaserBuyer, the Seller, the Stockholders Seller and their respective agents will shall cooperate in good faith with the Firm during its engagement. The Firm will may consider only those items and amounts in the Draft Balance Sheet set forth in the Computation or Objection Notice which the Purchaser Buyer and the Seller are unable to resolveresolve and shall act as an expert and not as an arbiter. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm's ’s determination will shall be based solely on written submissions or oral presentations (provided that there shall be no ex parte communications) by the Purchaser Buyer and the Seller (i.e., not on independent review), ) and on the definition of Net Assets definitions included herein. The Seller and the Buyer shall give each other copies of any written submissions at the same time as they are submitted to the Firm. The determination of the Firm will shall be conclusive and binding upon the Purchaser, the Seller Buyer and the StockholdersSeller. The Purchaser and Until the Seller shall bear Firm makes its determination, the costs and expenses of the Firm shall be borne equally by the Buyer, on the one hand, and the Seller, on the other hand; provided that, when the Firm makes its determination, the costs and expenses of the Firm shall be allocated between the Seller, on the one hand, and the Buyer, on the other hand, based on upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The For example, if the Seller claims the Net Working Capital Amount is $1,000 greater than the amount determined by the Buyer, and the Buyer contests only $500 of the Net Assetsamount claimed by the Seller, as finally determined pursuant and if the Firm ultimately resolves the dispute by awarding the Seller $300 of the $500 contested, then the costs and expenses of arbitration will be allocated 60% (i.e., 300 ÷ 500) to this Section 2.2(b)the Buyer and 40% (i.e., is referred 200 ÷ 500) to herein as the "Actual Net AssetsSeller." -----------------

Post-Closing Determination. (i) Within 90 eighty (80) days after the Closing -------------------------- Date, the Purchaser and its auditors Buyer will conduct a review (the "Closing ------- Review") of the Net Assets Working Capital as of the close of business on the day before immediately preceding the ------ Closing Date and will prepare and deliver to the Seller Shareholders’ Representative a computation of the amount of the Net Assets Working Capital as of the close of business on the day before immediately preceding the Closing Date (the "“Draft Balance Sheet"Working Capital Statement”), and will deliver to the Shareholders’ Representative a certificate, signed by a senior officer of the Company, setting forth the calculation thereof. The Purchaser and its auditors will ------------------- Buyer will, upon request of the Shareholders’ Representative, make available to the Seller Shareholders’ Representative and its auditors his auditors, all books, records and work papers used in preparing the Draft Balance Sheet. Working Capital Statement. (ii) If the Seller Shareholders’ Representative disagrees with the Buyer’s computation of the Net Assets Working Capital reflected on the Draft Balance SheetWorking Capital Statement, the Seller Shareholders’ Representative may, within thirty (30) days after receipt of the Draft Balance SheetWorking Capital Statement, deliver a notice (an "“Objection Notice"”) to the Purchaser Buyer setting forth the Seller's ---------------- Shareholders’ Representative’s disagreements in reasonable detail with respect to the calculation of the amount Working Capital. If the Shareholders’ Representative fails to deliver an Objection Notice by the end of such thirty (30) day period, the Net Assets as Shareholders’ Representative shall be deemed to have accepted the Buyer’s calculation of Working Capital. If an Objection Notice is delivered, the close of business Buyer, on the day before the Closing Date. The Purchaser one hand, and the Seller Shareholders’ Representative, on the other hand, will use reasonable best efforts to resolve any disagreements as to the computation of the Net AssetsWorking Capital, but if they do not obtain a final resolution within thirty fifteen (3015) days after the Purchaser Buyer has received the Objection Notice, either the Purchaser and Buyer or the Seller will jointly retain an independent Shareholders’ Representative may refer the disagreements to the accounting firm of recognized national or regional standing BKD, LLP (the "“Firm") ”), to resolve any remaining disagreements. If the ---- Purchaser The Buyer and the Seller are unable to agree on the choice of the Firm, then the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller Shareholders’ Representative will direct the Firm to render a determination within 30 thirty (30) days of its retention retention, and the PurchaserBuyer, the Seller, the Stockholders Shareholders’ Representative and their respective employees and agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Balance Sheet Working Capital Statement set forth in the Objection Notice Notice, which the Purchaser Buyer and the Seller Shareholders’ Representative are unable to resolve. The Buyer, on the one hand, and the Shareholders’ Representative, on the other hand, shall each submit a binder to the Firm promptly (and in any event within fifteen (15) days after the Firm’s engagement), which binder shall contain their respective computations of Working Capital and information, arguments and support for their respective positions. The Firm shall review such binders and base its determination solely on them in accordance with GAAP and in accordance with the definition of Working Capital set forth herein. