Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. As soon as reasonably practicable following the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation).

Closing Balance Sheet. As soon as reasonably practicable (a) Within thirty (30) days following the Closing Date, and in any event within one hundred thirty days (130) days thereafterClosing, the Sellers and Company shall prepare cause to be prepared and deliver delivered to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated Buyer an unaudited balance sheet of the Company as of the close of business on Closing Date (the date immediately prior to “Closing Balance Sheet”). The Company and Sellers shall cause the Closing DateBalance Sheet to be prepared in accordance with GAAP consistent with and using the same accounting principles, policies and methods as in the audited financial statements described in Section 3.17 with contract estimates at completion (iii“EACs”) and estimates to complete (“ETCs”) determined on a calculation basis consistent with the method used for determination of the "Company’s audited financial statements. Sellers shall bear the cost of preparing the Closing Balance Sheet. If the Tangible Net Working Capital Amount", which shall equal Worth of the Net Working Capital Amount Company as of the Closing Date as reflected on the Closing Balance Sheet minus Sheet, taking into account payment of the Target Company Pre-Closing Liabilities, is less than $80,000, then the Escrow Deposit shall be reduced on a dollar for dollar basis to the extent of any such deficiency. The amount by which the Tangible Net Working Capital Amount (including Worth of the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding Company as of the close Closing Date is less than $80,000 taking into account payment of business on the date immediately Company Pre-Closing Liabilities, is hereafter referred to as the “Balance Sheet Adjustment.” The amount of any Balance Sheet Adjustment shall be deducted from the Escrow Deposit and paid to Buyer within two (2) days following determination of the “Final Closing Balance Sheet” (as defined in Section 2.3(b)), prior to release of the Closing Date minus any such Indebtedness to be paid at any time prior Escrow Deposit to the Closing or that will Sellers. The remainder of the Escrow Deposit shall thereafter promptly be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior Escrow Agent to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, Sellers in accordance with the terms of the Retention Bonuses had such Retention Bonuses Escrow Agreement. To the extent that Buyer decides not been "rolled over" into to pay off the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to DCAA liability as the "Actual Retention Bonuses"described in Section 2.2(a)(iii), (vi) a statement of the actual then such amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and on a basis consistent with the preparation deemed paid off for purposes of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review determining the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of the Closing Net Working Capital Amount, the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, and the Net Interim Period Adjustment Amount (and the elements of such calculation)hereunder.

Closing Balance Sheet. As soon as reasonably practicable following On or before 15 business days after the Closing Date, and in any event within one hundred thirty days (130) days thereafter, the Company Selling Shareholders shall prepare and deliver to Seller (i) Buyer a consolidated balance sheet of the Included Subsidiaries as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) a consolidated projected balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Trial Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention BonusesBalance Sheet"), (vi) a statement which balance sheet shall be based on the pro forma balance sheet of the actual amount Company as of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) June 30, 1998 (the "Actual Sales BonusesJune 30 Balance Sheet"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared previously delivered to Buyer by the Salt Union Limited's actuary in the U.K. consistent with its prior practice Company and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forthattached hereto as Exhibit A, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance with GAAP and U.S. generally accepted accounting principles ("GAAP") applied on a basis consistent with those applied in the preparation of the Company Financial Statements Audited Balance Sheets (as defined in Section 5.6 hereof, except as specified for the elimination of the assets and liabilities being transferred pursuant to Section 4.14 and the absence of footnotes, and shall be presented in a form consistent with the definition requirements of Interim Period EBITDA)this Agreement. In order for Seller to review the The Trial Closing Balance Sheet shall be prepared at the Company's cost and calculate expense. Following the Closing Net Working Capital AmountClosing, the Closing Indebtedness, Selling Shareholders shall cause the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Trial Closing Balance Sheet to be audited by BDO Xxxxxxx LLP ("BDO") at the Selling Shareholder's cost and expense, up to a maximum of $17,500. If the cost of such preparation exceeds $17,500 such excess shall be paid by the Buyer. Representatives of Buyer and the calculation Selling Shareholders shall be entitled to participate in and observe the audit of the Trial Closing Net Working Capital AmountBalance Sheet, at Buyer's expense, to whatever extent Buyer or the Closing Indebtedness, the Actual Retention Bonuses, the Actual Sales Bonuses Selling Shareholders may elect. The Company shall cause BDO to make available their working papers to Buyer and the Actual U.K. Funding Amount, Selling Shareholders upon request. The audited Trial Closing Balance Sheet (the "Audited Closing Balance Sheet") shall be delivered to Buyer and the Net Interim Period Adjustment Amount (and the elements of such calculation)Selling Shareholders no later than November 30, 1998.

