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: (ii) KPMG Peat Marwick LLP (the "Neutral Accounting Firm") shall ----------------------- be engaged to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine, based solely on presentations submitted by Seller and Buyer, and not by independent review, only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration of the thirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 1.4, 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. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

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: (ii) KPMG Peat Marwick LLP (the "Neutral Accounting Firm") shall ----------------------- be engaged to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine, based solely on presentations submitted by Seller and Buyer, and not by independent review, only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration of the thirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 1.4, 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. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

Closing Calculation. (i) Buyer The Sellers shall fully cooperate with the Buyers and its agents in the calculation of the Closing Statement and the Net Tangible Asset Value and shall provide all such information reasonably requested by or on behalf of the Buyers or their independent public accountants to prepare the Closing Statement. The Sellers 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, the Buyers or their independent public accountants to aid in its their review of the calculation of the Closing NAV Net Tangible Asset Value set forth on the Closing Statement. If Buyer believes that any of the Sellers take exception to the calculation of the Net Tangible Asset Value as reflected on the Closing NAV calculation (hereinafter the "Closing Calculation") has not been ------------------- properly calculated in accordance with the calculation methodologies set forth in this Section 1.4Statement, it such Seller shall, within thirty forty-five (3045) calendar days after receipt of the Closing CalculationStatement, give written notice (the "Buyer's “Sellers’ Objection"”) to Sellerthe Buyers, ----------------- setting forth the specific basis of the Buyer's Sellers’ Objection in reasonable detail and, to the extent practicable, the adjustments to the Closing Calculation Statement which Buyer any such Seller believes should be made. Failure to so notify Seller within such thirty (30) day period the Buyers shall constitute acceptance and approval of the Closing Calculation. There Statement by the Sellers and any items not timely disputed by the Sellers shall be no adjustment deemed to be accepted by 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 entiretySellers. If Seller agrees the Buyers agree that any change proposed by Buyer any Sellers is appropriate, the such change shall be made to the Closing CalculationStatement and shall be incorporated into the Adjusted Closing Statement (as defined below). (ii) The Buyers shall have thirty (30) calendar days after receipt of the Sellers’ Objection in which to give written notice (the “Buyers’ Objection”) to the Sellers, whereupon Buyer setting forth the basis of the Buyers’ Objection in reasonable detail and, to the extent practicable, the adjustments to the Sellers’ Objection which the Buyers believe is appropriate. Failure to so notify the Sellers shall constitute acceptance and approval of the Sellers’ Objections and any items not timely so disputed by the Buyers shall be deemed to have be accepted and approved by the Closing Calculation with respect to such change and any other non-disputed item of the Closing CalculationBuyers. 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, Within ten (10) calendar days after a period of thirty (30) days following the date on which Buyer gives Seller notice of any such proposed changethe Buyers give the Sellers the Buyers’ Objections or, any such proposed change still remains disputedin the event there is no Buyers’ Objections, then: (ii) KPMG Peat Marwick LLP (the "Neutral Accounting Firm") shall ----------------------- be engaged to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine, based solely on presentations submitted by Seller and Buyer, and not by independent review, only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration of the thirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 1.4, shall be made within thirty (30) calendar days following receipt of the date on which Sellers’ Objections, the Closing Statement, together with any changes thereto agreed to by the Buyers and the Sellers, but excluding any items that remain in dispute is submittedbetween the Buyers and the Sellers, shall be set forth incorporated by the Buyers into an adjusted Closing Statement (the “Adjusted Closing Statement”) and delivered by the Buyers to the Sellers. The Closing Statement, as finally determined, accepted, deemed accepted or agreed pursuant to this Section 2.2 shall be referred to as the “Final Closing Statement.” (iii) If the Buyers deliver the Buyers’ Objections to the Sellers, and if the Sellers and the Buyers are able, within fifteen (15) calendar days after receipt by the Sellers of the Adjusted Closing Statement, to resolve the disputed exceptions, the Adjusted Closing Statement, as modified by such items as to which the Sellers and the Buyers shall agree, shall become the Final Closing Statement for purposes of this Section 2.2. If the Buyers deliver the Buyers’ Objections to the Sellers, and if the Sellers and the Buyers are unable, within fifteen (15) calendar days after receipt by the Sellers of the Adjusted Closing Statement to resolve the disputed exceptions, such disputed exceptions will be referred to a firm of independent certified public accountants (the “Independent Accounting Firm”) mutually acceptable to the Sellers and the Buyers. The Sellers and the Buyers shall be foreclosed from presenting to the Independent Accounting Firm for consideration any item not disputed in accordance with the terms of Section 2.2(d) hereof. The Independent Accounting Firm shall determine as promptly as practicable, and in any event within sixty (60) days of its selection, the manner in which such item or items should be treated on the Final Closing Statement, provided, however, that the dollar amount of each item in dispute shall be determined within the range of dollar amounts proposed by the Sellers, on the one hand, and the Buyers, on the other hand. The Independent Accounting Firm shall determine any disputed exception in accordance with the provisions of this Section 2.2, including Section 2.2(a) and 2.2(c). The Independent Accounting Firm shall prepare and deliver, within sixty (60) days of its selection, to the Buyers and the Sellers a written statement delivered report setting forth the net change to Seller the Net Tangible Asset Value as shown in the Adjusted Closing Statement that results from its determinations regarding the resolution of such disputed items. The Adjusted Closing Statement, as modified by such determinations, shall become the Final Closing Statement for purposes of this Section 2.2. Such accounting and Buyer, and determinations by the Independent Accounting Firm shall be final, binding and conclusiveconclusive on the parties. The fees and any expenses of the Neutral Independent Accounting Firm shall be shared equally by Seller the Sellers and Buyerthe Buyers. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Independent Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

