Common use of Closing Audit Clause in Contracts

Closing Audit. Within 120 days following the Closing Date, Ernst & Young LLP shall prepare and deliver to the Seller and Buyer an audit of the balance sheet of the Company (the "AUDITED CLOSING BALANCE SHEET") at and as of the Closing Date. The cost to prepare the Audited Closing Balance Sheet shall be borne by Buyer. In the event that either Buyer or Seller disputes any item(s) on the Audited Closing Balance Sheet within ten days after such party's receipt thereof, the parties agree that another "Big Five" accounting firm acceptable to Buyer and Seller (the "INDEPENDENT ACCOUNTANTS") will review the disputed item(s) on the Audited Closing Balance Sheet. In conducting such review, the Independent Accountants shall be given access to the workpapers of Ernst & Young, LLP and Buyer shall make available on a reasonable basis those employees and representatives (including employees of Ernst & Young, LLP) who participated in the preparation of the Audited Closing Balance Sheet and the determination of Net Working Capital of Mercer contained therein. The final determination of such disputed item(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet and shall be final and binding on the parties for all purposes and all references to "Audited Closing Balance Sheet" elsewhere in this Agreement shall be deemed to refer to the Audited Closing Balance Sheet as modified by the Independent Accountants. The cost of retaining the Independent Accountants shall be borne by the disputing party; provided however, that the non-disputing party shall reimburse the disputing party for 50% of the cost of the Independent Accountants in the event that such review results in an increase (if Seller is the disputing party) or decrease (if Buyer is the disputing party) of more than $25,000 in the Net Working Capital of Mercer as reflected on the Audited Closing Balance Sheet audited by Ernst & Young LLP.

Closing Audit. Within 120 ninety (90) days following the Closing Date, Ernst & Young LLP Xxxxxx Xxxxxxxx, L.L.P. ("Xxxxxx Xxxxxxxx") shall prepare and deliver to the Seller and the Buyer an audit of the balance sheet Net Working Capital of the Company Imperial (the "AUDITED CLOSING BALANCE SHEETAudited Statement of Net Working Capital") at and as of the close of business on the Closing Date. The Audited Statement of Net Working Capital shall be determined in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements. The cost to prepare the Audited Closing Balance Sheet Statement of Net Working Capital shall be borne equally by Buyerthe Buyer and the Seller; provided, however, that in the event that Xxxxxx Xxxxxxxx audits more than the Net Working Capital of Imperial, the Seller's portion of the costs of such audit of the Net Working Capital of Imperial shall be limited to 50% of Xxxxxx Xxxxxxxx'x determination of its fees and expenses allocable to the completion of the audit, preparation and delivery of the Audited Statement of Net Working Capital. In the event that either the Buyer or the Seller disputes any item(s) on the Audited Closing Balance Sheet Statement of Net Working Capital within ten (10) days after such partyParty's receipt thereof, and the parties Parties are unable to resolve such dispute among themselves within thirty (30) days following their receipt of the Audited Statement of Net Working Capital, the Parties agree that another "Big Five" accounting firm acceptable to the Buyer and the Seller (the "INDEPENDENT ACCOUNTANTSIndependent Accountant") will review the disputed item(s) on the Audited Closing Balance Sheet. In conducting such review, the Independent Accountants shall be given access to the workpapers of Ernst & Young, LLP and Buyer shall make available on a reasonable basis those employees and representatives (including employees of Ernst & Young, LLP) who participated in the preparation of the Audited Closing Balance Sheet and the determination Statement of Net Working Capital together with the documentation provided by the Buyer and the Seller supporting their respective positions in the dispute, which referral shall be made to such Independent Accountant not more than ten (10) days following the expiration of Mercer contained thereinthe said thirty (30) day period. The final determination of such disputed item(s) by the Independent Accountants Accountant shall be made within sixty (60) days following the Parties' referral thereof to the Independent Accountant, which determination shall be reflected on the Audited Closing Balance Sheet Statement of Net Working Capital and shall be final and binding on the parties Parties for all purposes and all references to "Audited Closing Balance SheetStatement of Net Working Capital" elsewhere in this Agreement shall be deemed to refer to the Audited Closing Balance Sheet Statement of Net Working Capital as modified by the Independent AccountantsAccountant. The cost fees and expenses of retaining the Independent Accountants Accountant shall be borne allocated between the Buyer and the Seller by the disputing party; provided Independent Accountant in proportion to the extent that, on a dollar-weighted basis, either Party did not prevail on items in dispute, provided, however, that such fees and expenses shall not include, so long as a Party complies with the non-disputing party shall reimburse procedures of this Section 2(f), the disputing party for 50% of the cost of other Party's outside legal, accounting or other fees. All determinations by the Independent Accountants in Accountant shall be final, conclusive and binding upon the event that such review results in an increase (if Seller is Parties with respect to the disputing party) or decrease (if Buyer is the disputing party) Audited Statement of more than $25,000 in the Net Working Capital and the allocation of Mercer as reflected on the Audited Closing Balance Sheet audited by Ernst & Young LLPfees and expenses.

