Common use of Adjustment to Initial Purchase Price Clause in Contracts

Adjustment to Initial Purchase Price. An adjustment to the Initial Purchase Price will be calculated in accordance with the following provisions: (i) Between the Effective Date and the Closing Date, the Parties shall prepare a balance sheet of the Business as of the Effective Date (the "Effective Date Balance Sheet"). The Effective Date Balance Sheet will include the same line items and be prepared in accordance with the same policies and practices as the Pro Forma Balance Sheet; provided however, the Parties agree that: (x) To the extent a receivable includes an unperformed obligation of the Seller, which shall be performed by the Buyer, that portion of the receivable attributable to the unperformed obligation plus a pro rata share of the profit of such receivable, shall be deducted from the receivables on a dollar for dollar basis on the Effective Date Balance Sheet, whether such unperformed obligation is reflected in Deferred Revenue or otherwise; (y) all inventory related to the National Weather Service contract shall be deducted from the Inventory on a dollar for dollar basis; and (z) any trade payable outstanding on the Effective Date that relates to products shipped on or before the Effective Date shall be deducted from the payables on a dollar for dollar basis. (ii) The difference between the Equity/Payable to Parent line item on the Effective Date Closing Balance Sheet and the Equity/Payable to Parent on the Pro Forma Balance Sheet (the "Adjustment") shall be an adjustment to the Initial Purchase Price. When the Parties have agreed on the "Adjustment", the Parties will proceed to calculate the Adjusted Purchase Price as follows: If the Adjustment is greater than 1, the Adjustment shall increase the Initial Purchase Price on a dollar for dollar basis and if the Adjustment is less than 1, it shall reduce the Initial Purchase Price on a dollar for dollar basis, resulting in the "Adjusted Purchase Price". (iii) After the determination of the Adjusted Purchase Price, the Parties agree that the sum of the line items Accrued Vacation Payable, Accrued Bonuses and Accrued Commissions but only to the extent they relate to Transferred Employees on the Effective Date Balance Sheet (together, "Seller's Payments") shall be deducted from the Adjusted Purchase Price on a dollar for dollar basis, because the Buyer will pay those obligations on behalf of the Seller to the third parties. The result of the Adjusted Purchase Price less the Seller's Payments shall be the "Final Purchase Price". (iv) Between the Effective Date and the Closing Date, the Buyer and the Seller will review the Effective Date receivables to determine which of the receivables, if any, can not be readily collected by the Buyer and the appropriate discount for such receivables ("Questionable Receivables Discount"). (v) At the Closing, the Buyer will pay the Seller the Final Purchase Price less the Questionable Receivables Discount in cash, and the Parties agree that thereafter neither Party shall have any further obligation to the other Party with respect to the receivables except as provided in section 9.

Adjustment to Initial Purchase Price. An adjustment to the Initial Purchase Price will be calculated in accordance with the following provisions: (i) Between the Effective Date and the Closing Date, the Parties shall prepare a balance sheet of the Business as of the Effective Date (the "Effective Date Balance Sheet"). The Effective Date Balance Sheet will include the same line items and be prepared in accordance with the same policies and practices as the Pro Forma Balance Sheet; provided however, the Parties agree that: (x) To the extent a receivable includes an unperformed obligation of the Seller, which shall be performed by the Buyer, that portion of the receivable attributable to the unperformed obligation plus a pro rata share of the profit of such receivable, shall be deducted from the receivables on a dollar for dollar basis on the Effective Date Balance Sheet, whether such unperformed obligation is reflected in Deferred Revenue or otherwise; (y) all inventory related to the National Weather Service contract shall be deducted from the Inventory on a dollar for dollar basis; and (z) any trade payable outstanding on the Effective Date that relates to products shipped on or before the Effective Date shall be deducted from the payables on a dollar for dollar basis. (ii) The difference between the Equity/Payable to Parent line item on the Effective Date Closing Balance Sheet and the Equity/Payable to Parent on the Pro Forma Balance Sheet (the "Adjustment") shall be an adjustment to the Initial Purchase Price. When the Parties have agreed on the "Adjustment", the Parties will proceed to calculate the Adjusted Purchase Price as follows: If the Adjustment is greater than 1, the Adjustment shall increase the Initial Purchase Price on a dollar for dollar basis and if the Adjustment is less than 1, it shall reduce the Initial Purchase Price on a dollar for dollar basis, resulting in the "Adjusted Purchase Price". (iii) After the determination of the Adjusted Purchase Price, the Parties agree that the sum of the line items Accrued Vacation Payable, Accrued Bonuses and Accrued Commissions but only to the extent they relate to Transferred Employees on the Effective Date Balance Sheet (together, "Seller's Payments") shall be deducted from the Adjusted Purchase Price on a dollar for dollar basis, because the Buyer will pay those obligations on behalf of the Seller to the third parties. The result of the Adjusted Purchase Price less the Seller's Payments shall be the "Final Purchase Price". (iv) Between the Effective Date and the Closing Date, the Buyer and the Seller will review the Effective Date receivables to determine which of the receivables, if any, can not be readily collected by the Buyer and the appropriate discount for such receivables ("Questionable Receivables Discount"). (v) At the Closing, the Buyer will pay the Seller the Final Purchase Price less the Questionable Receivables Discount in cash, and the Parties agree that thereafter neither Party shall have any further obligation to the other Party with respect to the receivables except as provided in section 9.

