Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. The adjustments described in Section 1.6(c) will be determined as follows: (i) Within sixty (60) days after the Closing Date, the Parent shall prepare, in accordance with GAAP, and deliver to the Stockholder Representatives a balance sheet of the Company as of the Closing Date (the “Final Balance Sheet”). The Parties acknowledge and agree that for purposes of determining the Closing Amount Adjustment pursuant to this Section 1.6(d)(i) the Final Balance Sheet shall be prepared on a basis consistent with and utilizing the same principles, practices and policies of the Company, as those used in preparing the Most Recent Balance Sheet, subject to the Accounting Policies. The Parties acknowledge and agree that the items listed on Section 1.6(d)(i) of the Disclosure Schedule shall be taken into account in calculating Net Debt and Closing Date Working Capital for the pre-closing estimates and on the Final Balance Sheet. (ii) The Stockholder Representatives and any professionals chosen by them shall have the right to review the Surviving Corporation’s books and records relating to, and the work papers of the Parent and its advisors utilized in, preparing the Final Balance Sheet. The Final Balance Sheet shall be binding for purposes of the Closing Amount Adjustment unless the Stockholder Representatives present to the Parent within 15 Business Days after receipt of the Final Balance Sheet from the Parent written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (iii) If the Stockholder Representatives deliver a timely notice of disagreement, the Parent and the Stockholder Representatives shall attempt in good faith during the thirty (30) days immediately following the Parent’s receipt of timely notice of disagreement to resolve any disagreement with respect to the Final Balance Sheet. If, at the conclusion of such 30-day period, the Parent and the Stockholder Representatives have not resolved their disagreements regarding the Final Balance Sheet, the Parent and the Stockholder Representatives shall refer the items of disagreement for final determination to the Philadelphia office of a regional accounting firm which is mutually acceptable to the Parent and the Stockholder Representatives (the “Accountants”). However, if the Parent and Stockholder Representatives are unable to agree on such a firm which is willing to so serve, the Parent shall deliver to the Stockholder Representatives a list of two independent regional accounting firms that are not auditors, tax advisors or other consultants to the Parent, the Company or the Stockholder Representatives, and the Stockholder Representatives shall select one of such two firms to be the Accountants within five (5) Business Days. The parties will be reasonably available for such firm, and shall instruct such firm to render a final determination within the 20 days immediately following the referral to the Accountants. The Final Balance Sheet shall be deemed to be conclusive and binding on the Parent and the Constituents upon (A) the failure of the Stockholder Representatives to deliver to the Parent a notice of disagreement within 15 Business Days of their receipt of the Final Balance Sheet prepared by the Parent, (B) resolution of any disagreement by mutual agreement of the Parent and the Stockholder Representatives after a timely notice of disagreement has been delivered to the Parent, or (C) notification by the Accountants of their final determination of the items of disagreement submitted to them.

Adjustment Procedures. The adjustments described in Section 1.6(c) will be determined as follows: (i) Within sixty fifty (6050) days after the Closing Date, the Parent shall prepare, in accordance with GAAP, and deliver to the Stockholder Member Representatives a balance sheet of the Company as of the Closing Date (the “Final Balance Sheet”). The Parties parties acknowledge and agree that that, for purposes of determining the Closing Amount Adjustment pursuant to this Section 1.6(d)(i) ), the Final Balance Sheet shall be prepared on a basis consistent with and utilizing the same principles, practices and policies of the Company, as those used in preparing the Most Recent Balance Sheet, subject to the Accounting Policies. The Parties acknowledge and agree that the items listed on Section 1.6(d)(i) of the Disclosure Schedule Schedules shall be taken into account in calculating Net Debt and Closing Date Working Capital for the pre-closing estimates and included on the Final Balance Sheet. (ii) The Stockholder Upon receipt of the Final Balance Sheet, the Member Representatives and any professionals chosen by them shall have the right to review the Surviving CorporationCompany’s books and records relating to, and the work papers of the Parent and its advisors utilized in, in preparing the Final Balance Sheet. The Final Balance Sheet shall be binding for purposes of the Closing Amount Adjustment unless the Stockholder Member Representatives present to the Parent within 15 20 Business Days after receipt of the Final Balance Sheet from the Parent written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (iii) If the Stockholder Member Representatives deliver a timely notice of disagreement, the Parent and the Stockholder Member Representatives shall attempt in good faith during the thirty (30) days immediately following the Parent’s receipt of timely notice of disagreement to resolve any disagreement with respect to the Final Balance Sheet. If, at the conclusion of such 30-day period, the Parent and the Stockholder Member Representatives have not resolved their disagreements regarding the Final Balance Sheet, the Parent and the Stockholder Member Representatives shall refer the items of disagreement for final determination to the Philadelphia Orange County, California office of a regional accounting firm which is mutually acceptable to the Parent and the Stockholder Member Representatives (the “Adjustment Accountants”). However, if the Parent and Stockholder Member Representatives are unable to agree on such a firm which is willing to so serve, the Parent shall deliver to the Stockholder Member Representatives a list of two three independent California regional accounting firms with offices in Orange County, California, that are not currently nor have they been during the past five (5) years, auditors, tax advisors or other consultants to the Parent (or Parent’s then current subsidiaries, officers, or directors), the Company or the Stockholder Member Representatives, and the Stockholder Member Representatives shall select one of such two three firms to be the Adjustment Accountants within five (5) Business Days. The parties will be reasonably available for such firm, and shall instruct such firm to render a final determination within the 20 days immediately following the referral to the Adjustment Accountants. The Final Balance Sheet shall be deemed to be conclusive and binding on the Parent and the Constituents Members upon (A) the failure of the Stockholder Member Representatives to deliver to the Parent a notice of disagreement within 15 20 Business Days of their receipt of the Final Balance Sheet prepared by the ParentBuyer, (B) resolution of any disagreement by mutual agreement of the Parent and the Stockholder Member Representatives after a timely notice of disagreement has been delivered to the Parent, or (C) notification by the Adjustment Accountants of their final determination of the items of disagreement submitted to them.

