Common use of Adjustments to Closing Date Balance Sheet Clause in Contracts

Adjustments to Closing Date Balance Sheet. Sellers' Representative shall have 30 days from the date of submission of the Closing Date Balance Sheet to review the Closing Date Balance Sheet. The Closing Date Balance Sheet, as delivered to Sellers' Representative, will be deemed conclusive and binding on the Parties and will be deemed to reflect the agreed upon Net Working Capital as of the Closing Date upon which the adjustment to the Purchase Price set forth in Section 2A(c) below will be based, unless, within the thirty (30) day period following submission of the Closing Date Balance Sheet to Sellers' Representative, Sellers' Representative notifies Buyer in writing that, in the Sellers' Representative's reasonable judgment, the Closing Date Balance Sheet was not prepared in accordance with Section 2A(a) (the "Dispute Notice"). The Dispute Notice shall identify each proposed adjustment to the Closing Date Balance Sheet, stating with reasonable specificity the reasons for any disagreement and the amounts in dispute. However, Sellers' Representative shall not dispute any amounts reflected on the Closing Date Balance Sheet unless Sellers' Representative can demonstrate that the Closing Date Balance Sheet was not prepared in accordance with GAAP applied on a consistent basis with the preparation of the Most Recent Balance Sheet. During the 30-day period following Sellers' Representative's delivery of the Dispute Notice to Buyer, Buyer and Sellers' Representative shall use their best efforts to resolve and agree upon any proposed adjustments set forth in the Dispute Notice. If, after a period of 30 days following Sellers' Representative's delivery of the Dispute Notice to Buyer, any adjustment still remains disputed, then (i) Sellers or Buyer, as the case may be, immediately shall pay to the other Party the amount, if any, not subject to the dispute and (ii) Sellers' Representative and Buyer will submit the disputed items for determination to Ernst & Young LLP, or if Ernst & Young LLP is not available, to KPMG LLP, or if KPMG LLP is not available and Buyer and Sellers' Representative are unable to agree upon the selection of an Audit Firm within five (5) business days after expiration of such 30-day period, the Audit Firm shall be appointed by the AAA (the "Audit Firm"). Such submission shall be accompanied by a statement from each of the Buyer and the Sellers' Representative setting forth the proposed calculation by each such party of the items in dispute (each, a "Last Offer") and may propose the procedures to be followed by the Audit Firm in resolving the dispute. Buyer and Sellers' Representative will use reasonable efforts to cause the Audit Firm to render its decision as soon as practicable thereafter (but in no event later than thirty (30) days after the submission to the Audit Firm of the notice of disagreement and Last Offers), including without limitation by promptly complying with all reasonable requests by the Audit Firm for information, books, records and similar items. The Audit Firm shall establish such procedures as give due regard to the intention of Sellers' Representative and Buyer to resolve disputes as quickly, efficiently and inexpensively as practicable, which procedures may be, but not need be, those proposed by either Sellers' Representative or Buyer. The Audit Firm will make a determination as to which of the Last Offers presented to it is, in the aggregate, more accurate, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Audit Firm (but in no event later than 30 days thereafter), (C) made in accordance with GAAP applied on a consistent basis with the preparation of the Most Recent Balance Sheet and otherwise in accordance with this Agreement, and (D) conclusive and binding upon the Parties hereto. Nothing herein will be construed to authorize or permit the Audit Firm to determine any question or matter whatsoever under or in connection with this Agreement, except as set forth in the immediately preceding sentence. The fees and expenses of the Audit Firm with respect to the dispute referred to in this Section 2A(b) will be paid by the Party whose Last Offer is not selected by the Audit Firm hereunder. No Party will disclose to the Audit Firm, and the Audit Firm will not consider for any purpose, any settlement discussions or settlement offer (other than the Last Offer) made by any Party. Upon final resolution of all disputed issues, the Audit Firm shall issue a report showing the calculation of the Net Working Capital as of the Closing Date based on its determinations pursuant to this Section Section 2A(b). The resolution of the dispute by the Audit Firm shall be final and binding on the Parties and there shall be no right of appeal therefrom. The final net working capital (the "Closing Net Working Capital") shall be (i) the Net Working Capital agreed upon by the Parties or as determined by the Audit Firm in the event of a Dispute Notice, or (ii) the Net Working Capital on the Closing Date Balance Sheet as prepared by Buyer in the event there is no Dispute Notice.