Closing Audit. Within 120 ninety (90) days following the Closing Date, Ernst & Young LLP shall Arthxx Xxxexxxx, X.L.P. ("ARTHXX XXXEXXXX") xhall prepare and deliver to the Seller and the Buyer an audit of the balance sheet Net Working Capital of the Company Imperial (the "AUDITED CLOSING BALANCE SHEETSTATEMENT OF NET WORKING CAPITAL") at and as of the close of business on the Closing Date. The Audited Statement of Net Working Capital shall be determined in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements. The cost to prepare the Audited Closing Balance Sheet Statement of Net Working Capital shall be borne equally by Buyerthe Buyer and the Seller; provided, however, that in the event that Arthxx Xxxexxxx xxxits more than the Net Working Capital of Imperial, the Seller's portion of the costs of such audit of the Net Working Capital of Imperial shall be limited to 50% of Arthxx Xxxxxxxx'x xxxermination of its fees and expenses allocable to the completion of the audit, preparation and delivery of the Audited Statement of Net Working Capital. In the event that either the Buyer or the Seller disputes any item(s) on the Audited Closing Balance Sheet Statement of Net Working Capital within ten (10) days after such partyParty's receipt thereof, and the parties Parties are unable to resolve such dispute among themselves within thirty (30) days following their receipt of the Audited Statement of Net Working Capital, the Parties agree that another "Big Five" accounting firm acceptable to the Buyer and the Seller (the "INDEPENDENT ACCOUNTANTSACCOUNTANT") will review the disputed item(s) on the Audited Closing Balance Sheet. In conducting such review, the Independent Accountants shall be given access to the workpapers of Ernst & Young, LLP and Buyer shall make available on a reasonable basis those employees and representatives (including employees of Ernst & Young, LLP) who participated in the preparation of the Audited Closing Balance Sheet and the determination Statement of Net Working Capital together with the documentation provided by the Buyer and the Seller supporting their respective positions in the dispute, which referral shall be made to such Independent Accountant not more than ten (10) days following the expiration of Mercer contained thereinthe said thirty (30) day period. The final determination of such disputed item(s) by the Independent Accountants Accountant shall be made within sixty (60) days following the Parties' referral thereof to the Independent Accountant, which determination shall be reflected on the Audited Closing Balance Sheet Statement of Net Working Capital and shall be final and binding on the parties Parties for all purposes and all references to "Audited Closing Balance SheetStatement of Net Working Capital" elsewhere in this Agreement shall be deemed to refer to the Audited Closing Balance Sheet Statement of Net Working Capital as modified by the Independent AccountantsAccountant. The cost fees and expenses of retaining the Independent Accountants Accountant shall be borne allocated between the Buyer and the Seller by the disputing party; provided Independent Accountant in proportion to the extent that, on a dollar-weighted basis, either Party did not prevail on items in dispute, provided, however, that such fees and expenses shall not include, so long as a Party complies with the non-disputing party shall reimburse procedures of this Section 2(f), the disputing party for 50% of the cost of other Party's outside legal, accounting or other fees. All determinations by the Independent Accountants in Accountant shall be final, conclusive and binding upon the event that such review results in an increase (if Seller is Parties with respect to the disputing party) or decrease (if Buyer is the disputing party) Audited Statement of more than $25,000 in the Net Working Capital and the allocation of Mercer as reflected on the Audited Closing Balance Sheet audited by Ernst & Young LLPfees and expenses.