Adjustment to Initial Purchase Price. An adjustment (a) As promptly as practicable following the Closing Date (but in any event within ninety (90) days thereafter), the Buyer shall prepare and deliver to the Initial Seller the Closing Statement certified on behalf of the Buyer, dated the date of its delivery, stating that the Buyer has conducted a review of all relevant information and data then reasonably available and setting forth the best estimate by the Buyer of the Final Purchase Price will and the Purchase Price Surplus or the Purchase Price Deficit, as applicable, based thereon. The Closing Statement shall (i) be prepared on a consolidated basis for all BPS Companies in accordance with GAAP, using the same principles, policies and methodologies reflected on Schedule 2.6(a), (ii) include reasonable supporting documentation for the estimates and calculations contained therein (together with any additional information reasonably requested by the Seller), and (iii) be prepared in good faith and in accordance with this Agreement. (b) The Seller shall have thirty (30) days following its receipt of the Closing Statement delivered pursuant to Section 2.6(a) during which to notify the Buyer of any dispute of any item contained therein, which notice shall (i) set forth in reasonable detail the basis for such dispute and (ii) only include disagreements based on mathematical errors or based on Net Working Capital, Debt or Cash not being calculated in accordance with their respective definitions herein and (iii) include the following provisions: (i) Between Seller’s draft of the Effective Date Closing Statement. The Buyer and the Closing DateSeller shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Parties Closing Statement shall prepare a balance sheet of the Business as of the Effective Date (the "Effective Date Balance Sheet"). The Effective Date Balance Sheet will include the same line items and be prepared in accordance with the same policies and practices as the Pro Forma Balance Sheet; provided however, the Parties agree that: (x) To the extent a receivable includes an unperformed obligation agreement of the Seller, which shall be performed by the Buyer, that portion of the receivable attributable to the unperformed obligation plus a pro rata share of the profit of such receivable, shall be deducted from the receivables on a dollar for dollar basis on the Effective Date Balance Sheet, whether such unperformed obligation is reflected in Deferred Revenue or otherwise; (y) all inventory related to the National Weather Service contract shall be deducted from the Inventory on a dollar for dollar basis; and (z) any trade payable outstanding on the Effective Date that relates to products shipped on or before the Effective Date shall be deducted from the payables on a dollar for dollar basis. (ii) The difference between the Equity/Payable to Parent line item on the Effective Date Closing Balance Sheet Buyer and the Equity/Payable to Parent on Seller. For purposes of complying with the Pro Forma Balance Sheet (the "Adjustment") shall be an adjustment to the Initial Purchase Price. When the Parties have agreed on the "Adjustment"terms set forth in this Section 2.6, the Parties will proceed to calculate the Adjusted Purchase Price as follows: If the Adjustment is greater than 1, the Adjustment shall increase the Initial Purchase Price on a dollar for dollar basis and if the Adjustment is less than 1, it shall reduce the Initial Purchase Price on a dollar for dollar basis, resulting in the "Adjusted Purchase Price". (iii) After the determination each of the Adjusted Purchase Price, the Parties agree that the sum of the line items Accrued Vacation Payable, Accrued Bonuses and Accrued Commissions but only to the extent they relate to Transferred Employees on the Effective Date Balance Sheet (together, "Seller's Payments") shall be deducted from the Adjusted