Adjustments to Closing Date Balance Sheet. Sellers' Representative shall have 30 days from the date of submission of The parties acknowledge that the Closing Date Balance Sheet (as defined in Section 7.17) may reflect reasonable estimates of certain assets and liabilities which may not be entirely accurate. As soon as practicable and in any event within ten business days after the Closing Date, the Buyer shall cause to review be prepared and deliver to Seller (or, at Seller's direction, Fearxxxxxxx) xx updated Closing Date Balance Sheet which shall correct the amounts of any estimates utilized in preparing the Closing Date Balance Sheet and correct any bookkeeping errors or omissions discovered after the Closing that affect the Closing Date Balance Sheet. The Closing Date Balance Sheet, as delivered to Sellers' Representativeso adjusted, will shall be deemed conclusive and binding on the Parties and will be deemed to reflect the agreed upon Net Working Capital as of the Closing Date upon which the adjustment to the Purchase Price set forth in Section 2A(c) below will be based, unless, within the thirty (30) day period following submission of the Closing Date Balance Sheet to Sellers' Representative, Sellers' Representative notifies Buyer in writing that, in the Sellers' Representative's reasonable judgment, the Closing Date Balance Sheet was not prepared in accordance with Section 2A(a) (the "Dispute Notice"). The Dispute Notice shall identify each proposed adjustment to the Final Closing Date Balance Sheet", stating with reasonable specificity subject to the reasons for any disagreement and dispute resolution mechanism described below. The Buyer or Seller (or, at Seller's election, Fearxxxxxxx), xs the amounts in dispute. Howevercase may be, Sellers' Representative shall (except to the extent the dispute mechanism described below is utilized), not dispute any amounts later than the 30th day after the Closing Date, pay to the other an amount equal to the net adjustment, if any, required to be made to reflect the difference between the tangible net worth of the Seller as reflected on the Closing Date Balance Sheet unless Sellers' Representative can demonstrate and the tangible net worth of the Seller as reflected on the Final Closing Date Balance Sheet. Such payment shall be made through delivery of Common Shares valued at the Average Closing Price. By delivery of such Common Shares by (i) the Seller (or Fearxxxxxxx, xx the case may be), the Seller (or Fearxxxxxxx, xx the case may be) represents to the Buyer that such Common Shares are free and clear of all Liens and (ii) the Buyer, the - 32 - 41 Buyer represents to Fearxxxxxxx xxxt such Common Shares are validly issued, fully paid, non-assessable and free and clear of all Liens and covenants that Buyer will cause such Common Shares to be treated as USTC Shares for purposes of the Agreement to Deliver and Register Shares of even date among U.S. Trust, the Seller and Fearxxxxxxx. If, within ten business days after receipt of the Final Closing Date Balance Sheet, the Seller or Fearxxxxxxx xxxifies the Buyer that it or she disputes the Final Closing Date Balance Sheet was not prepared or the amount of tangible net worth derived therefrom, then the parties shall, in accordance with GAAP applied on a consistent basis with the preparation of the Most Recent Balance Sheet. During the 30-day period following Sellers' Representative's delivery of the Dispute Notice to Buyergood faith, Buyer and Sellers' Representative shall use their best efforts seek to resolve and agree upon any proposed adjustments set forth in the Dispute Noticetheir differences. If, after a period of 30 days following Sellers' Representative's delivery of despite such good faith efforts, the Dispute Notice to Buyer, any adjustment still remains disputed, then (i) Sellers or Buyer, as the case may be, immediately shall pay to the other Party the amount, if any, not subject to the dispute and (ii) Sellers' Representative and Buyer will submit the disputed items for determination to Ernst & Young LLP, or if Ernst & Young LLP is not available, to KPMG LLP, or if KPMG LLP is not available and Buyer and Sellers' Representative parties are unable to agree upon the selection of an Audit Firm resolve their differences within five (5) ten business days after expiration of such 30-day period, the Audit Firm shall be appointed by the AAA (the "Audit Firm"). Such submission shall be accompanied by a statement from each of the Buyer and the Sellers' Representative setting forth the proposed calculation by each such party of the items in dispute (each, a "Last Offer") and may propose the procedures to be followed by the Audit Firm in resolving the dispute. Buyer and Sellers' Representative will use reasonable efforts to cause the Audit Firm to render its decision as soon as practicable thereafter (but in no event later than thirty (30) days after the submission to the Audit Firm delivery of the notice of disagreement and Last Offers), including without limitation by promptly complying with all reasonable requests dispute by the Audit Firm for informationSeller or Fearxxxxxxx xx the Buyer, books, records and similar items. The Audit Firm shall establish such procedures as give due regard to then the intention of Sellers' Representative and Buyer to resolve disputes as quickly, efficiently and inexpensively as practicable, which procedures may be, but not need be, those proposed by either Sellers' Representative or Buyer. The Audit Firm will make a determination as to which of the Last Offers presented to it is, in the aggregate, more accurate, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Audit Firm (but in no event later than 30 days thereafter), (C) made in accordance with GAAP applied on a consistent basis with the preparation of the Most Recent Final Closing Balance Sheet and otherwise in accordance with this AgreementSheet, and the tangible net worth derived therefrom, shall be determined (Di) conclusive jointly by two accounting firms, one selected by Fearxxxxxxx xx the Seller and binding upon the Parties hereto. Nothing herein will be construed to authorize or permit the Audit Firm to determine any question or matter whatsoever under or in connection with this Agreement, except as set forth in the immediately preceding sentence. The fees and expenses of the Audit Firm with respect to the dispute referred to in this Section 2A(b) will be paid by the Party whose Last Offer is not one selected by the Audit Firm hereunder. No Party will disclose to Buyer, or (ii) if the Audit Firmtwo accounting firms cannot agree on such determination, and the Audit Firm will not consider for any purpose, any settlement discussions or settlement offer (other than the Last Offer) made by any Party. Upon final resolution of all disputed issues, the Audit Firm shall issue a report showing the calculation of the Net Working Capital as of the Closing Date based on its determinations pursuant to this Section Section 2A(b). The resolution of the dispute third accounting firm selected by the Audit Firm original two accounting firms, whose determination shall be final and binding on upon the Parties and there parties. The cost of such accounting firms shall be no right of appeal therefrom. The final net working capital (the "Closing Net Working Capital") shall be (i) the Net Working Capital agreed upon shared equally by the Parties or as determined by Buyer and the Audit Firm in the event of a Dispute Notice, or (ii) the Net Working Capital on the Closing Date Balance Sheet as prepared by Buyer in the event there is no Dispute NoticeSeller.

Adjustments to Closing Date Balance Sheet. Sellers' Representative shall Purchaser will have 30 45 days from the date of submission delivery of the Closing Date Balance Sheet to review the Closing Date Balance Sheet. The Sheet and the Closing Date Balance Sheet, as delivered to Sellers' Representative, will be deemed conclusive and binding on the Parties and will be deemed to reflect the agreed upon Net Working Capital as of the Closing Date upon which the adjustment to the Purchase Price set forth in Section 2A(c) below will be based, unless, within the thirty (30) day period following submission of the Closing Date Balance Sheet to Sellers' Representative, Sellers' Representative notifies Buyer in writing thatStatement. If, in the Sellers' Representative's Purchaser’s reasonable judgment, the Closing Date Balance Sheet was and the Closing Net Working Capital Statement were not prepared in accordance with Section 2A(a) (3.01, Purchaser will have the "Dispute Notice"). The Dispute Notice shall identify each proposed adjustment right to suggest adjustments to the Closing Date Balance Sheet, stating with reasonable specificity the reasons for any disagreement Sheet and the amounts in disputeClosing Net Working Capital Statement within such 45-day period. However, Sellers' Representative shall Purchaser may not dispute any amounts reflected on the Closing Date Balance Sheet unless Sellers' Representative can demonstrate and the Closing Net Working Capital Statement except on the basis that the Closing Date Balance Sheet was and the Closing Net Working Capital Statement were not prepared in accordance with GAAP AAP applied on a basis consistent basis with Section 3.01. Purchaser will notify Sellers in writing of each disputed item, specifying the preparation of amount thereof in dispute, within the Most Recent Balance Sheet. During the 3045-day review period following Sellers' Representative's delivery set forth in this Section 3.03. Within 45 days of the Dispute Notice to Buyerany notice of a disputed item by Purchaser, Buyer Purchaser and Sellers' Representative shall Sellers will use their best efforts Best Efforts to resolve and agree upon any such proposed adjustments set forth in the Dispute Noticeadjustments. If, after a period of 30 days following Sellers' Representative's delivery the date on which notice of the Dispute Notice to Buyerany proposed adjustment is given, any adjustment still remains disputed, then Sellers and Purchaser will engage by mutual agreement an internationally recognized accounting firm to resolve any remaining disputes (ithe “CPA Firm”). The decision of the CPA Firm will be final and binding on the parties. The scope of the CPA Firm’s engagement (which shall not be an audit) Sellers or Buyer, as the case may be, immediately shall pay be limited to the other Party resolution of the amountitems contained in the notice of dispute, and the recalculation, if any, not subject to of the dispute and (ii) Sellers' Representative and Buyer will submit the disputed items for determination to Ernst & Young LLP, or if Ernst & Young LLP is not available, to KPMG LLP, or if KPMG LLP is not available and Buyer and Sellers' Representative are unable to agree upon the selection of an Audit Firm within five (5) business days after expiration Closing Net Working Capital in light of such 30-day periodresolution, the Audit Firm and such firm shall be appointed by the AAA (the "Audit Firm")deemed to be acting as experts and not as arbitrators. Such submission shall be accompanied by a statement from each In its review of the Buyer and the Sellers' Representative setting forth the proposed calculation by each such party of the items in dispute (each, a "Last Offer") and may propose the procedures to be followed by the Audit Firm in resolving the dispute. Buyer and Sellers' Representative will use reasonable efforts to cause the Audit Firm to render its decision as soon as practicable thereafter (but in no event later than thirty (30) days after the submission to the Audit Firm of the notice of disagreement and Last Offers), including without limitation by promptly complying with all reasonable requests by the Audit Firm for information, books, records and similar items. The Audit Firm shall establish such procedures as give due regard to the intention of Sellers' Representative and Buyer to resolve disputes as quickly, efficiently and inexpensively as practicable, which procedures may be, but not need be, those proposed by either Sellers' Representative or Buyer. The Audit Firm will make a determination as to which of the Last Offers presented to it is, in the aggregate, more accurate, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Audit Firm (but in no event later than 30 days thereafter), (C) made in accordance with GAAP applied on a consistent basis with the preparation of the Most Recent Closing Date Balance Sheet and otherwise in accordance with this Agreementthe Closing Net Working Capital Statement, and (D) conclusive and binding upon the Parties hereto. Nothing herein CPA Firm will be construed limited, as to authorize or permit each item in dispute, to resolving such item either in favor of the Audit Firm to determine any question or matter whatsoever under Sellers or in connection with this Agreement, except as set forth in favor of the immediately preceding sentencePurchaser. The fees and expenses of the Audit CPA Firm with respect will be allocated between Purchaser, on the one hand, and the Sellers, on the other, so that the Purchaser’s share of such fees and expenses shall be equal to the dispute referred percentage of the disputed amount that is unsuccessfully disputed by the Purchaser, and the Seller’s share of such fees and expenses shall be equal to the percentage of the disputed amount that is unsuccessfully disputed by the Sellers, in each case as finally determined by the CPA Firm. For purposes of complying with the terms set forth in this Section 2A(b) will be paid by the Party whose Last Offer is not selected by the Audit Firm hereunder. No Party will disclose 3.03, each party shall cooperate with and make available to the Audit Firmother party and its representatives all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the Audit Firm will not consider for any purpose, any settlement discussions or settlement offer (other than the Last Offer) made by any Party. Upon final resolution of all disputed issues, the Audit Firm shall issue a report showing the calculation preparation and analysis of the Final Net Working Capital as Statement and the resolution of the Closing Date based on its determinations pursuant to this Section Section 2A(b)any disputes thereunder. The resolution of the dispute by the Audit Firm “Final Net Working Capital Statement” shall be final and binding on deemed to be the Parties and there shall be no right of appeal therefrom. The final net working capital (the "Closing Net Working Capital") shall be (i) the Closing Net Working Capital agreed upon by Statement if Purchaser does not notify Sellers of any disputed items within the Parties or as determined by the Audit Firm in the event of a Dispute Notice45-day review period specified above, or (ii) if Purchaser does notify Sellers of any disputed items within the 45-day review period specified above, the Closing Net Working Capital on Statement, as adjusted by either (A) the Closing Date Balance Sheet as prepared by Buyer in agreement of the event there is no Dispute Noticeparties or (B) the CPA Firm.

