Common use of Adjustment to the Estimated Purchase Price Clause in Contracts

Adjustment to the Estimated Purchase Price. (a) As promptly as practical, but in no event more than 60 days after the Closing, Buyer shall cause Buyer's Auditors to prepare and deliver to Seller a draft of a schedule of the Working Capital of VNG (in the format consistent with Schedule 2.1.2) as of the commencement of business on the Closing Date (the "Preliminary Working Capital Schedule"), which shall reflect the value of the Working Capital as of such date, together with a draft of their report stating, without qualification, that the Preliminary Working Capital Schedule has been prepared in conformity with U.S. GAAP. (b) Seller's Auditors may, if Seller so elects, review the manner in which Buyer's Auditors plan to prepare the Preliminary Working Capital Schedule, including, but not limited to, the nature and extent of the procedures to be applied in preparing the schedule. Seller and Seller's Auditors shall be entitled to observe the taking of the physical inventory, if any. (c) During the 15 days following the receipt by Seller of the draft of the Preliminary Working Capital Schedule and the report of Buyer's Auditors with respect thereto, Seller's Auditors shall be permitted to review the working papers of Buyer's Auditors relating to the draft of the Preliminary Working Capital Schedule and shall have such access to Buyer's personnel as may be reasonably necessary to permit them to review in detail the manner in which the draft was prepared. Buyer and Buyer's Auditors shall cooperate with Seller and Seller's Auditors in facilitating such review. Seller's Auditors shall give any comments or objections they have with respect to the draft of the Preliminary Working Capital Schedule to Buyer and Buyer's Auditors. Such comments or objections, insofar as they relate to the valuation of any assets or liabilities, shall be resolved by Buyer, and Buyer's Auditors shall prepare a final schedule of Working Capital (the "Final Working Capital Schedule") which shall reflect such resolution, and deliver it to Seller pursuant to the provisions of the next paragraph. (d) Within seven days after the expiration of such 15 day period, Buyer shall deliver to Seller the Final Working Capital Schedule accompanied by a definitive report of Buyer's Auditors with respect thereto. Within three Business Days after receipt of such schedule and report, Seller's Auditors shall deliver a letter to Seller and Buyer stating whether they concur with such report and their exceptions thereto, if any, together with the reasons therefor. If Seller's Auditors fail to deliver to Seller and Buyer a letter within such period, Seller shall be deemed to have accepted the Final Working Capital Schedule. If the objections raised in a timely submitted letter from Seller's Auditors cannot be resolved between Buyer's Auditors and Seller's Auditors within five Business Days after delivery of such letter by Seller's Auditors, the question or questions in dispute shall then be promptly submitted to any "big five" accounting firm (other than Seller's Auditors and Buyer's Auditors), or if such accounting firm cannot or refuses to serve in such capacity, a mutually acceptable firm of independent public accountants of recognized standing, the decision of which as to such question or questions in dispute shall be final and binding upon Seller and Buyer. The accounting firm shall be instructed to resolve the question or questions in dispute within 20 days of submission. (e) If the Final Working Capital Schedule, after the resolution of all disputes, indicates that the amount of Working Capital of VNG used to determine the Estimated Purchase Price was less than the amount of Working Capital of VNG reflected in the Final Working Capital Schedule, Buyer shall promptly pay to Seller, in immediately available funds the amount of the difference. If the Final Working Capital Schedule, after the resolution of all disputes, indicates that the amount of Working Capital of VNG used to determine the Estimated Purchase Price exceeded the amount of Working Capital of VNG reflected in the Final Working Capital Schedule, Seller shall promptly pay to Buyer, in immediately available funds the amount of such excess. (f) The fees of Buyer's Auditors incurred in connection with the preparation of the Preliminary and Final Working Capital Schedules shall be borne by Buyer, and the fees of Seller's Auditors incurred in connection with their review of the work done in connection with the preparation of such schedules shall be borne by Seller. The fees of any independent accounting firm appointed pursuant to Section 2.3(d) shall be borne equally by Seller and Buyer.

