Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be increased or decreased on a dollar- for-dollar basis to the extent that the value of the Net Assets of the Business as set forth on the Closing Balance Sheet (the "Net Asset Value") shall be greater or less, respectively, than $6,750,000 (the "Net Asset Target") as determined by Tonneson in accordance with Section 2.6(b) (the "Net Asset Valuation"). The Parties shall cause such accountants to perform the Net Asset Valuation in connection with the preparation of the Closing Financial Statements to be prepared under Section 8.4 within 45 days after the Closing Date and, within 10 days of the completion of the Net Asset Valuation, to provide the Parties notice (the "Asset Notice") of the results of the Net Asset Valuation and whether such results provide for an increase or decrease in the Purchase Price. Within 20 days of receipt of the Asset Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Asset Valuation, the Purchase Price Adjustment shall be paid by wire transfer of immediately available funds as follows: (i) if the Net Asset Value is greater than the Net Asset Target, then VERT shall pay to the Seller an amount equal to the amount by which the Net Asset Value exceeds the Net Asset Target; (ii) if the Net Asset Value is equal to the Net Asset Target, then there shall be no adjustment to the Purchase Price; or (iii) if the Net Asset Value is less than the Net Asset Target, then the Seller Parties shall pay to VERT an amount equal to the amount by which the Net Asset Value is less than the Net Asset Target (the "Net Asset Deficiency"). To the extent the Net Asset Deficiency is in excess of $500,000, the Seller Parties shall be entitled to defer, on an interest-free basis, payment of any amount of the Net Asset Deficiency in excess of $500,000 until 30 days following the Effective Date. If the Seller Parties fail to pay such amount to the Buyer by the specified time, the Buyer shall be entitled to recover the Net Asset Deficiency by setting off against any amounts that may be due to the Stockholders under the Employment Agreement or Consulting Agreement. (b) The Net Asset Value shall be determined in accordance with GAAP, consistently applied and in accordance with the Seller's past practices. (c) VERT may dispute the Net Asset Valuation in the following manner. Within 10 days of receipt of the Asset Notice, VERT shall give the Seller notice of its disagreement with the Net Asset Valuation (the "Dispute Notice"), and such notice shall specify in detail the nature of the disagreement. During the 20 days after the day on which any Dispute Notice is given, VERT and the Seller shall attempt to resolve such dispute. If they fail to reach a written agreement regarding the dispute, VERT shall refer the matter to KPMG LLP, and request KPMG LLP to also determine the Net Asset Value (the "Second Asset Valuation") within 30 days of such request. VERT shall give the Seller prompt notice of the results of the Second Asset Valuation. The average of the Net Asset Value determined by Tonneson and of the Net Asset Value determined by KPMG LLP shall be the final and binding Net Asset Valuation for the purposes of determining the Purchase Price Adjustment. (d) Prior to the Closing, VERT and Tonneson shall agree on ▇▇▇▇▇▇▇▇'▇ cost of preparing the Net Asset Valuation and the financial statements to be prepared under Section 8.4. VERT shall pay the fees and expenses of Tonneson with respect to the Net Asset Valuation unless a Second Asset Valuation is required, in which case the Seller shall be responsible for paying the fees and expenses of Tonneson if the Second Asset Valuation produces a Net Asset Valuation that is less than 95% of that produced by Tonneson. VERT shall pay the fees and expenses of KPMG LLP with respect to a Second Asset Valuation, if such a valuation is requested under this Section 2.6. (e) Any rights accruing to any Party under this Section 2.6 shall be in addition to and independent of the rights to indemnification under Section 11 and any payments made to any Party under this Section 2.6 shall not be subject to the requirements of Section 11.

Post-Closing Purchase Price Adjustment. The Purchase Price described -------------------------------------- in Section 2.3 is subject to the following post-Closing adjustment: (a) The As soon as practicable after the Closing Date, Buyer shall prepare and deliver to Seller a final balance sheet dated as of the Closing Date (the "Closing Balance Sheet"), which Closing Balance Sheet shall be reviewed by Seller's independent accounting firm as part of their audit of the financial statements for the fiscal year ending June 30, 2001. From this Closing Balance Sheet, Seller shall prepare and deliver to Buyer a schedule setting forth the amount of the Purchase Price shall be increased or decreased on a dollar- for-dollar basis to adjustment, if any, described in Section 2.4(b) below. (b) If the extent that the value net assets of the Net Assets of the Business Company as set forth indicated on the Closing Balance Sheet exceed Seven Hundred-Fifty Thousand Dollars (the "Net Asset Value") shall be greater or less, respectively, than $6,750,000 (the "Net Asset Target") as determined by Tonneson in accordance with Section 2.6(b) (the "Net Asset Valuation"750,000). The Parties shall cause such accountants to perform the Net Asset Valuation in connection with the preparation of the Closing Financial Statements to be prepared under Section 8.4 within 45 days after the Closing Date and, within 10 days of the completion of the Net Asset Valuation, to provide the Parties notice (the "Asset Notice") of the results of the Net Asset Valuation and whether such results provide for an increase or decrease in the Purchase Price. Within 20 days of receipt of the Asset Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Asset Valuation, the Purchase Price Adjustment shall be paid by wire transfer of immediately available funds as follows: (i) if the Net Asset Value is greater than the Net Asset Target, then VERT shall pay to the Seller adjusted upward in an amount equal to (i) the amount by which net assets reflected on the Net Asset Value exceeds the Net Asset Target; Closing Balance Sheet, less (ii) if the Net Asset Value is equal to the Net Asset Target, then there Seven Hundred-Fifty Thousand Dollars ($750,000). The Purchase Price adjustment shall be no adjustment effected by Buyer's transfer of Purchased Assets equal in value to the Purchase Price; or Price adjustment to Seller, such transfer to occur within ten (iii10) if the Net Asset Value is less than the Net Asset Target, then the Seller Parties shall pay to VERT an amount equal to the amount by which the Net Asset Value is less than the Net Asset Target (the "Net Asset Deficiency"). To the extent the Net Asset Deficiency is in excess of $500,000, the Seller Parties shall be entitled to defer, on an interest-free basis, payment of any amount of the Net Asset Deficiency in excess of $500,000 until 30 days following the Effective Date. If the Seller Parties fail to pay such amount to the Buyer by the specified time, the Buyer shall be entitled to recover the Net Asset Deficiency by setting off against any amounts that may be due to the Stockholders under the Employment Agreement or Consulting Agreement. (b) The Net Asset Value shall be determined in accordance with GAAP, consistently applied and in accordance with the Seller's past practices. (c) VERT may dispute the Net Asset Valuation in the following manner. Within 10 days of receipt delivery of the Asset Notice, VERT shall give the Seller notice of its disagreement with the Net Asset Valuation (the "Dispute Notice"), and such notice shall specify in detail the nature of the disagreement. During the 20 days after the day on which any Dispute Notice is given, VERT and the Seller shall attempt to resolve such dispute. If they fail to reach a written agreement regarding the dispute, VERT shall refer the matter to KPMG LLP, and request KPMG LLP to also determine the Net Asset Value (the "Second Asset Valuation") within 30 days of such request. VERT shall give the Seller prompt notice of the results of the Second Asset Valuation. The average of the Net Asset Value determined by Tonneson and of the Net Asset Value determined by KPMG LLP shall be the final and binding Net Asset Valuation for the purposes of determining the Purchase Price Adjustment. (d) Prior adjustment schedule. Seller shall have the right to the Closingapprove Buyer's identification of such transferred assets, VERT and Tonneson shall agree on ▇▇▇▇▇▇▇▇'▇ cost of preparing the Net Asset Valuation and the financial statements such approval not to be prepared under Section 8.4. VERT shall pay the fees and expenses of Tonneson with respect to the Net Asset Valuation unless a Second Asset Valuation is required, in which case the Seller shall be responsible for paying the fees and expenses of Tonneson if the Second Asset Valuation produces a Net Asset Valuation that is less than 95% of that produced by Tonneson. VERT shall pay the fees and expenses of KPMG LLP with respect to a Second Asset Valuation, if such a valuation is requested under this Section 2.6unreasonably withheld. (e) Any rights accruing to any Party under this Section 2.6 shall be in addition to and independent of the rights to indemnification under Section 11 and any payments made to any Party under this Section 2.6 shall not be subject to the requirements of Section 11.

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be increased or decreased on a dollar- for-dollar basis to the extent that the value of the Net Assets of the Business as set forth on Within 120 days after the Closing Balance Sheet Date, Seller shall prepare, with the assistance of Buyer's employees, and deliver a statement (the "Net Asset ValuePreliminary Statement"), as of the Closing Date, updating the Initial Inventory Value so that it reflects the Inventory Value as of the Closing Date based only on a roll forward basis from September 30, 1996, with no changes other than to update the Initial Inventory Value from September 30, 1996, using the identical principles, procedures, estimates, judgments, pricing and other practices used in determining the Initial Inventory Value as of September 30, 1996. Subject to the limitations of Section 3.05(e), if Buyer has any objections to the Preliminary Statement, Buyer must deliver to Seller within 30 days after delivery of the Preliminary Statement (but such delivery shall not be required earlier than 90 days after Closing) shall be greater or less, respectively, than $6,750,000 a detailed statement describing such objections thereto (the "Net Asset Target") as determined by Tonneson in accordance with Section 2.6(b) (the "Net Asset ValuationBuyer's Statement"). If a Buyer's Statement is not delivered to Seller within such time period, the determination of the Inventory Value set forth in the Preliminary Statement will be final, binding, and non-appealable by the Parties. The Parties will negotiate in good faith to resolve any such objections, but if they do not reach a final resolution within 30 days after Seller has received the Buyer's Statement, such matter shall cause such accountants be resolved as provided in Section 3.05(b). Buyer's representatives shall be entitled to perform the Net Asset Valuation observe all physical inventories that are conducted in connection with and/or inspect all work papers, calculations and documents related to Seller's updating of the Initial Inventory Value, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Closing Financial Statements to be prepared under Section 8.4 within 45 days after the Closing Date and, within 10 days of the completion of the Net Asset Valuation, to provide the Parties notice (the "Asset Notice") of the results of the Net Asset Valuation and whether such results provide for an increase or decrease in the Purchase Price. Within 20 days of receipt of the Asset Notice, or, in the alternative, within 20 days of the final resolution of any dispute of the Net Asset Valuation, the Purchase Price Adjustment shall be paid by wire transfer of immediately available funds as follows: (i) if the Net Asset Value is greater than the Net Asset Target, then VERT shall pay to the Seller an amount equal to the amount by which the Net Asset Value exceeds the Net Asset Target; (ii) if the Net Asset Value is equal to the Net Asset Target, then there shall be no adjustment to the Purchase Price; or (iii) if the Net Asset Value is less than the Net Asset Target, then the Seller Parties shall pay to VERT an amount equal to the amount by which the Net Asset Value is less than the Net Asset Target (the "Net Asset Deficiency"). To the extent the Net Asset Deficiency is in excess of $500,000, the Seller Parties shall be entitled to defer, on an interest-free basis, payment of any amount of the Net Asset Deficiency in excess of $500,000 until 30 days following the Effective Date. If the Seller Parties fail to pay such amount to the Buyer by the specified time, the Buyer shall be entitled to recover the Net Asset Deficiency by setting off against any amounts that may be due to the Stockholders under the Employment Agreement or Consulting AgreementPreliminary Statement. (b) The Net Asset Value In the event any objections to the Preliminary Statement are not resolved by Seller and Buyer within the 30 day period following delivery of the Buyer's Statement pursuant to Section 3.05(a), such unresolved objections shall be submitted for resolution to an internationally recognized independent certified public accountant located in Boston, Massachusetts, or New York, New York, selected by the mutual agreement of Seller and Buyer within 20 days after the end of such 30 day period. If Seller and Buyer are unable to mutually agree upon an internationally recognized certified public accountant within such 20 day period, then Seller and Buyer shall each select an internationally recognized certified public accountant and within five days of their selection those two accountants shall select a third internationally recognized certified public accountant located in Boston, Massachusetts, or New York, New York, which third accountant shall arbitrate the claim in question. In such event, each of Seller and Buyer must select its accountant within 10 days after the end of the 20 day period described above, and if any Party