Closing Balance Sheet. (a As soon promptly as reasonably practicable following practicable, but no later than 60 days, after the Closing Date, Buyer will cause to be prepared and in any event within one hundred thirty days (130) days thereafter, the Company shall prepare and deliver delivered to Seller (i) a consolidated the combined balance sheet of the Included Subsidiaries Reseller Network as of the close of business on the date immediately prior to the Closing Date (the "Closing Balance Sheet"), (ii) and a consolidated balance sheet of the Company as of the close of business certificate based on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the such Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a setting forth Buyer's calculation of the amount Closing Net Liabilities Assumed. Buyer will, and will request its independent accountants to, make available to Seller copies of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, all customary accounting workpapers in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses their respective possession that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall be prepared in accordance connection with GAAP and on a basis consistent with the preparation of the Company Financial Statements (except as specified in the definition of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (and the elements of such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses and the Actual U.K. Funding Amount, the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to the preparation of the Closing Balance Sheet and the calculation of Closing Net Liabilities Assumed. As used herein, "Closing Net Liabilities Assumed" means the net liabilities of Reseller Network as of the close of business on the Closing Net Working Capital AmountDate, which net liabilities shall be calculated based on the Closing IndebtednessBalance Sheet and in the manner set forth in Schedule 2.04. The Closing Balance Sheet shall (x) fairly present the combined financial position of Reseller Network as at the close of business on the Closing Date in accordance with generally accepted accounting principles applied on a basis consistent with those used in the preparation of the Balance Sheet, (y) include line items (including the Actual Retention Bonusesconstituent components thereof) consistent with those in the Balance Sheet and (z) be subject to adjustment as set forth on Schedule 2.04. The Closing Balance Sheet (i) shall not reflect any accruals for the disposal of leases of real property, for severance payments or obligations made or incurred pursuant to agreements or arrangements disclosed in Schedule 3.09(k) of the Actual Sales Bonuses Seller Disclosure Letter or otherwise approved by Buyer, or for obligations with respect to the Indemnity Agreement with ITT Hartford referred to in the letter agreement dated February 9, 1996 between Seller, Pacific OnLine Computers, Inc., Jeffrey Tietzer and the Actual U.K. Funding Amount, Elizabeth Tietzer and the Net Interim Period Adjustment Amount (and the elements of such calculation)ii) shall not refxxxx xxx xxxxxves wxxx xxxxxxx xx xxseller loans.

Closing Balance Sheet. Prior to the Closing the parties shall review the financial records of the Company to determine the amount of the 2005 Tax Distribution. Buyer acknowledges that any financial information provided by the Company or Shareholders in connection with such determination will reflect the Company's best estimate of its accounts as of the date thereof. As soon as reasonably practicable following after the Closing Date (but not later than 90 days after the Closing Date), Buyer will prepare, and in any event within one hundred thirty days cause a recognized firm of independent accountants (130the "Auditors") days thereafterto audit and report upon, the Company shall prepare and deliver to Seller (i) a consolidated balance sheet of the Included Subsidiaries as of Company at the close of business on the date immediately prior Closing Date. Such balance sheet shall be referred to the Closing Date (herein as the "Closing Balance Sheet"), (ii) a consolidated balance sheet of the Company as of the close of business on the date immediately prior to the Closing Date, (iii) a calculation of the "Closing Net Working Capital Amount", which shall equal the Net Working Capital Amount as reflected on the Closing Balance Sheet minus the Target Net Working Capital Amount (including the line item components thereof, together with reasonable back-up information providing the basis for such balance sheet and calculations), (iv) the amount of outstanding Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid by Seller at the Closing plus any Indebtedness incurred on the Closing Date that remains outstanding immediately after the Closing (the "Closing Indebtedness") which Closing Indebtedness shall include the actual amount of the U.K. Loans and the Esterhazy Loan immediately prior to the Closing, (including the components thereof, together with reasonable back up information); (v) a calculation of the amount of Retention Bonuses that would have been paid by the Acquired Companies to the Employees, in accordance with the terms of the Retention Bonuses had such Retention Bonuses not been "rolled over" into the Senior Executive Plan plus the amount of the Retention Bonuses that were not rolled-over into the Senior Executive Plan (such sum being referred to as the "Actual Retention Bonuses"), (vi) a statement of the actual amount of the sales bonuses set forth on Section 3.16(a)(iii) of the Seller Disclosure Letter that would have been paid to the Employees in accordance with the terms of such Sales Bonuses had such Sales Bonuses not been "rolled over" into the Senior Executive Plan or that were payable (and not paid by Seller prior to Closing) (the "Actual Sales Bonuses"), (vii) a calculation of the funding level of the U.K. Plan, at Closing, and the Actual U.K. Funding Amount as prepared by the Salt Union Limited's actuary in the U.K. consistent with its prior practice and (viii) a calculation of the Net Interim Period Adjustment Amount (which calculation shall set forth, for the Interim Period and the Offset Period, if any, a calculation of the Interim Period EBITDA generated, a