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party the Buyer or the Shareholders’ Representative, or less than the smallest value for such item claimed by either party. The Firm's determination will be based solely on presentations by the Purchaser and Buyer or the Seller (i.e., not on independent review), and on the definition of Net Assets included hereinShareholders’ Representative. The determination of by the Firm will be conclusive and binding upon the PurchaserBuyer, the Seller Company and the Stockholders. The Purchaser and the Seller shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such partyShareholders. The amount of the Net Assets, Working Capital as finally determined pursuant to this Section 2.2(b), 1.01(c)(ii) is referred to herein as “Actual Working Capital.” (iii) The cost of the "Actual Net Assetsdetermination of the disputed items by the Firm shall be borne one-half (1/2) by the Shareholders on the one hand (which amount shall be paid from the Escrow Amount), and one-half (1/2) by the Buyer on the other hand." -----------------

Post-Closing Determination. Within 90 days after the Closing -------------------------- Date, the Purchaser and its auditors will conduct a review (the "Closing ------- ReviewCLOSING REVIEW") of the Cash Amount, the Indebtedness Amount and the Net Assets as of the close of business on the day before the ------ Closing Date Working Capital Amount and will prepare and deliver to the Seller a computation of the amount of the Net Assets as of the close of business on the day before the Closing Date such amounts (the "Draft Balance SheetDRAFT COMPUTATIONS"). The Draft Computation shall be prepared from the Company's books and records, which in return shall be prepared in accordance with GAAP, consistently applied. The Purchaser and its auditors will ------------------- make available to the Seller and its auditors all records and work papers used in preparing the Draft Balance SheetComputations. If the Seller disagrees with the computation of the Cash Amount, the Indebtedness Amount or the Net Assets Working Capital Amount reflected on in the Draft Balance SheetComputations, the Seller may, within thirty (30) 30 days after receipt of the Draft Balance SheetComputations, deliver a notice (an "Objection NoticeOBJECTION NOTICE") to the Purchaser setting forth the Seller's ---------------- calculation of the amount of Cash Amount, the Indebtedness Amount and the Net Assets as of the close of business on the day before the Closing DateWorking Capital Amount. The Purchaser and the Seller will use reasonable best efforts to resolve any disagreements as to the computation of the Cash Amount, the Indebtedness Amount and the Net AssetsWorking Capital Amount, but if they do not obtain a final resolution within thirty (30) 30 days after the Purchaser has received the Objection Notice, the Purchaser and the Seller will jointly retain an independent accounting firm of recognized national or regional standing (the "FirmFIRM") to resolve any remaining disagreements. If the ---- Purchaser and the Seller are unable to agree on the choice of the Firm, then the Firm will be a "big-sixfive" accounting firm (or a successor) selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Purchaser and the Seller will direct the Firm to render a determination within 30 days of its retention and the Purchaser, the Seller, the Stockholders and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Balance Sheet set forth in the Objection Notice which the Purchaser and the Seller are unable to resolve. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review), and on the definition of Net Assets included herein. The determination of the Firm will be conclusive and binding upon the Purchaser, the Seller and the Stockholders. The Purchaser and the Seller shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The amount of the Net Assets, as finally determined pursuant to this Section 2.2(b), is referred to herein as the "Actual Net Assets." -----------------

