Common use of Adjustment Procedure Clause in Contracts

Adjustment Procedure. If within the first six (6) months after the Closing Date, the Buyer believes that the Stock Purchase Balance Sheet contains a material error (materiality for this purpose being deemed to be a change of more than five percent [5%]), then Buyer shall notify the Sellers and provide the documentation which serves as the basis of its belief that the Stock Purchase Balance Sheet used for purposes of the Closing is incorrect. For purposes of its review of the Stock Purchase Balance Sheet, Buyer agrees that it shall not seek any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company or to reclassify the useful life of any of the Company's fixed assets. Rowe shall then have thirty (00) days from receipt of the documentation from the Buyer to object to the Buyer's calculation. If no objection is made by Rowe, then the adjustment shxxx be made up or down proportionately to the conditional payments provided for in Paragraph 2.2(b) of this Agreement. If Rowe does provide notice of xxx objection to the Buyer within the specified thirty (30) day time frame, then the issues in dispute will be submitted to Dermody, Burke & Brown, Certxxxxx Xxxxxx Xccoxxxxxts (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination. Any change in the Balance Sheet Value determined by the Accountants, shall effect a dollar-for-dollar change in the conditional payments specified in Paragraph 2.2(b) and such change shall be allocated proportionately among the Shareholders. If it is determined that there is a material error in the Balance Sheet which also results in the same error in the Stock Purchase Balance Sheet, then the adjustment procedure set forth in this Section 2.6 shall be Buyer's sole remedy. If it is determined that there is a material error in the Company's Financial Statements which does not impact the Stock Purchase Balance Sheet, then Buyer's sole remedy shall be under the indemnification provisions in Section 10 of this Agreement.

Adjustment Procedure. If Sellers will prepare financial statements (“Closing Financial Statements”) of the Company in accordance with GAAP (as defined in Section 2.7(b)) as of the Closing Date and for the period from April 30, 2004 through the Closing Date, including a computation of Net Current Assets of the Company as of the Closing Date. Sellers will deliver the Closing Financial Statements to Buyer within the first six seventy-five (675) months days after the Closing Date, the Buyer believes that the Stock Purchase Balance Sheet contains a material error (materiality for this purpose being deemed to be a change of more than five percent [5%]), then Buyer shall notify the Sellers and provide the documentation which serves as the basis of its belief that the Stock Purchase Balance Sheet used for purposes of the Closing is incorrect. For purposes of its review of the Stock Purchase Balance Sheet, Buyer agrees that it shall not seek any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company or to reclassify the useful life of any of the Company's fixed assets. Rowe shall then have thirty (00) days from receipt of the documentation from the Buyer to object to the Buyer's calculation. If no objection is made by Rowe, then the adjustment shxxx be made up or down proportionately to the conditional payments provided for in Paragraph 2.2(b) of this Agreement. If Rowe does provide notice of xxx objection to the Buyer within the specified thirty (30) day time framedays following delivery of the Closing Financial Statements, Buyer has not given Sellers notice of its objection to the Closing Financial Statements (such notice must contain a reasonably detailed statement of the basis of Buyer’s objection), then the Net Current Assets reflected in the Closing Financial Statements will be used in computing the Adjustment Amount. If Buyer gives such notice of objection, then the issues in dispute will be submitted to Dermodyindependent certified public accountants not currently engaged by Holdings, Burke & Brown, Certxxxxx Xxxxxx Xccoxxxxxts Buyer or their respective Affiliates (the "“Accountants"), ”) for resolution. If issues in dispute are submitted to the Accountants for resolution, (ia) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (iib) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iiic) Buyer and Sellers Holdings will each bear 50% of the fees of the Accountants for such determination. Any change On the tenth business day following the final determination of the Adjustment Amount, if the Purchase Price is greater than US$15,000,000, Buyer will pay the difference to Holdings, and if the Purchase Price is less than such amount, Holdings will pay the difference to Buyer. All payments of the Adjustment Amount will be made together with Interest beginning on the Closing Date and ending on the date of payment. Payments must be made in immediately available funds. Payments to Holdings must be made in the Balance Sheet Value determined by the Accountants, shall effect a dollar-for-dollar change in the conditional payments specified in Paragraph 2.2(b) and such change shall be allocated proportionately among the Shareholders. If it is determined that there is a material error in the Balance Sheet which also results in the same error in the Stock Purchase Balance Sheet, then the adjustment procedure manner set forth in this Section 2.6 1.4(b)(i). Payments to Buyer must be made by wire transfer to such bank account as Buyer will specify. The recipient of the Interest shall be Buyer's sole remedy. If it is determined that there is a material error in the Company's Financial Statements which does not impact the Stock Purchase Balance Sheet, then Buyer's sole remedy shall be under the indemnification provisions in Section 10 of this Agreementpay any income Taxes on such amount.

