Common use of Closing Date Financial Statements Clause in Contracts

Closing Date Financial Statements. (a) No later than ninety (90) days after the Closing Date, the Purchaser shall cause Xxxxx BGK LLP to prepare and deliver (i) the Closing Date Financial Statements prepared in accordance with ASPE, (ii) the calculation of the Closing Indebtedness and the Closing Working Capital based on such Closing Date Financial Statements (collectively, the “Closing Calculations”). The Parties shall cooperate fully in the preparation of the Closing Calculations. The Purchaser and the Vendors shall be permitted access to the working papers of Xxxxx BGK LLP in respect of the Closing Date Financial Statements and the Closing Calculations in accordance with customary protocols regarding such access. (b) Each of the Purchaser and the Vendors may object to the Closing Calculations by written notice to the Purchaser parties, or the Vendor parties, as applicable, within thirty (30) Business Days following receipt thereof, which notice shall specify in reasonable detail those items or amounts as to which the notifying Party objects (the “Objection Notice”) and the Parties shall be deemed to have agreed upon all other items and amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice. If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors confirm in writing that they accept the Closing Calculations prior to the end of such thirty (30) Business Day period, then the Closing Calculations shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (c) If an Objection Notice is delivered in the manner and within the thirty (30) Business Day period specified in the preceding paragraph, the Parties shall in good faith attempt to resolve any matters in dispute with respect to the Closing Calculations as promptly as practicable. If the Purchaser and the Vendors are unable to resolve all such items in dispute within ten (10) Business Days after the receipt of the Objection Notice giving rise to such dispute, then those items or calculations in dispute shall be submitted for resolution within five (5) Business Days following such ten (10) Business Day period to Ernst & Young LLP, or such other independent firm of chartered accountants as the Purchaser and the Vendors may agree in writing or, failing agreement, as appointed by the court (each being the “Independent Firm”). The Independent Firm will limit its review only to the specific items or calculations in dispute (except to the extent that ASPE requires adjustments to other items as a result thereof). The Parties shall use commercially reasonable efforts to cause the Independent Firm to submit its determination or opinion in a written statement delivered to the Purchaser and the Vendors as promptly as practicable, but in no event later than thirty (30) Business Days of the appointment of such Independent Firm, and such determination or opinion, together with those items accepted by the Purchaser and the Vendors in respect of the Closing Calculations or otherwise resolved between the Purchaser and the Vendors, shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (d) For greater certainty, upon receipt of the said Objection Notice all other amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice shall be immediately considered as final, and shall be paid concurrently with any other amounts owing in accordance with Section 2.6. (e) While the Independent Firm is making its determination hereunder, the Parties shall not communicate with the Independent Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other Parties. Each of the Purchaser and the Vendors will be permitted by the Independent Firm to make a submission with respect to its position on the matters in dispute. (f) The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing, reviewing, agreeing to, objecting to, or resolving, as the case may be, the Closing Calculations, except as otherwise provided in the remainder of this paragraph. The costs of any fees and expenses of the Independent Firm and of any enforcement of the determination thereof, shall be borne by the Purchaser, on the one hand, and the Vendors, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Firm at the time the determination of such firm is rendered on the merits of the matters submitted. (g) The accounting and audit procedures provided for by this Section 2.5.2 shall be the exclusive and conclusive methodology for determination of the matters covered thereby and shall be binding upon the Parties and shall not be contested by any of them other than as provided for in this Section 2.5.2.

Closing Date Financial Statements. (a) No Promptly after the Closing Date, Strategic Partner shall instruct the management of VARTA Consumer to prepare (in accordance with the principles set forth in paragraph (b) below) and deliver to VARTA (pro forma) consolidated financial statements (comprising a balance sheet as at the Closing Date and a profit and loss account for the period from and including January 1, 2002 to the Closing Date) of the Consumer Group including the non-German subsidiaries (the "CLOSING DATE FINANCIAL STATEMENTS"). Strategic Partner shall ensure that the Closing Date Financial Statements will be delivered to VARTA by no later than ninety (90) forty-five days after the Closing Date. (b) The Closing Date Financial Statements shall be prepared in accordance with generally accepted accounting principles as applied in Germany ("GERMAN GAAP") on a basis consistent with those used in the preparation of the German GAAP audited pro-forma consolidated financial statements of the Consumer Group for the period ended as of December 31, 2001 (an unaudited copy of which is attached hereto as Section 2.6 (b) of the Purchaser Disclosure Letter - the "2001 FINANCIAL Statements"), applying the same methodology and standards as used in the 2001 Financial Statements. The Closing Date Financial Statements shall cause Xxxxx BGK LLP to prepare be prepared on a going concern basis, disregarding any actions or intentions of Strategic Partner or German Limited and deliver using the specific accounting principles described in EXHIBIT 2.6 (iB). (c) VARTA shall review the Closing Date Financial Statements as prepared and delivered by VARTA Consumer management. If VARTA believes that any item or amount contained in accordance with ASPE, (ii) the calculation of the Closing Indebtedness and the Closing Working Capital based on such Closing Date Financial Statements does not comply with the principles set out in paragraph (collectivelyb) above, VARTA may, within forty-five days after receipt of the Closing Date Financial Statements, deliver a notice of disagreement to Strategic Partner, specifying those items or amounts as to which VARTA disagrees and containing a revised version of the Closing Date Financial Statements. During a period of one month after the delivery of such notice of disagreement, the “Parties shall use all reasonable efforts, together with their respective accountants, to agree on the final Closing Calculations”Date Financial Statements and to cause KPMG to audit the Closing Date Financial Statements. (d) If the Parties, during the one month period referred to in paragraph (c) above, are unable to reach agreement on the Closing Date Financial Statements, any Party may refer the remaining differences to an internationally recognized firm of independent public accountants (the "CPA FIRM"). If the Parties cannot mutually agree upon the CPA Firm within two weeks after any Party has requested its appointment, the CPA Firm shall be appointed, upon request of any Party, by the Institute of Chartered Accountants (INSTITUT DER WIRTSCHAFTSPRUFER) in Dusseldorf. The CPA Firm shall, acting as an expert (SCHIEDSGUTACHTER) and not as an arbitrator, determine on the basis of the standards set forth in this Section 2.6, and only with respect to the remaining differences submitted to it and within the range in dispute between the Parties, whether and to what extent the Closing Date Financial Statements require adjustment. The decision of the CPA Firm shall be conclusive and binding on the Parties (within the limits set forth in Section 319 German Civil Code) and shall not be subject to any appeal. The fees and disbursements of the CPA Firm shall be borne in proportion to the Parties' success or defeat. (e) The Parties shall agree that they will, and agree to cause their respective independent accountants and each Company to, cooperate fully and assist in the preparation of the Closing Calculations. The Purchaser and the Vendors shall be permitted access to the working papers of Xxxxx BGK LLP in respect of the Closing Date Financial Statements and in the Closing Calculations in accordance with customary protocols regarding such access. (b) Each conduct of the Purchaser reviews referred to in this Section 2.6, including without limitation, the making available to each other and the Vendors may object to the Closing Calculations by written notice to the Purchaser parties, or the Vendor parties, as applicable, within thirty (30) Business Days following receipt thereof, which notice shall specify in reasonable detail those items or amounts as to which the notifying Party objects (the “Objection Notice”) and the Parties shall be deemed to have agreed upon all other items and amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice. If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors confirm in writing that they accept the Closing Calculations prior to the end of such thirty (30) Business Day period, then the Closing Calculations shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (c) If an Objection Notice is delivered in the manner and within the thirty (30) Business Day period specified in the preceding paragraph, the Parties shall in good faith attempt to resolve any matters in dispute with respect to the Closing Calculations as promptly as practicable. If the Purchaser and the Vendors are unable to resolve all such items in dispute within ten (10) Business Days after the receipt of the Objection Notice giving rise to such dispute, then those items or calculations in dispute shall be submitted for resolution within five (5) Business Days following such ten (10) Business Day period to Ernst & Young LLP, or such other independent firm of chartered accountants as the Purchaser and the Vendors may agree in writing or, failing agreement, as appointed by the court (each being the “Independent Firm”). The Independent CPA Firm will limit its review only to the specific items or calculations in dispute (except to the extent that ASPE requires adjustments to other items as a result thereof). The Parties shall use commercially reasonable efforts to cause the Independent Firm to submit its determination or opinion in a written statement delivered necessary of books, records, work papers and personnel and access, during normal working hours, to the Purchaser and the Vendors as promptly as practicable, but in no event later than thirty (30) Business Days of the appointment of such Independent Firm, and such determination or opinion, together with those items accepted by the Purchaser and the Vendors in respect of the Closing Calculations or otherwise resolved between the Purchaser and the Vendors, shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing CalculationsConsumer Group's premises. (d) For greater certainty, upon receipt of the said Objection Notice all other amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice shall be immediately considered as final, and shall be paid concurrently with any other amounts owing in accordance with Section 2.6. (e) While the Independent Firm is making its determination hereunder, the Parties shall not communicate with the Independent Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other Parties. Each of the Purchaser and the Vendors will be permitted by the Independent Firm to make a submission with respect to its position on the matters in dispute. (f) The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing, reviewing, agreeing to, objecting to, or resolving, as the case may be, the Closing Calculations, except as otherwise provided in the remainder of this paragraph. The costs of any fees and expenses of the Independent Firm and of any enforcement of the determination thereof, shall be borne by the Purchaser, on the one hand, and the Vendors, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Firm at the time the determination of such firm is rendered on the merits of the matters submitted. (g) The accounting and audit procedures provided for by this Section 2.5.2 shall be the exclusive and conclusive methodology for determination of the matters covered thereby and shall be binding upon the Parties and shall not be contested by any of them other than as provided for in this Section 2.5.2.