Closing Audit. Within 120 Promptly after the Inventory Closing but in any event within ninety (90) days following after the Closing Date, Ernst & Young LLP the Seller shall prepare and deliver to the Seller and Buyer an audit of the balance sheet of the Company a final inventory statement (the "AUDITED CLOSING BALANCE SHEETFinal Inventory Statement") at certified by its chief financial officer setting forth an itemization and the determination of the value, pursuant to the Inventory Valuation Methodology, of the Purchased Inventory as of the Closing Date. The cost to prepare the Audited Closing Balance Sheet shall be borne by Buyer. In the event that either Buyer or Seller disputes any item(s) on the Audited Closing Balance Sheet within ten days after such party's receipt thereof, the parties agree that another "Big Five" accounting firm acceptable to Buyer and Seller Date (the "INDEPENDENT ACCOUNTANTSFinal Inventory Purchase Price"). The Buyer shall have thirty (30) will review days after delivery of the disputed item(s) on Final Inventory Statement within which to approve or object in writing to the Audited Closing Balance SheetFinal Inventory Statement. In conducting such reviewDuring that 30-day period, the Independent Accountants shall be given Buyer and its accountants may review all the Seller's records, working papers, and calculations relating to the Final Inventory Statement and calculation of the Final Inventory Purchase Price and have such access to the workpapers Seller's personnel as may be reasonably necessary to review in detail the manner in which the Final Inventory Statement was prepared. If the Buyer objects in writing to the Final Inventory Purchase Price specified in the Final Inventory Statement, the Seller will take the objections into account and deliver a revised Final Inventory Statement to the Buyer within seven (7) days after receipt of Ernst the Buyer's objection. In that event, the Buyer shall have fifteen (15) business days within which to approve or object in writing to the revised Final Inventory Statement. If the Buyer and the Seller do not agree on the Final Inventory Purchase Price after following these procedures, any party may submit the dispute to Deloitte & YoungTouche, LLP or any other firm of nationally recognized independent certified public accountants approved by the Buyer and Buyer the Seller and not currently employed by any party hereto, who shall review the Final Inventory Statement and make available on a reasonable basis those employees and representatives (including employees of Ernst & Young, LLP) who participated in the preparation determination of the Audited Closing Balance Sheet Final Inventory Purchase Price without any obligation to accept the positions taken by the Seller or the Buyer, provided that such final determination may not fall outside the range bounded by the valuations originally asserted, if any, by the Buyer and the determination of Net Working Capital of Mercer contained thereinCompany. The final determination of such disputed item(s) by the Independent Accountants firm shall be reflected on the Audited Closing Balance Sheet based upon definitions and provisions contained herein, shall be in writing, and shall be final and binding on the parties for all purposes parties; such firm's fee and all references to "Audited Closing Balance Sheet" elsewhere in this Agreement costs shall be deemed to refer to the Audited Closing Balance Sheet as modified shared equally by the Independent Accountants. The cost of retaining Buyer and the Independent Accountants shall be borne by the disputing party; provided however, that the non-disputing party shall reimburse the disputing party for 50% of the cost of the Independent Accountants in the event that such review results in an increase (if Seller is the disputing party) or decrease (if Buyer is the disputing party) of more than $25,000 in the Net Working Capital of Mercer as reflected on the Audited Closing Balance Sheet audited by Ernst & Young LLPSeller.