Post-Closing Determination. Within 90 days after the Closing -------------------------- Date, the Purchaser Buyer and its auditors shall prepare, and deliver to the Representative, (i) the Buyer's determinations of Closing Working Capital, Closing Cash and Closing Indebtedness, and (ii) the Buyer's calculation of the Actual Purchase Price (collectively, the "Draft Computation"). The Buyer and its auditors will conduct a review (the "Closing ------- Review") of the Net Assets as of the close of business on the day before the ------ Closing Date and will prepare and deliver to the Seller a computation of the amount of the Net Assets as of the close of business on the day before the Closing Date (the "Draft Balance Sheet"). The Purchaser and its auditors will ------------------- make available to the Seller Representative and its auditors all records and work papers used in preparing the Draft Balance SheetComputation. If the Seller Representative disagrees with the computation any aspect of the Net Assets reflected on the Draft Balance SheetComputation, the Seller Representative may, within thirty (30) 60 days after receipt of the Draft Balance SheetComputation, deliver a notice (an "Objection Notice") to the Purchaser Buyer setting forth the SellerRepresentative's ---------------- determination of Closing Working Capital, Closing Cash and/or Closing Indebtedness and the Representative's calculation of the amount of the Net Assets as of the close of business on the day before the Closing DateActual Purchase Price. The Purchaser Buyer and the Seller will Representative shall use reasonable best efforts to resolve any disagreements as to the computation of Draft Computation and the Net AssetsObjection Notice, but if they do not obtain a final resolution within thirty (30) 60 days after the Purchaser Buyer has received the Objection Notice, the Purchaser Buyer and the Seller will Representative shall jointly retain an independent accounting firm of recognized national or regional standing (the "Firm") to resolve any remaining disagreements. If the ---- Purchaser Buyer and the Seller Representative are unable to agree on the choice of the Firm, then the Firm will shall be a "big-sixfive" accounting firm (or a successor) selected by lot (after excluding one firm designated by the Purchaser Buyer and one firm designated by the SellerRepresentative). The Purchaser Buyer and the Seller will Representative shall direct the Firm to render a determination within 30 days of after its retention and the PurchaserBuyer, the Seller, the Stockholders Representative and their respective agents will shall cooperate with the Firm during its engagement. The Firm will may consider only those items and amounts in the Draft Balance Sheet set forth in the Computation or Objection Notice which the Purchaser Buyer and the Seller Representative are unable to resolve. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm's determination will shall be based solely on presentations written submissions by the Purchaser Buyer and the Seller Representative (i.e., not on independent review), ) and on the definition of Net Assets definitions included herein. The determination of the Firm will shall be conclusive and binding upon each of the Purchaser, the Seller parties hereto. The Buyer and the Stockholders. The Purchaser and the Seller Sellers shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The amount of the Net Assets, as finally determined pursuant to this Section 2.2(b), is referred to herein as the "Actual Net Assets." -----------------

Post-Closing Determination. Within 90 days after the Closing -------------------------- Date, the Purchaser and its auditors will conduct a review (the "Closing ------- Review") of the Cash Amount, the Indebtedness Amount and the Net Assets as of the close of business on the day before the Working Capital ------ Closing Date Amount and will prepare and deliver to the Seller Representative a computation of the amount of the Net Assets as of the close of business on the day before the Closing Date such amounts (the "Draft Balance Sheet"). The ------------------- Purchaser and its auditors will ------------------- make available to the Seller Representative and its auditors all records and work papers used in preparing the Draft Balance Sheet. If the Seller Representative disagrees with the computation of the Cash Amount, the Indebtedness Amount or the Net Assets Working Capital Amount reflected on the Draft Balance Sheet, the Seller Representative may, within thirty (30) 30 days after receipt of the Draft Balance Sheet, deliver a notice (an "Objection Notice") to the Purchaser setting ---------------- forth the SellerRepresentative's ---------------- calculation of the amount of Cash Amount, the Indebtedness Amount and the Net Assets as of the close of business on the day before the Closing DateWorking Capital Amount. The Purchaser and the Seller Representative will use reasonable best efforts to resolve any disagreements as to the computation of the Cash Amount, the Indebtedness Amount and the Net AssetsWorking Capital Amount, but if they do not obtain a final resolution within thirty (30) 30 days after the Purchaser has received the Objection Notice, the Purchaser and the Seller Representative will jointly retain an independent accounting firm of recognized national or regional standing (the "FirmWorking Capital Auditor") to resolve any remaining ----------------------- disagreements. If the ---- Purchaser and the Seller Representative are unable to agree on the choice of the FirmWorking Capital Auditor, then the Firm Working Capital Auditor will be a "big-sixfive" accounting firm (or a successor) selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the