Common use of Purchase Price Adjustment Amount Clause in Contracts

Purchase Price Adjustment Amount. (a) No later than ten business days prior to the Closing Date, Sellers shall prepare, or cause to be prepared, and deliver to Purchaser, a statement (the “Sellers’ Statement”), which shall set forth Sellers’ good faith estimate of the Purchase Price Adjustment Amount which shall be determined in accordance with this Agreement (the “Estimated Purchase Price Adjustment Amount”). The Sellers’ Statement shall be accompanied by a certification of the Partnership’s authorized manager to the effect that such Sellers’ Statement has been prepared in good faith in accordance with this Agreement based on the books and records of the Partnership and be reasonably satisfactory to Purchaser and Sellers shall provide access to review the books and records of the Partnership in order to determine if Sellers’ Statement is reasonably satisfactory. If the Estimated Purchase Price Adjustment Amount is a negative number, then the Purchase Price payable at Closing shall be decreased by 100% of the absolute value of such amount. If the Estimated Purchase Price Adjustment Amount is a positive number, then the Purchase Price payable at Closing shall be increased by 80% of such amount. (b) As soon as practicable, but in no event more than 90 days following the Closing, Purchaser shall prepare, or cause to be prepared, and deliver to Sellers, a statement (the “Purchaser’s Statement”) of the actual Purchase Price Adjustment Amount, as of the Closing Date, which shall be determined in accordance with this Agreement. The Purchaser’s Statement shall be accompanied by a certification of an officer of Purchaser to the effect that such Purchaser’s Statement has been prepared in good faith in accordance with this Agreement based on the books and records of the Partnership. (c) Sellers and Sellers’ accountants shall complete their review of the Purchaser’s Statement and Purchaser’s calculations of the Purchase Price Adjustment Amount within 30 days after delivery thereof by Purchaser. In the event that Sellers determine in good faith that the Purchaser’s Statement has not been prepared in accordance with this Agreement, Sellers shall, on or before the last day of such 30-day period, so inform Purchaser in writing setting forth a specific description of the basis of Sellers’ determination and the adjustments to such Purchaser’s Statement and the corresponding adjustments to the applicable Purchase Price Adjustment Amount that Sellers believe should be made in accordance with this Agreement (a “Sellers’ Objection”). If no Sellers’ Objection is received by Purchaser on or before the last day of such 30-day period, then the Purchase Price Adjustment Amount set forth in the Purchaser’s Statement shall be final and binding upon Sellers. Purchaser shall have 30 days from its receipt of a Sellers’ Objection to review and respond to such Sellers’ Objection. (d) If Sellers and Purchaser are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in any Sellers’ Objection within 15 days following the completion of Purchaser’s review of such Sellers’ Objection, they shall refer any remaining disagreements to the CPA Firm which, acting as experts and not as arbitrators, shall determine, in accordance with this Agreement based on the books and records of the Partnership, and only with respect to the remaining differences so submitted (and within the range of dispute between Purchaser’s Statement and Sellers’ Objection with respect to each such difference), whether and to what extent, if any, any Purchase Price Adjustment Amount requires adjustment. Purchaser and Sellers shall instruct the CPA Firm to deliver its written determination to Purchaser and Sellers no later than 30 days after the remaining differences underlying any such Sellers’ Objection are referred to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Purchaser and Sellers and their respective Affiliates, absent manifest error. With respect to Sellers’ Objection, the fees and disbursements of the CPA Firm shall be borne equally by Sellers and Purchaser. Purchaser and Sellers shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the determination of the Purchase Price Adjustment Amount and all other items reasonably requested by the CPA Firm in connection therewith. (e) Purchaser shall provide to Sellers and their accountants full access to the books and records of the Partnership and to any other information, including work papers of its accountants (to the extent permitted by such accountants), and to its accountants and employees during regular business hours and on reasonable advance notice, to the extent reasonably necessary for Sellers to review Purchaser’s Statement, to prepare a Sellers’ Objection, if any, and to prepare materials for presentation to the CPA Firm in connection with Section 2.5(d). Sellers and their accountants shall have full access to all information used by Purchaser in preparing such Purchaser’s Statement, including the work papers of its accountants (to the extent permitted by such accountants). (f) Upon satisfaction of the applicable procedures of this Section 2.5, the Purchase Price shall be adjusted by an amount equal to (i) the Final Adjustment Amount minus (ii) 80% of the Estimated Purchase Price Adjustment Amount if the Estimated Purchase Price Adjustment Amount was positive or 100% of the Purchase Price Adjustment Amount if the Estimated Purchase Price Adjustment Amount was negative (such amount, the “Subsequent Adjustment Amount”). If the Subsequent Adjustment Amount is a positive number, then the Purchase Price shall be increased by the Subsequent Adjustment Amount and Purchaser shall promptly (and in any event within five business days) after the final determination thereof pay to Sellers the Subsequent Adjustment Amount divided among Sellers as set forth on Schedule 2.3 of the Disclosure Letter. If the Subsequent Adjustment Amount is a negative number, then the Purchase Price shall be decreased by the absolute value of the Subsequent Adjustment Amount and Purchaser shall be entitled to a payment equal to the Subsequent Adjustment Amount from the Escrow Amount and/or Sellers, at Purchaser’s election, promptly (and in any event within five business days) after the final determination of the Subsequent Adjustment Amount; provided, further, that, to the extent Purchaser elects to seek some or all of the Subsequent Adjustment Amount directly from Sellers, Sellers shall promptly (and in any event within five business days) after the final determination thereof pay to Purchaser the Subsequent Adjustment Amount by wire transfer of immediately available funds to an account designated by Purchaser.