shall fail to select an accountant within such 10 day period, the accountant selected by the other such Party shall select another internationally recognized certified public accountant, and such two accountants shall select the third accountant, all within 20 days after the end of such 10 day period. The accountant arbitrating a dispute (as the sole arbitrator) shall be required to submit its decision to Seller and Buyer within 30 days of appointment, which decision shall be final and binding on the Parties and shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. The reasonable fees of the accountant that settles the claim in question and any accountant selected by an accountant selected by a Party when the other Party has failed to select an accountant shall be borne by either or both Seller and Buyer in inverse proportion to the degree of success of such Party by virtue of said decision as determined in accordance with GAAP, consistently applied and in accordance with by the Seller's past practicesaccountant settling the claim. The reasonable fees of any other accountant selected by a particular Party shall be borne by such Party. (c) VERT may dispute the Net Asset Valuation The Inventory Value, as finally determined in the following manner. Within 10 days of receipt of the Asset Notice, VERT shall give the Seller notice of its disagreement accordance with the Net Asset Valuation (the "Dispute Notice"), and such notice shall specify in detail the nature of the disagreement. During the 20 days after the day on which any Dispute Notice is given, VERT and the Seller shall attempt to resolve such dispute. If they fail to reach a written agreement regarding the dispute, VERT shall refer the matter to KPMG LLP, and request KPMG LLP to also determine the Net Asset Value (the "Second Asset Valuation"Sections 3.05(a) within 30 days of such request. VERT shall give the Seller prompt notice of the results of the Second Asset Valuation. The average of the Net Asset Value determined by Tonneson and of the Net Asset Value determined by KPMG LLP shall be the final and binding Net Asset Valuation for the purposes of determining the Purchase Price Adjustment. (d) Prior to the Closing, VERT and Tonneson shall agree on ▇▇▇▇▇▇▇▇'▇ cost of preparing the Net Asset Valuation and the financial statements to be prepared under Section 8.4. VERT shall pay the fees and expenses of Tonneson with respect to the Net Asset Valuation unless a Second Asset Valuation is required, in which case the Seller shall be responsible for paying the fees and expenses of Tonneson if the Second Asset Valuation produces a Net Asset Valuation that is less than 95% of that produced by Tonneson. VERT shall pay the fees and expenses of KPMG LLP with respect to a Second Asset Valuation, if such a valuation is requested under this Section 2.6. (e) Any rights accruing to any Party under this Section 2.6 shall be in addition to and independent of the rights to indemnification under Section 11 and any payments made to any Party under this Section 2.6 shall not be subject to the requirements of Section 11.or 3.05

Post-Closing Purchase Price Adjustment. (a) The In order to compensate the Company for the increase, if any, in the Net Worth of the Company for the period beginning January 1, 2000 and ending on the Closing Date, ViaSource agrees that it shall, on or before that date which is 120 days after the Closing Date, determine the Net Worth of the Company on the Closing Date. In the event that the Net Worth of the Company on the Closing Date exceeds the Net Worth of the Company on December 31, 1999, as set forth in Schedule 3.7 hereto, by more than the amount of the Shareholders tax liabilities as set forth in Section 1.1(f)(i) hereof, ViaSource will make payment to the Company of fifty percent (50%) of such excess in immediately available funds on or before that date which is 150 days after the Closing Date. In the event that the Net Worth of the Company on the Closing Date is less than the Net Worth of the Company of December 31, 1999, no adjustment to the Purchase Price shall be increased or decreased on a dollar- for-dollar basis required and no additional payments from ViaSource to the extent that Company shall be made. For purposes of this Section 4.14, "Net Worth" shall be defined as the value of the Net Total Assets of the Business Company less its Total Liabilities (which shall include a determination of the Shareholders' tax liability for such period determined in a manner consistent with the Shareholders' prior years tax determination) as set forth reflected on the Closing Balance Sheet (Company's balance sheet as of the "Net Asset Value") shall be greater or lessapplicable date, respectively, than $6,750,000 (the "Net Asset Target") as determined by Tonneson in accordance with GAAP. In addition to the amount otherwise payable to the Shareholder's pursuant to this Section 2.6(b) (4.14(a), ViaSource shall distribute to the "Net