CALCULATION OF STOCKHOLDERS EQUITY. The consolidated stockholders equity of Xxxxxxx Xxxxxxx at Closing shall be as determined in accordance with generally accepted accounting principles less any Shareholders' Expenses (as defined in Section 12.2), including any prepayment fees and penalties paid in connection with the discharge of the Debt, payable by the Shareholders at the Closing ("Stockholders Equity"). The parties agree that such Stockholders Equity calculation shall not include the net income effect of the forgiveness of the Shareholder Notes in connection with the Redemption.
CALCULATION OF STOCKHOLDERS EQUITY. On the Closing Date, the Shareholders shall deliver to WHI a balance sheet of Axis as of the Closing Date and a preliminary statement based thereon (the "Preliminary Settlement Statement") setting forth their good faith estimate of the amount of Stockholders Equity, which shall be the basis for any adjustment under SECTION 2.6(a). If at any time thereafter (but not later than 30 days after issuance of the audited statements of WHI for the year ended December 31, 1997), WHI believes in good faith that the Preliminary Settlement Statement did not accurately describe the amount of the Stockholders Equity and WHI reasonably believes in good faith that the accurate amount of Stockholders Equity is less than $2,400,000, then WHI may deliver to the Shareholders a statement (the "Adjustment Proposal") setting forth in detail its proposed adjustments to Stockholders Equity. Such statement shall be prepared in good faith and shall set forth all positive and negative adjustments of which WHI is aware. WHI shall provide the Shareholders with full access to all assets, records and work papers necessary to compute and verify the accuracy of the Adjustment Proposal. This Adjustment Proposal as delivered to the Shareholders shall be final for purposes of this Agreement unless, within sixty (60) days after delivery to the Shareholders, they shall deliver to WHI a notice setting forth in detail their disagreement with the Adjustment Proposal ("Dispute Notice"). After delivery of a Dispute Notice, WHI and the Shareholders shall promptly negotiate in good faith with respect to the subject of the Dispute Notice, and if they are unable to reach an agreement within fifteen (15) days after receipt by WHI of the Dispute Notice, the dispute (but only such disputed items) shall be submitted to the Independent Auditor. The Independent Auditor shall not have authority to redetermine any matter except those which are in dispute. The Independent Auditor shall be directed to issue a final and binding decision within sixty (60) days of submission of the Dispute Notice, as to the issues of disagreement referred to in the Dispute Notice and not resolved by the parties. The Adjustment Proposal, as so adjusted by agreement or by the Independent Auditor (if required) shall be final and binding on the parties.
