Common use of Closing Calculation Clause in Contracts

Closing Calculation. (i) Buyer shall be entitled to full access to the relevant records and working papers prepared by or for Seller, and to Seller's employees involved in such preparation, to aid in its review of the calculation of the Closing NAV set forth on the Closing Statement. If Buyer believes that the Closing NAV calculation (hereinafter the "Closing Calculation") has not been properly calculated in accordance with the calculation methodologies set forth in this Section 1.4, it shall, within thirty (30) days after receipt of the Closing Calculation, give written notice (the "Buyer's Objection") to Seller, setting forth the basis of the Buyer's Objection in reasonable detail and, to the extent practicable, the adjustments to the Closing Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval of the Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer gives Seller notice of any such proposed change, any such proposed change still remains disputed, then:

Closing Calculation. (i) After delivery of the Closing Statement, ------------------- Buyer shall be entitled to full access to the relevant books and records and working papers prepared by or for Seller, and Seller to Seller's employees involved in such preparation, the extent required to aid in its review of the calculation of the Closing NAV Adjustment set forth on the Closing Statement. If Buyer believes that the Closing NAV Adjustment calculation (hereinafter the "Closing Calculation") has ------------------- not been properly calculated in accordance with the calculation methodologies set forth in this Section 1.43.3, it shall, within thirty (30) days after receipt of the Closing Calculation, give written notice (the "Buyer's Objection") to Seller, --------- setting forth the basis of the Buyer's Objection its belief in reasonable detail and, to the extent practicable, and the adjustments to the Closing Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval of the Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the any proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer gives Seller notice of delivers the Objection, there remains any such proposed change, any such proposed change still remains disputeddispute as to the Closing Calculation, then:, the Palo Alto office of Ernst & Young or another major accounting firm jointly selected by Seller and Buyer and with no ties to either Buyer or Seller (the "Neutral Accounting Firm"), shall be engaged ----------------------- to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine only those issues still in dispute. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 3.3, shall be made within thirty (30) days following the date on which the dispute is submitted, shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusive. The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer.

Closing Calculation. (i) Buyer BFC shall be entitled to full access to the ------------------- relevant records and working papers prepared by or for Seller, and to Seller's employees involved in such preparation, Buyer to aid in its review of the calculation of the Closing NAV Inventory set forth on the Closing Statement. If Buyer BFC believes that the Closing NAV Inventory calculation (hereinafter the "Closing Calculation") has not been properly calculated in accordance with ------------------- the calculation methodologies set forth in this Section 1.42.2, it shall, within thirty (30) days after receipt of the Closing Calculation, give written notice (the "Buyer's Objection") to SellerBuyer, setting forth the basis of the Buyer's Objection its belief in reasonable --------- detail and, and to the extent practicable, practicable the adjustments to the Closing Calculation which Buyer BFC believes should be made. Failure to so notify Seller within such thirty (30) day period Buyer shall constitute acceptance and approval of the Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller Buyer agrees that any change proposed by Buyer BFC is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the any proposed change is disputed by SellerBuyer, then Seller BFC and Buyer shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer gives Seller notice of BFC delivers the Objection, there remains any such proposed change, any such proposed change still remains disputeddispute as to the Closing Calculation, then:, the New York City office of Ernst & Young or another major accounting firm jointly selected by BFC and Buyer and with no ties to either Buyer or BFC (the "Neutral Accounting Firm"), shall be engaged to resolve any remaining disputes. ----------------------- The Neutral Accounting Firm shall act as an arbitrator to determine only those issues still in dispute. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 2.2, shall be made within thirty (30) days following the date on which the dispute is submitted, shall be set forth in a written statement delivered to BFC and Buyer, and shall be final, binding and conclusive. The fees and any expenses of the Neutral Accounting Firm shall be shared equally by BFC and Buyer.