Closing Date Financial Statements. (a) No later than ninety The Company's accountants, Habif, Arogeti & Xxxxx, P.C., will prepare a balance sheet of the Company (90"Closing Date Balance Sheet") as of the Closing Date and a statement of income of the Company ("Closing Date Income Statement") for the period from the date of the Balance Sheet through the Closing Date (such Closing Date Balance Sheet and Closing Date Income Statement being herein referred to as the "Closing Date Financial Statements"). Buyer's accountants, BDO Xxxxxxx, LLP, will be given the opportunity to review the work papers and to consult with the Company's accountants prior to the completion of the Closing Date Financial Statements. The Closing Date Financial Statements will be delivered to Buyer within 60 days after the Closing Date. If within 30 days following such delivery of the Closing Date Financial Statements, the Purchaser shall cause Xxxxx BGK LLP Buyer has not given notice of objection to prepare and deliver (i) the Closing Date Financial Statements prepared (which notice must contain a statement of reasonable basis of objection), then (i) the Tangible Net Worth of the Company reflected in accordance with ASPEthe Closing Date Balance Sheet will be used to determine whether any adjustment should be made to the Purchase Price payable to the AD Shareholders under Section 2.2(b), and (ii) the calculation 1997 Period EBT reflected in the Closing Date Income Statement will be used to determine the amount payable to Sellers under Section 2.2(d). If Buyer gives notice of objection within such 30-day period, the issues in dispute will be submitted to KPMG Peat Marwick LLP, certified public accountants (the "Accountants"), for resolution. If the issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the fees of the Accountants for such determination. (b) If the Tangible Net Worth of the Company as of the Closing Indebtedness Date is less than $5,200,000, the difference between $5,200,000 and the Closing Working Capital based on such Closing Date Financial Statements (collectively, tangible net worth will be paid by the “Closing Calculations”). The Parties shall cooperate fully in the preparation of the Closing Calculations. The Purchaser and the Vendors shall be permitted access AD Shareholders to the working papers of Xxxxx BGK LLP in respect Company on the tenth business day following the final determination of the Closing Date Financial Statements and the Closing Calculations in accordance with customary protocols regarding such access. (b) Each of the Purchaser and the Vendors may object to the Closing Calculations by written notice to the Purchaser parties, or the Vendor parties, as applicable, within thirty (30) Business Days following receipt thereof, which notice shall specify in reasonable detail those items or amounts as to which the notifying Party objects (the “Objection Notice”) and the Parties shall be deemed to have agreed upon all other items and amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice. If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors confirm in writing that they accept the Closing Calculations prior to the end of such thirty (30) Business Day period, then the Closing Calculations shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (c) If an Objection Notice is delivered in the manner and within the thirty (30) Business Day period specified in the preceding paragraph, the Parties shall in good faith attempt to resolve any matters in dispute with respect to the Closing Calculations as promptly as practicable. If the Purchaser and the Vendors are unable to resolve all such items in dispute within ten (10) Business Days after the receipt of the Objection Notice giving rise to such dispute, then those items or calculations in dispute shall be submitted for resolution within five (5) Business Days following such ten (10) Business Day period to Ernst & Young LLP, or such other independent firm of chartered accountants as the Purchaser and the Vendors may agree in writing or, failing agreement, as appointed by the court (each being the “Independent Firm”). The Independent Firm will limit its review only to the specific items or calculations in dispute (except to the extent that ASPE requires adjustments to other items as a result thereof). The Parties shall use commercially reasonable efforts to cause the Independent Firm to submit its determination or opinion in a written statement delivered to the Purchaser and the Vendors as promptly as practicable, but in no event later than thirty (30) Business Days of the appointment of such Independent Firm, and such determination or opinion, together with those items accepted by the Purchaser and the Vendors in respect of the Closing Calculations or otherwise resolved between the Purchaser and the Vendors, shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (d) For greater certainty, upon receipt of the said Objection Notice all other amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice shall be immediately considered as final, and shall be paid concurrently with any other amounts owing in accordance with Section 2.6. (e) While the Independent Firm is making its determination hereunder, the Parties shall not communicate with the Independent Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other PartiesStatements. Each of the Purchaser and the Vendors AD Shareholder will be permitted by the Independent Firm obligated to make a submission with respect to its position pay his or her percentage as set forth on the matters in dispute. (f) The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing, reviewing, agreeing to, objecting to, or resolving, as the case may be, the Closing Calculations, except as otherwise provided in the remainder of this paragraph. The costs of any fees and expenses of the Independent Firm and of any enforcement of the determination thereof, shall be borne by the Purchaser, on the one hand, and the Vendors, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Firm at the time the determination of such firm is rendered on the merits of the matters submitted. (g) The accounting and audit procedures provided for by this Section 2.5.2 shall be the exclusive and conclusive methodology for determination of the matters covered thereby and shall be binding upon the Parties and shall not be contested by any of them other than as provided for in this Section 2.5.2.SCHEDULE A.

Closing Date Financial Statements. As promptly as practicable after the Closing Date (a) No but in no event later than ninety forty five days (9045) days after the Closing Date), the Purchaser shall cause Xxxxx BGK LLP to Sellers will prepare and deliver (i) the balance sheet of the Companies and their subsidiaries as of the Closing Date Financial Statements prepared in accordance with ASPEwhich shall fairly present the financial position of the Companies and their subsidiaries as of the Closing Date (the "Balance Sheet"), (ii) the calculation results of operations of the Closing Indebtedness Companies and their subsidiaries for the period January 1, 1997 through the Closing Working Capital based on such Closing Date Financial Statements Date, in each case in accordance with U.S. generally accepted accounting principles, (collectivelyiii) a complete and accurate list of inventory, the “Closing Calculations”). The Parties shall cooperate fully in the preparation by product line, of the Closing Calculations. The Purchaser each Company and the Vendors shall be permitted access to the working papers of Xxxxx BGK LLP in respect their subsidiaries as of the Closing Date Financial Statements and (iv) a certificate setting forth the amount of the Balance Sheet Adjustment and the Closing Calculations calculation thereof in accordance with customary protocols regarding such access. reasonable detail (b) Each of the Purchaser "Certificate"). Buyers and their representatives shall have a right to review the Balance Sheet and the Vendors may object to the Closing Calculations by written notice to the Purchaser parties, or the Vendor parties, as applicable, within Certificate. Within thirty (30) Business Days following receipt thereofdays after the delivery of the Balance Sheet and the Certificate, which notice shall specify Buyers may notify Sellers of any objections or changes thereto, specifying in reasonable detail those items any such objections or amounts as to which the notifying Party objects (the “Objection Notice”) and the Parties shall be deemed to have agreed upon all other items and amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Noticechanges. If Buyers have no Objection Notice is made within objections or changes to the period and in Balance Sheet or the manner specified in the preceding sentenceCertificate, or if Sellers and Buyers agree on the Purchaser and the Vendors confirm in writing that they accept the Closing Calculations prior to the end resolution of such thirty (30) Business Day periodall objections or changes, then the Closing Calculations such Balance Sheet and Certificate, with such changes as are agreed upon, shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal binding, and shall constitute be referred to as the final Closing Calculations. (c) "Final Balance Sheet" and "Final Certificate", respectively. If Sellers and Buyers shall fail to reach an Objection Notice is delivered in the manner and within the thirty (30) Business Day period specified in the preceding paragraph, the Parties shall in good faith attempt to resolve any matters in dispute agreement with respect to the Closing Calculations as promptly as practicable. If the Purchaser and the Vendors are unable to resolve all such items in dispute within objections or changes, then all disputed objections or changes shall, not later than ten (10) Business Days days after the receipt one of the Objection Notice giving rise parties affirmatively terminates discussions in writing with respect to such disputeobjections or changes, then those items or calculations in dispute shall be submitted for resolution within five (5) Business Days following such ten (10) Business Day period to Ernst & Young LLP, or such other independent firm of chartered accountants as the Purchaser and the Vendors may agree in writing or, failing agreement, as appointed by the court (each being the “Independent Firm”). The Independent Firm will limit its review only to the specific items or calculations in dispute (except to the extent that ASPE requires adjustments to other items as a result thereof)Independent Auditor. The Parties Buyers and Sellers shall use commercially reasonable efforts to cause the Independent Firm Auditor, within twenty five (25) days of its appointment, to submit use its determination or opinion best judgment in a written statement delivered resolving the disputes submitted to it. The Balance Sheet and/or Certificate, as adjusted pursuant to the Purchaser and the Vendors as promptly as practicable, but in no event later than thirty (30) Business Days of the appointment of such Independent Firm, and such determination or opinion, together with those items accepted by the Purchaser and the Vendors in respect of the Closing Calculations or otherwise resolved between the Purchaser and the Vendors, preceding sentence shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (d) For greater certainty, upon receipt of the said Objection Notice all other amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice shall be immediately considered as final, and shall be paid concurrently with any other amounts owing in accordance with Section 2.6. (e) While referred to as the "Final Balance Sheet" and the "Final Certificate". In the event that the Independent Firm is making its determination hereunderAuditor resolves all disputes presented to it in the manner proposed by one of the parties, the Parties shall not communicate with the Independent Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other Parties. Each of the Purchaser and the Vendors will be permitted by the Independent Firm to make a submission with respect to its position on the matters in dispute. (f) The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing, reviewing, agreeing to, objecting to, or resolving, as the case may be, the Closing Calculations, except as otherwise provided in the remainder of this paragraph. The costs of any fees and expenses of the Independent Firm Auditor relating to the resolution of such dispute shall be paid by the other Party. In all other events, the fees and of any enforcement expenses of the determination thereof, Independent Auditor shall be borne by shared in the Purchasersame proportion that the Buyers' position, on the one hand, and the VendorsSellers' position, on the other handother, in inverse proportion as they may prevail on the matters resolved by initially presented to the Independent Firm, which proportionate allocation shall be calculated on an aggregate basis based on Auditor bears to the relative dollar values of the amounts in dispute and shall be final resolution as determined by the Independent Firm at the time the determination of such firm is rendered on the merits of the matters submittedAuditor. (g) The accounting and audit procedures provided for by this Section 2.5.2 shall be the exclusive and conclusive methodology for determination of the matters covered thereby and shall be binding upon the Parties and shall not be contested by any of them other than as provided for in this Section 2.5.2.