Asset Valuation"). The Parties shall cause Shareholders simultaneously with such accountants to perform other payments, if any, the Net Asset Valuation in connection with amount of Shareholders' tax liability for the preparation period beginning on January 1, 2000 and ending as of the Closing Financial Statements to be prepared under Date, as determined in accordance with this Section 8.4 within 45 days after 4.14(a). (b) In the Closing Date and, within 10 days of event that the completion of Company disagrees with the Net Asset ValuationWorth determination in Section 4.14(a) above, then it shall provide notice of such disagreement and its proposed Net Worth determination to provide ViaSource in writing in accordance with the Parties notice provisions of this Agreement within ten (the "Asset Notice"10) of the results of the Net Asset Valuation and whether such results provide for an increase or decrease in the Purchase Price. Within 20 days of receipt of the Asset Notice, or, in Net Worth determination (the alternative, within 20 days "Notice of Objection"). In the final resolution event of any dispute a disagreement between ViaSource and the Company with respect to the calculation of the Net Asset ValuationWorth determination, which is not resolved within thirty (30) days from the Purchase Price Adjustment date of delivery of the Company's Notice of Objection, then such disagreement shall be paid by wire transfer of immediately available funds as follows: (i) if the Net Asset Value is greater than the Net Asset Target, then VERT shall pay referred to the Seller an amount equal to the amount by which the Net Asset Value exceeds the Net Asset Target; (ii) if the Net Asset Value is equal to the Net Asset Target, then there shall be no adjustment to the Purchase Price; or (iii) if the Net Asset Value is less than the Net Asset Target, then the Seller Parties shall pay to VERT an amount equal to the amount by which the Net Asset Value is less than the Net Asset Target a "big five" accounting firm (the "Net Asset Deficiency"). To the extent the Net Asset Deficiency is in excess of $500,000, the Seller Parties shall be entitled to defer, on an interest-free basis, payment of any amount of the Net Asset Deficiency in excess of $500,000 until 30 days following the Effective Date. If the Seller Parties fail to pay such amount to the Buyer by the specified time, the Buyer shall be entitled to recover the Net Asset Deficiency by setting off against any amounts that may be due to the Stockholders under the Employment Agreement or Consulting Agreement. (b) The Net Asset Value shall be determined in accordance with GAAP, consistently applied and in accordance with the Seller's past practices. (c) VERT may dispute the Net Asset Valuation in the following manner. Within 10 days of receipt of the Asset Notice, VERT shall give the Seller notice of its disagreement with the Net Asset Valuation (the "Dispute NoticeSettlement Accountants"), and such notice shall specify in detail the nature of the disagreement. During the 20 days after the day on which any Dispute Notice is given, VERT and the Seller shall attempt to resolve such dispute. If they fail to reach a written agreement regarding the dispute, VERT shall refer the matter to KPMG LLP, and request KPMG LLP to also determine the Net Asset Value (the "Second Asset Valuation") within 30 days of such request. VERT shall give the Seller prompt notice of the results of the Second Asset Valuation. The average determination of the Net Asset Value determined Worth by Tonneson and of the Net Asset Value determined by KPMG LLP Settlement Accountants shall be the final and binding Net Asset Valuation for the purposes of determining the Purchase Price Adjustment. (d) Prior to the Closing, VERT and Tonneson shall agree on ▇▇▇▇▇▇▇▇'▇ cost of preparing the Net Asset Valuation and the financial statements to be prepared under Section 8.4. VERT shall pay the fees and expenses of Tonneson with respect to the Net Asset Valuation unless a Second Asset Valuation is required, in which case the Seller shall be responsible for paying the fees and expenses of Tonneson if the Second Asset Valuation produces a Net Asset Valuation that is less than 95% of that produced by Tonneson. VERT shall pay the fees and expenses of KPMG LLP with respect to a Second Asset Valuation, if such a valuation is requested under this Section 2.6. (e) Any rights accruing to any Party under this Section 2.6 shall be in addition to and independent of the rights to indemnification under Section 11 and any payments made to any Party under this Section 2.6 shall not be subject to further review, challenge or adjustment absent fraud. The Settlement Accountants shall use their best efforts to reach a determination not more than thirty (30) days after such referral. The costs and expenses of the requirements services of Section 11the Settlement Accountants shall be paid equally by the Company and ViaSource.