Purchase Price Adjustment Amount. (a) No later than ten business days prior Subject to the terms and conditions set forth in this Agreement, in addition to the assumption by Buyer of the Assumed Liabilities, Buyer and Parent agree to pay at Closing Dateto Seller in consideration for the Purchased Shares and the Purchased Assets an aggregate purchase price equal to $19,000,000 (as adjusted based on the Closing Net Working Capital Statement pursuant to Section 3.2(d), Sellers shall prepare, or cause to be prepared, and deliver to Purchaser, a statement (the “Sellers’ StatementPurchase Price”), which shall set forth Sellers’ good faith estimate of be paid in cash, in immediately available funds by wire transfer to an account designated by Seller by written notice to Parent at least two Business Days prior to the Purchase Price Adjustment Amount which shall be determined in accordance with this Agreement Closing Date (the “Estimated Purchase Price Adjustment AmountConsideration”). The Sellers’ Statement shall be accompanied by a certification of the Partnership’s authorized manager to the effect that such Sellers’ Statement has been prepared in good faith in accordance with this Agreement based on the books and records of the Partnership and be reasonably satisfactory to Purchaser and Sellers shall provide access to review the books and records of the Partnership in order to determine if Sellers’ Statement is reasonably satisfactory. If the Estimated Purchase Price Adjustment Amount is a negative number, then the Purchase Price payable at Closing shall be decreased by 100% of the absolute value of such amount. If the Estimated Purchase Price Adjustment Amount is a positive number, then the Purchase Price payable at Closing shall be increased by 80% of such amount. (b) As soon (i) If Parent has complied with its obligations in Section 6.3(e) and has properly delivered to Seller the Substitute Financing Notice, Parent shall not be required thereafter to pay the Purchase Price in cash, and the Purchase price shall be payable as practicablecontemplated by this Section 3.2(b) (but only to the extent Seller agrees to accept the Substitute Financing). Simultaneously with delivery to Seller of the Substitute Financing Notice, but Parent shall offer to Seller the option to accept as the Purchase Price, in no event more than 90 days following lieu of cash consideration, the Closing, Purchaser shall preparesecurities contemplated by the Private Financing (on the terms set forth in Exhibit I, or cause on terms that were more favorable to be preparedthe provider of the Private Financing to the extent they were set forth in any Completed Financing Agreements), pro rated to reflect the difference between (A) the aggregate amount of the Private Financing and deliver to Sellers, a statement (B) the Purchase Price (the “Purchaser’s StatementSubstitute Financing”) of the actual Purchase Price Adjustment Amount). Parent shall hold such offer open, as of the Closing Date, which and such offer shall be determined in accordance with this Agreementirrevocable, for a period of thirty (30) days. The Purchaser’s Statement Seller shall be accompanied entitled (but not obligated) to accept such offer by a certification notifying Parent of an officer of Purchaser to the effect that such Purchaser’s Statement has been prepared in good faith in accordance with this Agreement based on the books and records of the Partnership. (c) Sellers and Sellers’ accountants shall complete their review of the Purchaser’s Statement and Purchaser’s calculations of the Purchase Price Adjustment Amount its acceptance at any time within 30 days after delivery thereof by Purchaser. In the event that Sellers determine in good faith that the Purchaser’s Statement has not been prepared in accordance with this Agreement, Sellers shall, on or before the last day of such 30-day period, so inform Purchaser with such acceptance being conditioned upon the negotiation of definitive agreements that are acceptable in writing setting forth a specific description form and substance to Seller (and not inconsistent with the terms of Exhibit I) and Seller’s completion of, and satisfaction in all respects with, its due diligence investigation of the basis of Sellers’ determination Buyer. Parent shall thereafter use its reasonable best efforts to negotiate with Seller and execute, as promptly as practicable, definitive agreements for the adjustments to such Purchaser’s Statement and the corresponding adjustments to the applicable Purchase Price Adjustment Amount Substitute Financing; provided, that Sellers believe should be made in accordance with this Agreement (a “Sellers’ Objection”). If no Sellers’ Objection is received by Purchaser on or before the last day of such 30-day