Purchase Price on a dollar for dollar basis, because the Buyer will pay those obligations on behalf of the Seller to the third parties. The result of the Adjusted Purchase Price less the Seller's Payments shall be the "Final Purchase Price". (iv) Between the Effective Date and the Closing Date, the Buyer and the Seller will review shall cooperate with and make available to the Effective Date receivables other party and its respective Representatives all relevant information, records, data and work papers (including the work papers of independent accountants) and back up materials used in preparing the Closing Statement and, upon reasonable advance notice to determine which the Company, access during normal business hours to employees of the receivablesCompany responsible for such items. In the event the Seller does not notify the Buyer of any such dispute within such thirty (30) day period or notifies the Buyer within such period that it does not dispute any item contained therein, if anythe Closing Statement delivered pursuant to Section 2.6(a) and the Buyer’s calculation of the Purchase Price Deficit or Purchase Price Surplus, can not as the case may be, shall be readily collected by final and binding upon the parties hereto. (c) In the event the Buyer and the appropriate discount Seller are unable to resolve any dispute regarding the Closing Statement delivered pursuant to Section 2.6(a) within thirty (30) days following the Buyer’s receipt of notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by the Arbitrator. The Arbitrator shall certify to the parties hereto its impartiality and neutrality in undertaking the engagement to serve as Arbitrator under this Agreement. In resolving any such dispute, the Arbitrator shall consider only those items or amounts in the Closing Statement as to which the Seller has disagreed. The Buyer and the Seller shall instruct the Arbitrator to make a final determination of the matters in dispute in accordance with the guidelines and procedures set forth in this Agreement and solely based on the written submissions of the Buyer and the Seller, respectively, and not by independent review. The Buyer and the Seller shall instruct the Arbitrator not to assign a value to any item in dispute (i) greater than the greatest value for such receivables item assigned by the Buyer, on the one hand, or the Seller, on the other hand, or ("Questionable Receivables Discount")ii) less than the smallest value for such item assigned by the Buyer, on the one hand, or the Seller, on the other hand. The Arbitrator’s determination of the Closing Statement and the Purchase Price Deficit or Purchase Price Surplus, as the case may be, based thereon, shall be, absent manifest error, final, binding and conclusive on the parties hereto. The Arbitrator shall use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees and expenses of the Arbitrator shall be shared equally by the Seller and the Buyer. (vd) At Within five (5) Business Days following the Closingdetermination of the Final Closing Statement as set forth above, if there is a Purchase Price Deficit, the Seller shall pay to the Buyer an amount equal to the Purchase Price Deficit, and if there is a Purchase Price Surplus, the Buyer will shall pay to the Seller an amount equal to the Final Purchase Price less Surplus. Any payment made by a party pursuant to this Section 2.6(d) shall include simple interest at the Questionable Receivables Discount in cash, rate of 5% per annum from the Closing Date through the date of such payment and shall be made by wire transfer of immediately available funds. Any amount to be paid pursuant to this Section 2.6(d) shall be deemed to have adjusted the Parties agree that thereafter neither Party shall have any further obligation to the other Party with respect to the receivables except as provided in section 9Initial Purchase Price for all purposes hereof.

