Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. (1) Not later than 60 days after the Closing Date (as defined in Article 2 hereof), the Buyer will prepare and deliver to the Sellers' Agent an unaudited balance sheet (the "Closing Balance Sheet") of the Sellers as of the Effective Closing Date, consisting of computations of (A) the Net Current Assets, and (B) the tangible book value as of the Effective Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Effective Closing Date of the Assumed Liabilities, all as determined in accordance with GAAP; provided, however, that: new vehicle inventories shall be valued at factory invoice less factory holdback, dealer rebates, and any other factory incentives; used vehicle inventories shall include those vehicles of the respective Sellers chosen by the Buyer on an "all or nothing" basis, meaning that, as to each Seller, the Buyer shall be free to choose either all or none (but not some) of such Seller's used vehicles, it being understood that the Buyer shall not be required, in any case, to choose any used vehicles of the Seller which have been in such Seller's used vehicle inventory for more than 60 days as of the Closing Date; no 1997 or older vehicles (other than up to a total of 15 1997 new vehicles acceptable to the Buyer) shall be included in new vehicle inventory; and there shall be included appropriate reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete, defective or slow-moving inventory. As used herein, the term "slow moving" means (i) with respect to returnable parts, returnable parts older than twelve months, (ii) with respect to new vehicles, new vehicles older than 300 days, and (iii) with respect to other inventory (excluding used vehicles), as may be reasonably determined by the Buyer, the Sellers having a right to arbitrate disputes with respect to such other inventory. If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers' Agent has not given the Buyer notice of the Sellers' objection to the computations of the Net Current Assets as set forth in the Closing Balance Sheet (such notice to contain a statement in reasonable detail of the nature of the Sellers' objection), then the Net Current Assets reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers. If the Sellers' Agent shall have given such notice of objection in a timely manner, then the issues in dispute will be submitted to a "Big Six" accounting firm mutually acceptable to the Buyer and the Sellers' Agent (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 the 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 Accountants will be instructed to determine the Net Current Assets based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Current Assets, as set forth in a notice delivered to the parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Sellers shall each bear 50% of the fees and expenses of the Accountants for such determination. (2) To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is less than $8,000,000 (the "Net Current Assets Shortfall"), the Sellers shall be obligated, jointly and severally, to pay the amount of the Net Current Assets Shortfall, together with interest on such amount at a rate equal to the Buyer's floor plan financing rate from time to time in effect (the "Interest Rate") from and including the first day of the calendar month in which the Closing occurs to the date of payment, promptly to the Buyer. In furtherance of (but not by way of limitation of) the Sellers' obligation in the immediately preceding sentence, the Sellers' Agent and the Buyer shall execute and deliver to the Escrow Agent a joint instruction to deliver up to 500 of the Escrow Shares to the Buyer, with the balance of such 500 of the Escrow Shares to be delivered to the Sellers so long as no claim by the Buyer for indemnification shall then be pending pursuant to this Agreement. To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is at least equal to $8,000,000, the Buyer shall be obligated to execute and deliver to the Escrow Agent a joint instruction to deliver 500 of the Escrow Shares to the Sellers pursuant to the Escrow Agreement (except to the extent of any pending claim by the Buyer for indemnification pursuant to this Agreement). To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is greater than $8,000,000 (the "Net Current Assets Excess"), the Buyer shall be obligated to pay the amount of the Net Current Assets Excess in cash promptly to the Sellers, together with interest thereon at the Interest Rate from and including the first day of the calendar month in which the Closing occurs to the date of payment.