period, then the Purchase Price Adjustment Amount set forth in the Purchaser’s Statement shall be final and binding upon Sellers. Purchaser shall have 30 days from its receipt of a Sellers’ Objection to review and respond to such Sellers’ Objection. (d) If Sellers and Purchaser are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in any Sellers’ Objection within 15 days following the completion of Purchaser’s review of such Sellers’ Objection, they shall refer any remaining disagreements to the CPA Firm which, acting as experts and not as arbitrators, shall determine, in accordance with this Agreement based on the books and records of the Partnership, and only with respect to the remaining differences so submitted (and within the range of dispute between Purchaser’s Statement and Sellers’ Objection with respect to each such difference), whether and to what extent, if any, any Purchase Price Adjustment Amount requires adjustment. Purchaser and Sellers shall instruct the CPA Firm to deliver its written determination to Purchaser and Sellers no later than 30 days after the remaining differences underlying any such Sellers’ Objection are referred to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Purchaser and Sellers and their respective Affiliates, absent manifest error. With respect to Sellers’ Objection, the fees and disbursements of the CPA Firm shall be borne equally by Sellers and Purchaser. Purchaser and Sellers shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountantsthat Parent had previously entered into any definitive agreements for the Private Financing (the “Completed Financing Agreements”) relating but was for any reason unable to complete the determination of the Purchase Price Adjustment Amount and all other items reasonably Private Financing, Parent shall, if requested by Seller (at Seller’s sole and absolute discretion), enter into definitive agreements with Seller for the CPA Firm Substitute Financing having the same substantive terms as those contained in connection therewith. (e) Purchaser the Completed Financing Agreements. To facilitate the process of negotiating definitive documents, Parent shall provide promptly make available to Sellers and their accountants full access to the books and records of the Partnership and to any other informationSeller, including work papers after Seller notifies Parent of its accountants (to interest in proceeding with the extent permitted by such accountants)Substitute Financing, and to its accountants and employees during regular business hours and on reasonable advance notice, to the extent reasonably necessary for Sellers to review Purchaser’s Statement, to prepare a Sellers’ Objectionall Completed Financing Agreements or, if anynone, and to prepare materials for presentation to the CPA Firm most recent drafts of all definitive documents that Parent had been negotiating in connection with Section 2.5(d). Sellers and their accountants shall have full access to all information used by Purchaser in preparing such Purchaser’s Statement, including the work papers of its accountants (to the extent permitted by such accountants)Private Financing. (f) Upon satisfaction of the applicable procedures of this Section 2.5, the Purchase Price shall be adjusted by an amount equal to (i) the Final Adjustment Amount minus (ii) 80% of the Estimated Purchase Price Adjustment Amount if the Estimated Purchase Price Adjustment Amount was positive or 100% of the Purchase Price Adjustment Amount if the Estimated Purchase Price Adjustment Amount was negative (such amount, the “Subsequent Adjustment Amount”). If the Subsequent Adjustment Amount is a positive number, then the Purchase Price shall be increased by the Subsequent Adjustment Amount and Purchaser shall promptly (and in any event within five business days) after the final determination thereof pay to Sellers the Subsequent Adjustment Amount divided among Sellers as set forth on Schedule 2.3 of the Disclosure Letter. If the Subsequent Adjustment Amount is a negative number, then the Purchase Price shall be decreased by the absolute value of the Subsequent Adjustment Amount and Purchaser shall be entitled to a payment equal to the Subsequent Adjustment Amount from the Escrow Amount and/or Sellers, at Purchaser’s election, promptly (and in any event within five business days) after the final determination of the Subsequent Adjustment Amount; provided, further, that, to the extent Purchaser elects to seek some or all of the Subsequent Adjustment Amount directly from Sellers, Sellers shall promptly (and in any event within five business days) after the final determination thereof pay to Purchaser the Subsequent Adjustment Amount by wire transfer of immediately available funds to an account designated by Purchaser.