Closing Audit. Within 120 days following the Closing Date, Ernst & Young LLP there shall prepare be delivered to Buyer and deliver to the Seller and Buyer Sellers an audit of the balance sheet of the Company Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") at ). In connection therewith, AA shall make available to Buyer and as the Seller's all the customary and non-proprietary work papers of AA utilized in connection with the preparation of the Audited Closing Balance Sheet. The Preliminary Closing Balance Sheet shall be audited by AA in accordance with GAAP. AA shall also determine and review the Company's results (a) for the fiscal year ended September 30, 1998, for (b) the period from September 30, 1998 through the Effective Date, and AA will review the methodology and procedures utilized to determine the Company's fiscal 1999 budget to ensure that it is consistent with fiscal 1998 expenditures and GAAP. The cost to prepare of preparing the Audited Closing Balance Sheet shall be borne paid by the Buyer. In the event that either Buyer the Sellers dispute any items or Seller disputes any item(s) on assumptions or methodologies regarding the Audited Closing Balance Sheet within ten thirty (30) days after such partythe Sellers' receipt thereof and access to AA's receipt thereofworking papers, the parties agree that another shall jointly select and retain an independent "Big Five" accounting firm acceptable to Buyer and Seller (the "INDEPENDENT ACCOUNTANTS") will to review the disputed item(smatter(s) on the Audited Closing Balance Sheet. In conducting such review, the Independent Accountants shall be given access to the workpapers of Ernst & Young, LLP and Buyer shall make available on a reasonable basis those employees and representatives (including employees of Ernst & Young, LLP) who participated in the preparation of the Audited Closing Balance Sheet and the determination of Net Working Capital of Mercer contained therein. The final determination of such disputed item(smatter(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet and Sheet, which shall be final and binding on the parties for all purposes and all references to "Audited Closing Balance Sheet" elsewhere in this Agreement shall be deemed to refer to the Audited Closing Balance Sheet as modified by the Independent Accountantspurposes. The cost of retaining the Independent Accountants shall be borne by the disputing party; provided howeverSellers, except that the non-disputing party Company shall reimburse the disputing party Sellers for 50% of one-half the cost of the Independent Accountants in the event that such review results in an at least a $100,000 increase (if Seller is the disputing party) or decrease (if Buyer is the disputing party) of more than $25,000 in the Company's Net Working Capital of Mercer Worth as reflected on the Audited Closing Balance Sheet audited prepared by Ernst & Young LLPAA. In determining Net Worth as of September 30, 1998, (i) all accruals on the Preliminary Closing Balance Sheet for commissions, accounts payables or other accrued liabilities shall be adjusted upward or downward based on actual payments of such commissions, accounts payable and accrued liabilities during the period following September 30, 1998 through the completion of the audit and (ii) any accounts receivable of the Company as of September 30, 1998 not collected in full by the Company as of the completion of such audit in excess of the allowance for doubtful accounts on the Preliminary Closing Balance Sheet shall be deducted from the Audited Closing Balance Sheet.