Closing Calculation. (i) Buyer shall be entitled to full access to the relevant records and working papers prepared by or for Seller, and to Seller's employees involved in such preparation, to aid in its review of the calculation of the Closing NAV set forth on the Closing Statement. If Buyer believes that the Closing NAV calculation (hereinafter the "Closing Calculation") has not ------------------- been properly calculated in accordance with the calculation methodologies set forth in this Section 1.4, it shall, within thirty (30) days after receipt of the Closing Calculation, give written notice (the "Buyer's Objection") to Seller, setting forth the basis ---------------------- of the Buyer's Objection in reasonable detail and, to the extent practicable, the adjustments to the Closing Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval of the Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer gives Seller notice of any such proposed change, any such proposed change still remains disputed, then:

Closing Calculation. (1) Seller shall engage at its own expense PricewaterhouseCoopers LLP to perform the following agreed upon procedures with respect to the computation of the Closing NAV as soon as practicable after the Closing Date: (i) review supporting documentation for the adjustments made to the amounts contained in the Books and Records of the Business as of the Closing Date for purposes of computing the Closing NAV in accordance with Section 2.3, to determine that such adjustments were computed consistent with the adjustments used to compute the Base NAV included in SCHEDULE 2.3(C); (ii) verify the mathematical accuracy of the computation of the Closing NAV; and (iii) provide an agreed-upon procedures report addressed to both Seller and Buyer describing the procedures performed and the results of those procedures. Buyer shall be entitled engage at its own expense PricewaterhouseCoopers LLP to full access to the relevant records and working papers prepared by or for Seller, and to review Seller's employees involved Closing Statement. If Buyer believes, after consultation with PricewaterhouseCoopers LLP, in such preparation, to aid in its review of the calculation of good faith that the Closing NAV set forth on the Seller's Closing Statement. If Buyer believes that the Closing NAV calculation (hereinafter the "Closing Calculation") Statement has not been properly calculated in accordance with the calculation methodologies set forth in this Section 1.42.3, it shall, within thirty (30) days after receipt of the Seller's Closing CalculationStatement, give written notice (the "Buyer's ObjectionBUYER'S OBJECTION") to Seller, setting forth the basis of the each Buyer's Objection objection in reasonable detail and, to the extent practicable, the adjustments to the Seller's Closing Calculation Statement which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of the Seller's Closing CalculationStatement. There If any proposed change set forth in Buyer's Objection is not accepted by Seller, then Seller shall be no adjustment to the Closing Calculation unless the cumulative amount within fifteen (15) days after receipt of Buyer's Objection equals or exceeds one million dollars give written notice to Buyer of Seller's objection to such change ($1,000,000.00"SELLER'S OBJECTION"). Failure to so notify Buyer within such fifteen (15) day period shall constitute acceptance and provided that approval by Seller of Buyer's Objection. Seller's Closing Statement, as adjusted for any individual item of adjustment contained matter included in Buyer's Objection which that is less than fifty thousand dollars ($50,000.00) shall be excluded not disputed in its entirety. If Seller agrees that any change proposed by Buyer is appropriateSeller's Objection, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have conclusively accepted by Seller and approved Buyer, except in respect of those matters still in dispute in accordance herewith. For a period of thirty (30) days after Seller's Objection (the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller"NEGOTIATION PERIOD"), then Seller and Buyer shall negotiate in good faith to resolve such dispute any remaining disputes as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer gives Seller notice of any such proposed changeNegotiation Period, any such proposed change disputes still remains disputedremain unresolved, then:

Closing Calculation. (i) Buyer Seller shall be entitled to full reasonable access to the relevant records and working papers prepared by or for Seller, and to Seller's employees involved in such preparation, to aid in its review of Buyer specifically for the calculation of the Closing NAV set forth on the Working Capital to aid Seller's review of Buyer's Closing Statement. If Buyer Seller believes that the Closing NAV calculation (hereinafter the "Working Capital set forth on Buyer's Closing Calculation") Statement has not been properly calculated in accordance with the calculation methodologies set forth in this Section 1.42.3, it shall, within thirty (30) days after receipt of the Buyer's Closing CalculationStatement, give written notice (the "Buyer's ObjectionSELLER'S OBJECTION") to SellerBuyer, setting forth the basis of the BuyerSeller's Objection in reasonable detail and, to the extent practicable, objection and the adjustments to the Buyer's Closing Calculation Statement which Buyer Seller believes should be made. Failure to so notify Buyer within such thirty (30) day period shall constitute acceptance and approval by Seller of Buyer's Closing Statement. If any proposed change set forth in Seller's Objection is not accepted by Buyer, then Buyer shall within thirty (30) days after receipt of Seller's Objection give written notice to Seller of Buyer's objection to such change ("BUYER'S OBJECTION"). Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of the Closing CalculationSeller's Objection. There shall be no adjustment to the Closing Calculation unless the cumulative amount For a period of twenty (20) days after Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriatethe "NEGOTIATION PERIOD"), the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve such dispute any remaining disputes as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer gives Seller notice of any such proposed changeNegotiation Period, any such proposed change disputes still remains disputedremain unresolved, then:

Closing Calculation. (i) Buyer The Seller shall be entitled to full access to the relevant records and, upon execution and delivery of a customary accountants' access letter, working papers prepared by or for Seller, and to Seller's employees involved the Company in such preparation, to aid in connection with its review of the calculation of the Closing NAV Net Working Capital set forth on the Closing Statement. If Buyer the Seller believes that the Closing NAV Net Working Capital calculation (hereinafter the "Closing CalculationCLOSING CALCULATION") has not been properly calculated in accordance with the calculation methodologies set forth in this Section 1.4, it shall, within thirty (30) days after its receipt of the Closing Calculation, give written notice (the "Buyer's ObjectionSELLER'S OBJECTION") to Sellerthe Buyer, setting forth the basis of the BuyerSeller's Objection in reasonable detail and, to the extent practicable, and the adjustments to the Closing Calculation which Buyer the Seller believes should be made. Failure to so notify Seller the Buyer within such thirty (30) day period time frame shall constitute acceptance and approval of the Closing Calculation. There shall be no adjustment to If the Closing Calculation unless the cumulative amount of Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller Buyer agrees that any change proposed by Buyer Seller is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Sellerthe Buyer, then the Buyer and Seller and Buyer shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of thirty (30) ten business days following the date on which Buyer gives Seller notice of any such proposed changedelivers the Seller's Objection, any such adjustment to the Closing Calculation proposed change still by Seller remains disputed, then:a nationally recognized "Big Five" accounting firm not employed by any of the Seller, the Buyer or any of their affiliates and mutually acceptable to the Buyer and the Seller (the "NEUTRAL ACCOUNTING FIRM") shall be engaged by the Buyer and the Seller to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine, based solely on presentations by the Seller and the Buyer, and not by independent review, only those issues still in dispute. The Neutral Accounting Firm's determination shall be (i) based upon the provisions of this Section 1.4, (ii) made as promptly as practicable, (iii) set forth in a written statement delivered to the Seller and the Buyer, and (iv) final, binding and conclusive on the parties. The fees and expenses of the Neutral Accounting Firm shall be shared equally by the Seller and the Buyer. If a party does not comply with the procedures and time requirements contained herein or such other procedures or time requirements as the parties otherwise mutually agree upon in writing, the Neutral Accounting Firm shall render a decision based solely on the evidence it receives which was submitted in accordance with such procedures and time requirements.

Closing Calculation. (i) Buyer shall be entitled to full access to the relevant records and working papers prepared by or for Seller, and to Seller's employees involved in such preparation, to aid in its review of the calculation of the Closing NAV set forth on the Closing Statement. If Buyer believes that the Closing NAV calculation (hereinafter the "Closing Calculation") has not been ------------------- properly calculated in accordance with the calculation methodologies set forth in this Section 1.4, it shall, within thirty (30) days after receipt of the Closing Calculation, give written notice (the "Buyer's Objection") to Seller, ----------------- setting forth the basis of the Buyer's Objection in reasonable detail and, to the extent practicable, the adjustments to the Closing Calculation which Buyer believes should be made. Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval of the Closing Calculation. There shall be no adjustment to the Closing Calculation unless the cumulative amount of Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve such dispute as expeditiously as possible. If, after a period of thirty (30) days following the date on which Buyer gives Seller notice of any such proposed change, any such proposed change still remains disputed, then: