Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. (1) Not later than 60 days after the Closing Date, the Buyer will prepare and deliver to the Seller an unaudited balance sheet (the "Closing Balance Sheet") of the Seller as of the Closing Date, consisting of a computation of the tangible book value as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Closing Date of the Assumed Liabilities, all as determined in accordance with the same accounting principles utilized in preparing the Seller's tax basis balance sheet as at December 31, 1996 included in the Financial Statements (as defined in Section 3.4(a). Notwithstanding the foregoing, the Seller's new and used car inventory reflected in the Closing Balance Sheet shall be based upon the values shown on the Seller's books and records as of the Closing Date; however, the determination of such values shall be based upon the same methodology utilized in determining new and used car inventory values reflected in the December 31, 1996 tax basis balance sheet included in the Financial Statements. The tangible net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book Value". The Buyer shall make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx for the purpose of assisting the Seller in evaluating the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. The Buyer warrants that Xx. XxXxxxxxx'x good faith assistance to the Seller shall not in any way prejudice her position as an employee of the Buyer. Further, the Buyer shall make freely available to the Seller all books and records as the Seller or its agents may reasonably require in order to evaluate the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. 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 Seller has not given the Buyer notice of the Seller's objection to the computation of the Net Book Value as set forth in the Closing Balance Sheet (such notice to contain a statement in reasonable detail of the nature of the Seller's objection), then the Net Book Value reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Seller. If the 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 Seller (the "Accountants") for resolution. With respect to any such submission and dispute, the Buyer shall again make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx without prejudice to her employment and shall further grant her (and Seller or its agents) access to all relevant books and records of the Buyer as she (and Seller or its agents) may reasonably require. 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 Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Book Value, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Seller shall each bear 50% of the fees and expenses of the Accountants for such determination. (2) 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 $10,500,000, the Seller shall be obligated to pay the amount of such shortfall promptly to the Buyer, together with interest on such amount at the prime rate of NationsBank, N.A. from time to time in effect (the "Prime Rate") from the Closing Date to the date of payment, up to the Escrowed Amount. In furtherance of such obligation of the Seller, the parties shall execute and deliver to the Escrow Agent a joint instruction to pay such shortfall, plus interest, as aforesaid, to the Buyer, with any remaining balance of the Escrowed Amount to be paid to the Seller. To the extent that the amount of such shortfall in the Net Book Value, plus interest as aforesaid, shall exceed the Escrowed Amount, the Seller shall have no obligation to pay such excess to the Buyer, it being understood that the Buyer's sole recourse for any such shortfall in Net Book Value shall be to the Escrowed Amount. Any interest earned on investments of the Escrowed Amount shall be paid to the Seller. To the extent that the Net Book Value, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, exceeds $10,500,000, the Buyer shall be obligated to (i) execute and deliver to the Escrow Agent a joint instruction to pay the entire amount of the Escrowed Amount to the Seller, and (ii) pay the amount of such excess promptly to the Seller, together with interest on the amount of such excess at the Prime Rate from the Closing Date to the date of payment.