calculation of the Interim Period Capital Expenditures actually spent during the Interim Period, a calculation of the Interim Period Interest Adjustment Amount, a calculation of the Interim Period Taxes and a calculation of the Interim Period Adjustment Amounts). The Closing Balance Sheet, the Interim Period EBITDA, and the Interim Period Capital Expenditures shall Sheet will be prepared in accordance with GAAP and on a basis generally accepted accounting principles consistent with the accounting policies, practices and assumptions utilized by the Company in the preparation of its Stub Financials. Shareholders will provide the Company Financial Statements (except and the Auditors with such assistance as specified may be reasonably necessary in connection with the definition preparation and audit of Interim Period EBITDA). In order for Seller to review the Closing Balance Sheet and calculate and, in general, will cooperate with the Closing Net Working Capital Amount, the Closing Indebtedness, the Net Interim Period Adjustment Amount (Company and the elements of Auditors in facilitating such calculation) and to review the calculation of the Actual Retention Bonuses, the Actual Sales Bonuses audit and the Actual U.K. Funding Amount, Buyer shall consult with the Company will provide to Seller and Seller's accountants prompt and full access to the personnel, accountants and books and records of the Acquired Companies (and shall provide copies of the applicable portions of such books and records as may be reasonably requested), to the extent reasonably related to Shareholders during the preparation of the Closing Balance Sheet and shall allow the calculation Shareholders to observe the physical inventory taken in connection therewith. Immediately after the audit of the Closing Net Working Capital AmountBalance Sheet has been completed, the Buyer will cause the Auditors to determine the proper amount of the 2005 Tax Distribution. The Auditor's determination of the 2005 Tax Distribution at the Closing IndebtednessDate shall be delivered to the Shareholders no later than 90 days after the Closing Date (the "2005 Tax Distribution Statement"). During the 25-day period following the Shareholders' receipt of the 2005 Tax Distribution Statement, the Actual Retention BonusesShareholders' accountants will be permitted to review the audit working papers of the Auditors relating to the Closing Balance Sheet and will have access to the Company's personnel as may be reasonably necessary in connection therewith and, in general, the Actual Sales Bonuses Buyer will cooperate with the Shareholders and their accountants in facilitating such review. The 2005 Tax Distribution Statement shall become final and binding upon the parties on the twenty-fifth day following the Shareholders' receipt thereof unless a Shareholder gives written notice of disagreement as to the 2005 Tax Distribution Statement ("Notice of Disagreement") to the Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement. If a Notice of Disagreement is received in a timely manner, the 2005 Tax Distribution Statement, as it may be amended pursuant to clauses (x) and (y) below, shall become final and binding upon the parties on the earlier of (x) the date the parties resolve all differences they have with respect to any matter specified in the Notice of Disagreement and (y) the date all disputed matters are finally resolved by the Arbitrators or Third Arbitrator (as such terms are defined below). The 2005 Tax Distribution Statement that becomes final and binding on the parties in accordance with the terms of this Section is referred to herein as the "Final Statement". During the 15-day period following the delivery of any Notice of Disagreement, the parties shall attempt in good faith to resolve any differences which they may have. If, at the end of such 15-day period, the parties have not reached agreement on such matters, either the Shareholders or the Buyer shall submit the matters which remain in dispute to the arbitrators (the "Arbitrators"), for review and resolution. The Arbitrators shall be two persons or entities, one of which shall be selected by the Buyer and one of which shall be selected by the Shareholders. If within 20 days of receipt by the Arbitrators of the matters which remain in dispute, the Arbitrators have failed to resolve such matters, the Arbitrators shall mutually agree upon a third person or entity with offices in metropolitan New York (the "Third Arbitrator") to review and resolve the disputed matters. The decision of the Third Arbitrator with respect to all disputed matters shall be final and binding on the parties. The fees of each Arbitrator shall be borne by the party selecting such person or entity. The fees of the Third Arbitrator, if any, shall be borne fifty percent by the Buyer and fifty percent by the Shareholders. The fees of the Auditors incurred in connection with the audit of the Closing Balance Sheet and the Actual U.K. Funding Amountpreparation of the 2005 Tax Distribution Statement and in any arbitration shall be borne by the Company, and the Net Interim Period Adjustment Amount (fees of the Shareholders' accountants incurred in connection with their review of the Closing Balance Sheet and the elements 2005 Tax Distribution Statement and in any arbitration shall be borne by the Shareholders. If the amount of such calculation)the 2005 Tax Distribution reflected on the Final Statement is greater than the amount of the 2005 Tax Distribution as tentatively determined in accordance with Section 6.3, the excess shall be paid to the Shareholders by the Company pro-rata in proportion to their Shares held immediately before the Closing Date within thirty days of the determination of the Final Statement. If the amount of the 2005 Tax Distribution reflected on the Final Statement is less than the 2005 Tax Distribution as tentatively determined in accordance with Section 6.3, the Shareholders, other than Jorge Peragallo who shall be liable only for any excessive amount of xxx 0000 Xxx Xxstribution received by him, shall be jointly and severally liable to the Company for the shortfall which shall be paid by the Shareholders to the Company within ten days of the determination of the Final Statement.