Purchase Price Adjustment Amount. (a) No later Subject to the terms and conditions set forth in this Agreement, in addition to the assumption by Buyer of the Assumed Liabilities, Buyer and Parent agree to pay at Closing to Seller in consideration for the Purchased Shares and the Purchased Assets an aggregate purchase price equal to $19,000,000 (as adjusted based on the Closing Net Working Capital Statement pursuant to Section 3.2(d), the "PURCHASE PRICE"), which shall be paid in cash, in immediately available funds by wire transfer to an account designated by Seller by written notice to Parent at least two Business Days prior to the Closing Date (the "CONSIDERATION"). (i) If Parent has complied with its obligations in Section 6.3(e) and has properly delivered to Seller the Substitute Financing Notice, Parent shall not be required thereafter to pay the Purchase Price in cash, and the Purchase price shall be payable as contemplated by this Section 3.2(b) (but only to the extent Seller agrees to accept the Substitute Financing). Simultaneously with delivery to Seller of the Substitute Financing Notice, Parent shall offer to Seller the option to accept as the Purchase Price, in lieu of cash consideration, the securities contemplated by the Private Financing (on the terms set forth in Exhibit I, or on terms that were more favorable to the provider of the Private Financing to the extent they were set forth in any Completed Financing Agreements), pro rated to reflect the difference between (A) the aggregate amount of the Private Financing and (B) the Purchase Price (the "SUBSTITUTE FINANCING"). Parent shall hold such offer open, and such offer shall be irrevocable, for a period of thirty (30) days. Seller shall be entitled (but not obligated) to accept such offer by notifying Parent of its acceptance at any time within such 30-day period, with such acceptance being conditioned upon the negotiation of definitive agreements that are acceptable in form and substance to Seller (and not inconsistent with the terms of Exhibit I) and Seller's completion of, and satisfaction in all respects with, its due diligence investigation of the Buyer. Parent shall thereafter use its reasonable best efforts to negotiate with Seller and execute, as promptly as practicable, definitive agreements for the Substitute Financing; provided, that to the extent that Parent had previously entered into any definitive agreements for the Private Financing (the "COMPLETED FINANCING AGREEMENTS") but was for any reason unable to complete the Private Financing, Parent shall, if requested by Seller (at Seller's sole and absolute discretion), enter into definitive agreements with Seller for the Substitute Financing having the same substantive terms as those contained in the Completed Financing Agreements. To facilitate the process of negotiating definitive documents, Parent shall promptly make available to Seller, after Seller notifies Parent of its interest in proceeding with the Substitute Financing, all Completed Financing Agreements or, if none, the most recent drafts of all definitive documents that Parent had been negotiating in connection with the Private Financing. (i) Parent shall reimburse Seller at the Closing for its reasonable attorneys' fees and expenses incurred in the negotiation and preparation of definitive agreements for the Substitute Financing. (ii) If Seller agrees to accept the Substitute Financing in lieu of cash consideration for the Purchase Price, then notwithstanding any other provision of this Agreement to the contrary, if Seller should become required to pay any amount to Parent pursuant to Section 3.2(d) in connection with the determination of Closing Net Working Capital, such amount shall be payable, at the sole option of Seller, in securities received in the Substitute Financing, rather than ten business days prior in cash, with such securities being valued on the basis they are valued in the definitive agreements for the Substitute Financing. (c) Prior to the Closing Date, Sellers the Seller shall prepare, or cause to be prepared, (i) prepare and deliver to Purchaser, Parent a statement (the “Sellers’ Statement”"NOVEMBER 30 NET WORKING CAPITAL STATEMENT") setting forth Net Working Capital (including the components thereof) as of November 30, 2003 (the "NOVEMBER 30 CLOSING NET WORKING CAPITAL"), which shall set forth Sellers’ and (ii) provide Parent with a certificate of its Chief Financial Officer stating that the November 30 Net Working Capital Statement was prepared by Seller in good faith estimate and in a manner consistent with Seller's past practices, is consistent with the Books and Records and presents fairly the balance sheet items of the Purchase Price Adjustment Amount which shall be determined Business reflected thereon as of the date thereof in accordance with this Agreement (the “Estimated Purchase Price Adjustment Amount”"NET WORKING CAPITAL CERTIFICATE"). The Sellers’ Statement shall be accompanied by a certification of the Partnership’s authorized manager to the effect that such Sellers’ Statement has been prepared in good faith in accordance with this Agreement based on the books and records of the Partnership and be reasonably satisfactory to Purchaser and Sellers shall provide access to review the books and records of the Partnership in order to determine if Sellers’ Statement is reasonably satisfactory. If the Estimated Purchase Price Adjustment Amount is a negative number, then the Purchase Price payable at Closing shall be decreased by 100% of the absolute