Adjustment Procedures. The adjustments described in Section 1.6(c1.6(a) will be determined implemented as follows: (i) Within sixty thirty (6030) days after the Closing Date, the Parent shall prepare, in accordance with GAAP, prepare and deliver to the Stockholder Representatives Representative a balance sheet of the Company as of the Closing Date (the “Final Balance Sheet”). The Parties parties acknowledge and agree that for purposes of determining the Closing Amount Payment Adjustment pursuant to this Section 1.6(d)(i1.6(b)(i) the Final Balance Sheet shall be prepared in accordance with GAAP on a basis consistent with and utilizing the same principles, practices and policies of the Company, Company as those used in preparing the Most Recent Balance Sheet, subject to the Accounting Policies. The Parties acknowledge and agree that the items listed on Section 1.6(d)(iunaudited financial statements referenced in subsection (b) of the Disclosure Schedule shall be taken into account definition of “Financial Statements” in calculating Net Debt and Closing Date Working Capital for the pre-closing estimates and on the Final Balance SheetArticle X hereof. (ii) The Stockholder Representatives and any professionals chosen by them Representative shall have the right to review the Surviving Corporation’s books and records relating to, and the work papers of the Parent and its advisors utilized in, in preparing the Final Balance Sheet. The Final Balance Sheet shall be binding for purposes of on the Closing Amount Adjustment Company Stockholders unless the Stockholder Representatives present Representative presents to the Parent within 15 fifteen (15) Business Days after receipt of the Final Balance Sheet from the Parent written notice of disagreement specifying in reasonable detail the nature and extent of the disagreement. (iii) If the Stockholder Representatives deliver Representative delivers a timely notice of disagreement, the Parent and the Stockholder Representatives Representative shall attempt in good faith during the thirty (30) days immediately following the Parent’s receipt of timely notice of disagreement to resolve any disagreement with respect to the Final Balance Sheet. If, at the conclusion of such thirty (30-) day period, the Parent and the Stockholder Representatives Representative have not resolved their disagreements regarding the Final Balance Sheet, the Parent and the Stockholder Representatives Representative shall refer the items of disagreement for final determination to the Philadelphia office of a regional mutually acceptable accounting firm which is mutually acceptable with no prior relationship to the Parent and the Stockholder Representatives parties hereto (the “Accountants”). However, if the The Parent and Stockholder Representatives are unable to agree on such a firm which is willing to so serve, the Parent shall deliver to the Stockholder Representatives a list of two independent regional accounting firms that are not auditors, tax advisors or other consultants to the Parent, the Company or the Stockholder Representatives, and the Stockholder Representatives Representative shall select one of such two firms to be the Accountants within five (5) Business Days. The parties will be reasonably available for such firmto the Accountants, and who shall instruct such firm be instructed to render a final determination within the 20 twenty (20) days immediately following their receipt of the referral to the Accountantsreferral. The Final Balance Sheet shall be deemed to be conclusive and binding on the Parent and the Constituents Company Stockholders upon (A) the failure of the Stockholder Representatives Representative to deliver to the Parent a notice of disagreement within 15 fifteen (15) Business Days of their his receipt of the Final Balance Sheet prepared by the Parent, (B) resolution of any disagreement by mutual agreement of the Parent and the Stockholder Representatives Representative after a timely notice of disagreement has been delivered to the Parent, or (C) notification by the Accountants of their final determination of the items of disagreement submitted to them. (iv) The fees and disbursements of the Accountants under this Section 1.6(b) shall be shared equally by the Parent and the Company Stockholders.