Closing Date Financial Statements. The Company's accountants, Xxxxx, Xxxxxxx & Company, will prepare a balance sheet of the Company (athe "Closing Date Balance Sheet") No later than ninety as of the Closing Date and a statement of income of the Company (90the "Closing Date Income Statement") for the period from the date of the Balance Sheet through the Closing Date (such Closing Date Balance Sheet and Closing Date Income Statement being herein referred to as the "Closing Date Financial Statements"). Buyer's accountants, BDO Xxxxxxx, LLP, will be given the opportunity to review the work papers and to consult with the Company's accountants prior to the completion of the Closing Date Financial Statements. The Closing Date Financial Statements will be delivered to Buyer within thirty (30) days after the Closing Date. If within thirty (30) days following such delivery of the Closing Date Financial Statements, the Purchaser shall cause Xxxxx BGK LLP Buyer has not given notice of objection to prepare and deliver (i) the Closing Date Financial Statements prepared in accordance with ASPE(which notice must contain a statement of reasonable basis of objection), (ii) the calculation of the Closing Indebtedness and the Closing Working Capital based on such Closing Date Financial Statements (collectively, the “Closing Calculations”). The Parties shall cooperate fully in the preparation of the Closing Calculations. The Purchaser and the Vendors shall be permitted access to the working papers of Xxxxx BGK LLP in respect of then the Closing Date Financial Statements and the Closing Calculations in accordance with customary protocols regarding such access. (b) Each of the Purchaser and the Vendors may object to the Closing Calculations by written notice to the Purchaser parties, or the Vendor parties, as applicable, within thirty (30) Business Days following receipt thereof, which notice shall specify in reasonable detail those items or amounts as to which the notifying Party objects (the “Objection Notice”) and the Parties shall will be deemed to have agreed upon all other items and amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Noticeacceptable. If no Objection Notice is made Buyer gives notice of objection within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors confirm in writing that they accept the Closing Calculations prior to the end of such thirty (30) Business Day -day period, then the Closing Calculations shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (c) If an Objection Notice is delivered in the manner and within the thirty (30) Business Day period specified in the preceding paragraph, the Parties shall in good faith attempt to resolve any matters issues in dispute with respect will be submitted to the Closing Calculations as promptly as practicableKPMG Peat Marwick LLP, certified public accountants, for resolution. If the Purchaser and the Vendors are unable to resolve all such items issues in dispute within ten are submitted to such third-party accountants for resolution, (10i) Business Days after each party will furnish to such accountants such workpapers and other documents and information relating to the receipt disputed issues as such accountants may request and are available to that party (or its independent public accountants), and will be afforded the opportunity to present to such accountants any material relating to the determination and to discuss the determination with such accountants; (ii) the determination by such accountants, as set forth in a notice delivered to both parties by such accountants, will be binding and conclusive on the parties; and (iii) Buyer and Sellers will each bear 50% of the Objection Notice giving rise to such dispute, then those items or calculations in dispute shall be submitted for resolution within five (5) Business Days following such ten (10) Business Day period to Ernst & Young LLP, or such other independent firm of chartered accountants as the Purchaser and the Vendors may agree in writing or, failing agreement, as appointed by the court (each being the “Independent Firm”). The Independent Firm will limit its review only to the specific items or calculations in dispute (except to the extent that ASPE requires adjustments to other items as a result thereof). The Parties shall use commercially reasonable efforts to cause the Independent Firm to submit its determination or opinion in a written statement delivered to the Purchaser and the Vendors as promptly as practicable, but in no event later than thirty (30) Business Days of the appointment fees of such Independent Firm, and accountants for such determination or opinion, together with those items accepted by the Purchaser and the Vendors in respect of the Closing Calculations or otherwise resolved between the Purchaser and the Vendors, shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculationsdetermination. (d) For greater certainty, upon receipt of the said Objection Notice all other amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice shall be immediately considered as final, and shall be paid concurrently with any other amounts owing in accordance with Section 2.6. (e) While the Independent Firm is making its determination hereunder, the Parties shall not communicate with the Independent Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other Parties. Each of the Purchaser and the Vendors will be permitted by the Independent Firm to make a submission with respect to its position on the matters in dispute. (f) The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing, reviewing, agreeing to, objecting to, or resolving, as the case may be, the Closing Calculations, except as otherwise provided in the remainder of this paragraph. The costs of any fees and expenses of the Independent Firm and of any enforcement of the determination thereof, shall be borne by the Purchaser, on the one hand, and the Vendors, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Firm at the time the determination of such firm is rendered on the merits of the matters submitted. (g) The accounting and audit procedures provided for by this Section 2.5.2 shall be the exclusive and conclusive methodology for determination of the matters covered thereby and shall be binding upon the Parties and shall not be contested by any of them other than as provided for in this Section 2.5.2.

Closing Date Financial Statements. (a) No As promptly as practical, but in any event not later than ninety (90) 60 days after the Closing DateDate referred to in Section 3.1 hereof, the Purchaser Seller and the Shareholders shall cause Xxxxx BGK LLP to prepare be prepared and deliver delivered to the Purchaser an unaudited balance sheet and the related statements of income, shareholders' equity and cash flows, including the notes thereto, for the Seller as of the Closing Date (the "Closing Date Financial Statements"). The Closing Date Financial Statements shall (i) be prepared from the books and records of the Seller, (ii) present fairly the financial condition of the Seller and its results of operations as at and for the period then ended, (iii) be prepared in accordance with GAAP and (iv) be accompanied by an accountant's review report from Berkxxxxx Xxxk Xxxxxxx & Xranx, XXP. The reserve for losses or bad debts related to the Seller's accounts receivable and the reserve for warranty claims (collectively, the "Reserves") shall be set forth on the Closing Date Financial Statements prepared in accordance with ASPE, (ii) the calculation of the Closing Indebtedness and the Closing Working Capital based on such Closing Date Financial Statements (collectively, the “Closing Calculations”). The Parties shall cooperate fully in the preparation of the Closing Calculations. The Purchaser and the Vendors shall be permitted access to the working papers of Xxxxx BGK LLP in respect of the Closing Date Financial Statements and the Closing Calculations in accordance with customary protocols regarding such accessStatements. (b) Each If the Seller and the Shareholders and the Purchaser in good faith disagree with the amount of the Purchaser and Reserves, then either party may notify the Vendors may object others in writing of such disagreement pursuant to the Closing Calculations by written notice to the Purchaser parties, or the Vendor parties, as applicable, within thirty (30) Business Days following receipt thereof, which notice a Notice of Disagreement. The Notice of Disagreement shall specify set forth in reasonable detail those items or amounts as to which the notifying Party objects (basis for the “Objection Notice”) disagreement. Thereafter, the Seller and the Parties shall be deemed to have agreed upon all other items Shareholders and amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice. If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors confirm in writing that they accept the Closing Calculations prior to the end of such thirty (30) Business Day period, then the Closing Calculations shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (c) If an Objection Notice is delivered in the manner and within the thirty (30) Business Day period specified in the preceding paragraph, the Parties shall attempt in good faith attempt to resolve any matters in dispute with respect to and finally determine the Closing Calculations as promptly as practicableReserves. If the Purchaser Seller and the Vendors Shareholders and the Purchaser are unable to resolve all such items in dispute the disagreement within ten (10) Business Days 30 days after the receipt delivery of the Objection Notice giving rise to such disputeof Disagreement, then those items or calculations in dispute shall be submitted for resolution within five (5) Business Days following such ten (10) Business Day period to Ernst & Young LLP, or such other independent firm of chartered accountants as the Seller and the Shareholders and the Purchaser shall select a mutually acceptable Independent Accountant which does not then have a material relationship with, the Purchaser, the Seller or the Shareholders to resolve the disputed items and make a determination with respect thereto. Such determination will be made, and written notice thereof given to the Seller and the Vendors may agree in writing or, failing agreement, as appointed by Shareholders and the court (each being the “Independent Firm”)Purchaser within 30 days after such selection. The Independent Firm will limit its review only to the specific items or calculations in dispute (except to the extent that ASPE requires adjustments to other items as a result thereof). The Parties shall use commercially reasonable efforts to cause the Independent Firm to submit its determination or opinion in a written statement delivered to the Purchaser and the Vendors as promptly as practicable, but in no event later than thirty (30) Business Days of the appointment of such Independent Firm, and such determination or opinion, together with those items accepted by the Purchaser and the Vendors in respect of the Closing Calculations or otherwise resolved between the Purchaser and the Vendors, shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (d) For greater certainty, upon receipt of the said Objection Notice all other amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice shall be immediately considered as final, and shall be paid concurrently with any other amounts owing in accordance with Section 2.6. (e) While the Independent Firm is making its determination hereunder, the Parties shall not communicate with the Independent Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other Parties. Each of the Purchaser and the Vendors will be permitted by the Independent Firm to make a submission with respect to its position on Accountant shall be final, binding and conclusive upon the matters in dispute. (f) The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing, reviewing, agreeing to, objecting to, or resolving, as the case may be, the Closing Calculations, except as otherwise provided in the remainder of this paragraphparties hereto. The costs of any fees and expenses scope of the Independent Firm and of any enforcement Accountant's engagement (which shall not be an audit) shall be limited to the resolution of the determination thereof, shall be borne by items contained in the Purchaser, on the one handNotice of Disagreement, and the Vendorsrecalculation, on the other handif any, in inverse proportion as they may prevail on the matters resolved by the Independent Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts Reserves in dispute and shall be determined by the Independent Firm at the time the determination light of such firm is rendered on the merits of the matters submitted. (g) The accounting resolution and audit procedures provided for by this Section 2.5.2 shall be the exclusive and conclusive methodology for determination of the matters covered thereby and shall be binding upon the Parties and shall not be contested by any of them other than as provided for in this Section 2.5.2.such