value of such amount. If the Estimated Purchase Price Adjustment Amount is a positive number, then the Purchase Price payable at Closing shall be increased by 80% of such amount. (b) As soon as practicable, but in no event more than 90 days following the Closing, Purchaser shall prepare, or cause to be prepared, and deliver to Sellers, a statement (the “Purchaser’s Statement”) of the actual Purchase Price Adjustment Amount, as of the Closing Date, which shall be determined in accordance with this Agreement. The Purchaser’s Statement shall be accompanied by a certification of an officer of Purchaser to the effect that such Purchaser’s Statement has been prepared in good faith in accordance with this Agreement based on the books and records of the Partnership. (c) Sellers and Sellers’ accountants shall complete their review of the Purchaser’s Statement and Purchaser’s calculations of the Purchase Price Adjustment Amount within 30 days after delivery thereof by Purchaser. In the event that Sellers determine in good faith that the Purchaser’s Statement has not been prepared in accordance with this Agreement, Sellers shall, on or before the last day of such 30-day period, so inform Purchaser in writing setting forth a specific description of the basis of Sellers’ determination and the adjustments to such Purchaser’s Statement and the corresponding adjustments to the applicable Purchase Price Adjustment Amount that Sellers believe should be made in accordance with this Agreement (a “Sellers’ Objection”). If no Sellers’ Objection is received by Purchaser on or before the last day of such 30-day period, then the Purchase Price Adjustment Amount set forth in the Purchaser’s Statement shall be final and binding upon Sellers. Purchaser shall have 30 days from its receipt of a Sellers’ Objection to review and respond to such Sellers’ Objection. (d) If Sellers and Purchaser are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in any Sellers’ Objection within 15 days following the completion of Purchaser’s review of such Sellers’ Objection, they shall refer any remaining disagreements to the CPA Firm which, acting As soon as experts and not as arbitrators, shall determine, in accordance with this Agreement based on the books and records of the Partnership, and only with respect to the remaining differences so submitted (and within the range of dispute between Purchaser’s Statement and Sellers’ Objection with respect to each such difference), whether and to what extent, if any, any Purchase Price Adjustment Amount requires adjustment. Purchaser and Sellers shall instruct the CPA Firm to deliver its written determination to Purchaser and Sellers no later than 30 days after the remaining differences underlying any such Sellers’ Objection are referred to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Purchaser and Sellers and their respective Affiliates, absent manifest error. With respect to Sellers’ Objection, the fees and disbursements of the CPA Firm shall be borne equally by Sellers and Purchaser. Purchaser and Sellers shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the determination of the Purchase Price Adjustment Amount and all other items reasonably requested by the CPA Firm in connection therewith. (e) Purchaser shall provide to Sellers and their accountants full access to the books and records of the Partnership and to any other information, including work papers of its accountants (to the extent permitted by such accountants), and to its accountants and employees during regular business hours and on reasonable advance notice, to the extent reasonably necessary for Sellers to review Purchaser’s Statement, to prepare a Sellers’ Objection, if any, and to prepare materials for presentation to the CPA Firm in connection with Section 2.5(d). Sellers and their accountants shall have full access to all information used by Purchaser in preparing such Purchaser’s Statement, including the work papers of its accountants (to the extent permitted by such accountants). (f) Upon satisfaction of the applicable procedures of this Section 2.5, the Purchase Price shall be adjusted by an amount equal to (i) the Final Adjustment Amount minus (ii) 80% of the Estimated Purchase Price Adjustment Amount if the Estimated Purchase Price Adjustment Amount was positive or 100% of the Purchase Price Adjustment Amount if the Estimated Purchase Price Adjustment Amount was negative (such amount, the “Subsequent Adjustment Amount”). If the Subsequent Adjustment Amount is a positive number, then the Purchase Price shall be increased by the Subsequent Adjustment Amount and Purchaser shall promptly practicable (and in any event within five forty (40) days following the Closing), Seller shall prepare and deliver to Parent and its counsel the Audited Financial Statements, the Closing Balance Sheet, a statement (the "CLOSING NET WORKING CAPITAL STATEMENT") setting forth Net Working Capital as of the close of business dayson the Closing Date (the "CLOSING NET WORKING CAPITAL") based on the Closing Balance Sheet, and all work papers and back-up materials relating thereto. The costs and expenses of preparing the Closing Balance Sheet and the Audited Financial Statements shall be borne 50% by Seller and 50% by Parent. Each of Parent and Buyer shall assist Seller and its Representatives in the preparation of the Closing Balance Sheet and shall provide Seller and its Representatives access at all reasonable times to the personnel, properties, Books and Records of the Business, including the Acquired Aether Entities, for such purpose. No changes shall be made in any reserve or other account existing as of the date of the Closing Balance Sheet except as (i) a result of events occurring after the final date of the Closing Balance Sheet and, in such event, only in a manner consistent with past practices and (ii) as required by GAAP. The Closing Balance Sheet and the Closing Net Working Capital Statement shall be conclusive and binding on the parties hereto unless Parent gives written notice of any objections thereto setting forth in reasonable detail the amounts in dispute and the basis for such disagreement (a "PURCHASE PRICE OBJECTION NOTICE") to Seller within thirty (30) days after its receipt of the Audited Financial Statements, Closing Balance Sheet, Closing Net Working Capital Statement and all work papers and back-up materials relating thereto. If Parent delivers a Purchase Price Objection Notice as provided above, the parties shall attempt in good faith to resolve such dispute, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If the parties are unable to resolve, despite good faith negotiations, all disputes reflected in the Purchase Price Objection Notice within thirty (30) days thereafter (the "PURCHASE PRICE RESOLUTION PERIOD"), then the parties will, within thirty (30) days after the expiration of the Purchase Price Resolution Period, submit any such unresolved dispute to an independent accounting firm mutually acceptable to Parent and Seller (the "INDEPENDENT ACCOUNTING FIRM"). Parent and Seller shall provide to the independent accounting firm all work papers and back-up materials relating to the unresolved disputes requested by the Independent Accounting Firm to the extent available to Parent or its Representatives or Seller or its Representatives. Parent and Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Independent Accounting Firm. The determination thereof pay to Sellers by the Subsequent Adjustment Amount divided among Sellers Independent Accounting Firm, as set forth on Schedule 2.3 in a notice to be delivered to Parent and Seller within thirty (30) days after the submission of the Disclosure Letterunresolved disputes to the Independent Accounting Firm, shall be final, binding and conclusive on the parties. If The fees and expenses of the Subsequent Independent Accounting Firm shall be borne by Parent and Seller in inverse proportion as they may prevail on matters resolved by the Independent Accounting Firm, which proportionate allocations shall also be determined by the Independent Accounting Firm at the time the determination of the Independent Accounting Firm is rendered on the merits of the matters submitted. The Closing Net Working Capital reflected in the Closing Net Working Capital Statement, as revised to reflect the resolution of any and all disputes by the parties and/or the Independent Accounting Firm, shall be deemed to be the Closing Net Working Capital. The "ADJUSTMENT AMOUNT" (which may be a positive or negative number) shall equal the amount determined by subtracting $3,750,020 (the "INITIAL NET WORKING CAPITAL") from the Closing Net Working Capital. Subject to the last sentence of this Section 3.2(d), if the Adjustment Amount is a negative numberpositive, then the Purchase Price Adjustment Amount shall be decreased paid by the absolute value of the Subsequent Adjustment Amount and Purchaser shall be entitled to a payment equal to the Subsequent Adjustment Amount from the Escrow Amount and/or Sellers, at Purchaser’s election, promptly (and in any event within five business days) after the final determination of the Subsequent Adjustment Amount; provided, further, that, to the extent Purchaser elects to seek some or all of the Subsequent Adjustment Amount directly from Sellers, Sellers shall promptly (and in any event within five business days) after the final determination thereof pay to Purchaser the Subsequent Adjustment Amount by Parent via wire transfer of immediately available funds to an the bank account designated by PurchaserSeller. If the Adjustment Amount is negative, the Adjustment Amount shall be paid by Seller via wire transfer of immediately available funds to the bank account designated by Parent. All payments shall be made together with interest at the rate of 6% per annum, which interest shall begin accruing on the Closing Date and end on the date that the payment is made. Within five Business Days after the calculation of the Closing Net Working Capital becomes binding and conclusive on the parties, Seller or Parent, as the case may be, shall make the wire transfer payment provided for in this Section 3.2(d). Notwithstanding the foregoing, neither the Seller nor the Parent, as the case may be, shall have any liability to pay any Adjustment Amount to the other unless the aggregate Adjustment Amount due by the Seller or the Parent, as the case may be, exceeds $750,000 (the "ADJUSTMENT FLOOR"). (e) Parent and Buyer agree that Seller is providing the Audited Financial Statements and the Closing Balance Sheet solely for the purpose of enabling Parent to comply with its public reporting obligations under applicable securities laws and not as an independent basis on which Parent or Buyer made the decision to complete the transactions contemplated by this Agreement. The Parties agree that differences between the Audited Financial Statements and the financial information covered by Section 4.17(a) shall not entitle Buyer or Parent to make a claim for any breach of the representations and warranties in such Section 4.17(a).