Adjustment to Initial Purchase Price. An adjustment The Initial Purchase Price shall be adjusted following the Closing as follows: (a) As soon as practicable, but in any event no later than sixty (60) days after the Closing Date, Ernst & Young, LLP, the Seller's auditor, shall conduct an audit of the working capital of the Business (excluding, the Excluded Assets and liabilities which are not Assumed Liabilities) as of the Closing Date (the "Audit") to determine, among other things, the Business' working capital (excluding, the Excluded Assets and liabilities which are not Assumed Liabilities) as of the Closing Date (the "Closing Working Capital") and to prepare and deliver to the Buyer a statement (the "Statement") setting forth the Closing Working Capital and setting forth in reasonable detail the calculation thereof. Subject to the terms of the letter agreement customarily employed by Ernst & Young, LLP, a copy of which is attached hereto as Exhibit H, the Buyer and its agents and representatives shall have complete and unrestricted access to the work papers of Ernst & Young, LLP used in the preparation of the Statement. Subject expressly to the right of the Buyer to reasonable observation of such procedures, the Buyer shall give the Seller and its auditors reasonable access to, and the right to examine and make copies of all books and records, and reasonable access to appropriate employees of the Buyer relating to the Business during normal business hours in order to conduct the Audit. The cost of the Audit shall be borne by the Seller. The Audit shall be conducted in accordance with generally accepted auditing standards. The Statement shall be prepared in accordance with GAAP, provided that materiality shall be determined by reference solely to the Business. The results of the Audit shall be subject to verification by the Buyer's accountants and other representatives. In the event of a dispute regarding any item contained in the Statement, the Buyer shall notify the Seller in writing of such dispute within thirty (30) days of the Buyer's receipt of the Statement, and the Buyer and the Seller shall negotiate in good faith to resolve such dispute. In the event that the Buyer and the Seller are unable to resolve the dispute within thirty (30) days after the Seller receives written notice of such dispute, the dispute shall be promptly referred to PricewaterhouseCoopers (the "Independent Accounting Firm") whose decision shall be final and binding on the Parties. The costs of the Independent Accounting Firm shall be borne by the Party whose determination of the Closing Working Capital differs from the Closing Working Capital, as determined by the Independent Accounting Firm, by the greatest amount. In the event that the Buyer does not notify the Seller of any dispute with respect to any item contained in the Statement within thirty (30) days following the Buyer's receipt of the Statement, the Statement shall be the "Final Statement". In the event of a dispute, the Statement, as modified by resolution by the Buyer and the Seller, or the Independent Accounting Firm, shall be the "Final Statement." (b) The Purchase Price shall be equal to the Initial Purchase Price, increased or decreased, as the case may be, pursuant to this Section 1.06(b). In the event the Closing Working Capital exceeds $10,530,000 (the "Required Working Capital"), the Purchase Price shall be increased by such excess, and the Buyer shall pay to the Seller Entities in accordance with the respective percentages set forth on Schedule 1.02 an amount equal to such excess. Subject to the last sentence of Section 1.06(e), in the event the Closing Working Capital is less than the Required Working Capital, the Purchase Price shall be equal to the Initial Purchase Price will decreased by such deficit, and the Seller shall pay to the Buyer an amount equal to such deficit. The Closing Working Capital shall be comprised of: (i) Receivables (net of reserves, as determined in accordance with GAAP) of at least $6,500,000; (ii) all of the Seller's raw materials and supplies, packaging, manufactured and purchased parts, work-in-process and finished goods inventories and spare parts inventories which relate to the Business (the "Inventory") having value of at least $10,000,000; provided, however, that if the value of such Inventory shall be in excess of $11,000,000, then the amount by which such Inventory value exceeds $11,000,000 shall be known as the "Inventory Surplus Amount", and in that event the value of the finished goods which comprise the Inventory shall be equal to the sum of: (x) $4,000,000; and (y) fifty percent (50%) of the Inventory Surplus Amount; and provided, further, that the value of the finished goods Inventory shall under no circumstances be less than an amount equal to $4,000,000; and (iii) prepaid expenses and other assets that are transferable to the Buyer having a value less than or equal to $600,000. For purposes of this Section 1.06, the Closing Working Capital shall be calculated in accordance conformity with GAAP, and shall mean, as of the following provisions: Closing Date, (i) Between the Effective sum of (A) the value of Inventory on a first-in-first-out basis (net of reserves, as determined in accordance with GAAP), (B) Receivables (net of reserves, as determined in accordance with GAAP and net of fully accrued amounts for future deductions relating to sales booked on or before the Closing Date) and (C) prepaid expenses and other working capital assets that are transferable to the Buyer less (ii) the accounts payable and accrued expenses of the Business with due dates of twelve (12) months or less from the Closing Date, exclusive of capitalized leases; provided, however, that any items for which