Closing Date Financial Statements. (a) 2.6.1 No later than ninety sixty (9060) days after the Closing Date, the Purchaser shall cause Xxxxx BGK LLP deliver to prepare and deliver the Vendors’ Delegate (i) the Closing Date Financial Statements prepared in accordance with ASPEASPE and the methodology set forth in Schedule 2.2 at the expense of the Major Vendors, and (ii) the calculation of the Closing Indebtedness Cash, Closing Indebtedness, Closing Transaction Expenses and the Closing Working Capital based on such Closing Date Financial Statements and the calculation of the Purchase Price (collectively, the “Closing CalculationsCalculation”). The Parties shall cooperate fully in the preparation of the Closing Calculations. The Purchaser and the Vendors shall be permitted access to the audit and related working papers of Xxxxx BGK LLP the Auditors in respect of the Closing Date Financial Statements and the Closing Calculations in accordance with customary protocols regarding such access. (b) Each of the Purchaser and the 2.6.2 The Major Vendors may object to the Closing Calculations Calculation by written notice from the Vendors’ Delegate to the Purchaser parties, or the Vendor parties, as applicable, within thirty sixty (3060) Business Days days following receipt thereof, which notice shall specify in reasonable detail those items or amounts as to which the notifying Party Vendor objects (the “Objection Notice”) and the Parties shall be deemed to have agreed upon all other items and amounts contained in such Closing Calculations Calculation which are not impacted by items or amounts objected to in the Objection Notice. If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors Vendors’ Delegate confirm in writing that they accept the Closing Calculations Calculation prior to the end of such thirty sixty (3060) Business Day days period, then the Closing Calculations Calculation shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing CalculationsCalculation. (c) 2.6.3 If an Objection Notice is delivered in the manner and within the thirty sixty (3060) Business Day period specified in the preceding paragraph, the Parties shall in good faith attempt to resolve any matters in dispute with respect to the Closing Calculations Calculation as promptly as practicable. If the Purchaser and the Vendors Vendors’ Delegate are unable to resolve all such items in dispute within ten thirty (1030) Business Days days after the receipt of the Objection Notice giving rise to such dispute, then those items or calculations in dispute shall be submitted for resolution within five (5) Business Days following such ten thirty (1030) Business Day days period to Ernst Deloitte & Young LLPTouche LLP or, if they are unwilling or unable to accept the mandate to resolve the dispute, to such other independent firm of chartered accountants as the Purchaser and the Vendors Vendors’ Delegate may agree in writing or, failing agreement, as appointed by the court (each being howsoever selected, the “Independent Firm”). The Independent Firm Firm, acting as an expert and not as arbitrator, will limit its review only to the specific items or calculations in dispute (except to the extent that ASPE requires adjustments to other items as a result thereof). The Parties shall use commercially reasonable efforts to cause the Independent Firm to submit its determination or opinion in a written statement delivered to the Purchaser and the Vendors Vendors’ Delegate as promptly as practicable, but in no event later than thirty (30) Business Days of the appointment of such Independent Firm, and such determination or opinion, together with those items accepted by the Purchaser and the Vendors Vendors’ Delegate in respect of the Closing Calculations Calculation or otherwise resolved between the Purchaser and the Vendors’ Delegate, shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing CalculationsCalculation. (d) For greater certainty, upon receipt 2.6.4 The Parties shall cooperate fully in the preparation of the said Objection Notice all other amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice shall be immediately considered as final, and shall be paid concurrently with any other amounts owing in accordance with Section 2.6. (e) Calculation. While the Independent Firm is making its determination hereunder, the Parties (which for this subsection 2.6.4 shall include the Vendors’ Delegate) shall not communicate with the Independent Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other Parties. Each of the Purchaser and the Vendors will be permitted by the Independent Firm to make a submission with respect to its position on the matters in dispute. (f) 2.6.5 The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing, auditing or reviewing, agreeing to, objecting to, or resolving, as the case may be, the Closing Calculations, except as otherwise provided in the remainder of this paragraphCalculation. The costs of any fees and expenses of the Independent Firm will be allocated between the Vendors and the Purchaser as determined (and as set forth in the final determination) by the Independent Firm based upon the relative success (in terms of any enforcement percentages) of each of the determination thereof, shall be borne by the Purchaser’s claim, on the one hand, and the Vendors’ claim, on the other hand. For example, in inverse proportion as they may prevail on if the matters resolved final determination reflects a sixty-forty (60-40) compromise of the Parties’ claims being determined by the Independent Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Firm at would allocate expenses forty percent (40%) to the time Party (i.e. either the determination of such firm is rendered Purchaser, on the merits of one hand, or the matters submitted. Vendors, on the other hand) whose claims were determined to be sixty percent (g60%) successful and sixty percent (60%) to the Party (i.e. either the Purchaser, on the one hand, or the Vendors, on the other hand) whose claims were determined to be forty percent (40%) successful. Vendors shall be liable for fees and expenses owed by the Vendors to the Independent Firm in accordance with their Common Equity Designated Percentage. The accounting and audit procedures provided for by this Section 2.5.2 2.6 shall be the exclusive and conclusive methodology for determination of the matters covered thereby and shall be binding upon the Parties and shall not be contested by any of them other than as provided for in this Section 2.5.22.6.