Adjustment Procedures. The Closing Adjustment described in Section 1.4(c) will be determined as follows: (1i) Not later than 60 Within ninety (90) days after the Closing Date, the Buyer will prepare shall prepare, in accordance with GAAP, and deliver to the Seller an unaudited Sellers a balance sheet (the "Closing Balance Sheet") of the Seller as of the Closing Date, consisting of a computation of the tangible book value Company as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of which shall set forth the Closing Date of Working Capital (the Assumed Liabilities, all as determined in accordance with the same accounting principles utilized in preparing the Seller's tax basis balance sheet as at December 31, 1996 included in the Financial Statements (as defined in Section 3.4(a“Final Balance Sheet”). Notwithstanding the foregoing, the Seller's new The Parties acknowledge and used car inventory reflected in agree that for purposes of determining the Closing Amount Adjustment pursuant to this Section 1.4(d)(i) the Final Balance Sheet shall be based upon prepared on a basis consistent with and utilizing the values shown on same principles, practices and policies of the Seller's Company as those used in preparing the Most Recent Balance Sheet. (ii) Sellers and any professionals chosen by Sellers shall have the right to review the Company’s books and records as relating to, and the work papers of Buyer and its advisors utilized in, preparing the Closing Date; howeverFinal Balance Sheet. (iii) If Sellers deliver a timely notice of disagreement, Buyer and Sellers shall attempt in good faith during the determination thirty (30) days immediately following Buyer’s receipt of such values shall be based upon the same methodology utilized in determining new and used car inventory values reflected in the December 31, 1996 tax basis balance sheet included in the Financial Statements. The tangible net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book Value". The Buyer shall make reasonably available timely notice of disagreement to resolve any disagreement with respect to the Seller and its agents the services of Xxxxx XxXxxxxxx for the purpose of assisting the Seller in evaluating the Buyer's computation of Net Book Value and preparation of the Closing Final Balance Sheet. The If, at the conclusion of such 30-day period, Buyer warrants that Xx. XxXxxxxxx'x good faith assistance and Sellers have not resolved their disagreements regarding the Final Balance Sheet, Buyer and Sellers shall refer the items of disagreement for final determination to the Seller shall not in any way prejudice her position as an employee Orange County, California office of the Buyer. Further, the Buyer shall make freely available to the Seller all books and records as the Seller or its agents may reasonably require in order to evaluate the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. 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 Seller has not given the Buyer notice of the Seller's objection to the computation of the Net Book Value as set forth in the Closing Balance Sheet (such notice to contain a statement in reasonable detail of the nature of the Seller's objection), then the Net Book Value reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Seller. If the Seller shall have given such notice of objection in a timely manner, then the issues in dispute will be submitted to a "Big Six" regional accounting firm which is mutually acceptable to the Buyer and the Seller Sellers (the "“Accountants") for resolution”). With respect However, if Buyer and Sellers are unable to any agree on such submission and disputea firm which is willing to so serve, the Buyer shall again make deliver to Sellers a list of two independent regional accounting firms that are not auditors, tax advisors or other consultants to Buyer or its Affiliates or Sellers or their Affiliates, and Sellers shall select one of such two firms to be the Accountants within five (5) Business Days. The Accountants, Buyer and Sellers will enter into such engagement letters as required by the Accountants to perform under this Section 1.4(d)(iii). The Parties will be reasonably available for the Accountants, and shall instruct the Accountants to render a final determination within the thirty (30) days immediately following the referral to the Seller and its agents Accountants. After the services of Xxxxx XxXxxxxxx without prejudice to her employment and shall further grant her (and Seller or its agents) access to all relevant books and records end of the aforesaid 30-day period, neither Sellers nor Buyer as she (may introduce additional disagreements or increase the amount of any disagreement, and Seller or its agents) may reasonably requireany item not so identified shall be deemed to be agreed to by all Parties and will be final and binding upon the Parties. If issues in any dispute are is submitted to the Accountants for resolutionAccountants, (i) each party Party will 