Closing Audit. Within 120 days following the Closing Date, Ernst & Young LLP there shall prepare be delivered to Buyer and deliver to the Seller and Buyer Sellers an audit of the balance sheet of the Company Preliminary Closing Balance Sheet (the "AUDITED CLOSING BALANCE SHEET") at and as of the ). The Preliminary Closing DateBalance Sheet shall be audited by AA in accordance with GAAP. The cost to prepare of preparing the Audited Closing Balance Sheet shall be borne paid by Buyer. In the event that either Buyer or Seller the Sellers disputes any item(s) on items or assumptions or methodologies regarding the Audited Closing Balance Sheet within ten (10) business days after such party's the Sellers' receipt thereof, the parties agree that another shall jointly select and retain an independent "Big FiveSix" accounting firm acceptable to Buyer and Seller (the "INDEPENDENT ACCOUNTANTS") will to review the disputed item(smatter(s) on the Audited Closing Balance Sheet. In conducting such review, the Independent Accountants shall be given access to the workpapers of Ernst & Young, LLP and Buyer shall make available on a reasonable basis those employees and representatives (including employees of Ernst & Young, LLP) who participated in the preparation of the Audited Closing Balance Sheet and the determination of Net Working Capital of Mercer contained therein. The final determination of such disputed item(smatter(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet and Sheet, which shall be final and binding on the parties for all purposes and all references to "Audited Closing Balance Sheet" elsewhere in this Agreement shall be deemed to refer to the Audited Closing Balance Sheet as modified by the Independent Accountantspurposes. The cost of retaining the Independent Accountants shall be borne by the disputing party; provided howeverSellers, except that the non-disputing party Companies shall reimburse the disputing party Sellers for 50% of one-half the cost of the Independent Accountants in the event that such review results in an at least a $100,000 increase (if Seller is the disputing party) or decrease (if Buyer is the disputing party) of more than $25,000 in the Companies' Net Working Capital of Mercer Worth as reflected on the Audited Closing Balance Sheet audited prepared by Ernst & Young LLPAA. Notwithstanding the foregoing, in determining the Companies' Net Worth, both the determination of Net Worth and intercompany balances shall be conducted on a combined basis across both Companies (i.e., the combined balances must equal $0, not the individual balances for each of Island and ITR).

Closing Audit. Within 120 days Pentair shall cause to be completed an audit of the Net Equity of the Federal Division as follows: (a) Promptly following the Closing Date, Ernst & Young LLP Pentair shall prepare and deliver cause Deloitte & Touche, LLP, its independent certified public accountants, ("Pentair's Accountants") to the Seller and Buyer an audit a statement of net equity of the balance sheet of the Company (the "AUDITED CLOSING BALANCE SHEET") at and Federal Division as of the Closing Date. The cost to prepare the Audited Closing Balance Sheet shall be borne by Buyer. In the event that either Buyer or Seller disputes any item(s) on the Audited Closing Balance Sheet within ten days after such party's receipt thereof, the parties agree that another "Big Five" accounting firm acceptable to Buyer and Seller Date (the "INDEPENDENT ACCOUNTANTSClosing Date Net Equity Statement"). In connection with the audit of the Closing Date Net Equity Statement, Representatives of Pentair's Accountants acting for Pentair have observed the physical inventory of the Federal Division on September 27, 1997. Buyer reviewed the inventory observation plan and participated in the observation of the Federal Division physical inventory by Pentair's Accountants. The Company shall reconcile the activity occurring from the September 27, 1997 physical inventory to the Closing Date in accordance with the Federal Division's normal practice and financial records. For purposes of the Closing Date Net Equity Statement, inventory will be valued in accordance with Exhibit E. (b) The Closing Date Net Equity Statement shall be prepared in accordance with GAAP, but also as GAAP is modified and superseded by the instructions set forth in Exhibit E hereto. The final draft of (i) the Closing Date Net Equity Statement, (ii) a calculation of Net Equity based on the Closing Date Net Equity Statement setting forth in reasonable detail the computation of the adjustment to the Purchase Price in accordance with Section 2.7, and (iii) the report, including the opinion, of Pentair's Accountants in form attached as Exhibit F, shall be delivered to the Buyer and its counsel for review as soon as reasonably possible but in any event no later than 60 days after the Closing Date. (c) In connection with the preparation of the Closing Date Net Equity Statement, Buyer and the Company shall afford Pentair and its Representatives reasonable access to the Books and Records, Personnel and facilities of the Federal Division to permit it to prepare, and Pentair's Accountants to audit, the Closing Date Net Equity Statement. Buyer