the Seller retains liability as a result of proration pursuant to Section 6.03 shall not be included as accrued expenses for purposes of calculating the Closing Working Capital. In the event that the Receivables exceed $8,500,000, the Seller shall retain the amount of such excess. (c) Any payments to be made by the Buyer or the Seller, as the case may be, pursuant to Section 1.06(b) shall be made by wire transfer in immediately available funds within five (5) business days after the date upon which the Statement becomes the Final Statement, in an amount determined pursuant to Section 1.06(b), together with interest thereon from the Closing Date through the date such payment is made, at the prime lending rate as announced as of the date of such payment by Bank of America. (d) On that date which is two (2) business days prior to the date scheduled to be the Closing Date (the "Assessment Date") the Buyer and the Seller shall jointly calculate the value of the Inventory according to the Seller's books, as adjusted pursuant to the physical Inventory inspection conducted as of September 29, 2001 (such calculation, the "Inventory Audit") of the Inventory of the Seller which is used in the Business (net of reserves, determined in accordance with GAAP). The Parties expressly acknowledge and agree that, with respect to any Obsolete Inventory, as hereinafter defined: (i) such Obsolete Inventory which does not constitute packaging material shall be valued at the lower of cost or market; and (ii) such Obsolete Inventory which constitutes packaging material shall be valued at zero ($0.00). Each of the Seller and the Buyer shall use its commercially reasonable efforts to cooperate fully with the other in the conduct of the Inventory Audit, and each Party shall bear its own costs of performing the Inventory Audit. The results of the Inventory Audit, adjusted for changes in the Inventory between the Assessment Date and the Closing Date, shall be considered by the Parties shall prepare a balance sheet for purposes of determining the Business as of the Effective Date (the "Effective Date Balance Sheet"). The Effective Date Balance Sheet will include the same line items and be prepared Closing Working Capital, in accordance with Section 1.06(b) of this Agreement, and the same policies and practices Inventory identified as the Pro Forma Balance Sheet; provided however, the Parties agree that: (x) To the extent a receivable includes an unperformed obligation result of the Seller, which Inventory Audit shall be performed by the Buyer, that portion set forth on Schedule 1.01(a) hereto as part of the receivable attributable to the unperformed obligation plus a pro rata share of the profit of such receivable, shall be deducted from the receivables on a dollar for dollar basis on the Effective Date Balance Sheet, whether such unperformed obligation is reflected in Deferred Revenue or otherwise; (y) all inventory related to the National Weather Service contract shall be deducted from the Inventory on a dollar for dollar basis; and (z) any trade payable outstanding on the Effective Date that relates to products shipped on or before the Effective Date shall be deducted from the payables on a dollar for dollar basisAcquired Assets. (iie) The difference between On the Equity/Payable to Parent line item on the Effective Date Closing Balance Sheet and the Equity/Payable to Parent on the Pro Forma Balance Sheet (the "Adjustment") shall be an adjustment to the Initial Purchase Price. When the Parties have agreed on the "Adjustment", the Parties will proceed to calculate the Adjusted Purchase Price as follows: If the Adjustment is greater than 1, the Adjustment shall increase the Initial Purchase Price on a dollar for dollar basis and if the Adjustment is less than 1, it shall reduce the Initial Purchase Price on a dollar for dollar basis, resulting in the "Adjusted Purchase Price". (iii) After the determination of the Adjusted Purchase Price, the Parties agree that the sum of the line items Accrued Vacation Payable, Accrued Bonuses and Accrued Commissions but only to the extent they relate to Transferred Employees on the Effective Date Balance Sheet (together, "Seller's Payments") shall be deducted from the Adjusted Purchase Price on a dollar for dollar basis, because the Buyer will pay those obligations on behalf of the Seller to the third parties. The result of the Adjusted Purchase Price less the Seller's Payments shall be the "Final Purchase Price". (iv) Between the Effective Date and the Closing Assessment Date, the Buyer and the Seller will review the Effective Date receivables to determine which shall, in good faith, make a determination of the receivablesworking capital of the Business as of the Assessment Date including consideration of the Inventory Audit. As it pertains to the other components of the working capital of the Business as of the Assessment Date, if any, can not be readily collected by the Buyer and the appropriate discount for such receivables ("Questionable Receivables Discount"). (vSeller shall use the provisions of Section 1.06(b) At hereof. The Parties hereto expressly acknowledge and agree that, if the Closingworking capital of the Business, the Buyer will pay the Seller the Final Purchase Price less the Questionable Receivables Discount in cash, and as determined by the Parties agree that thereafter neither Party shall have on the Assessment Date, (i) fails to satisfy any further obligation to of the other Party with respect to composition requirements set forth in the receivables except as provided fourth sentence of Section 1.06(b); (ii) is less than $8,530,000; or (iii) more than $12,530,000, then the Buyer, in section 9its sole and absolute discretion, may terminate this Agreement.

