Common use of Net Asset Adjustment Clause in Contracts

Net Asset Adjustment. (i) The Buyer shall cause to be prepared a schedule of Net Assets (the “Net Asset Schedule”). The Buyer shall deliver the Net Asset Schedule to the Seller Representative (on behalf of all the Sellers) within sixty (60) days after the Closing Date. The Seller Representative shall review the Net Asset Schedule and, in connection therewith, the Seller Representative and its accountants shall be entitled to review the Company’s working papers, trial balances and similar materials relating to the Company’s preparation of its balance sheet as of the Closing Date. The Net Asset Schedule shall be deemed final upon the earliest of (i) the date on which the Seller Representative and the Buyer agree that the Net Asset Schedule is final, (ii) if the Seller Representative has not earlier notified the Buyer, in writing, of a dispute in amounts shown on the Net Asset Schedule, the twentieth (20th) day after delivery of the Net Asset Schedule by the Buyer to the Seller Representative, and (iii) the date on which any disputes relating to the Net Asset Schedule are resolved, as described in this Section 2.3 . The Net Assets, determined by reference to the final Net Asset Schedule, is referred to herein as the “Closing Date Net Assets”. (ii) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the Net Asset Schedule shall be resolved as set forth in this Section 2.3(d)(ii) . (A) In the event that the Seller Representative disputes an amount shown on the Net Asset Schedule initially delivered by the Buyer to the Seller Representative in accordance with Section 2.3(d)(i) , the Seller Representative shall provide timely written notice of each disputed item (each, a “Disputed Item”) to the Buyer (the “Dispute Notice,” and, the date of its delivery, the “Dispute Notice Date”) specifying the amount in dispute (including the Seller Representative’s calculation of the Net Assets) and setting forth, in reasonable detail, the basis for such dispute. Within twenty (20) business days following the Dispute Notice Date, the Disputed Items shall be submitted to Deloitte & Touche (the “Arbiter”) (it being understood that Deloitte & Touche was chosen because of representations made that none of the Buyer, the Company, the Sellers or their respective Affiliates have a material relationship with Deloitte & Touche, and if any such Parties prior to the calculation of the Closing Date Net Assets develops a material relationship with Deloitte & Touche, the Party having such relationship shall promptly notify the other Parties of such relationship and the Seller Representative and the Buyer will select another national accounting firm with which none of such Parties has a material relationship to serve as the Arbiter). Each of the Seller Representative and Buyer shall then submit evidence in support of its position on each Disputed Item. (B) Without limiting the generality of the foregoing, the Parties acknowledge that the Purchase Price adjustment contemplated by this Section 2.3 is intended to reflect the difference between Net Assets as shown on the Net Asset Schedule and the Targeted Amount, and the Parties further acknowledge that such difference can only be measured if the calculation of Net Assets is performed in the same way, using the same methods, as of all relevant dates. The scope of the Disputed Items to be resolved by the Arbiter is limited, therefore, to whether the Net Asset Schedule was prepared in accordance with the terms of this Agreement. Upon final resolution of all Disputed Items, the Arbiter shall issue a report showing a calculation of the Closing Date Net Assets. (C) The Arbiter shall make its determination of the Disputed Items, and such determination shall be binding and conclusive on the Parties. The Parties shall cooperate fully in assisting the Arbiter in calculating the Disputed Items and shall take such actions as are necessary to expedite and to cause the Arbiter to expedite such calculation. The Arbiter shall act as an expert and not as an arbitrator. (D) The Buyer shall bear a percentage of the fees and expenses of the Arbiter that equals (i) the difference between the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) and the Arbiter’s calculation of Closing Date Net Assets divided by (ii) the total difference between the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) and the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) . (E) The Sellers shall bear a percentage of the fees and expenses of the Arbiter that equals (i) the difference between Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Arbiter’s calculation of Net Assets divided by (ii) the total difference between the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) . The Sellers’ obligation to pay such amount shall be satisfied solely from the Escrow Funds. The obligation of any Seller to pay such amount shall be several and limited to such Seller's Pro Rata Portion of such amount.