Purchase Price Adjustment Amount. (a) No later than ten business days prior to the Closing DateBy May 15, Sellers 1998, Buyer shall prepare, or cause to be prepared, prepare and deliver to Purchaser, Seller a statement (the “Sellers’ "Statement”"), which shall set setting forth Sellers’ good faith estimate Shareholders' Equity, Payroll Revenues for each of the fiscal quarters ending December 31, 1997 and March 31, 1998 and the Purchase Price Adjustment Amount which Amount; provided, however, that Buyer shall use its best efforts to provide notice of Shareholders' Equity to Seller by March 31, 1998. The Statement shall become final and binding upon the parties on the 60th day following delivery thereof, unless Seller gives effective written notice of its disagreement with the Statement (the "Notice of Disagreement") to Buyer prior to such date. During the 60-day period following receipt of the Statement by Seller, Seller shall be determined permitted to review the working papers of Buyer relating to the Statement. To be effective, a Notice of Disagreement must (i) specify in accordance with this Agreement reasonable detail the nature of any disagreement so asserted and (the “Estimated ii) set forth a single proposed Purchase Price Adjustment Amount”). The Sellers’ If a Notice of Disagreement is received by Buyer in a timely manner, then the Statement shall be accompanied by a certification of the Partnership’s authorized manager to the effect that such Sellers’ Statement has been prepared in good faith (as revised in accordance with this Agreement based clauses (A) or (B) below) shall become final and binding upon Seller and Buyer on the books earlier of (A) the date Seller and records Buyer resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (B) the Partnership and be reasonably satisfactory to Purchaser and Sellers shall provide access to review date any disputed matters are finally resolved in writing by the books and records of the Partnership in order to determine if Sellers’ Statement is reasonably satisfactory. If the Estimated Purchase Price Adjustment Amount is a negative number, then the Purchase Price payable at Closing shall be decreased by 100% of the absolute value of such amount. If the Estimated Purchase Price Adjustment Amount is a positive number, then the Purchase Price payable at Closing shall be increased by 80% of such amountIndependent Accounting Firm. (b) As soon During the 60-day period following the delivery of a Notice of Disagreement, Seller and Buyer shall seek in good faith to resolve in writing any differences to the matters specified in the Notice of Disagreement. During such period, Buyer shall have access to the working papers of Seller prepared in connection with the Notice of Disagreement. At the end of such 60-day period, Seller and Buyer shall submit to an independent accounting firm (the "Independent Accounting Firm") for review and resolution any and all matters which remain in dispute and which were properly included in the Notice of Disagreement. The Independent Accounting Firm shall be a nationally recognized "Big Four" accounting firm as practicable, but shall be agreed upon by Seller and Buyer in no event more than 90 writing. Seller and Buyer shall use all reasonable efforts to cause the Independent Accounting Firm to render a decision resolving the matters submitted to the Independent Accounting Firm within 30 days following submission. Seller and Buyer agree that judgment may be entered upon the Closing, Purchaser shall prepare, or cause determination of the Independent Accounting Firm in any court having jurisdiction over the party against which such determination is to be prepared, and deliver to Sellers, a statement (the “Purchaser’s Statement”) enforced. The cost of the actual process of rendering a decision on the matters submitted to the Independent Accounting Firm (including the fees and expenses of the Independent Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 2.03(b) shall be borne by the party whose Purchase Price Adjustment Amount, as set forth in the Statement or the Notice of Disagreement, as the Closing Datecase may be, which shall be is furthest from the Purchase Price Adjustment Amount as determined in accordance with this Agreement. The Purchaser’s Statement shall be accompanied by a certification of an officer of Purchaser to the effect that such Purchaser’s Statement has been prepared in good faith in accordance with this Agreement based on the books and records of the PartnershipIndependent Accounting Firm. (c) Sellers and Sellers’ accountants (i) If Shareholders' Equity exceeds $6,007,127 (the "Target Amount") by more than ten percent, then the total amount by which Shareholders' Equity exceeds the Target Amount shall complete their review of be deducted from the Purchaser’s Statement and Purchaser’s calculations of Payroll Revenues Adjustment Amount. If the Target Amount exceeds Shareholders' Equity by more than ten percent, then the total amount by which the Target Amount exceeds Shareholders' Equity shall be added to the Payroll Revenues Adjustment Amount. The Payroll Revenues Adjustment Amount as so adjusted in accordance with