Adjustment to Initial Purchase Price. An adjustment to the (a) The Initial Purchase Price will shall be calculated in accordance with adjusted upward or downward on a dollar-for-dollar basis (the following provisions: (i“Initial Purchase Price Adjustment”) Between to the Effective Date and extent that, as of the close of business on the Closing Date, the Parties shall prepare Company’s tangible net asset value (the “Closing TNAV”), calculated as set forth below, is more or less than $3,000,000 (the “Target TNAV”). (i) The Initial Purchase Price Adjustment will be determined by (A) preparing a Closing Date balance sheet that is mutually agreed to by the Parties, (B) calculating the difference between the Closing TNAV and the Target TNAV, and (C) making payment of the Business as of the Effective Date (the "Effective Date Balance Sheet"). The Effective Date Balance Sheet will include the same line items and be prepared in accordance with the same policies and practices as the Pro Forma Balance Sheet; provided however, the Parties agree that: (x) To the extent a receivable includes an unperformed obligation of the Seller, which shall be performed by the Buyer, that portion of the receivable attributable difference to the unperformed obligation plus a pro rata share of the profit of such receivable, shall be deducted from the receivables on a dollar for dollar basis on the Effective Date Balance Sheet, whether such unperformed obligation is reflected in Deferred Revenue or otherwise; (y) all inventory related to the National Weather Service contract shall be deducted from the Inventory on a dollar for dollar basis; and (z) any trade payable outstanding on the Effective Date that relates to products shipped on or before the Effective Date shall be deducted from the payables on a dollar for dollar basisappropriate party. (ii) The difference between Closing TNAV will be calculated as (A) the Equity/Payable Company’s total tangible assets, including cash, as further described in subparagraph (b) below, less (B) the Company’s total tangible liabilities (including all Transaction Expenses incurred by the Company and/or the Sellers and to Parent line item be paid by the Company that have not be paid prior to Closing, and less (C) the Company’s third party debt. For clarification, the Closing TNAV will be calculated from Seller’s accounting system on the Effective Date Closing Balance Sheet accrual basis consistent with GAAP, and shall include any work in progress, deferred Taxes and accrued vacation, holiday, and sick time, as well as a pro rata portion of the Equity/Payable to Parent on the Pro Forma Balance Sheet (the "Adjustment") shall be an adjustment to the Initial Purchase Price. When the Parties have agreed on the "Adjustment", the Parties will proceed to calculate the Adjusted Purchase Price as follows: If the Adjustment is greater than 1, the Adjustment shall increase the Initial Purchase Price on a dollar expected year end bonus expense for dollar basis all employees and if the Adjustment is less than 1, it shall reduce the Initial Purchase Price on a dollar any accrued liability for dollar basis, resulting in the "Adjusted Purchase Price"hard work or other incentive bonuses. (iiib) After the determination of the Adjusted Purchase Price, the Parties agree that the sum of the line items Accrued Vacation Payable, Accrued Bonuses and Accrued Commissions but only to the extent they relate to Transferred Employees on the Effective Date Balance Sheet Not later than sixty (together, "Seller's Payments"60) shall be deducted from the Adjusted Purchase Price on a dollar for dollar basis, because the Buyer will pay those obligations on behalf of the Seller to the third parties. The result of the Adjusted Purchase Price less the Seller's Payments shall be the "Final Purchase Price". (iv) Between the Effective Date and days after the Closing Date, the Buyer amount of the Closing TNAV shall be determined and set forth in a statement to be prepared by the Seller Representative (the “Final Statement”). The Final Statement shall be prepared from Company’s accounting system on the accrual basis according to Company’s practices as consistently applied, which may not be in accordance with GAAP, and shall reflect all tangible assets and liabilities of the Company as of the Closing Date as described in subparagraph (a)(ii) above. The Parties agree that the earn-out liabilities payable under Section 2.5 hereof, will be accounted for on the Purchaser’s books and records and, accordingly, will not be considered liabilities of the Company for purposes of calculating TNAV. Seller Representative shall have full access to the Company’s books and records for purposes