Post-Closing Purchase Price Adjustment. (a) The Purchase Price shall be increased or decreased on a dollar- forreduced (the “Post-dollar basis Closing Purchase Price Adjustment”) by an amount equal to $6,030,000, less the extent Company’s revenues for the six months ending March 31, 2007 (the “Revenues”). In the event that the value of the Net Assets of the Business as set forth on the Closing Balance Sheet (the "Net Asset Value") shall be Company’s Revenues are greater or less, respectively, than $6,750,000 (the "Net Asset Target") as determined by Tonneson in accordance with Section 2.6(b) (the "Net Asset Valuation"). The Parties shall cause such accountants 6,030,000, no adjustment will be made to perform the Net Asset Valuation in connection with the preparation of the Closing Financial Statements to be prepared under Section 8.4 within 45 days after the Closing Date and, within 10 days of the completion of the Net Asset Valuation, to provide the Parties notice (the "Asset Notice") of the results of the Net Asset Valuation and whether such results provide for an increase or decrease in the Purchase Price. Within 20 days of receipt of The Post-Closing Purchase Price Adjustment, if any, will be paid by the Asset Notice, or, in Seller to the alternative, Buyer within 20 15 days of the final resolution of any dispute determination of the Net Asset ValuationPost-Closing Purchase Price Adjustment by the Seller delivering the original Note to the Buyer and the Buyer issuing a replacement Note to the Seller with a principal amount equal to the original principal amount, less the amount of the Post-Closing Purchase Price Adjustment. The Note shall bear interest from and after the original date of the Note on the adjusted principal amount and not on the original principal amount. Any disputes with respect to the calculation of the Post-Closing Purchase Price Adjustment shall be paid resolved in accordance with the procedures contemplated by wire transfer of immediately available funds as follows: (i) if the Net Asset Value is greater than the Net Asset Target, then VERT shall pay to the Seller an amount equal to the amount by which the Net Asset Value exceeds the Net Asset Target; (ii) if the Net Asset Value is equal to the Net Asset Target, then there shall be no adjustment to the Purchase Price; or (iii) if the Net Asset Value is less than the Net Asset Target, then the Seller Parties shall pay to VERT an amount equal to the amount by which the Net Asset Value is less than the Net Asset Target (the "Net Asset Deficiency"). To the extent the Net Asset Deficiency is in excess of $500,000, the Seller Parties shall be entitled to defer, on an interest-free basis, payment of any amount of the Net Asset Deficiency in excess of $500,000 until 30 days following the Effective Date. If the Seller Parties fail to pay such amount to the Buyer by the specified time, the Buyer shall be entitled to recover the Net Asset Deficiency by setting off against any amounts that may be due to the Stockholders under the Employment Agreement or Consulting AgreementSection 1.05. (b) As soon as practical (and in no event later than May 15, 2007), Buyer shall cause to be prepared and delivered to the Seller (i) a statement of revenues of the Company for the six months ending March 31, 2007 (the “Revenue Statement”), and (ii) a calculation of the Post-Closing Purchase Price Adjustment based on the calculation of the Company’s Revenues for the six months ending March 31, 2007 determined from the financial information contained in the Revenue Statement, including such schedules and data as may be appropriate to support such calculation. The Net Asset Value Revenue Statement shall be determined prepared in accordance with GAAP, consistently GAAP applied and in accordance on a basis consistent with the Seller's past practices. Financial Statements and shall include all revenues (c) VERT may dispute other than revenues from transactions outside the Net Asset Valuation in the following manner. Within 10 days of receipt ordinary course of