Closing Date Financial Statements. As soon as reasonably practical after the Closing Date, but in no event more than forty-five (a45) No later than ninety (90) calendar days after the Closing Date, the Purchaser Parent shall cause Xxxxx BGK LLP to prepare and deliver to the Stockholders’ Representative an unaudited balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date (the “Closing Date Balance Sheet”), it being understood and agreed that, notwithstanding anything to the contrary contained in this Agreement, the Closing Date Balance Sheet shall be in the form set forth on Schedule 1.12(a) to the Company’s Disclosure Schedule. Concurrently with its delivery of the Closing Date Balance Sheet to the Stockholders’ Representative as herein provided, and consistent with the financial information set forth therein, the Parent shall also deliver to the Stockholders’ Representative a separate report showing (i) the computation of Cash and Cash Equivalents and Adjusted Debt as of the close of business on the day immediately prior to the Closing Date and (ii) the adjustment to the Cash Merger Consideration, if any, to be made in accordance with this Section 1.12 (such report, the “Adjusted Merger Consideration Report” and, together with the Closing Date Balance Sheet, the “Closing Date Financial Statements”). The Closing Date Financial Statements will be prepared (i) in accordance with ASPE, the definitions of Cash and Cash Equivalents and Adjusted Debt and (ii) in accordance with GAAP applied on a basis consistent with that used in, and in accordance with the calculation of the Closing Indebtedness same accounting methods, policies, practices and the Closing Working Capital based on such Closing Date Financial Statements (collectively, the “Closing Calculations”). The Parties shall cooperate fully procedures applied in the preparation of of, the Closing CalculationsLatest Balance Sheet. The Purchaser and the Vendors shall be permitted access to the working papers of Xxxxx BGK LLP in respect After receipt of the Closing Date Financial Statements and Statements, the Stockholders’ Representative will have forty-five (45) calendar days to review the Closing Calculations in accordance Date Financial Statements. In connection with customary protocols regarding such access. (b) Each of the Purchaser and the Vendors may object to the Closing Calculations by written notice to the Purchaser parties, or the Vendor parties, as applicable, within thirty (30) Business Days following receipt thereof, which notice shall specify in reasonable detail those items or amounts as to which the notifying Party objects (the “Objection Notice”) and the Parties shall be deemed to have agreed upon all other items and amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice. If no Objection Notice is made within the period and in the manner specified in the preceding sentence, or if the Purchaser and the Vendors confirm in writing that they accept the Closing Calculations prior to the end of such thirty (30) Business Day period, then the Closing Calculations shall be conclusive, final and binding on all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (c) If an Objection Notice is delivered in the manner and within the thirty (30) Business Day period specified in the preceding paragraph, the Parties shall in good faith attempt to resolve any matters in dispute with respect to the Closing Calculations as promptly as practicable. If the Purchaser and the Vendors are unable to resolve all such items in dispute within ten (10) Business Days after the receipt of the Objection Notice giving rise to such dispute, then those items or calculations in dispute shall be submitted for resolution within five (5) Business Days following such ten (10) Business Day period to Ernst & Young LLP, or such other independent firm of chartered accountants as the Purchaser and the Vendors may agree in writing or, failing agreement, as appointed by the court (each being the “Independent Firm”). The Independent Firm will limit its this review only to the specific items or calculations in dispute (except to the extent that ASPE requires adjustments to other items as a result thereof). The Parties shall use commercially reasonable efforts to cause the Independent Firm to submit its determination or opinion in a written statement delivered to the Purchaser and the Vendors as promptly as practicable, but in no event later than thirty (30) Business Days of the appointment of such Independent Firm, and such determination or opinion, together with those items accepted by the Purchaser and the Vendors in respect of the Closing Calculations or otherwise resolved between Date Financial Statements, the Purchaser Parent shall cooperate with and the Vendorsprovide, and, if applicable, shall be conclusivecause any of its Affiliates to cooperate with and provide, final the Stockholders’ Representative and binding on any agents or representatives thereof (including outside accountants and outside legal counsel), reasonable access to all the Parties without possibility of amendment or appeal and shall constitute the final Closing Calculations. (d) For greater certainty, upon receipt of the said Objection Notice all other amounts contained in such Closing Calculations which are not impacted by items or amounts objected to in the Objection Notice shall be immediately considered as final, books and shall be paid concurrently with any other amounts owing in accordance with Section 2.6. (e) While the Independent Firm is making its determination hereunder, the Parties shall not communicate with the Independent Firm on the subject matter of its review, except by joint conference call, joint meeting or letter with copy simultaneously delivered to the other Parties. Each records of the Purchaser and the Vendors will be permitted by the Independent Firm to make a submission with respect to its position on the matters in disputeCompany. (f) The Parties will bear their respective fees and expenses (including those of their respective advisors) in preparing, auditing, reviewing, agreeing to, objecting to, or resolving, as the case may be, the Closing Calculations, except as otherwise provided in the remainder of this paragraph. The costs of any fees and expenses of the Independent Firm and of any enforcement of the determination thereof, shall be borne by the Purchaser, on the one hand, and the Vendors, on the other hand, in inverse proportion as they may prevail on the matters resolved by the Independent Firm, which proportionate allocation shall be calculated on an aggregate basis based on the relative dollar values of the amounts in dispute and shall be determined by the Independent Firm at the time the determination of such firm is rendered on the merits of the matters submitted. (g) The accounting and audit procedures provided for by this Section 2.5.2 shall be the exclusive and conclusive methodology for determination of the matters covered thereby and shall be binding upon the Parties and shall not be contested by any of them other than as provided for in this Section 2.5.2.