Adjustment Procedures. (1) As used in this Agreement, the term "NET CURRENT ASSETS" shall mean (i) all of the assets of the Corporation as of the Effective Closing Date which would, in conformity with generally accepted accounting principles consequently applied ("GAAP"), be included under current assets on a balance sheet as of such Date, MINUS (ii) all of the liabilities of the Corporation as of the Effective Closing Date which would, in conformity with GAAP, be included under current liabilities on a balance sheet as of such Date. Not later than 60 days after the Closing Date (as defined in Article 2 hereof)Date, the Buyer will prepare and deliver to the Sellers' Agent Seller an unaudited balance sheet (the "Closing Balance SheetCLOSING BALANCE SHEET") of the Sellers Corporation as of the Effective Closing Dateclose of business on April 30, 1998 (the "EFFECTIVE CLOSING DATE") consisting of computations of (A) the Net Current Assets, Assets and (B) the tangible net book value of the other tangible assets and liabilities of the Corporation as of the Effective Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Effective Closing Date of the Assumed LiabilitiesDate, all as determined in accordance with GAAP; providedPROVIDED, howeverHOWEVER, that: new that (A) used vehicle inventories shall be valued at factory invoice less factory holdback, dealer rebates, and any other factory incentives; used vehicle inventories shall include those vehicles of the respective Sellers chosen by the Buyer on an "all or nothing" basis, meaning that, as to each Seller, the Buyer shall be free to choose either all or none (but not some) of such Seller's used vehicles, it being understood that the Buyer shall not be required, in any case, to choose any used vehicles of the Seller which have been in such Seller's used vehicle inventory for more than 60 days as of the Closing Date; no 1997 or older vehicles (other than up to a total of 15 1997 new vehicles acceptable to the Buyer) shall be included in new vehicle inventory; and there shall be included appropriate reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete, defective or slow-moving inventory. As used herein, the term "slow moving" means (i) with respect to returnable parts, returnable parts older than twelve months, (ii) with respect to new vehicles, new vehicles older than 300 days, and (iii) with respect to other inventory (excluding used vehicles), as may be reasonably determined by the Buyer, the Sellers having a right to arbitrate disputes with respect to such other inventory. If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers' Agent has not given the Buyer notice of the Sellers' objection to the computations of the Net Current Assets as set forth in the Closing Balance Sheet (such notice to contain a statement in reasonable detail of the nature of the Sellers' objection), then the Net Current Assets reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers. If Seller, based upon a physical inventory to be conducted by them not later than the Sellers' Agent shall have given such notice of objection in a timely mannerBusiness Day immediately preceding the Effective Closing Date, then the issues in dispute will be submitted with any used vehicles as to a "Big Six" accounting firm mutually acceptable to which the Buyer and the Sellers' Agent (Seller cannot reach agreement as to value being valued by a mutually acceptable third party engaged in the "Accountants") business of appraising and valuing inventories for resolution. If issues in dispute are submitted to automobile dealerships not later than the Accountants for resolutionBusiness Day immediately preceding the Effective Closing Date, (iB) 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 the party or its subsidiaries (or its independent public accountants)parts inventories shall include only Ford returnable parts, and will which shall 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 Accountants will be instructed to determine the Net Current Assets valued based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Current Assets, as set forth in a notice delivered to the parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Sellers shall each bear 50% of the fees and expenses of the Accountants for such determination. (2) To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is less than $8,000,000 (the "Net Current Assets Shortfall"), the Sellers shall be obligated, jointly and severally, to pay the amount of the Net Current Assets Shortfall, together with interest on such amount at a rate equal to the Buyer's floor plan financing rate from time to time in effect (the "Interest Rate") from and including the first day of the calendar month in which the Closing occurs to the date of payment, promptly to the Buyer. In furtherance of (but not by way of limitation value of) the Sellers' obligation in the immediately preceding sentence, the Sellers' Agent and the Buyer shall execute and deliver to the Escrow Agent a joint instruction to deliver up to 500 of the Escrow Shares to the Buyer, with the balance of such 500 of the Escrow Shares to be delivered to the Sellers so long as no claim by the Buyer for indemnification shall then be pending pursuant to this Agreement. To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is at least equal to $8,000,000, the Buyer shall be obligated to execute and deliver to the Escrow Agent a joint instruction to deliver 500 of the Escrow Shares to the Sellers pursuant to the Escrow Agreement (except to the extent of any pending claim by the Buyer for indemnification pursuant to this Agreement). To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is greater than $8,000,000 (the "Net Current Assets Excess"), the Buyer shall be obligated to pay the amount of the Net Current Assets Excess in cash promptly to the Sellers, together with interest thereon at the Interest Rate from and including the first day of the calendar month in which the Closing occurs to the date of payment.

