Common use of Determination of the Net Worth Adjustment Amount Clause in Contracts

Determination of the Net Worth Adjustment Amount. (a) On or before 60 days following the Closing Date, Buyer shall prepare and deliver to Aon a report (the “Net Worth Adjustment Report”) setting forth in reasonable detail and with appropriate documentation Buyer’s computation of Closing Date Net Worth. (b) After delivery of the Net Worth Adjustment Report to Aon, Aon and/or a firm of independent public accountants designated by Aon (“Aon’s Accountants”) will be entitled to reasonable access during normal business hours to the relevant records and working papers of Buyer and its accountants to aid in their review of the Net Worth Adjustment Report. The Net Worth Adjustment Report will be deemed to be accepted by and shall be conclusive for purposes of determining the Net Worth Adjustment Amount except to the extent, if any, that Aon or Aon’s Accountants shall have delivered within 60 days after the date on which the Net Worth Adjustment Report is delivered to Aon, a written notice to Buyer specifying in reasonable detail the nature and extent of any such exceptions (it being understood that any portion of the Net Worth Adjustment Amount that is not disputed shall be paid promptly). If a change proposed by Aon is disputed by Buyer, then Aon and Buyer shall negotiate in good faith to resolve such dispute. If, after a period of 20 days following the date on which Aon gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose an independent firm of public accountants of nationally-recognized standing (the “Accounting Firm”) to resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Net Worth Adjustment Amount. The decision of the Accounting Firm shall be final and binding and shall be in accordance with the provisions of this Section 4.5. All of the fees and expenses of the Accounting Firm shall be borne by Buyer and Aon in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by Buyer and Aon, respectively (as finally determined by the Accounting Firm), bears to the total amount of items submitted to the Accounting Firm. (c) Within five (5) business days following the applicable Net Worth Adjustment Report Finalization Date, Aon and Buyer shall pay the following amounts as applicable: (i) if the Estimated Closing Date Net Worth exceeds the Closing Date Net Worth, as calculated in accordance with this Section 4.5, Aon shall pay to Buyer the difference thereof by wire transfer of immediately available funds to an account specified in writing to Aon by Buyer; and (ii) if the Closing Date Net Worth, as calculated in accordance with this Section 4.5, exceeds the Estimated Closing Date Net Worth, Buyer shall pay to Aon the difference thereof by wire transfer of immediately available funds to an account or accounts specified in writing to Buyer by Aon. Any payment required to be made pursuant to this Section 4.5(c) shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to thirty (30) day LIBOR in effect on the Closing Date as reported in The Wall Street Journal.

Determination of the Net Worth Adjustment Amount. (a) On or before 60 days following the Closing Date, Buyer Aon shall prepare and deliver to Aon Buyer a report (the “Net Worth Adjustment Report”) setting forth in reasonable detail and with appropriate documentation BuyerAon’s computation of the Closing Date Net Worth. Buyers shall reasonably assist Aon in the preparation of the Net Worth Adjustment Report and shall provide Aon reasonable access during normal business hours, upon reasonable advance notice to the relevant personnel, books and records of the Companies for such purpose. (ba) After delivery of the Net Worth Adjustment Report to AonBuyer, Aon Buyer and/or a firm of independent public accountants designated by Aon Buyer (“AonBuyer’s AccountantsAccountant”) will be entitled to reasonable access during normal business hours upon reasonable advance notice to the relevant personnel, records and working papers of Buyer Aon and its accountants to aid in their review of the Net Worth Adjustment Report. The Net Worth Adjustment Report will be deemed to be accepted by and shall be conclusive for purposes of determining the Net Worth Adjustment Amount except to the extent, if any, that Aon Buyer or AonBuyer’s Accountants Accountant shall have delivered within 60 30 days after the date on which the Net Worth Adjustment Report is delivered to AonBuyer, a written notice to Buyer Aon specifying in reasonable detail the nature and extent of any such exceptions objections it has to the Net Worth Adjustment Report and its calculation of the Closing Date Net Worth (it being understood that any portion of (i) if the Closing Date Net Worth Adjustment Amount that is not disputed calculated by each of Buyer and Aon exceeds the Estimated Closing Date Net Worth by more than $25,000, Buyer shall promptly pay or cause to be paid promptlyto Aon an amount equal to the smaller of such amounts less the Estimated Closing Date Net Worth and (ii) if the Estimated Closing Date Net Worth exceeds the Closing Date Net Worth calculated by each of Buyer and Aon by more than $25,000, Aon shall promptly pay to Buyer (or its designee) an amount equal to the Estimated Closing Date Net Worth less the greater of such amounts). If a change proposed by Aon Buyer is disputed by BuyerAon, then Aon and Buyer shall negotiate in good faith to resolve such dispute. If, after a period of 20 days following the date on which Buyer gives Aon gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose an independent firm of public accountants of nationally-recognized standing (the “Accounting Firm”) to resolve any remaining disputes. The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Net Worth Adjustment Amount. The decision of the Accounting Firm shall be final and binding and shall be in accordance with the provisions of this Section 4.5section. All of the fees and expenses of the Accounting Firm shall be borne by Buyer and Aon in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by Buyer and Aon, respectively (as finally determined by the Accounting Firm), bears to the total amount of items submitted to the Accounting Firm. (cb) Within five (5) business days 5 Business Days following the applicable Net Worth Adjustment Report Finalization Date, Date Aon and Buyer shall pay the following amounts as applicable. Any Net Worth Adjustment Amount shall be paid as follows: (i) if the Estimated Closing Date Net Worth exceeds the Closing Date Net Worth, as calculated in accordance with this Section 4.5, Aon shall pay to Buyer (or its designee) the difference thereof plus any amounts paid by Buyer to Aon pursuant to clause (i) of the second sentence of Section 4.5(a), less any amounts paid by Aon to Buyer pursuant to clause (ii) of the second sentence of Section 4.5(a), by wire transfer of immediately available funds to an account specified in writing to Aon by Buyer; and. (ii) if the Closing Date Net Worth, as calculated in accordance with this Section 4.5, exceeds the Estimated Closing Date Net Worth, Worth Buyer shall pay or cause to be paid to Aon the difference thereof plus any amounts paid by Aon to Buyer pursuant to clause (ii) of the second sentence of Section 4.5(a), less any amounts paid by Buyer to Aon pursuant to clause (i) of the second sentence of Section 4.5(a) by wire transfer of immediately available funds to an account or accounts specified in writing to Buyer by Aon. (iii) Notwithstanding (i) and (ii) of this paragraph, if the Estimated Closing Date Net Worth and the Closing Date Net Worth, as calculated in this Section 4.5, are within $25,000 no payment shall be due under this Section 4.5(b). Any payment required to be made pursuant to this Section 4.5(c4.5(b) shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to thirty ninety (3090) day LIBOR in effect on the Closing Date as reported in The Wall Street Journal.