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 the party or its subsidiaries (that Party or its independent public accountants), accountants (including information of the Company) and will each Party 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 shall act as an expert and not as an arbitrator and shall resolve matters in dispute and adjust and establish any disputed amount to reflect such resolution. It is the intent of Buyer and Sellers that the process set forth in this Section 1.4(d)(iii) and the activities of the Accountants will in connection herewith are not intended to be instructed and, in fact, are not arbitration and that no formal arbitration rules shall be followed (including rules with respect to determine procedures and discovery). Notwithstanding anything to the Net Book Value based upon their contrary in this Agreement, the scope of the Accountants’ review of any dispute between Buyer and Sellers regarding the Final Balance Sheet and/or the calculation of the Closing Date Working Capital pursuant to this Section 1.4(d)(iii) shall be limited solely to the resolution of the issues objections to the calculation of the Closing Date Working Capital that are set forth in dispute; the notice of disagreement, and the Accountants shall have not authority over any other disagreement (iiiincluding but not limited to questions of Law, interpretation of contract, and fraud). Within thirty (30) days after the matter is submitted to the Accountants, the Accountants shall issue a written report of its review, setting forth in reasonable detail its calculation of such determination Final Balance Sheet. The Final Balance Sheet shall be deemed to be conclusive and binding on Buyer and Sellers upon (A) the failure of Sellers to deliver to Buyer a notice of disagreement within fifteen (15) Business Days of receipt of the Final Balance Sheet prepared by Buyer, (B) resolution of any disagreement by mutual agreement of Buyer and Sellers after a timely notice of disagreement has been delivered to Buyer, or (C) notification by the Accountants of their final determination of the Net Book Value, as set forth in a notice delivered items of disagreement submitted to both parties by the Accountants, will be binding and conclusive on the parties; and them. (iv) If the Buyer and Closing Adjustment based on the Seller shall each bear 50% Accountants’ review of the Final Balance Sheet is closer to Sellers’ Closing Adjustment proposal in its notice of disagreement than the Closing Adjustment based on the Final Balance Sheet, the fees and expenses disbursements of the Accountants for such determination. (2under this Section 1.4(d) To shall be borne exclusively by Buyer. If the extent that the Net Book Value, as deemed mutually agreed by the parties or as determined by Closing Adjustment based on the Accountants, as aforesaid, ’ review of the Final Balance Sheet is less closer to the Closing Adjustment based on the Final Balance Sheet than $10,500,000Sellers’ Closing Adjustment proposal in its notice of disagreement, the Seller fees and disbursements of the Accountants under this Section 1.4(d) shall be obligated borne exclusively by Sellers. If any such required payment by Sellers is not paid within five (5) Business Days following the date on which such payment is required to pay be made, Buyer shall have the right, but not the obligation, to setoff any such amount owed by Sellers against and reduce the Closing Shares, dollar for dollar, using the Share Valuation Method, calculated as of the Closing Date. In the case of any such shortfall promptly to the setoff by Buyer, together with interest on such amount at the prime rate of NationsBank, N.A. from time to time in effect (the "Prime Rate") from the Closing Date to the date of payment, up to the Escrowed Amount. In furtherance of such obligation of the Seller, the parties Sellers to make such payment shall execute be deemed satisfied and deliver discharged to the Escrow Agent a joint instruction to pay such shortfall, plus interest, as aforesaid, to the Buyer, with any remaining balance of the Escrowed Amount to be paid to the Seller. To the extent that the amount of such shortfall in the Net Book Value, plus interest as aforesaid, shall exceed the Escrowed Amount, the Seller shall have no obligation to pay such excess to the Buyer, it being understood that the Buyer's sole recourse for any such shortfall in Net Book Value shall be to the Escrowed Amount. Any interest earned on investments of the Escrowed Amount shall be paid to the Seller. To the extent that the Net Book Value, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, exceeds $10,500,000, the Buyer shall be obligated to (i) execute and deliver to the Escrow Agent a joint instruction to pay the entire amount of the Escrowed Amount to the Seller, and (ii) pay the amount of such excess promptly to the Seller, together with interest on the amount of such excess at the Prime Rate from the Closing Date to the date of paymentsetoff.