Adjustment Procedure. If (a) The Stockholder Representative will prepare and will cause the Company's certified public accountants to review consolidated financial statements ("Closing Financial Statements") of the Company as of the Closing Date and for the period from the date of the Interim Balance Sheet (as defined in Section 3.6 below) through the Closing Date, including a computation of the Company's cash and cash equivalents (the "Final Cash Amount"), Net Working Capital, Assumed Debt and Benefit Expense Proration as of the Closing Date. The Stockholder Representative will deliver the Closing Financial Statements (together with detail and working papers reasonably required for Buyer's review including tax accruals for the short tax period ending at the Closing) to the Buyer within the first six (6) months sixty days after the Closing Date. If, within thirty days following delivery of the Closing Financial Statements, the Buyer believes that has not given the Stock Purchase Balance Sheet contains Stockholder Representative notice of its objection to the Closing Financial Statements (such notice must contain a material error (materiality for this purpose being deemed to be a change detailed statement of more than five percent [5%]the basis of the Buyer's objection), then Buyer shall notify the Sellers and provide the documentation which serves as the basis of its belief that the Stock Purchase Balance Sheet used for purposes of the Closing is incorrect. For purposes of its review of the Stock Purchase Balance Sheet, Buyer agrees that it shall not seek any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company or to reclassify the useful life of any of the Company's fixed assets. Rowe shall then have thirty (00) days from receipt Final Cash Amount and Net Working Capital and Assumed Debt and Benefit Expense Proration reflected in the Closing Financial Statements will be used in computing the amount to be paid by Buyer for the Company's cash and cash equivalents and the Adjustment Amount, the amount of the documentation from Assumed Debt and the Benefit Expense Proration amount. If the Buyer to object to the Buyer's calculation. If no objection is made by Rowe, then the adjustment shxxx be made up or down proportionately to the conditional payments provided for in Paragraph 2.2(b) of this Agreement. If Rowe does provide gives such notice of xxx objection to the Buyer within the specified thirty (30) day time frameobjection, then the issues in dispute will be submitted to Dermody, Burke & Brown, Certxxxxx Xxxxxx Xccoxxxxxts such nationally recognized accounting firm (other than Artxxx Xxdxxxxx) xs the Parties may designate (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) the Buyer and the Stockholder Representative each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party the Stockholder Representative and the Buyer or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material materials relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties the Stockholder Representative and the Buyer by the Accountants, will be made within sixty days of submission and will be binding and conclusive on the partiesBuyer and the Company Stockholders; and (iii) the Buyer and Sellers the Company Stockholders will each bear 50% one-half of the fees of the Accountants for such determination. Any change . (b) On the tenth business day following the final determination of the Cash Adjustment Amount, the Adjustment Amount, the amount of the Assumed Debt and the Benefit Expense Proration, if the Purchase Price, as adjusted in the Balance Sheet Value determined manner provided herein, is greater than the Estimated Purchase Price paid by the AccountantsBuyer pursuant to Section 1.9, the Buyer will deposit with the Exchange Agent the difference together with the Net Working Capital Holdback described in Section 2.2(a)(ii), and if such Purchase Price is less than such Estimated Purchase Price (the "Purchase Price Shortfall"), (i) the Escrow Agent will pay to the Buyer the amount by which the Purchase Price Shortfall exceeds the Net Working Capital Holdback, if the Purchase Price Shortfall is greater than the amount of the Net Working Capital Holdback, or (ii) the Buyer shall effect a dollar-for-dollar change deposit with the Exchange Agent the amount by which the Net Working Capital Holdback exceeds the Purchase Price Shortfall, if the amount of the Net Working Capital Holdback is greater than the Purchase Price Shortfall. All payments will be made together with interest at 8% per annum beginning on the Closing Date and ending on the date of payment. Deposits made with the Exchange Agent shall be made by wire transfer of immediately available funds and will be allocated to the holders of Common Stock (and the interest in the conditional payments specified Common Stock represented by Dissenting Shares) as provided in Paragraph 2.2(bSection 1.6. Payment to the Buyer (other than under its representative right attributable to Dissenting Shares) and such change shall be allocated proportionately among made out of the Shareholders. If it is determined that there is a material error Escrow Fund (as defined in the Balance Sheet which also results Escrow Agreement) pursuant to the terms of the Escrow Agreement and be debited against the amount otherwise payable to the holders of Common Stock and the interest in the same error in Common Stock represented by Dissenting Shares from the Stock Purchase Balance Sheet, then the adjustment procedure set forth in this Section 2.6 shall be Buyer's sole remedy. If it is determined that there is a material error in the Company's Financial Statements which does not impact the Stock Purchase Balance Sheet, then Buyer's sole remedy shall be under the indemnification provisions in Section 10 of this AgreementEscrow Fund.