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: (ii) KPMG Peat Marwick LLP 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 FirmNEUTRAL 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 submitted by the Seller and the Buyer, and not by independent review, only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration of the thirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The Neutral Accounting Firm's determination, determination shall be (i) based upon the calculation methodologies set forth in provisions of this Section 1.4, shall be (ii) made within thirty as promptly as practicable, (30iii) days following the date on which the dispute is submitted, shall be set forth in a written statement delivered to the Seller and the Buyer, and shall be (iv) final, binding and conclusiveconclusive on the parties. The fees and any expenses of the Neutral Accounting Firm shall be shared equally by the Seller and the Buyer. In the event If a party does not comply with the procedure procedures and time requirements contained hereinherein 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 has receives which was timely filed by either of the partiessubmitted in accordance with such procedures and time requirements.

Closing Calculation. Within sixty (i60) Buyer days following the Closing Date, Purchaser shall prepare and deliver to Seller a consolidated balance sheet of NextNet and its Subsidiaries as of the Closing Date (the "POST-CLOSING BALANCE SHEET") setting forth the Closing Working Capital as of the Closing Date. The Post-Closing Balance Sheet shall be entitled to full prepared in accordance with GAAP consistently applied and applied on a basis consistent with the Financial Statements, and include an accrual for all unpaid Transaction Expenses. In connection therewith, from and after the Closing, Purchaser shall provide Seller with reasonable access to the relevant all NextNet records and working work papers prepared by or for Seller, and necessary to Seller's employees involved in such preparation, to aid in its review of compute the Closing Working Capital. The calculation of the Closing NAV set forth Working Capital as delivered to Seller shall be final and binding 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 shallParties unless, within thirty (30) days after receipt of the Closing Calculation, give written notice (the "Buyer's Objection") delivery to Seller, ----------------- setting forth the basis Seller shall deliver to Purchaser a Dispute Notice. After delivery of the Buyer's Objection in reasonable detail anda Dispute Notice, to the extent practicable, the adjustments to the Closing Calculation which Buyer believes should be made. Failure to so notify Purchaser and 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 promptly negotiate in good faith with respect to resolve such dispute as expeditiously as possible. If, after a period the subject 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: (ii) KPMG Peat Marwick LLP (the "Neutral Accounting Firm") shall ----------------------- be engaged to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine, based solely on presentations submitted by Seller and BuyerDispute Notice, and not by independent review, only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission if they are unable to the Neutral Accounting Firm reach an agreement within ten (10) days following the expiration Business Days after delivery to Purchaser of the thirty (30) day negotiation period described in Section 1.4(d)(i)Dispute Notice, the dispute shall be submitted to the Independent Auditor. The failure by either party to make a complete submission prior to the expiration of such ten (10) day period Independent Auditor shall be deemed directed to issue a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 1.4, shall be made final and binding decision within thirty (30) days following of submission of the date on which Dispute Notice, as to the dispute is submittedissues of disagreement referred to in the Dispute Notice and not resolved by the Parties. The calculation of the Closing Working Capital, as so adjusted by agreement or by the Independent Auditor (if required), shall be set forth in a written statement delivered final and binding on the Parties. "WORKING CAPITAL" shall mean the amount equal to Seller the total current assets (excluding cash and Buyer, and shall be final, binding and conclusive. The fees cash equivalents and any expenses deferred tax assets) of NextNet and its Subsidiaries less the Neutral Accounting Firm shall be shared equally by Seller total current liabilities (excluding the current portion of installment loan and Buyer. In the event any Indebtedness for Borrowed Money and Transaction Expenses) of NextNet and its Subsidiaries, calculated in accordance with GAAP consistently applied and applied on a party does not comply basis consistent with the procedure and time requirements contained hereinFinancial Statements. A sample calculation of Working Capital as of April 30, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.2006 is attached hereto as Exhibit A.