Adjustment Procedures. (1) Not later than 60 days after the Closing Date (as defined in Article 2 hereof), the Buyer will prepare and deliver to the Sellers' Agent an unaudited balance sheet (the "Closing Balance SheetCLOSING BALANCE SHEET") of the Sellers as of the Effective Closing Date, consisting of computations of (A) the Net Current Assets, and (B) the tangible book value as of the Effective Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Effective Closing Date of the Assumed Liabilities, all as determined in accordance with GAAP; providedPROVIDED, howeverHOWEVER, that: new vehicle inventories shall be valued at factory invoice less factory holdback, dealer rebates, and any other factory incentives; used vehicle inventories shall include those vehicles of the respective Sellers chosen by the Buyer on an "all or nothing" basis, meaning that, as to each Seller, the Buyer shall be free to choose either all or none (but not some) of such Seller's used vehicles, it being understood that the Buyer shall not be required, in any case, to choose any used vehicles of the Seller which have been in such Seller's used vehicle inventory for more than 60 days as of the Closing Date; no 1997 or older vehicles (other than up to a total of 15 1997 new vehicles acceptable to the Buyer) shall be included in new vehicle inventory; and there shall be included appropriate reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete, defective or slow-moving inventory. As used herein, the term "slow moving" means (i) with respect to returnable parts, returnable parts older than twelve months, (ii) with respect to new vehicles, new vehicles older than 300 days, and (iii) with respect to other inventory (excluding used vehicles), as may be reasonably determined by the Buyer, the Sellers having a right to arbitrate disputes with respect to such other inventory. If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers' Agent has not given the Buyer notice of the Sellers' objection to the computations of the Net Current Assets as set forth in the Closing Balance Sheet (such notice to contain a statement in reasonable detail of the nature of the Sellers' objection), then the Net Current Assets reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers. If the Sellers' Agent shall have given such notice of objection in a timely manner, then the issues in dispute will be submitted to a "Big Six" accounting firm mutually acceptable to the Buyer and the Sellers' Agent (the "AccountantsACCOUNTANTS") 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 the 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 Accountants will be instructed to determine the Net Current Assets based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Current Assets, as set forth in a notice delivered to the parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Sellers shall each bear 50% of the fees and expenses of the Accountants for such determination. (2) To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is less than $8,000,000 (the "Net Current Assets ShortfallNET CURRENT ASSETS SHORTFALL"), the Sellers shall be obligated, jointly and severally, to pay the amount of the Net Current Assets Shortfall, together with interest on such amount at a rate equal to the Buyer's floor plan financing rate from time to time in effect (the "Interest RateINTEREST RATE") from and including the first day of the calendar month in which the Closing occurs to the date of payment, promptly to the Buyer. In furtherance of (but not by way of limitation of) the Sellers' obligation in the immediately preceding sentence, the Sellers' Agent and the Buyer shall execute and deliver to the Escrow Agent a joint instruction to deliver up to 500 of the Escrow Shares to the Buyer, with the balance of such 500 of the Escrow Shares to be delivered to the Sellers so long as no claim by the Buyer for indemnification shall then be pending pursuant to this Agreement. To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is at least equal to $8,000,000, the Buyer shall be obligated to execute and deliver to the Escrow Agent a joint instruction to deliver 500 of the Escrow Shares to the Sellers pursuant to the Escrow Agreement (except to the extent of any pending claim by the Buyer for indemnification pursuant to this Agreement). To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is greater than $8,000,000 (the "Net Current Assets ExcessNET CURRENT ASSETS EXCESS"), the Buyer shall be obligated to pay the amount of the Net Current Assets Excess in cash promptly to the Sellers, together with interest thereon at the Interest Rate from and including the first day of the calendar month in which the Closing occurs to the date of payment.