Adjustment Procedures. The adjustments described in this Section will be implemented as follows: (1i) Not later than 60 Within seventy-five (75) days after the Closing Date, the Buyer will shall prepare and deliver to the Seller an unaudited a balance sheet (the "Closing Balance Sheet") of the Seller as of the Closing Date, consisting Date (the “Final Balance Sheet”). The Parties acknowledge and agree that for purposes of a computation of the tangible book value as of determining the Closing Date of Payment Adjustment pursuant to this Section 2.5(b)(i) the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Closing Date of the Assumed Liabilities, all as determined Final Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with and utilizing the same accounting principles principles, practices and policies of Seller as those used in preparing the unaudited financial statements referenced in subsection (b) of the definition of “Financial Statements.” (ii) The Seller shall have the right to review the books and Records relating to, and the work papers of the Buyer and its advisors utilized in preparing the Seller's tax basis balance sheet as at December 31, 1996 included in the Financial Statements (as defined in Section 3.4(a)Final Balance Sheet. Notwithstanding the foregoing, the Seller's new and used car inventory reflected in the Closing The Final Balance Sheet shall be based upon the values shown binding on the Seller's books and records as Seller unless the Seller presents to the Buyer within thirty (30) days after receipt of the Closing Date; however, the determination of such values shall be based upon the same methodology utilized in determining new and used car inventory values reflected in the December 31, 1996 tax basis balance sheet included in the Financial Statements. The tangible net book value reflected on the Closing Final Balance Sheet is hereinafter called the "Net Book Value". The Buyer shall make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx for the purpose of assisting the Seller in evaluating the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. The Buyer warrants that Xx. XxXxxxxxx'x good faith assistance to the Seller shall not in any way prejudice her position as an employee of the Buyer. Further, from the Buyer shall make freely available to the Seller all books and records as the Seller or its agents may reasonably require in order to evaluate the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. 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 Seller has not given the Buyer written notice of the Seller's objection to the computation of the Net Book Value as set forth in the Closing Balance Sheet (such notice to contain a statement disagreement specifying in reasonable detail the nature and extent of the nature of the Seller's objection), then the Net Book Value reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Seller. disagreement. (iii) If the Seller shall have given such delivers a timely notice of objection in a timely mannerdisagreement, then the issues in dispute will be submitted to a "Big Six" accounting firm mutually acceptable to the Buyer and the Seller (the "Accountants") for resolution. With respect to any such submission and dispute, the Buyer shall again make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx without prejudice to her employment and shall further grant her (and Seller or its agents) access to all relevant books and records of the Buyer as she (and Seller or its agents) may reasonably require. 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 Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Book Value, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Seller shall each bear 50% attempt in good faith during the thirty (30) days immediately following the Buyer’s receipt of timely notice of disagreement to resolve any disagreement with respect to the fees Final Balance Sheet. If, at the conclusion of such thirty (30) day period, the Buyer and expenses the Seller have not resolved their disagreements regarding the Final Balance Sheet, the Buyer and the Seller shall refer the items of disagreement for final determination to a mutually acceptable accounting firm with no prior relationship to the Accountants for such determination. Parties (2) To the extent that the Net Book Value, as deemed mutually agreed by the parties or as determined by the “Independent Accountants, as aforesaid, is less than $10,500,000, ”). The Buyer and the Seller shall be obligated reasonably available to pay the amount Independent Accountants, who shall be instructed to render a final determination to both Buyer and Seller at the same time within the thirty (30) days immediately following their receipt of such shortfall promptly the referral. The Final Balance Sheet shall be deemed to be conclusive and binding on the Buyer and Seller upon (A) the failure of the Seller to deliver to the Buyer a notice of disagreement within thirty (30) days of its receipt of the Final Balance Sheet prepared by the Buyer, (B) resolution of any disagreement by mutual agreement of the Buyer and the Seller after a timely notice of disagreement has been delivered to the Buyer, together with interest on such amount at or (C) notification by the prime rate Independent Accountants of NationsBank, N.A. from time to time in effect (the "Prime Rate") from the Closing Date to the date of payment, up to the Escrowed Amount. In furtherance of such obligation their final determination of the Seller, the parties shall execute and deliver items of disagreement submitted to the Escrow Agent a joint instruction to pay such shortfall, plus interestthem, as aforesaid, to the Buyer, with any remaining balance case may be. The fees and disbursements of the Escrowed Amount to be paid to the Seller. To the extent that the amount of such shortfall in the Net Book Value, plus interest as aforesaid, shall exceed the Escrowed Amount, the Seller shall have no obligation to pay such excess to the Buyer, it being understood that the Buyer's sole recourse for any such shortfall in Net Book Value Independent Accountants under this Section shall be to the Escrowed Amount. Any interest earned on investments of the Escrowed Amount shall be paid to the Seller. To the extent that the Net Book Value, as deemed mutually agreed shared equally by the parties or as determined by the Accountants, as aforesaid, exceeds $10,500,000, the Buyer shall be obligated to (i) execute and deliver to the Escrow Agent a joint instruction to pay the entire amount of the Escrowed Amount to the Seller, and (ii) pay the amount of such excess promptly to the Seller, together with interest on the amount of such excess at the Prime Rate from the Closing Date to the date of payment.