this Section 2.03(c) shall be referred to herein as the "Purchase Price Adjustment Amount." If the Purchase Price Adjustment Amount within 30 days after delivery thereof by Purchaser. In is zero or greater, the event that Sellers determine in good faith that the Purchaser’s Statement has not been prepared in accordance with this Agreement, Sellers shall, on or before the last day of such 30-day period, so inform Purchaser in writing setting forth a specific description excess of the basis of Sellers’ determination and the adjustments to such Purchaser’s Statement and the corresponding adjustments to the applicable Estimated Purchase Price Adjustment Amount that Sellers believe should be made in accordance with this Agreement (a “Sellers’ Objection”). If no Sellers’ Objection is received by Purchaser on or before the last day of such 30-day period, then over the Purchase Price Adjustment Amount set forth in the Purchaser’s Statement shall be final and binding upon Sellersthe Purchase Price. Purchaser shall have 30 days from its receipt of a Sellers’ Objection to review and respond to such Sellers’ Objection. (d) If Sellers and Purchaser are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in any Sellers’ Objection within 15 days following the completion of Purchaser’s review of such Sellers’ Objection, they shall refer any remaining disagreements to the CPA Firm which, acting as experts and not as arbitrators, shall determine, in accordance with this Agreement based on the books and records of the Partnership, and only with respect to the remaining differences so submitted (and within the range of dispute between Purchaser’s Statement and Sellers’ Objection with respect to each such difference), whether and to what extent, if any, any Purchase Price Adjustment Amount requires adjustment. Purchaser and Sellers shall instruct the CPA Firm to deliver its written determination to Purchaser and Sellers no later than 30 days after the remaining differences underlying any such Sellers’ Objection are referred to the CPA Firm. The CPA Firm’s determination shall be conclusive and binding upon Purchaser and Sellers and their respective Affiliates, absent manifest error. With respect to Sellers’ Objection, the fees and disbursements of the CPA Firm shall be borne equally by Sellers and Purchaser. Purchaser and Sellers shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants, to the extent permitted by such accountants) relating to the determination of the Purchase Price Adjustment Amount and all other items reasonably requested by the CPA Firm in connection therewith. (e) Purchaser shall provide to Sellers and their accountants full access to the books and records of the Partnership and to any other information, including work papers of its accountants (to the extent permitted by such accountants), and to its accountants and employees during regular business hours and on reasonable advance notice, to the extent reasonably necessary for Sellers to review Purchaser’s Statement, to prepare a Sellers’ Objection, if any, and to prepare materials for presentation to the CPA Firm in connection with Section 2.5(d). Sellers and their accountants shall have full access to all information used by Purchaser in preparing such Purchaser’s Statement, including the work papers of its accountants (to the extent permitted by such accountants). (f) Upon satisfaction of the applicable procedures of this Section 2.5is less than zero, the Purchase Price shall be adjusted by an amount equal to (i) the Final Adjustment Amount minus (ii) 80% sum of the Estimated Purchase Price Adjustment Amount if the Estimated Purchase Price Adjustment Amount was positive or 100% of and the Purchase Price Adjustment Amount if the Estimated Purchase Price Adjustment Amount was negative (such amount, the “Subsequent Adjustment Amount”). If the Subsequent Adjustment Amount is expressed as a positive number) shall be the Purchase Price. Notwithstanding anything to the contrary in this Article II, then in no event shall the Purchase Price shall be increased by the Subsequent Adjustment Amount and Purchaser shall promptly (and in any event within five business days) after the final determination thereof pay to Sellers the Subsequent Adjustment Amount divided among Sellers as set forth on Schedule 2.3 of the Disclosure Letter. If the Subsequent Adjustment Amount is a negative number, then the Purchase Price shall be decreased by the absolute value of the Subsequent Adjustment Amount and Purchaser shall be entitled to a payment equal to the Subsequent Adjustment Amount from the Escrow Amount and/or Sellers, at Purchaser’s election, promptly (and in any event within five business days) after the final determination of the Subsequent Adjustment Amount; provided, further, that, to the extent Purchaser elects to seek some less than $12,900,000 or all of the Subsequent Adjustment Amount directly from Sellers, Sellers shall promptly (and in any event within five business days) after the final determination thereof pay to Purchaser the Subsequent Adjustment Amount by wire transfer of immediately available funds to an account designated by Purchasermore than $14,500,000.