Adjustment Procedure. If (a) Buyer and Sellers will jointly prepare financial statements ("Closing Financial Statements") of the Company as of the Closing Date and for the period from the date of the Balance Sheet through the Closing Date, including a computation of stockholders' equity as of the Closing Date. Buyer and Sellers agree to complete the Closing Financial Statements within the first six (6) months sixty days after the Closing Date. If within thirty days following completion of the Closing Financial Statements, neither Buyer nor Sellers have objected to the Buyer believes that Closing Financial Statements (such objection must contain a statement of the Stock Purchase Balance Sheet contains a material error (materiality for this purpose being deemed to be a change basis of more than five percent [5%]the objection), then Buyer shall notify the Sellers and provide the documentation which serves as the basis of its belief that the Stock Purchase Balance Sheet used for purposes of stockholders' equity reflected in the Closing is incorrect. For purposes of its review of Financial Statements will be used in computing the Stock Purchase Balance Sheet, Buyer agrees that it shall not seek any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company or to reclassify the useful life of any of the Company's fixed assets. Rowe shall then have thirty (00) days from receipt of the documentation from the Buyer to object to the Buyer's calculationAdjustment Amount. If no objection is made by Rowe, then the adjustment shxxx be made up Buyer or down proportionately to the conditional payments provided for in Paragraph 2.2(b) of this Agreement. If Rowe does provide Sellers give notice of xxx objection objection, or if Buyer and Sellers are unable to agree on how the Buyer within the specified thirty (30) day time frameClosing Financial Statements should be prepared, then the issues in dispute will be submitted to Dermody, Burke & Brown, Certxxxxx Xxxxxx Xccoxxxxxts the Accountants and the independent certified public accountants utilized by the Company prior to the Closing (the "Company Accountants"), ) for resolution. If issues in dispute are submitted to the Accountants and the Company Accountants for resolution, (i) each party will furnish to the Accountants respective accounting firms such workpapers and other documents and information relating to the disputed issues as the Accountants respective accounting firms may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants respective accounting firms any material relating to the determination and to discuss the determination with the Accountantsrespective accounting firms; (ii) the determination by the Accountantstwo accounting firms, as set forth in a notice delivered to both parties by the Accountantstwo accounting firms, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants two accounting firms for such determination. Any change in In the Balance Sheet Value determined event the two accounting firms are unable to agree on how the Closing Financial Statements should be prepared then the issues and dispute will be submitted to a third accounting firm chosen by the Accountants, shall effect a dollar-for-dollar change in Accountants and the conditional payments specified in Paragraph 2.2(bCompany Accountants for resolution. The determination by the third accounting firm will be binding and conclusive on the parties. Buyer and Sellers will each bear 50% of the fees of the third accounting firm for such determination. (b) and such change shall be allocated proportionately among On the Shareholders. If it is determined tenth business day following the final determination that there is an Adjustment Amount and the amount of the Adjustment Amount, if the Adjustment Amount results in a material error reduction to the Purchase Price, Sellers will pay the amount of the Adjustment Amount to Buyer. If the Adjustment Amount results in an increase in the Balance Sheet which also results in Purchase Price, Buyer will pay the same error in amount of the Stock Purchase Balance SheetAdjustment Amount to Sellers, then payments of the adjustment procedure set forth in this Section 2.6 shall Adjustment Amount must be Buyer's sole remedy. If it is determined that there is a material error in made by wire transfer to such bank accounts as Buyer or Sellers, as the Company's Financial Statements which does not impact the Stock Purchase Balance Sheetcase may be, then Buyer's sole remedy shall be under the indemnification provisions in Section 10 of this Agreementwill specify.