Adjustments to Closing Date Balance Sheet. Sellers' Representative (a) Seller and its accountants shall have 30 days from the date of submission of the Closing Date Balance Sheet to review the Closing Date Balance Sheet. The Closing Date Balance Sheet, as delivered to Sellers' Representative, will be deemed conclusive and binding on the Parties and will be deemed to reflect the agreed upon Net Working Capital as of the Closing Date upon which the adjustment to the Purchase Price set forth in Section 2A(c) below will be based, unless, within the thirty (30) day period following submission of the Closing Date Balance Sheet to Sellers' Representative, Sellers' Representative notifies Buyer in writing that, in the Sellers' Representative's reasonable judgment, the Closing Date Balance Sheet was not prepared in accordance with Section 2A(a) (the "Dispute Notice"). The Dispute Notice shall identify each proposed adjustment to the Closing Date Balance Sheet, stating with reasonable specificity the reasons for any disagreement and the amounts in dispute. However, Sellers' Representative shall not dispute any amounts reflected on the Closing Date Balance Sheet unless Sellers' Representative can demonstrate that the Closing Date Balance Sheet was not prepared in accordance with GAAP applied on a consistent basis with the preparation of the Most Recent Balance Sheet. During the 30-day period following Sellers' Representative's delivery of the Dispute Notice to Buyer, Buyer and Sellers' Representative shall use their best efforts to resolve and agree upon any proposed adjustments set forth in the Dispute Notice. If, after a period of 30 days following Sellers' Representative's delivery of the Dispute Notice to Buyer, any adjustment still remains disputed, then (i) Sellers or Buyer, as the case may be, immediately shall pay to the other Party the amount, if any, not subject to the dispute and (ii) Sellers' Representative and Buyer will submit the disputed items for determination to Ernst & Young LLP, or if Ernst & Young LLP is not available, to KPMG LLP, or if KPMG LLP is not available and Buyer and Sellers' Representative are unable to agree upon the selection of an Audit Firm within five (5) business days after expiration of such 30-day period, the Audit Firm shall be appointed by the AAA (the "Audit Firm"). Such submission shall be accompanied by a statement from each of the Buyer and the Sellers' Representative setting forth the proposed calculation by each such party of the items in dispute (each, a "Last Offer") and may propose the procedures to be followed by the Audit Firm in resolving the dispute. Buyer and Sellers' Representative will use reasonable efforts to cause the Audit Firm to render its decision as soon as practicable thereafter (but in no event later than thirty (30) days after the submission delivery of the Closing Working Capital Statement and Section 481 Inventory Adjustment to review the Closing Working Capital and Section 481 Inventory Adjustment. In reviewing the Closing Working Capital Statement and Section 481 Inventory Adjustment (and response to the Audit Firm Objection by Purchaser, if applicable), Seller and its accountants shall have reasonable access to the work papers of Purchaser and its accountants (subject to the reviewing parties executing any necessary waivers or indemnifications required by Purchaser’s accountants) as well as the accountants, finance personnel and other books and records of Purchaser relevant to the review of the notice Closing Working Capital Statement and Section 481 Inventory Adjustment. If Seller reasonably determines that the Closing Working Capital Statement and/or the Section 481 Inventory Adjustment have not been prepared in the manner set forth in Section 3.01 of disagreement and Last Offersthe Disclosure Letter for the Closing Working Capital Statement or Section 8.06(k) for the Section 481 Inventory Adjustment, Seller shall inform Purchaser in writing (an “Objection”), including without limitation by promptly complying setting forth a specific description of the basis of the Objection and the adjustments to the amount of the Closing Working Capital or change in the Section 481 Inventory Adjustment that Seller believes should be made, which Objection must be delivered to Purchaser on or before the last day of such 30-day period. Purchaser shall then have thirty (30) days to review and respond to the Objection. The parties shall attempt in good faith to reach an agreement with respect to any matters in dispute. If the parties are unable to resolve all reasonable requests of their disagreements with respect to the determination of the foregoing items within thirty (30) days following the delivery of Purchaser’s response to the Objection, they shall refer their remaining differences to a nationally recognized independent public