shall also cooperate with Pentair to request that the persons who were officers and employees of the Federal Division prior to the Closing, sign and deliver to Pentair's Accountants a standard representation statement relating to the Closing Date Net Equity Statement. The parties agree with respect to the foregoing sentence that (i) such officers and employees shall have the right to review such Books and Records and workpapers prepared by Pentair and Pentair's Accountants as reasonably necessary to enable such officers and employees to sign the standard representation letter, and (ii) the standard representation letter shall not be used and shall have no value as evidence in the event the Referral Firm is required to make a determination under Section 2.6(d) hereof. The Buyer and Buyer's independent certified public accountants ("Buyer's Accountants") will shall have the right (i) immediately upon the deliveries described in Section 2.6(b), to obtain copies and to review the disputed item(swork papers of Pentair's Accountants underlying or utilized in preparing the Closing Date Net Equity Statement and the calculation of Net Equity, including without limitation the trial balance, all adjustments and all other underlying books, records, and other relevant documents and memoranda of the Company, Pentair and FCH (as to Pentair and FCH to the extent reasonably necessary for Buyer's review), and (ii) on the Audited Closing Balance Sheet. In conducting to utilize Personnel of FCH or Pentair for purposes of such review, each of (i) and (ii) immediately above as reasonably necessary to verify the Independent Accountants shall be given access to accuracy and fairness in conformity with GAAP as modified and superseded by the workpapers instructions set forth in Exhibit E hereto of Ernst & Young, LLP the presentation of the Closing Date Net Equity Statement and calculation of Net Equity. Buyer shall make available on a reasonable basis those employees and representatives to Pentair (including employees upon request following the giving of Ernst & Young, LLPobjections to the Closing Date Net Equity Statement) who participated its workpapers generated in the preparation connection with its review of the Audited Closing Balance Sheet Date Net Equity Statement. (d) Within 30 days after its receipt of the final draft of the Closing Date Net Equity Statement, Buyer shall either inform Pentair in writing that the Closing Date Net Equity Statement is acceptable or object thereto in writing, setting forth a specific description of each of its objections. If the Buyer so objects, any such objection that the Buyer and Pentair cannot resolve within 30 days from the date Buyer notifies the Seller of any such objection shall be referred to the Referral Firm for final determination, which final determination of Net Working Capital of Mercer contained thereinshall be made by the Referral Firm on or before 30 days after referral. The final determination of such disputed item(s) the adjustments to the Closing Date Net Equity Statement and the calculation of Net Equity made by the Independent Accountants Referral Firm shall be reflected on conclusive and binding upon the Audited Closing Balance Sheet Buyer, Pentair and FCH. In resolving any disputed item, the Referral Firm (i) shall be final bound by the provisions of this Section 2.6 and binding on (ii) may not assign a value to any item greater than the parties greatest value claimed for all purposes such item by either Buyer or Pentair or less than the smallest value for such item claimed by either Party. (e) If by agreement of the Buyer and all references the Seller or by determination pursuant to "Audited Section 2.6(d), any amount shown in the Closing Balance Sheet" elsewhere Date Net Equity Statement or calculation of Net Equity is determined to be inaccurate or not authorized by application of GAAP as modified and superseded by the instructions set forth in this Agreement Exhibit E hereto, such inaccurate amount or unauthorized presentation or treatment shall be deemed to refer to corrected and the Audited correct amount, presentation or treatment shall be inserted in lieu thereof. The Closing Balance Sheet Date Net Equity Statement, including the calculation of Net Equity, as modified so corrected or, as accepted if undisputed by Buyer (within the Independent period set forth in Section 2.6(d)), shall constitute the "Final Closing Date Net Equity Statement" and "Final Net Equity" for purposes of this Agreement. (f) The Buyer shall pay the fees and disbursements of the Buyer's Accountants. Pentair shall pay the fees and disbursements of Pentair's Accountants. The cost fees and disbursements, if any, of retaining the Independent Accountants Referral Firm shall be borne paid one-half by the disputing party; provided however, that Buyer and one-half by the non-disputing party shall reimburse the disputing party for 50% of the cost of the Independent Accountants in the event that such review results in an increase (if Seller is the disputing party) or decrease (if Buyer is the disputing party) of more than $25,000 in the Net Working Capital of Mercer as reflected on the Audited Closing Balance Sheet audited by Ernst & Young LLPSeller.