the Asset Notice, VERT shall give Company’s business) generated by the Seller notice of its disagreement with the Net Asset Valuation (the "Dispute Notice"), business and such notice shall specify in detail the nature operations of the disagreementCompany during the period covered by the Revenue Statement, including, without limitation, revenues generated by the employees, brokers, registered representatives and associated persons of the Company who are employed or retained by the Company of the Closing Date, whether such persons work for or are retained by the Company, the Buyer or any of the Buyer’s subsidiaries after the Closing Date. During the 20 days after period covered by the day on which Revenue Statement, the Buyer agrees to cause the Company to operate in all material respects in the ordinary course of business consistent with the Company’s operations prior to the Closing Date. The Seller and its accountants shall be entitled to review the Revenue Statement, Buyer’s calculations of the Post-Closing Purchase Price Adjustment, and any Dispute Notice is givenworking papers, VERT trial balances and similar materials relating to such Revenue Statement prepared by Buyer or its accountants. Buyer shall also provide the Seller and its accountants with timely access, during normal business hours, to the Buyer’s and the Seller shall attempt Company’s personnel, properties, books and records to resolve such dispute. If they fail the extent related to reach a written agreement regarding the dispute, VERT shall refer the matter to KPMG LLP, and request KPMG LLP to also determine the Net Asset Value (the "Second Asset Valuation") within 30 days of such request. VERT shall give the Seller prompt notice determination of the results of Revenue Statement and the Second Asset Valuation. The average of the Net Asset Value determined by Tonneson and of the Net Asset Value determined by KPMG LLP shall be the final and binding Net Asset Valuation for the purposes of determining the applicable Purchase Price Adjustment. (dc) Prior Within 30 days after delivery to Seller of Buyer’s calculation of the ClosingPost-Closing Purchase Price Adjustment pursuant to this Section Seller may deliver to Buyer a written report (the “Seller’s Report”) advising Buyer that Seller either (A) agrees with Buyer’s calculations of the applicable Post-Closing Purchase Price Adjustment, VERT and Tonneson shall agree on ▇▇▇▇▇▇▇▇'▇ cost of preparing the Net Asset Valuation and the financial statements to be prepared under Section 8.4or (B) deems that one or more adjustments are required. VERT shall pay the fees The costs and expenses for the preparation of Tonneson with respect to the Net Asset Valuation unless a Second Asset Valuation is required, in which case the Seller Seller’s Report shall be responsible for paying borne by the fees and expenses of Tonneson Seller. If Seller agrees with Buyer’s calculation or if Buyer shall concur with the Second Asset Valuation produces adjustments proposed by Seller, or if Buyer shall not object thereto in a Net Asset Valuation that is less than 95% of that produced by Tonneson. VERT shall pay the fees and expenses of KPMG LLP with respect writing delivered to a Second Asset Valuation, if such a valuation is requested under this Section 2.6. (e) Any rights accruing to any Party under this Section 2.6 shall be in addition to and independent Seller within 30 days after Buyer’s receipt of the rights to indemnification under Section 11 Seller’s Report, the calculation of the applicable Post-Closing Purchase Price Adjustment as set forth in the Seller’s Report shall become final and any payments made to any Party under this Section 2.6 shall not be subject to further review, challenge or adjustment (absent fraud). If Seller does not submit the requirements of Section 11Seller’s Report within the 30-day period provided herein, then the applicable Post-Closing Purchase Price Adjustment as calculated by Buyer shall become final and shall not be subject to further review, challenge or adjustment (absent fraud).