Adjustment Procedures. (1A) Not later than 60 Buyer will cause certified public accountants selected by it to prepare a balance sheet of the Company as of the Closing Date (the "Closing Date Balance Sheet"), which, together with the inventory calculation determined under Section 1.1 above, shall be used for the computation of the Closing Date Target Asset Amount (the "Target Assets Computation"). Buyer will deliver the Closing Date Balance Sheet and the Target Assets Computation (together with all work papers, schedules, memorandums, and other documents used to prepare the same, in each case, in whatever form they exist) to Seller within sixty days after the Closing Date. The parties agree and acknowledge that for purposes of preparing the Closing Date Balance Sheet, the Buyer will prepare institutional debt and deliver to the Seller an unaudited balance sheet shareholder debt referenced in clauses (the "Closing Balance Sheet"ii) and (iii) of Schedule 1.1 shall not be included as liabilities of the Seller as of Company; provided, that such institutional debt and shareholder debt is paid in full and/or forgiven on the Closing Date, consisting of a computation of the tangible book value as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Closing Date of the Assumed Liabilities, all as determined in accordance with the same accounting principles utilized in preparing the Seller's tax basis balance sheet as at December 31, 1996 included in the Financial Statements (as defined in Section 3.4(a). Notwithstanding the foregoing, the Seller's new and used car inventory reflected in the Closing Balance Sheet shall be based upon the values shown on the Seller's books and records as of the Closing Date; however, the determination of such values shall be based upon the same methodology utilized in determining new and used car inventory values reflected in the December 31, 1996 tax basis balance sheet included in the Financial Statements. The tangible net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book Value". The Buyer shall make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx for the purpose of assisting the Seller in evaluating the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. The Buyer warrants that Xx. XxXxxxxxx'x good faith assistance to the Seller shall not in any way prejudice her position as an employee of the Buyer. Further, the Buyer shall make freely available to the Seller all books and records as the Seller or its agents may reasonably require in order to evaluate the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. If within 30 thirty days following delivery of the Closing Date Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the and Target Assets Computation Seller has not given the Buyer notice of the Seller's its objection to the computation of the Net Book Value as set forth in the Closing Balance Sheet Target Assets Computation (such notice to must contain a statement in reasonable detail of the nature basis of the SellerBuyer's objection), then the Net Book Value Closing Date Target Asset Amount reflected in the Closing Balance Sheet Target Assets Computation will be deemed mutually agreed used in computing the Adjustment Amount. If Seller gives such notice of objection, then Seller and Buyer will use reasonable efforts to resolve any disagreements as to the computation of the Closing Date Target Asset Amount, but if they do not obtain a final resolution within thirty (30) days after Seller delivers a notice of objection Notice, Seller and Buyer will jointly retain an independent accounting firm of recognized national or regional standing (the "Accounting Firm") to resolve the issues in dispute. If Seller and Buyer are unable to agree on the choice of the Accounting Firm, the Accounting Firm will be an independent accounting firm of recognized national or regional standing selected by the Buyer firms designated by each of Seller and the SellerBuyer. If the 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 Seller (the "Accountants") for resolution. With respect to any such submission and dispute, the Buyer shall again make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx without prejudice to her employment and shall further grant her (and Seller or its agents) access to all relevant books and records of the Buyer as she (and Seller or its agents) may reasonably require. If issues in dispute are submitted to the Accountants Accounting Firm for resolution, resolution (i) each party will furnish to the Accountants such workpapers Accounting Firm selected work papers and other documents and information relating to the disputed issues as the Accountants Accounting Firm may request and are available to the party or its subsidiaries (or its independent public accountants)that party, and will be afforded the opportunity to present to the Accountants Accounting Firm any material relating to the determination and to discuss the determination with the Accountants; (ii) the Accountants will be