Adjustment Procedures. (1) Not later than 60 days after the Closing Date (as defined in Article 2 hereof), the Buyer will prepare and deliver to Xxxxx Xxxx, as agent for the SellersSellers (the "SELLERS' Agent AGENT"), an unaudited balance sheet (the "Closing Balance SheetCLOSING BALANCE SHEET") of the Sellers as of the Effective Closing Date, consisting of computations of (A) the Net Current Assets, and (B) the tangible book value as of the Effective Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Effective Closing Date of the Assumed Liabilities, all as determined in accordance with GAAP; providedPROVIDED, howeverHOWEVER, that: new vehicle inventories shall be valued at factory invoice less factory holdback, dealer rebates, and any other factory incentives; that used vehicle inventories shall only include those used vehicles of the respective Sellers chosen by as to which the Buyer on an "all and the Sellers' Agent, or nothing" basis, meaning that, as to each Seller, the Buyer shall be free to choose either all or none their respective designees (it being anticipated but not some) of such Seller's used vehicles, it being understood required that the Buyer would be represented in these valuation negotiations by Xxxxx Xxxxx), shall not have mutually agreed regarding the appraised values thereof, based upon a physical inventory to be required, in any case, to choose any used vehicles of conducted by them on the Seller which have been in such Seller's used vehicle inventory for more than 60 days as of Business Day immediately preceding the Closing Date; no 1997 or older vehicles (other than up to a total of 15 1997 new vehicles acceptable to the Buyerthose scheduled on Schedule 1.3(c)) shall be included in new vehicle inventory; and there shall be included appropriate reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete, defective defective, or slow-moving inventory. As used herein, the term "slow Slow moving" means (i) with respect to returnable parts, returnable parts older than twelve monthsmonths and, (ii) with respect to new vehicles, new vehicles older than 300 days, ; and (iii) with respect to other inventory (excluding used vehicles)inventory, as may be reasonably determined by the Buyer, the Sellers having a right to arbitrate disputes with respect to such other inventoryinventory provided, however, that the valuation process described above shall control with respect to all used vehicles. If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers' Agent has not given the Buyer notice of the Sellers' objection to the computations computation of the Net Current Assets as set forth in the Closing Balance Sheet (such notice to contain a statement in reasonable detail of the nature of the Sellers' objection), then the Net Current Assets reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers. If the Sellers' Agent shall have given such notice of objection in a timely manner, then the issues in dispute will be submitted to a "Big Six" accounting firm mutually acceptable to the Buyer and the Sellers' Agent (the "AccountantsACCOUNTANTS") 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 the 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 Accountants will be instructed to determine the Net Current Assets based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Current Assets, as set forth in a notice delivered to the parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Sellers shall each bear 50% of the fees and expenses of the Accountants for such determination. (2) To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is less than $8,000,000 (the "Net Current Assets Shortfall"), the Sellers shall be obligated, jointly and severally, to pay the amount of the Net Current Assets Shortfall, together with interest on such amount at a rate equal to the Buyer's floor plan financing rate from time to time in effect (the "Interest Rate") from and including the first day of the calendar month in which the Closing occurs to the date of payment, promptly to the Buyer. In furtherance of (but not by way of limitation of) the Sellers' obligation in the immediately preceding sentence, the Sellers' Agent and the Buyer shall execute and deliver to the Escrow Agent a joint instruction to deliver up to 500 of the Escrow Shares to the Buyer, with the balance of such 500 of the Escrow Shares to be delivered to the Sellers so long as no claim by the Buyer for indemnification shall then be pending pursuant to this Agreement. To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is at least equal to $8,000,000, the Buyer shall be obligated to execute and deliver to the Escrow Agent a joint instruction to deliver 500 of the Escrow Shares to the Sellers pursuant to the Escrow Agreement (except to the extent of any pending claim by the Buyer for indemnification pursuant to this Agreement). To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is greater than $8,000,000 (the "Net Current Assets Excess"), the Buyer shall be obligated to pay the amount of the Net Current Assets Excess in cash promptly to the Sellers, together with interest thereon at the Interest Rate from and including the first day of the calendar month in which the Closing occurs to the date of payment.