Net Asset Adjustment. (ia) The Buyer shall cause to be prepared a schedule of Net Assets (the “Net Asset Schedule”). The Buyer shall deliver the Net Asset Schedule to the Seller Representative (on behalf of all the Sellers) within sixty (60) Within 60 days after the Closing Date. The Seller Representative , Lydall shall review prepare and deliver to Affinity an itemized statement (the "Closing Date Statement") setting forth the acquired Net Asset Schedule and, Assets (as defined in connection therewith, the Seller Representative and its accountants shall be entitled to review the Company’s working papers, trial balances and similar materials relating to the Company’s preparation of its balance sheet Section 5.05(d)(iii)) as of the Closing Date. The Net Asset Schedule shall be deemed final upon the earliest of Date (i) the date on which the Seller Representative and the Buyer agree that the Net Asset Schedule is final, (ii) if the Seller Representative has not earlier notified the Buyer, in writing, of a dispute in amounts shown on the Net Asset Schedule, the twentieth (20th) day after delivery of the Net Asset Schedule by the Buyer to the Seller Representative, and (iii) the date on which any disputes relating to the Net Asset Schedule are resolved, as described in this Section 2.3 . The Net Assets, determined by reference to the final Net Asset Schedule, is referred to herein as the “"Closing Date Net Assets”. ") and all relevant data and calculations supporting such statement. The Closing Date Statement shall also set forth a calculation of the amount by which Closing Date Net Assets exceeds or is less than $4,765,516 (ii"Asset Adjustment"). Within 120 days of the Closing Date, Affinity shall complete its examination of the Closing Date Statement and shall deliver to Lydall either a written acknowledgment accepting the Closing Date Statement and the Asset Adjustment or a written report ("Adjustment Report") Notwithstanding anything setting forth in detail any proposed adjustments to the contrary in this Agreement, any disputes regarding amounts shown in Closing Date Statement and the Net Asset Schedule shall be resolved as set forth in this Section 2.3(d)(ii) . (A) Adjustment and the reasons and supporting data therefor. In the event that the Seller Representative disputes an amount shown on the Net Asset Schedule initially delivered by the Buyer Affinity fails to the Seller Representative in accordance with Section 2.3(d)(ideliver such acknowledgment or Adjustment Report within such one hundred twenty (120) day period, the Seller Representative shall provide timely written notice of Closing Date Statement (and each disputed item (each, a “Disputed Item”) to the Buyer (the “Dispute Notice,” and, the date of its delivery, the “Dispute Notice Date”) specifying the amount in dispute (including the Seller Representative’s calculation of the Net Assets) and setting forth, in reasonable detail, the basis for such dispute. Within twenty (20) business days following the Dispute Notice Date, the Disputed Items shall be submitted to Deloitte & Touche (the “Arbiter”) (it being understood that Deloitte & Touche was chosen because of representations made that none of the Buyer, the Company, the Sellers or their respective Affiliates have a material relationship with Deloitte & Touche, and if any such Parties prior to the calculation of the Closing Date Net Assets develops a material relationship with Deloitte & Touche, the Party having such relationship shall promptly notify the other Parties of such relationship and the Seller Representative Asset Adjustment set forth thereon) delivered by Lydall shall be deemed to be correct and to have been finally determined under Section 5.05 (c) below; (b) If Affinity shall deliver an Adjustment Report to Lydall within the Buyer will period set forth in Section 5.05(a), Lydall and Affinity shall attempt to resolve any differences and agree upon the Asset Adjustment. In the event that Affinity and Lydall fail to agree on any or all of the proposed adjustments to the Closing Date Statement contained in the Adjustment Report within 15 days after Lydall receives the Adjustment Report, then the parties shall select another national an independent certified public accounting firm of national reputation (who shall not be a firm previously or currently retained by Lydall or Affinity) which is mutually agreeable to the parties (the "Independent Accountants") to resolve any dispute. The Independent Accountants, acting as independent accountants and not for the benefit of Lydall or Affinity, shall make the final determination with which none of such Parties has a material relationship respect to serve as the Arbiter). Each correctness of the Seller Representative and Buyer shall then submit evidence adjustments in support of its position on each Disputed Item. (B) Without limiting Closing Date Net Assets proposed in the generality Adjustment Report in light of the foregoing, the Parties acknowledge that the Purchase Price adjustment contemplated by this Section 2.3 is intended to reflect the difference between Net Assets as shown on the Net Asset Schedule terms and the Targeted Amount, and the Parties further acknowledge that such difference can only be measured if the calculation of Net Assets is performed in the same way, using the same methods, as of all relevant dates. The scope of the Disputed Items to be resolved by the Arbiter is limited, therefore, to whether the Net Asset Schedule was prepared in accordance with the terms provisions of this Agreement. Upon final resolution of all Disputed Items, the Arbiter shall issue a report showing a calculation The decision of the Closing Date Net Assets. (C) The Arbiter shall make its determination of the Disputed Items, and such determination Independent Accountants shall be in writing and state the basis for the finding and shall be final and binding on Lydall and conclusive on the PartiesAffinity. The Parties shall cooperate fully in assisting the Arbiter in calculating the Disputed Items and shall take such actions as are necessary to expedite and to cause the Arbiter to expedite such calculation. The Arbiter shall act as an expert and not as an arbitrator. (D) The Buyer shall bear a percentage of the fees costs and expenses of the Arbiter that equals Independent Accountants for their services rendered pursuant hereto shall be borne equally by Lydall and Affinity. (ic) The term "Final Closing Date Statement" shall mean the difference between the Buyer’s calculation of Net Assets Closing Date Statement delivered pursuant to Section 2.3(d)(i5.05(a), as adjusted, if at all, pursuant to Section 5.05(a) or 5.05(b) and the Arbiter’s calculation of "Settlement Date" shall mean the date on which the Final Closing Date Net Assets divided Statement is agreed to by (ii) the total difference between parties or finally determined by the Buyer’s calculation of Net Assets delivered pursuant Independent Accountants, as the case may be. Until the Settlement Date, Lydall agrees to Section 2.3(d)(i) provide Affinity, its representatives and advisors, and the Sellers’ calculation of Net Assets delivered pursuant Independent Accountants with access, during Lydall's normal business hours and upon reasonable advance notice, to Section 2.3(d)(ii)(A) . (E) The Sellers shall bear a percentage Lydall's financial books and records of the fees Operation and expenses of to the Arbiter that equals (i) working papers supporting the difference between Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Arbiter’s calculation of Net Assets divided by (ii) the total difference between the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) . The Sellers’ obligation to pay such amount shall be satisfied solely from the Escrow Funds. The obligation of any Seller to pay such amount shall be several and limited to such Seller's Pro Rata Portion of such amountClosing Date Statement.