SellerRepresentative). The Purchaser and the Seller Representative will direct the Firm Working Capital Auditor to render a determination within 30 days of its retention and the Purchaser, the SellerRepresentative, the Stockholders and their respective agents will cooperate with the Firm Working Capital Auditor during its engagement. The Firm Working Capital Auditor will consider only those items and amounts in the Draft Balance Sheet set forth in the Objection Notice which the Purchaser and the Seller Representative are unable to resolve. The Purchaser and the Representative shall each submit a binder to the Working Capital Auditor promptly (and in any event within 30 days after the Working Capital Auditor's engagement), which binder shall contain such Party's computation of the Cash Amount, the Indebtedness Amount and the Net Working Capital Amount and information, arguments, and support for such Party's position. The Working Capital Auditor shall review such binders and base its determination solely on them. In resolving any disputed item, the Firm Working Capital Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The FirmWorking Capital Auditor's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review), and on the definition of the Cash Amount, the Indebtedness Amount and the Net Assets Working Capital Amount included herein. The determination of the Firm Working Capital Auditor will be conclusive and binding upon the Purchaser, the Seller and the StockholdersParties. The Purchaser and the Seller Representative shall bear the costs and expenses of the Firm Working Capital Auditor based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The amount of Cash Amount, the Indebtedness Amount and the Net AssetsWorking Capital Amount, as finally determined pursuant to this Section 2.2(b2.4(a), is referred to herein as the "Actual Cash Amount," the "Actual Indebtedness Amount" and the "Actual Net Assets.------------------ -------------------------- ---------- Working Capital Amount," -----------------respectively. ----------------------

Post-Closing Determination. Within 90 days after the Closing -------------------------- Date, the Purchaser and its auditors will conduct a review (the "Closing ------- Review") of the Net Assets Asset Book Value as of the close of business on the day before the ------ Closing Date and will prepare and deliver to the Seller a computation of the amount of the Net Assets Asset Book Value as of the close of business on the day before the Closing Date (the "Draft Balance SheetWorksheet"). The Purchaser and its auditors will ------------------- make available to the give Seller and its auditors an opportunity to observe the Closing Review and will make available to such Persons all records and work papers used in preparing the Draft Balance SheetWorksheet. If the Seller disagrees with the computation of the Net Assets Asset Book Value reflected on the Draft Balance SheetWorksheet, the Seller may, within thirty (30) days after receipt of the Draft Balance SheetWorksheet, deliver a notice (an "Objection Notice") to the Purchaser setting forth the Seller's ---------------- calculation of the amount of the Net Assets Asset Book Value as of the close of business on the day before the Closing Date. The Seller and Purchaser and the Seller will use reasonable best efforts to resolve any disagreements as to the computation of the Net AssetsAsset Book Value, but if they do not obtain a final resolution within thirty (30) days after the Purchaser has received the Objection Notice, the Seller and Purchaser and the Seller will jointly retain an independent accounting firm of recognized national or regional standing (the "Firm") to resolve any remaining disagreements. If the ---- Seller and Purchaser and the Seller are unable to agree on the choice of the Firm, then the Firm will be a "big-six" accounting firm selected by lot (after excluding one firm designated by the Purchaser and one firm designated by the Seller). The Seller and Purchaser and the Seller will direct the Firm to render a determination within 30 fifteen (15) days of its retention and the Purchaser, the Seller, the Stockholders Seller and their respective agents will cooperate with the Firm during its engagement. The Firm will consider only those items and amounts in the Draft Balance Sheet Worksheet set forth in the Objection Notice which the Seller and Purchaser and the Seller are unable to resolve. In resolving any disputed item, the Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Firm's determination will be based solely on presentations by the Purchaser and the Seller (i.e., not on independent review), and on the definition of Net Assets the Asset Book Value included herein. The determination of the Firm will be conclusive and binding upon the Purchaser, the Seller and the StockholdersPurchaser. The Seller and Purchaser and the Seller shall bear the costs and expenses of the Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. The amount of the Net AssetsAsset Book Value, as finally determined pursuant to this Section 2.2(b), is referred to herein as the "Actual Net AssetsAsset Book Value." -----------------"