instructed to determine the Net Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Book Value, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Seller shall each bear 50% of the fees and expenses of the Accountants for such determination. (2) 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 $10,500,000, the Seller shall be obligated to pay the amount of such shortfall promptly to the Buyer, together with interest on such amount at the prime rate of NationsBank, N.A. from time to time in effect (the "Prime Rate") from the Closing Date to the date of payment, up to the Escrowed Amount. In furtherance of such obligation of the Seller, the parties shall execute and deliver to the Escrow Agent a joint instruction to pay such shortfall, plus interest, as aforesaid, to the Buyer, with any remaining balance of the Escrowed Amount to be paid to the Seller. To the extent that the amount of such shortfall in the Net Book Value, plus interest as aforesaid, shall exceed the Escrowed Amount, the Seller shall have no obligation to pay such excess to the Buyer, it being understood that the Buyer's sole recourse for any such shortfall in Net Book Value shall be to the Escrowed Amount. Any interest earned on investments of the Escrowed Amount shall be paid to the Seller. To the extent that the Net Book Value, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, exceeds $10,500,000, the Buyer shall be obligated to (i) execute and deliver to the Escrow Agent a joint instruction to pay the entire amount of the Escrowed Amount to the Seller, and (ii) pay the amount of such excess promptly to the Seller, together with interest on the amount of such excess at the Prime Rate from the Closing Date to the date of payment.Accounting Firm;

Adjustment Procedures. (1a) Not later than 60 Within forty-five (45) days after the Closing Date, the Buyer will Purchaser shall prepare and deliver to the Seller an unaudited balance sheet (the "Closing Balance Sheet") a calculation of the Seller as of the Closing Date, consisting of a computation of the tangible book value Net Working Capital as of the Closing Date of in accordance with GAAP. Purchaser shall deliver to the Purchased Assets (excluding goodwill and other intangible assets) less the book value Seller Representative a written statement showing such calculation as of the Closing Date of (the Assumed Liabilities, all as determined in accordance with the same accounting principles utilized in preparing the Seller's tax basis balance sheet as at December 31, 1996 included in the Financial Statements (as defined in Section 3.4(a“Closing Statement”). Notwithstanding Purchaser shall provide the foregoing, the Seller's new Seller Representative and used car inventory reflected in the Closing Balance Sheet shall be based upon the values shown on the Seller's its representatives with reasonable access to such books and records as of relating to the Company through the Closing Date; however, the determination of such values shall be based upon the same methodology utilized in determining new and used car inventory values reflected in the December 31, 1996 tax basis balance sheet included in the Financial Statements. The tangible net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book Value". The Buyer shall make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx for the purpose of assisting the Seller in evaluating the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet. The Buyer warrants that Xx. XxXxxxxxx'x good faith assistance to the Seller shall not in any way prejudice her position as an employee of the Buyer. Further, the Buyer shall make freely available to the Seller all books and records Date as the Seller or its agents may Representative reasonably require requests (on reasonable advance notice) in order to evaluate permit the Buyer's computation of Net Book Value and preparation of Seller Representative to analyze the Closing Balance Sheet. Statement. (b) If within 30 thirty (30) days following delivery of the Closing Balance Sheet (or Statement to the next Business Day if such 30th day is not a Business Day)Seller Representative, the Seller Representative has not given the Buyer Purchaser written notice of the Seller's its objection as to the computation calculation of Net Working Capital as of the Net Book Value Closing Date as set forth in reflected on the Closing Balance Sheet Statement (such which notice to contain a statement in reasonable detail shall state the basis of the nature of the Seller's Sellers’ objection), then the Net Book Value reflected in Working Capital as of the Closing Balance Sheet will Date as so reflected on the Closing Statement shall be binding and conclusive on the parties and shall be the “Closing Net Working Capital.” (c) If the Seller Representative timely gives Purchaser written notice of objection pursuant to Section 1.6(b) above, Purchaser and the Seller Representative shall attempt in good faith to agree upon the Net Working Capital as of the Closing Date. If such an agreement is reached, the Net Working Capital so agreed upon shall be deemed mutually agreed by to be the Buyer and the SellerClosing Net Working Capital. If the Seller shall have given such notice of objection in a timely manner, then Representative and Purchaser fail to resolve the issues raised by such objection within ten (10) Business Days of Purchaser’s receipt of the Sellers’ objection, the Seller Representative and Purchaser shall submit the issues remaining in dispute will be submitted to a "Big Six" nationally recognized accounting firm to be mutually acceptable to the Buyer and the Seller agreed upon (the "“Independent Accountants"”) for resolution. With respect to any such submission and dispute, the Buyer shall again make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx without prejudice to her employment and shall further grant her resolution within thirty (and Seller or its agents30) access to all relevant books and records of the Buyer as she (and Seller or its agents) may reasonably requiredays. If issues in dispute are submitted to the Independent Accountants for resolution, : (i) each party will the Seller Representative and Purchaser shall furnish or cause to be furnished to the Independent Accountants and to the other party such workpapers work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to the such party or its subsidiaries (or its independent public accountants), agents and will shall be afforded the opportunity to present to the Independent Accountants any material relating to the determination disputed issues and to discuss the determination issues with the Independent Accountants; (ii) the Accountants will be instructed to determine the Net Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Independent Accountants of the Net Book ValueWorking Capital as of the Closing Date, as set forth in a notice to be delivered to both parties by the AccountantsSeller Representative and Purchaser within thirty (30) days of the submission to the Independent Accountants of the issues remaining in dispute, will shall be final, binding and conclusive on the partiesparties and shall be deemed to be the Closing Net Working Capital; and (iviii) the Buyer and the Seller shall each bear 50% of the fees and expenses of the Independent Accountants for relating to such determinationdetermination shall be paid by the party who is determined by the Independent Accountants to be the losing party (the party whose claimed Closing Net Working Capital is less accurate than such amount determined by the Independent Accountants) in such dispute resolution. (2d) To the extent that the If, after a final determination of Closing Net Book ValueWorking Capital pursuant to Section 1.6(b) or (c) above, as deemed mutually agreed by the parties or as Closing Net Working Capital is determined by the Accountants, as aforesaid, is to be less than negative three million one hundred thousand dollars ($10,500,0003,100,000) (the “Target Amount”), then the Seller Representative shall be obligated pay an amount in cash equal to pay the amount of any such shortfall promptly to the BuyerPurchaser within five (5) business days following such determination. If, together with interest on such amount at the prime rate after a final determination of NationsBankClosing Net Working Capital pursuant to Section 1.6(b) or (c) above, N.A. from time to time in effect (the "Prime Rate") from the Closing Date to the date of payment, up to the Escrowed Amount. In furtherance of such obligation of the Seller, the parties shall execute and deliver to the Escrow Agent a joint instruction to pay such shortfall, plus interest, as aforesaid, to the Buyer, with any remaining balance of the Escrowed Amount Net Working Capital is determined to be paid to greater than the Seller. To the extent that the amount of such shortfall in the Net Book Value, plus interest as aforesaid, shall exceed the Escrowed Target Amount, then the Seller Purchaser shall have no obligation pay an amount in cash equal to pay any such excess to the Buyer, it being understood that the Buyer's sole recourse for any Seller Representative within five (5) business days following such shortfall in Net Book Value determination. Any payment pursuant to this Section 1.6(d) shall be made in immediately available funds by wire transfer and shall be deemed to be an adjustment to the Escrowed Amount. Any interest earned on investments of the Escrowed Amount shall be paid to the Seller. To the extent that the Net Book Value, as deemed mutually agreed by the parties or as determined by the Accountants, as aforesaid, exceeds $10,500,000, the Buyer shall be obligated to (i) execute and deliver to the Escrow Agent a joint instruction to pay the entire amount of the Escrowed Amount to the Seller, and (ii) pay the amount of such excess promptly to the Seller, together with interest on the amount of such excess at the Prime Rate from the Closing Date to the date of paymentPurchase Consideration.