Adjustment Procedure. If 2.8.1. The Stockholder Representative shall cause to be prepared a consolidated balance sheet of the Acquired Companies as of the Closing Date (the "Closing Balance Sheet"). The Closing Balance Sheet shall be prepared according to GAAP, applied on a basis consistent with the policies and practices used to create the December 31, 2003 Balance Sheet; provided, however that the Balance Sheet Adjustments as finally established will be reflected in Closing Balance Sheet even if not in accordance with GAAP. The Closing Balance Sheet shall be delivered by the Stockholder Representative to Xxxxxx within the first six forty-five (645) months after days following the Closing Date. The Stockholder Representative may use the services of Xxxx Xxxxx and others who may be employed by Xxxxxx, without compensation to Xxxxxx, to effect and/or fulfill any of his obligations under this Section 2.8. 2.8.2. If Xxxxxx, within forty-five (45) days following delivery of the Buyer believes that the Stock Purchase Closing Balance Sheet contains a material error by the Stockholder Representative, has not given the Stockholder Representative written notice of objection as to any amounts set forth on the Closing Balance Sheet (materiality for this purpose being deemed to be a change which notice shall state the basis of more than five percent [5%]the Xxxxxx' objection), then Buyer shall notify the Sellers and provide the documentation which serves as the basis of its belief that the Stock Purchase Closing Balance Sheet as delivered by the Stockholder Representative shall be final, binding and conclusive on the Parties and be used for purposes in computing the Adjustment Amount. During such forty-five (45) days, the Stockholder Representative shall furnish or cause to be furnished to Xxxxxx (which Xxxxxx may provide to PricewaterhouseCoopers), such work papers and other documents and information relating to the Closing Balance Sheet as they may reasonably request from or that are available to the Stockholder Representative and Xxxxxxxx, and their accountants (including Xxxxx Xxxxxxxx LLP) or other agents. 2.8.3. If Xxxxxx duly gives the Stockholder Representative notice of objection, and if Xxxxxx and the Stockholder Representative fail to resolve all such issues within forty-five (45) days of the Closing is incorrect. For purposes Stockholder Representative's receipt of its review of Xxxxxx' objection notice, then the Stock Purchase Balance SheetStockholder Representative and Xxxxxx shall submit the issues remaining in dispute (the "Disputed Issues"), Buyer agrees that it shall not seek which issues may include issues raised by any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company or to reclassify the useful life of any of the Company's fixed assets. Rowe shall then have thirty (00) days from Party after receipt of the documentation from objection notice, to Deloitte & Touche, which shall act in this regard fully independently (the Buyer to object to "Independent Accountants") for resolution applying the Buyer's calculationprinciples, policies and practices set forth in Section 2.7 and 2.8, as applicable. If no objection is made by RoweThe Independent Accountants shall resolve the disputed issues as quickly as reasonably possible, then the adjustment shxxx be made up or down proportionately to the conditional payments provided for but in Paragraph 2.2(b) of this Agreement. If Rowe does provide notice of xxx objection to the Buyer any event within the specified thirty (30) day time frame, then days after submission by the issues in dispute will be submitted to Dermody, Burke & Brown, Certxxxxx Xxxxxx Xccoxxxxxts (the "Accountants"), for resolutionParties. If issues in dispute are submitted to the Independent Accountants for resolution, then: (ia) each party will the Stockholder Representative (on behalf of all Stockholders for all purposes and obligations under this Section 2.8.3) and Xxxxxx shall execute any agreement(s) required by the Independent Accountants to accept their engagement pursuant to this Section 2.8.3; (b) the Stockholder Representative and Xxxxxx shall promptly furnish or cause to be furnished to the Independent Accountants such workpapers work papers and other documents and information relating to the disputed issues as the Independent Accountants may reasonably request and that are available to that party Party or its Subsidiaries (accountants or its independent public accountants)other agents, and will shall be afforded the opportunity to present to the Accountants Independent Accountants, with a copy to the other Party, any written material relating to the determination and to discuss the determination with the Accountants; disputed issues; (iic) the determination by the Independent Accountants, as set forth in a notice to be delivered by the Independent Accountants to both parties by the AccountantsStockholder Representative and Xxxxxx, will shall be final, binding and conclusive on the parties; Parties and (iii) Buyer and Sellers will each bear 50% shall be used to prepare the final Closing Balance Sheet, which shall become binding on the