Adjustment Procedures. (1) Not later than 60 days after the Closing Date (as defined in Article 2 hereof), the The Buyer will prepare and deliver to the Sellers' Agent an unaudited combined balance sheet (the "Closing Balance Sheet") of the Sellers as of the Effective Closing Date, consisting of computations a computation of (A) the Net Current Assets, and (B) the tangible book value as of the Effective Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Effective Closing Date of the Assumed Liabilities, all as determined in accordance with GAAPgenerally accepted accounting principles applied consistently with the Financial Statements (as defined in Section 3.4(a)); provided, however, that: new vehicle inventories inventory shall be valued at factory invoice less factory holdback, dealer rebates, and any other factory incentiveson a FIFO basis; used vehicle inventories shall include those vehicles of the respective Sellers chosen by the Buyer on an "all or nothing" basis, meaning that, GE Shareholder Payments (as to each Seller, the Buyer shall be free to choose either all or none (but not some) of such Seller's used vehicles, it being understood that the Buyer shall not be required, defined in any case, to choose any used vehicles of the Seller which have been in such Seller's used vehicle inventory for more than 60 days as of the Closing Date; no 1997 or older vehicles (other than up to a total of 15 1997 new vehicles acceptable to the BuyerSection 3.4(b)) shall be included in new vehicle inventoryexcluded; and there shall be included appropriate such reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete, defective obsolete or slow-moving inventoryinventory as shall be consistent with the Seller's past year-end practices. As used herein, The net book value reflected on the term Closing Balance Sheet is hereinafter called the "slow moving" means (i) with respect Net Book Value". The Buyer will deliver the Closing Balance Sheet to returnable parts, returnable parts older than twelve months, (ii) with respect to new vehicles, new vehicles older than 300 days, and (iii) with respect to other inventory (excluding used vehicles), as may be reasonably determined by the Buyer, the Sellers having a right to arbitrate disputes with respect to such other inventorywithin 30 days after the Closing Date. If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers' Agent has Sellers have not given the Buyer notice of the Sellers' their objection to the computations computation of the Net Current Assets Book Value as set forth in the Closing Balance Sheet (such notice to must contain a statement in reasonable detail of the nature basis of the Sellers' Seller's objection), then the Net Current Assets Book Value reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the SellersSellers and will be used in computing the Adjustment Amount. If the Sellers' Agent shall have given Sellers give such notice of objection in a timely mannerobjection, then the issues in dispute will be submitted to a "Big Six" accounting firm firm, other than Deloitte & Touche LLP, mutually acceptable to the Buyer and the Sellers' Agent Sellers (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 the party or its subsidiaries 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 Accountants will be instructed to determine the Net Current Assets Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Current AssetsBook Value, as set forth in a notice delivered to the both parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Sellers shall each bear 50% of the fees and expenses of the Accountants for such determination. (2) determination unless the determination by the Accountants results in an increase of the Adjustment Amount by more than 10% over the Adjustment Amount based upon the Net Book Value reflected on the Closing Balance Sheet prepared by the Buyer, in which case the Buyer shall pay all fees of the Accountant. To the extent that the Net Current AssetsBook Value, as deemed mutually agreed by the parties or as determined by the Accountants, exceeds the Initial Adjustment Amount Payment, the Buyer shall be obligated to pay the amount of such excess, up to the amount of the Escrowed Adjustment Amount, promptly to the Sellers, one-half to the Corporation and one-half to the LLC. In furtherance of such obligation of the Buyer, the parties shall execute and deliver to the escrow agent with whom the Escrowed Adjustment Amount is on deposit a joint instruction to pay such excess to the Sellers, with any remaining balance of the Escrowed Adjustment Amount to be paid to the Buyer. To the extent that the Net Book Value, as aforesaidmutually agreed by the parties or as determined by the Accountants, is less than $8,000,000 (the "Net Current Assets Shortfall")Initial Adjustment Amount Payment, the Sellers shall be obligated, jointly and severally, to pay the amount of such shortfall in the Net Current Assets Shortfall, together with interest on such amount at a rate equal to the Buyer's floor plan financing rate from time to time in effect (the "Interest Rate") from and including the first day of the calendar month in which the Closing occurs to the date of payment, Book Value promptly to the Buyer. In furtherance of (but not by way such obligation of limitation of) the Sellers' obligation in the immediately preceding sentence, the Sellers' Agent and the Buyer parties shall execute and deliver to the Escrow Agent a joint instruction to deliver up to 500 of the Escrow Shares to the Buyer, escrow agent with the balance of