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: (ii2) KPMG Peat Marwick LLP Seller and Buyer promptly shall engage Ernst & Young or such other accounting firm mutually acceptable to Buyer and Seller (the "Neutral Accounting FirmNEUTRAL ACCOUNTING FIRM") shall ----------------------- be engaged to resolve any remaining such disputes. The Neutral Accounting Firm shall act as an arbitrator to determineand shall resolve, based solely on the basis of any presentations submitted by Seller and Buyer, and not by independent review, only those issues set forth in Buyer's Objection and Seller's Objection which are still in dispute. Each of Buyer and Seller shall have made make its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration engagement of the thirty (30) day negotiation period described in Section 1.4(d)(i)Neutral Accounting Firm. The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The parties shall instruct the Neutral Accounting Firm's determination, based upon Firm to resolve the calculation methodologies set forth remaining disputes and to determine the Closing NAV (in a manner consistent with the provisions of this Section 1.4, shall be made 2.3) within thirty (30) days following the date on which the dispute last submission from a party is submittedtimely made. The Neutral Accounting Firm shall resolve the remaining disputes and determine the Closing NAV not on the basis of an independent review, but only within the disputed ranges. Such resolution shall be set forth in a written statement delivered to Seller and Buyer, and shall be final, binding and conclusiveconclusive absent manifest error. Seller's Closing Statement, as may be adjusted following completion of the procedures set forth in this Section 2.3(d), shall be the "CLOSING STATEMENT." The fees and any expenses of the Neutral Accounting Firm shall be shared equally by Seller and Buyer. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

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: (ii) KPMG Peat Marwick LLP (the "Neutral Accounting Firm") shall ----------------------- be engaged to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine, based solely on presentations submitted by Seller and Buyer, and not by independent review, only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration of the thirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 1.4, 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. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

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: (ii) KPMG Peat Marwick LLP (the "Neutral Accounting Firm") shall be ----------------------- be engaged to resolve any remaining disputes. The Neutral Accounting Firm shall act as an arbitrator to determine, based solely on presentations submitted by Seller and Buyer, and not by independent review, only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration of the thirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 1.4, 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. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

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: (ii) KPMG Peat Marwick LLP , 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, based solely on presentations submitted by Seller and Buyer, and not by independent review, determine only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration of the thirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 1.43.3, 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. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.

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: (ii) KPMG Peat Marwick LLP , 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, based solely on presentations submitted by Seller and Buyer, and not by independent review, determine only those issues still in dispute. Each of Buyer and Seller shall have made its complete submission to the Neutral Accounting Firm within ten (10) days following the expiration of the thirty (30) day negotiation period described in Section 1.4(d)(i). The failure by either party to make a complete submission prior to the expiration of such ten (10) day period shall be deemed a waiver of such party's right to make a submission or a further submission to the Neutral Accounting Firm. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 1.42.2, 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 Seller 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 Seller BFC and Buyer. In the event a party does not comply with the procedure and time requirements contained herein, the Neutral Accounting Firm shall render a decision based solely on the evidence it has which was timely filed by either of the parties.