Parties as of the fees date of the determination notice sent by the Independent Accountants; and (d) fees and costs of the Independent Accountants for such determination. Any change in determination shall be paid (i) if any payment is due with respect to the Balance Sheet Value determined Disputed Issues, by the AccountantsParty from whom the payment is due, shall effect a dollar-for-dollar change in and (ii) if no payment is due, by the conditional payments specified in Paragraph 2.2(b) and such change shall be allocated proportionately among Party who raised the Shareholders. If it is determined that there is a material error in the Balance Sheet which also results in the same error in the Stock Purchase Balance Sheet, then the adjustment procedure set forth in this Section 2.6 shall be Buyer's sole remedy. If it is determined that there is a material error in the Company's Financial Statements which does not impact the Stock Purchase Balance Sheet, then Buyer's sole remedy shall be under the indemnification provisions in Section 10 of this AgreementDisputed Issues.

Adjustment Procedure. If (a) The Seller will prepare and the Buyer's Auditors, Price Waterhouse L.L.P., will audit the Closing Financial Statements of the Seller. The Seller will deliver the Closing Financial Statements to Buyer and the Buyer's Auditor within the first six forty-five (645) months days after the Closing Date. The Buyer and the Buyer's Auditor shall have forty-five (45) days after receipt of the Closing Financial Statements from the Seller to review the Closing Financial Statements and deliver to the Buyer and the Seller the Auditor's Report stating that the Closing Financial Statements fairly present (1) the Balance Sheet and the statement of Net Assets of Seller at February 28, 1998 in conformity with Generally Accepted Accounting Principles applied on a consistent basis with the past practices of Seller and with the August 1, 1997 Balance Sheet and (2) the Operating Income of Seller for the fiscal year ended February 28, 1998 in conformity with Generally Accepted Accounting Principles applied on a consistent basis with the past practices of the Seller and with Seller's Operating Income Statement for the five (5) months ended July 31, 1997 and the March 1997 Forecast. If within ten (10) days following delivery of the Auditor's Report, either party has not given notice of its objection to the Closing Financial Statements (such notice must contain a statement of the basis of such objection), then the Capital Employed and Operating Income reflected in the Closing Financial Statements will be used in computing the adjustment amount set forth in Section 2.10(c). If either party gives such notice of objection, the Buyer believes that and the Stock Purchase Balance Sheet contains a material error Seller shall attempt in good faith to resolve the matter or matters in dispute. If the Buyer and the Seller, notwithstanding such good faith effort, shall have failed to resolve the matter or matters in dispute within twenty (materiality for this purpose being deemed to be a change of more than five percent [5%]), then Buyer shall notify the Sellers and provide the documentation which serves as the basis of its belief that the Stock Purchase Balance Sheet used for purposes of the Closing is incorrect. For purposes of its review of the Stock Purchase Balance Sheet, Buyer agrees that it shall not seek any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company or to reclassify the useful life of any of the Company's fixed assets. Rowe shall then have thirty (0020) business days from after receipt of the documentation from the Buyer to object to the Buyer's calculation. If no objection is made by Rowewritten notice of dispute, then the adjustment shxxx any remaining disputed matters shall be made up or down proportionately to the conditional payments provided for in Paragraph 2.2(b) finally and conclusively determined by an independent auditing firm of this Agreement. If Rowe does provide notice of xxx objection to the Buyer within the specified thirty (30) day time frame, then the issues in dispute will be submitted to Dermody, Burke & Brown, Certxxxxx Xxxxxx Xccoxxxxxts recognized national standing (the "AccountantsArbiter")) selected by the Buyer and the Seller, for resolutionwhich shall be Arthur Andersen L.L.P., unless such fxxx xxalx xxxx x conflict of interest with the Buyer or the Seller which is not waived by the appropriate party. If issues in dispute are submitted to Promptly, but not later than twenty (20) business days after its acceptance of its appointment, the Accountants for resolution, Arbiter shall determine (i) each party will furnish to the Accountants such workpapers based upon a review of work papers and other documents and information relating to the disputed issues as the Accountants Arbiter may request) only those issues in dispute and shall render a report as to the disputes, which report shall be conclusive and binding upon the parties hereto. If within twenty (20) business days of the receipt of a written notice of dispute the parties determine that Arthur Andersen cannot serve as the Arbxxxx xexxxxx xx a conflict of interest with either the Buyer or the Seller and the parties cannot agree upon a substitute within such period, the parties shall submit the matter of the selection of the Arbiter to the American Arbitration Association ("AAA") for resolution. Any such arbitration shall take place in, and shall be in accordance with the Commercial Arbitration Rules of the AAA in Hartford, Connecticut. Each of the Buyer and the Seller shall promptly select a single arbitrator and file with the AAA a notice of appointment. The two (2) arbitrators so chosen shall select a third arbitrator who shall act as chairperson of the arbitration. If either the Buyer or the Seller should abstain from selecting an arbitrator, or should the two arbitrators selected above fail to select a third, then at the request of either party, the President of the AAA shall select an arbitrator, to fill the vacant position within ten (10) business days of such request. The arbitration panel shall thereafter select the Arbiter, and the Buyer and the Seller agree to cooperate with the arbitration panel to facilitate the speedy selection of the Arbiter. The fees and expenses of the arbitration panel shall be borne fifty percent (50%) by the Buyer and fifty percent (50%) by the Seller. In resolving any disputed item, the Arbiter may not assign a value to any particular 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 in each case, as presented to the Arbiter. The fees and disbursements of the Arbiter shall be allocated between the Buyer and the Seller based upon the percentage ratio that the sum of the net amounts subject to dispute resolved against each of the parties bears to the total of the net amounts subject to dispute. For this purpose, the "net amounts subject to dispute" shall represent the difference between the amount of such items as proposed by the Buyer and the corresponding amount of such items proposed by the Seller, in each case as submitted to the Arbiter. (b) On the tenth (10th) business day following the date on which the Closing Financial Statements are agreed to in accordance with Section 2.11(a), the final determination of the Purchase Price Adjustment shall be made, and paid in accordance with Section 2.10(c). (c) For purposes of complying with the terms set forth herein, each party shall cooperate with and promptly make available to that the other party or and its Subsidiaries (or its independent public accountants)auditors and representatives, all information, records, data, auditors' working papers, and access to its personnel, shall permit access to its facilities and shall permit the other party and its auditors and representatives to make copies of all information, records, data and auditors' working papers, in each case as may be reasonably required in connection with the analysis of the Closing Financial Statements, the calculation of the Capital Employed and Operating Income and the resolution of any dispute(s) thereunder. Buyer acknowledges that the Percentage-of-Completion Method of Accounting shall be used in the preparation of the Closing Financial Statements in connection with shop orders related to the Pratt and Whitney job and the Johnson & Xxxxson jobs (shop order numxxxx 00244 xxx 00905). Seller represents that the Johnson & Johnson jobs are scheduled fox xxxxtanxxxx xompletion in February 1998 and actual delivery in February or March 1998 and the Pratt & Whitney job is scheduled for xxxual delivery in April 1998. Seller agrees that the consideration required to be paid by Buyer under the Technology Assignment Agreement shall not apply to the Pratt and Whitney job and the Johnson axx Xxhnson xxxx (shop order nxxxxxx 34240 xxx 04905). Buyer and Seller agree that any audit adjustments (excluding the adjustment pursuant to Section 2.10(b) proposed by Buyer's Auditor to the Closing Financial Statements will be afforded the opportunity to present included only to the Accountants any material relating to the determination extent such audit adjustments exceed Ten Thousand and to discuss the determination with the Accountants; 00/100 Dollars (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination. Any change in the Balance Sheet Value determined by the Accountants, shall effect a dollar-for-dollar change in the conditional payments specified in Paragraph 2.2(b$10,000.00) and such change shall be allocated proportionately among audit adjustments will not include any adjustments to (1) the Shareholders. If it is determined that there is a material error in Intellectual Property Assets, as long as the Balance Sheet which also results in Intellectual Property Assets are accounted for consistently with the same error in the Stock Purchase Balance Sheet, then the adjustment procedure set forth in this Section 2.6 shall be Buyer's sole remedy. If it is determined that there is a material error in the Company's Financial Statements which does not impact the Stock Purchase Balance Sheet, then Buyer's sole remedy shall be under the indemnification provisions in Section 10 past practices of this AgreementSeller (2) Taxes and (3) Environmental Laws.

Adjustment Procedure. (a) Attachment 1.6 to this Agreement is a Balance Sheet of the Company agreed to by the parties that reflect the agreed upon Balance Sheet of the Company as of the close of business December 31, 2004 for the purpose of valuing the Company pursuant to this Agreement (the “Closing Balance Sheet”). If within sixty days following the first six (6) months after Closing, Buyer has not given Seller notice of its objection to the Closing Date, the Buyer believes that the Stock Purchase Balance Sheet contains (which notice must contain a material error (materiality for this purpose being statement of the basis of Buyer’s objection), then the total equity reflected in the Closing Financial Balance Sheet will be deemed to be a change of more than five percent [5%]), then Buyer shall notify the Sellers and provide the documentation which serves as the basis of its belief that the Stock Purchase Balance Sheet used for purposes of the Closing is incorrect. For purposes of its review of the Stock Purchase Balance Sheet, Buyer agrees that it shall not seek any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company or to reclassify the useful life of any of the Company's fixed assets. Rowe shall then have thirty (00) days from receipt of the documentation from the Buyer to object to the Buyer's calculationcorrect. If no objection is made by Rowe, then the adjustment shxxx be made up or down proportionately to the conditional payments provided for in Paragraph 2.2(b) of this Agreement. If Rowe does provide Buyer gives such notice of xxx objection and if Buyer and Seller do not agree to the Buyer an Adjustment Amount within the specified thirty (30) day time framedays of notice of such objection, then the issues in dispute will be submitted to DermodyXxxxxxxxx & O’Dell, Burke & BrownTulsa Oklahoma, Certxxxxx Xxxxxx Xccoxxxxxts certified public accountants (the "“Accountants"”), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will shall promptly furnish to the Accountants such workpapers work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries or Affiliates (or its or their independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the partiesParties; and (iii) Buyer and Sellers Seller will each bear 50% of the fees of the Accountants for such determination. (b) On the tenth business day following the final determination of the Adjustment Amount, if the Adjustment Amount requires that additional consideration be paid to Seller, Buyer will pay the Adjustment Amount to Seller, and if the Adjustment Amount requires that Seller refund a portion of the Purchase Price to Buyer, Seller will pay the Adjustment Amount to Buyer. Any change Payment of the Adjustment Amount will be made without interest if timely made, if such payment is not timely made, interest shall accrue thereon at the rate of 5% per annum commencing from the tenth business day following such final determination. Payments must be made in immediately available funds by wire transfer to such bank account as the Balance Sheet Value determined by the Accountants, recipient of such payment shall effect a dollar-for-dollar change in the conditional payments specified in Paragraph 2.2(b) and such change shall be allocated proportionately among the Shareholders. If it is determined that there is a material error in the Balance Sheet which also results in the same error in the Stock Purchase Balance Sheet, then the adjustment procedure set forth in this Section 2.6 shall be Buyer's sole remedy. If it is determined that there is a material error in the Company's Financial Statements which does not impact the Stock Purchase Balance Sheet, then Buyer's sole remedy shall be under the indemnification provisions in Section 10 of this Agreementspecify.

Adjustment Procedure. If within the first six (6a) months Within thirty (30) days after the Closing DateClosing, Buyer will cause KRI's certified public accountants to prepare a balance sheet ("June 14, 1998 Balance Sheet") of KRI as of June 14, 1998, including a computation of Stockholders' Equity and cash on hand as of June 14, 1998. Buyer shall deliver to Shareholders the Buyer believes that the Stock Purchase June 14, 1998 Balance Sheet contains a material error (materiality for this purpose being deemed to be a change of more than five percent [5%]), then Buyer shall notify the Sellers and provide the documentation which serves as the basis of its belief that the Stock Purchase Balance Sheet used for purposes of the Closing is incorrect. For purposes of its review of the Stock Purchase Balance Sheet, Buyer agrees that it shall not seek any adjustment under this Section 2.6 based upon Buyer's decision to increase any reserves of the Company or to reclassify the useful life of any of the Company's fixed assets. Rowe shall then have thirty (00) days from receipt of the documentation from the Buyer to object to the Buyer's calculation. If no objection is made by Rowe, then the adjustment shxxx be made up or down proportionately to the conditional payments provided for in Paragraph 2.2(b) of this Agreement. If Rowe does provide notice of xxx objection to the Buyer within the specified such thirty (30) day time frameperiod. If, within thirty (30) days following delivery of the June 14, 1998 Balance Sheet, Shareholders have not given Buyer notice of any objection to the June 14, 1998 Balance Sheet, then the Stockholders' Equity and cash on hand reflected in the June 14, 1998 Balance Sheet will be used in computing the Cash Consideration Adjustment, if any. If Shareholders give such notice of objection, then the issues in dispute will be submitted to DermodyXxxxxx Xxxxxxxx & Co., Burke & Brown, Certxxxxx Xxxxxx Xccoxxxxxts certified public accountants (the "Accountants"), for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers Shareholders will each bear 50% of the fees of the Accountants for such determination. Any change On the tenth business day following the final determination of the Cash Consideration Adjustment, if the total Cash Consideration should be greater than $3,000,000 in the Balance Sheet Value accordance with Section 2.5 as determined by the Accountants, shall effect a dollar-for-dollar change Buyer will pay the difference to Shareholders, and if the total Cash Consideration should be less than $3,000,000 in accordance with Section 2.5 as determined by the Accountants, Shareholders will pay the difference to Buyer. Payments must be made in immediately available funds. Payments to Shareholders must be made in the conditional payments manner specified in Paragraph 2.2(b) Section 2.4(c)(i). Payments to Buyer must be made by wire transfer to such bank account as Buyer will specify. Notwithstanding the foregoing, the June 14, 1998 Balance Sheet and such change the Cash Consider ation Adjustment, if any, shall be allocated proportionately among further subject to year end adjustments based on the 1998 Financial Statements. If there are any such year end adjustments affecting the June 14, 1998 Balance Sheet and Cash Consideration Adjustment, if any, and the parties are not in agreement on the amount of the adjustment to the Cash Considerations Adjustment, if any, then such dispute shall be submitted to the Accountants for binding and conclusive resolution as contemplated by Section 2.6(b). (b) As soon as practical after December 31, 1998, but in no event later than April 1, 1999 Buyer shall cause KRI's certified public accountants to prepare annual audited financial statements for KRI (the "1998 Financial Statements"). As soon as the 1998 Financial Statements are completed, Buyer will deliver copies to each of Shareholders. If it is determined that there is within thirty (30) days following delivery of the 1998 Financial Statements, Shareholders have not given Buyer notice of any objection to the 1998 Financial Statements (such notice must contain a material error in statement of the Balance Sheet which also results in the same error in the Stock Purchase Balance Sheetbasis of Shareholders' objection), then the adjustment procedure Pre-Tax Financial Income reflected in the 1998 Financial Statements will be used in computing the Stock Consideration Adjustment pursuant to the formula set forth in this Section 2.6 2.5(b) above. If Shareholders give such notice of objection, then the issues in dispute will be submitted to the Accountants, for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Shareholders will each bear 50% of the fees of the Accountants for such determination. On the tenth business day following the final determination of the amount of the Stock Consideration adjustment, Buyer shall deliver the appropriate number of shares of the common stock of Buyer held by it under the terms of the Custodial Agreement to the Shareholders, and any remaining shares shall be returned to Buyer and thereby become authorized but unissued shares of common stock of Buyer's sole remedy. If it is determined that there is a material error in the Company's Financial Statements which does not impact the Stock Purchase Balance Sheet, then Buyer's sole remedy shall be under the indemnification provisions in Section 10 of this Agreement.