such 500 of the Escrow Shares to be delivered to the Sellers so long as no claim by the Buyer for indemnification shall then be pending pursuant to this Agreement. To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is at least equal to $8,000,000, the Buyer shall be obligated to execute and deliver to the Escrow Agent a joint instruction to deliver 500 of the Escrow Shares to the Sellers pursuant to the Escrow Agreement (except to the extent of any pending claim by the Buyer for indemnification pursuant to this Agreement). To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is greater than $8,000,000 (the "Net Current Assets Excess"), the Buyer shall be obligated to pay the amount of the Net Current Assets Excess in cash promptly to the Sellers, together with interest thereon at the Interest Rate from and including the first day of the calendar month in which the Closing occurs to the date of payment.whom

Adjustment Procedures. (1) Not later than 60 days after the Closing Date (as defined in Article 2 hereof)Date, the Buyer will prepare and deliver to the Sellers' Agent Seller an unaudited consolidated balance sheet (the "Closing Balance SheetCLOSING BALANCE SHEET") of the Sellers Companies as of the Effective Closing Date, consisting of computations a computation of (A) the Net Current Assets, and (B) consolidated net book value of the tangible book value assets of the Companies as of the Effective Closing Date Date, less the consolidated book value of the Purchased Assets (excluding goodwill and other intangible assets) less liabilities of the book value Companies as of the Effective Closing Date of the Assumed LiabilitiesDate, all as determined in accordance with generally accepted accounting principles consistently applied ("GAAP; provided, however, that: new vehicle inventories shall be valued at factory invoice less factory holdback, dealer rebates, ") and any other factory incentives; used vehicle inventories shall include those vehicles utilizing the first in-first out (FIFO) method of the respective Sellers chosen by the Buyer on an "all or nothing" basis, meaning that, as to each Seller, the Buyer shall be free to choose either all or none (but not some) of such Seller's used vehicles, it being understood that the Buyer shall not be required, in any case, to choose any used vehicles of the Seller which have been in such Seller's used vehicle inventory for more than 60 days as of accounting. In preparing the Closing Date; Balance Sheet: (A) no 1997 or older vehicles (other than up to a total of 15 1997 new vehicles acceptable to the Buyer) shall be included in new vehicle inventory; (B) used vehicle inventories shall be valued as mutually agreed by the Buyer and the Seller, based upon a physical inventory to be conducted by them not later than the Business Day immediately preceding the Closing Date, PROVIDED, HOWEVER, that with respect to any used vehicle as to which the Buyer and the Seller cannot agree upon a value, such vehicle shall be valued as proposed by the Buyer, except that the applicable Merging Company may sell such used vehicle prior to the Closing Date (including a sale to the Seller) at a price to be determined by the Seller; (C) parts inventories shall be valued in the same manner as "Parts" are valued in the Asset Purchase Agreement; (D) the liabilities of the Companies shall include any tax liabilities associated with the conversion from the last in-first out (LIFO) method of accounting to the FIFO method of accounting and tax liabilities associated with the distribution of the Hartsville properties; (E) there shall be included appropriate reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete, defective obsolete or slow-moving inventory. As used herein; (F) there shall be included an appropriate reserve for liabilities of the Companies, as well as for the term "slow movingSellers" means (i) under the Asset Purchase Agreement, in connection with respect to returnable parts, returnable parts older than twelve months, (ii) with respect to new vehicles, new vehicles older than 300 days, the issuance by the Companies and such "Sellers" of extended warranties; and (iiiG) with respect the tangible net book value will be calculated without giving effect to other the value of any real property or leasehold improvements. The tangible net book value reflected on the Closing Balance Sheet is hereinafter called the "NET BOOK VALUE." The cost of parts inventory (excluding used vehicles), as may counts shall be reasonably determined borne equally by the Buyer, on the Sellers having a right to arbitrate disputes with respect to such one hand, and the Seller, on the other inventory. hand. (2) If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers' Agent Seller has not given the Buyer notice of the Sellers' Seller's objection to the computations computation of the Net Current Assets Book Value as set forth in the Closing Balance Sheet (such notice to contain a statement in reasonable detail of the nature of the Sellers' Seller's objection), then the Net Current Assets Book Value reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the SellersSeller. If the Sellers' Agent Seller shall have given such notice of objection in a timely manner, then the issues in dispute will be submitted to a "Big Six" accounting firm mutually acceptable to the Buyer and the Sellers' Agent Seller (the "AccountantsACCOUNTANTS") 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 the 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 Accountants will be instructed to