accounting firm as mutually agreed to by the Audit Firm for information, books, records and similar items. The Audit Firm shall establish such procedures as give due regard to parties (the intention of Sellers' Representative and Buyer to resolve disputes as quickly, efficiently and inexpensively as practicable“CPA Firm”), which procedures may beshall, but acting as experts and not need beas arbitrators, those proposed by either Sellers' Representative or Buyer. The Audit Firm will make a determination as to which of the Last Offers presented to it is, in the aggregate, more accurate, which determination will be (A) in writing, (B) furnished to each of the parties hereto as promptly as practicable after the items in dispute have been referred to the Audit Firm (but in no event later than 30 days thereafter), (C) made in accordance with GAAP applied on a consistent basis with the preparation of the Most Recent Balance Sheet and otherwise determine in accordance with this Agreement, and only with respect to the remaining differences so submitted, whether and to what extent, if any, the Closing Working Capital or change in the Section 481 Inventory Adjustment requires adjustment. Each party shall submit to the CPA Firm its position with respect to the adjustments to the amount of the Closing Working Capital and/or the change in the Section 481 Inventory Adjustment, as applicable. The parties shall direct the CPA Firm to use its best efforts to render its determination within thirty (D30) days after such submission. The CPA Firm’s determination shall be conclusive and binding upon Purchaser and Seller. Seller shall pay a portion of the Parties heretofees and disbursements of the CPA Firm equal to 100% multiplied by a fraction the numerator of which is the dollar amount of the Objections submitted to the CPA Firm that are resolved in favor of Purchaser (that being the difference between the CPA Firm’s determination and Seller’s determination) and the denominator of which is the total amount of Objections submitted to the CPA Firm (that being the sum total by which Purchaser’s determination and Seller’s determination differ from the determination of the CPA Firm). Nothing herein will be construed Purchaser shall pay that portion of the fees and disbursements of the CPA Firm that Seller is not required to authorize pay hereunder. Purchaser and Seller shall make readily available to the CPA Firm all relevant books and records and any work papers (including those of the parties’ respective accountants (subject to the CPA Firm executing any such waivers or permit indemnifications required by the Audit Firm parties’ accountants)) relating to determine any question or matter whatsoever under or in connection with this Agreement, except as set forth in the immediately preceding sentenceClosing Working Capital Statement and all other items reasonably requested by the CPA Firm. The fees and expenses of the Audit Firm with respect to the dispute referred to in this Section 2A(b) will be paid by the Party whose Last Offer is not selected by the Audit Firm hereunder. No Party will disclose to the Audit Firm, and the Audit Firm will not consider for any purpose, any settlement discussions or settlement offer (other than the Last Offer) made by any Party. Upon final resolution of all disputed issues, the Audit Firm shall issue a report showing the calculation of the Net “Final Working Capital as of the Closing Date based on its determinations pursuant to this Section Section 2A(b). The resolution of the dispute by the Audit Firm Statement” shall be final and binding on the Parties and there shall be no right of appeal therefrom. The final net working capital (the "Closing Net Working Capital") shall deemed to be (i) the Net Closing Working Capital agreed upon Statement if no Objection is delivered by Seller with respect thereto during the Parties or as determined by the Audit Firm in the event of a Dispute Noticethirty-day period specified above, or (ii) if an Objection is delivered by Seller with respect thereto within the Net 30-day period following delivery of the Closing Balance Sheet by Purchaser to Seller, the Closing Working Capital on Statement, as adjusted by either (A) the agreement of the parties or (B) the CPA Firm; and the “Final Section 481 Inventory Adjustment” shall be deemed to be (i) the Section 481 Inventory Adjustment as determined by Purchaser if no Objection is delivered by Seller with respect thereto during the thirty-day period specified above, or (ii) if an Objection is delivered by Seller with respect thereto within the 30-day period following delivery of the Closing Date Balance Sheet by Purchaser to Seller, the Section 481 Inventory Adjustment, as prepared adjusted by Buyer in either (A) the event there is no Dispute Noticeagreement of the parties or (B) the CPA Firm.