Determination of the Net Worth Adjustment Amount. (a) On or before 60 ninety (90) days following the Closing Date, Buyer Aon shall prepare and deliver to Aon Buyer a report in a form substantially similar to the form of the Estimated Closing Date Net Worth Statement (the “Net Worth Adjustment Report”) setting forth in reasonable detail and with appropriate documentation BuyerAon’s computation of Closing Date Net WorthWorth based on Agreed Accounting Principles, consistently applied. Buyer shall reasonably assist Aon in the preparation of the Net Worth Adjustment Report and shall provide Aon reasonable access at all reasonable times to the personnel, properties, books and records of the Companies and the Subsidiaries for such purpose. In addition, Aon shall deliver the Final Closing Balance Sheet to Buyer on or before ninety (90) days following the Closing Date (together with a report of Ernst & Young LLP delivered in connection with its audit of the Final Closing Balance Sheet, which report Aon shall use its reasonable best efforts to cause to be unqualified). The Final Closing Balance Sheet shall be prepared, to the extent consistent with GAAP, in accordance with Agreed Accounting Principles consistently applied, and shall be derived from, prepared using and consistent in all material respects with the Books and Records. (b) After delivery of the Net Worth Adjustment Report to AonBuyer, Aon Buyer and/or a firm of independent public accountants designated by Aon Buyer (“AonBuyer’s Accountants”) will be entitled to reasonable access during normal business hours to the relevant records and working papers of Buyer Aon and its accountants (“Aon’s Accountants”) to aid in their review of the Net Worth Adjustment Report. The Net Worth Adjustment Report will be deemed to be accepted by and shall be conclusive for purposes of determining the Net Worth Adjustment Amount except to the extent, if any, that Aon Buyer or AonBuyer’s Accountants shall have delivered within 60 30 days after the date on which the Net Worth Adjustment Report is delivered to AonBuyer, a written notice to Aon stating each and every item to which Buyer takes exception, specifying in reasonable detail the nature and extent of any such exceptions exception (it being understood that any portion of the Net Worth Adjustment Amount that is not disputed shall be paid promptly). If a change proposed by Aon Buyer is disputed by BuyerAon, then Aon and Buyer shall negotiate in good faith to resolve such dispute. If, after a period of 20 days following the date on which Buyer gives Aon gives Buyer notice of any such proposed change, any such proposed change still remains disputed, then Buyer and Aon shall together choose within five days an independent firm of public accountants of nationally-recognized standing (the “Accounting Firm”) to resolve any remaining disputesdisputes within 30 days after such Accounting Firm is engaged by Buyer and Aon. The Accounting Firm shall act as an arbitrator to determine, based solely on presentations by Buyer and Aon, and not by independent review, only those issues still in dispute with respect to the Net Worth Adjustment Amount. The decision of the Accounting Firm shall be final and binding and shall be in accordance with the provisions of this Section 4.5. All of the fees and expenses of the Accounting Firm shall be borne by Buyer and Aon in the same proportion that the aggregate amount of the disputed items submitted to the Accounting Firm that are unsuccessfully disputed by Buyer and Aon, respectively (as finally determined by the Accounting Firm), bears to the total amount of items submitted to the Accounting Firm. (c) Within five (5) business days following the applicable Net Worth Adjustment Report Finalization Date, Aon and Buyer shall pay the following amounts as applicable. Any Net Worth Adjustment Amount shall be paid as follows: (i) if the Estimated Closing Date Net Worth exceeds the Closing Date Net Worth, as calculated in accordance with this Section 4.5, Aon shall pay to Buyer the difference thereof by wire transfer of immediately available funds to an account specified in writing to Aon by Buyer; and (ii) if the Closing Date Net Worth, as calculated in accordance with this Section 4.5, exceeds the Estimated Closing Date Net Worth, Buyer shall pay to Aon the difference thereof by wire transfer of immediately available funds to an account or accounts specified in writing to Buyer by Aon. Any payment required to be made pursuant to this Section 4.5(c) shall be made together with interest thereon from the Closing Date to the date of payment at the rate of interest per annum equal to thirty (30) day LIBOR in effect on the Closing Date as reported in The Wall Street Journal.