determine the Net Current Assets Book Value based upon their resolution of the issues in dispute; (iiiC) such determination by the Accountants of the Net Current AssetsBook Value, as set forth in a notice delivered to the both parties by the Accountants, will be binding and conclusive on the parties; and (ivD) the Buyer and the Sellers Seller shall each bear 50% of the fees and expenses of the Accountants for such determination. (23) To the extent that the Net Current AssetsBook Value, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is greater than $7,581,000 (the "NET BOOK VALUE EXCESS"), the Buyer shall be obligated to pay the amount of the Net Book Value Excess promptly to the Seller. Payment of the Net Book Value Excess, up to $500,000 thereof (i.e., up to $8,081,000 of Net Book Value), shall be by the issuance of additional shares of Preferred Stock at the rate of one whole share of Preferred Stock for each $1,000 of such Net Book Value Excess, up to a maximum of 500 whole shares of Preferred Stock (no fractional shares of Preferred Stock are to be issued; any such fractional shares are to be paid in cash). The Seller shall have the same rights with respect to such shares of Preferred Stock to elect, pursuant to Section 1.2(b)(2)(B) and (BB), to take up to all of them in shares of registered Common Stock, with the Seller's Notice related thereto to be given not sooner than twenty (20) Business Days after receipt by the Seller of the Prospectus with respect thereto and not later than ten (10) Business Days prior to the issuance thereof by the Buyer. To the extent that the Seller does not elect to take such shares of registered Common Stock, the provisions of Section 1.2(b)(2)(E) and (F) shall be applicable. Payment of the Net Book Value Excess in excess of $500,000 (i.e., Net Book Value in excess of $8,081,000) shall be made in cash in the same manner as the payment of the cash portion of the Merger Consideration at the Closing. Payment of the Net Book Value Excess (whether the same be paid in shares of the Buyer's stock or in cash) shall be made together with interest, payable in cash, on the amount of the Net Book Value Excess at the Buyer's floor plan financing rate from time to time in effect (the "INTEREST RATE") from the Closing Date to the date of such payment. To the extent that the Net Book Value, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is less than $8,000,000 7,581,000 (the "Net Current Assets ShortfallNET BOOK VALUE SHORTFALL"), the Sellers Seller shall be obligated, jointly and severally, obligated to pay the amount of the Net Current Assets Shortfall, together with interest on such amount at a rate equal to the Buyer's floor plan financing rate from time to time in effect (the "Interest Rate") from and including the first day of the calendar month in which the Closing occurs to the date of payment, Book Value Shortfall promptly to the Buyer. In furtherance of (but not by way such obligation of limitation of) the Sellers' obligation in the immediately preceding sentenceSeller, the Sellers' Agent and the Buyer parties shall execute and deliver to the Escrow Agent a joint instruction to deliver up to 500 all of the Escrow Shares Amount to the Buyer, with the balance of such 500 of the Escrow Shares to be delivered to the Sellers so long as no claim by the Buyer for indemnification shall then be pending pursuant to this Agreement. To the extent that the Net Current Assets, as deemed mutually agreed by Book Value Shortfall exceeds the parties or as determined by the Accountants, as aforesaid, is at least equal to $8,000,000Escrow Amount, the Buyer shall be obligated to execute and deliver to the Escrow Agent a joint instruction to deliver 500 of the Escrow Shares to the Sellers pursuant to the Escrow Agreement (except to the extent of any pending claim by the Buyer for indemnification pursuant to this Agreement). To the extent that the Net Current Assets, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, is greater than $8,000,000 (the "Net Current Assets Excess"), the Buyer Seller shall be obligated to pay the amount of the Net Current Assets Excess in cash such excess promptly to the SellersBuyer, together with interest thereon interest, payable in cash, on the amount of such excess at the Interest Rate from and including the first day of the calendar month in which the Closing occurs Date to the date of such payment. Any interest earned on the Escrow Amount shall be paid to the Buyer and/or the Seller in proportion to their respective shares of the Escrow Amount paid to them. (4) With respect to the payment by the Buyer to the Seller of any Net Book Value Excess in cash pursuant to Section 1.2(c)(3) above, the Seller shall deliver to the Buyer within fifteen (15) days of such payment, written notice of the amount of federal and state capital gains taxes, if any, payable by the Seller on such cash payment. Such notice shall set forth in reasonable detail a calculation of such capital gains taxes on such cash payment pursuant to Section 1.2(c)(3) above for each Seller in accordance with the applicable provisions of the U.S. federal and State of South Carolina income tax laws and regulations. Within fifteen (15) days of receipt of such notice by the Buyer, the Buyer shall reimburse the Seller for such capital gains tax liability by paying to the Seller cash in the amount of his tax liabilities as set forth in such notice; PROVIDED, HOWEVER, the Buyer's obligation under this Section 1.2(c)(4) shall not exceed a maximum aggregate total of $378,000.