of preparing the Final Statement. (c) The Seller Representative shall cause the Final Statement to be delivered to the Purchaser for review by the Purchaser and its accountants. The Final Statement shall be final and binding upon the Parties for all purposes, unless the Purchaser shall notify the Seller Representative in writing, not later than thirty (30) days from the Purchaser’s receipt of the Final Statement, of a disagreement with the amounts reflected in the Final Statement (the “Final Statement Disagreement”), in which event the provisions of subparagraph (d) below shall apply. Such notice shall specify all items as to which there is disagreement, including the amount, and provide an explanation of the basis for such disagreement. During the 30-day review period, the Purchaser and its representatives shall have full access to the Company’s books and records, and the Sellers shall make available to the Purchaser, at reasonable times and upon reasonable notice, the employees, representatives and agents of the Sellers who prepared, or assisted in the preparation of, the Final Statement. The failure of the Purchaser to timely notify the Seller Representative in writing of the existence of a Final Statement Disagreement shall be deemed, for all purposes, the Purchaser’s acceptance of the Final Statement. (d) In the event and to the extent that the Purchaser shall timely notify the Seller Representative in writing, as provided in subparagraph (c) above, of a Final Statement Disagreement, the Parties shall attempt, in good faith, to resolve such disagreement. In the event the Parties are unable to resolve such Final Statement Disagreement within ten (10) Business Days from the date of receipt by the Seller Representative of notice from the Purchaser of the Final Statement Disagreement, each of the Purchaser and the Seller will Representative shall, within ten (10) Business Days, submit to representatives of a mutually agreed CPA firm (the “Accountants”) its or his proposal concerning what the amount of Closing TNAV should be, together with all relevant financial data, and the Final Statement Disagreement shall be submitted for final and binding arbitration and resolution by the Accountants. In resolving the Final Statement Disagreement, the Accountants shall only consider those items or amounts in the Final Statement as to which the Parties disagree. After completing their review the Effective Date receivables to determine which of the receivablesFinal Statement Disagreement, the Accountants shall resolve each item in dispute and confirm their conclusion (and the resulting amounts) in writing to the Seller Representative and the Purchaser. The Parties shall instruct the Accountants to deliver their written conclusion to the Purchaser and the Seller Representative no later than thirty (30) days following the conclusion of the presentation of the Purchaser’s and the Seller Representative’s respective proposals to the Accountants. The decision of the Accountants regarding such adjustment shall be final and binding upon the Parties for all purposes and enforceable in any court of competent jurisdiction. The fees and costs of the Accountants, if any, can not in connection with such arbitration shall be readily collected shared by the Buyer Sellers and the appropriate discount Purchaser in inverse proportion to the amounts in dispute determined to be for such receivables ("Questionable Receivables Discount")the account of the Sellers and the Purchaser, respectively. (ve) At In the Closingevent the Closing TNAV is finally determined to equal or exceed the Target TNAV, the excess and the remaining balance of the Holdback Amount shall be paid to the Sellers in accordance with Section 2.2(b). In the event the Closing TNAV is finally determined to be less than the Target TNAV, the Buyer will pay shall be entitled to retain a portion of the Holdback Amount equal to the Post-Closing Adjustment and within five Business Days of acceptance of the applicable Closing TNAV Statement the Seller Representative shall collect the Final Purchase Price less amount of deficiency from the Questionable Receivables Discount Sellers and pay to the Purchaser the full amount of such deficiency in cash, and . Any payment required by this subparagraph (e) shall be made within ten (10) days after the determination that there is no dispute among the Parties agree that thereafter neither Party shall have any further obligation to the other Party with respect to the receivables except as provided in section 9Final Statement if there is no such dispute, or ten (10) days after the resolution of any such dispute (by arbitration or otherwise) pursuant to subparagraph (d) hereof.