Closing Audit. Within 120 days following the Closing Date, Ernst & Young LLP there shall prepare be delivered to Buyer and deliver to the Seller and Buyer an audit of the balance sheet of the Company (the "AUDITED CLOSING BALANCE SHEETFINANCIAL STATEMENTS") of the Transferred Business (as same relates to the Transferred Business and the Purchased Assets) and the balance sheet for the Transferred Business at and as of February 28, 1998 (for purposes of the Net Worth and adjustment to the Purchase Price set forth in Section 2.11) and at and as of the Closing Date and the statements of income and cash flows for the Transferred Business for the stub period of January 1, 1998 through and including the day prior to the Closing Date. The Audited Closing Financial Statements shall also include (i) a report by Arthxx Xxxexxxx, XXP ("AA"), on the allocation assumptions and methodologies ("ALLOCATION METHODOLOGIES") pursuant to which the Transferred Business, the Purchased Assets and the liabilities assumed by Buyer, on the one hand, and the Retained Business, the Excluded Assets and the Excluded Liabilities, on the other hand, were bifurcated and transferred by Seller and/or its Affiliates to Buyer or retained by Seller (as applicable) and (ii) a statement and quantification by AA, indicating whether the bifurcation of the Transferred and Retained Businesses and its Allocation Methodologies were appropriate and consistent with Allocation Methodologies which AA would have utilized to bifurcate the Transferred and Retained Businesses in accordance with GAAP. The Audited Closing Financial Statements shall be prepared by AA in accordance with GAAP. The cost to prepare of preparing the Audited Closing Balance Sheet Financial Statements shall be borne paid by Buyer. In the event that either Buyer or Seller within ten (10) business days after Seller's receipt thereof disputes any item(s) on items or assumptions or methodologies regarding the Audited Closing Balance Sheet within ten days after such party's receipt thereofFinancial Statements to the extent that same relates to the Net Worth of the Transferred Business as of February 28, 1998 and/or the Allocation Methodologies, the parties agree that another shall jointly select and retain an independent "Big FiveSix" accounting firm acceptable to Buyer and Seller (the "INDEPENDENT ACCOUNTANTS") will to review the disputed item(smatter(s) on the Audited Closing Balance SheetFinancial Statements. In conducting such review, If the Independent Accountants Accountant determines that competing Allocation Methodologies of Seller and AA are both permissible under GAAP, then the Independent Accountant shall be given access to determine which of such methodologies is most appropriate under the workpapers of Ernst & Young, LLP and Buyer shall make available on a reasonable basis those employees and representatives (including employees of Ernst & Young, LLP) who participated in the preparation of the Audited Closing Balance Sheet and the determination of Net Working Capital of Mercer contained thereincircumstances. The final determination of such disputed item(smatter(s) by the Independent Accountants shall be reflected on the Audited Closing Balance Sheet Financial Statements and shall be final and binding on the parties for all purposes and all references to "Audited Closing Balance Sheet" elsewhere in this Agreement shall be deemed to refer to the Audited Closing Balance Sheet as modified by the Independent Accountantspurposes. The cost of retaining the Independent Accountants shall be borne by the disputing party; provided howeverSeller, except that the non-disputing party Buyer shall reimburse the disputing party Seller for 50% of one-half the cost of the Independent Accountants in the event that such review results in an at least a $100,000 increase (if Seller is the disputing party) or decrease (if Buyer is the disputing party) of more than $25,000 in the Net Working Capital Worth of Mercer the Transferred Business as reflected on the Audited Closing Balance Sheet audited Financial Statements prepared by Ernst & Young LLPArthxx Xxxexxxx, XXP. (a) FEBRUARY 28 NET WORTH. The Purchase Price will be adjusted upward or downward (as appropriate), on a dollar-for-dollar basis, by the amount (if any) that the Net Worth as of February 28, 1998 as reflected in the Audited Closing Financial Statements is greater or less than (as appropriate) negative $3,600,000.