Adjustment to the Estimated Purchase Price. (ai) As promptly as practical, but in no event more than 60 days after the Closing, Buyer shall cause Buyer's Auditors to prepare and deliver to Seller a draft of a schedule of the Working Capital of VNG NCNG (in the format consistent with Schedule 2.1.22.2) as part of the commencement of business on the Closing Date (the "Preliminary Working Capital Schedule"), which shall reflect the value of the Working Capital as of such date, together with a draft of their report stating, without qualification, that the Preliminary Working Capital Schedule has been prepared in conformity with U.S. GAAP. (bii) Seller's Auditors may, if Seller so elects, may review the manner in which Buyer's Auditors plan Buyer plans to prepare the Preliminary Working Capital Schedule, including, but not limited to, the nature and extent of the procedures to be applied in preparing the schedule. , Seller and Seller's Auditors shall be entitled to observe the taking of the physical inventory, if any. (ciii) During the 15 days following the receipt by Seller of the draft of the Preliminary Working Capital Schedule and the report of Buyer's Auditors Buyer with respect thereto, Seller's Auditors Seller shall be permitted to review the working papers of Buyer's Auditors Buyer relating to the draft of the Preliminary Working Capital Schedule and shall have such access to Buyer's personnel as may be reasonably necessary to permit them to review in detail the manner in which the draft was prepared. Buyer and Buyer's Auditors shall cooperate with Seller and Seller's Auditors in facilitating such review. Seller's Auditors Seller shall give any comments or objections they have with respect or objections they have with respect to the draft of the Preliminary Working Capital Schedule to Buyer and Buyer's Auditors. Such comments or objections, insofar as they relate to the valuation of any assets or liabilities, shall be resolved by Buyer, and Buyer's Auditors Buyer shall prepare a final schedule of Working Capital (the "Final Working Capital Schedule") which shall reflect such resolution, and deliver it to Seller pursuant to the provisions of the next paragraph. (div) Within seven 15 days after the expiration of such the 15 day periodperiod set forth in Section 2.2(b)(iii), Buyer shall deliver to Seller the Final Working Capital Schedule accompanied by a definitive report of Buyer's Auditors Buyer with respect thereto. Within three 15 Business Days after receipt of such schedule and report, Seller's Auditors Seller shall deliver a letter to Seller and Buyer stating whether they concur Seller concurs with such report and their its exceptions thereto, if any, together with the reasons therefor. If Seller's Auditors fail Seller fails to deliver to Seller and Buyer a letter within such period, Seller shall be deemed to have accepted the Final Working Capital Schedule. If the objections raised in a timely submitted letter from Seller's Auditors Seller cannot be resolved between Buyer's Auditors Buyer and Seller's Auditors Seller within five Business Days after delivery of such letter by Seller's Auditors, the question or questions in dispute shall then be promptly submitted to any "big fivefour" accounting firm (other than Seller's Auditors auditors and Buyer's Auditorsauditors), or if such accounting firm cannot or refuses to serve in such capacity, a mutually acceptable firm of independent public accountants of recognized standing, the decision of which as to such question or questions in dispute shall be final and binding upon Seller Buyer and BuyerSeller. The accounting firm shall be instructed to resolve the question or questions in dispute within 20 days of submission. (ev) If the Final Working Capital Schedule, after the resolution of all disputes, indicates that the amount of Working Capital of VNG NCNG used to determine the Estimated Purchase Price was less than the amount of Working Capital of VNG NCNG reflected in the Final Working Capital Schedule, Buyer shall promptly pay to Seller, in immediately available funds the amount of the difference. If the Final Working Capital Schedule, after the resolution of all disputes, indicates that the amount of Working Capital Schedule, after the resolution of VNG all disputes, indicates that the amount of Working Capital of NCNG used to determine the Estimated Purchase Price exceeded the amount of Working Capital of VNG NCNG reflected in the Final Working Capital Schedule, Seller shall promptly pay to Buyer, in immediately available funds the amount of such excess. (fvi) The fees of Buyer's Auditors incurred in connection with the preparation of the Preliminary and Final Working Capital Schedules shall be borne by Buyer, and the fees of Seller's Auditors incurred in connection with their review of the work done in connection with the preparation of such schedules shall be borne by Seller. The fees of any independent accounting firm appointed pursuant to Section 2.3(d2.2(b)(iv) shall be borne equally by Seller and Buyer.