Net Asset Adjustment. (ia) The Buyer shall cause to be prepared a schedule Exhibit C sets forth the consolidated balance sheet of Net Assets TBI as of December 31, 2000 (the “Net Asset Schedule”"December 31 Balance Sheet"). The Buyer shall deliver , which has been prepared and certified by TBI's chief financial officer as reflecting the financial condition of TBI as of the date thereof, which is being delivered for purposes of determining the Net Asset Schedule to the Seller Representative Benchmark (on behalf of all the Sellershereinafter defined). (b) within Within sixty (60) days following the Closing, Starbase shall cause the December 31 Balance Sheet to be audited by Deloitte & Touche, its certified public accountants (the "Auditors"), in accordance with GAAP, which audited balance sheet of TBI as of December 31, 2000 (the "Audited Balance Sheet") shall be used for purposes of determining the Audited Net Asset Benchmark. Starbase shall deliver the Audited Balance Sheet to the Representative (hereinafter defined) promptly after the Closing Dateits receipt. The Seller Representative shall review have fifteen (15) days after receipt of the Net Asset Schedule andAudited Balance Sheet (the "Dispute Period") to dispute any item, in connection therewithcalculation or amount, or the method of calculation of any item or amount, reflected therein (a "Dispute"). If the Representative does not give written notice of a Dispute (a "Dispute Notice") to Starbase within the Dispute Period, the Seller Representative and its accountants shall be entitled to review the Company’s working papers, trial balances and similar materials relating to the Company’s preparation of its balance sheet as of the Closing Date. The Net Asset Schedule Audited Balance Sheet shall be deemed final upon the earliest of (i) the date on which the Seller Representative and the Buyer agree that the Net Asset Schedule is final, (ii) if the Seller Representative has not earlier notified the Buyer, in writing, of a dispute in amounts shown on the Net Asset Schedule, the twentieth (20th) day after delivery of the Net Asset Schedule to have been accepted by the Buyer to the Seller Representative, and (iii) the date on which any disputes relating to the Net Asset Schedule are resolved, as described in this Section 2.3 . The Net Assets, determined by reference to the final Net Asset Schedule, is referred to herein as the “Closing Date Net Assets”. (ii) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown Representative in the Net Asset Schedule shall be resolved as set forth form in this Section 2.3(d)(ii) . (A) which it was delivered by Starbase. In the event that the Seller Representative disputes an amount shown does not agree with any entry, calculation or amount, or the method of calculation of any entry or amount, reflected on the Net Asset Schedule initially delivered by the Buyer to the Seller Representative in accordance with Section 2.3(d)(i) Audited Balance Sheet, the Seller Representative shall provide timely written notice of each disputed item (eachgive Starbase a Dispute Notice within the Dispute Period, a “Disputed Item”) to setting forth the Buyer (the “Dispute Notice,” and, the date basis of its delivery, the “Dispute Notice Date”) specifying the amount in dispute (including the Seller Representative’s calculation of the Net Assets) and setting forth, in reasonable detail, the basis for such dispute. Within twenty (20) business days following the Dispute Notice Date, the Disputed Items shall be submitted to Deloitte & Touche (the “Arbiter”) (it being understood that Deloitte & Touche was chosen because of representations made that none of the Buyer, the Company, the Sellers or their respective Affiliates have a material relationship with Deloitte & Touche, and if any such Parties prior to the calculation of the Closing Date Net Assets develops a material relationship with Deloitte & Touche, the Party having such relationship shall promptly notify the other Parties of such relationship and the Seller Representative and the Buyer will select another national accounting firm with which none of such Parties has a material relationship to serve as the Arbiter). Each of the Seller Representative and Buyer shall then submit evidence in support of its position on each Disputed Item. (B) Without limiting the generality of the foregoing, the Parties acknowledge that the Purchase Price adjustment contemplated by this Section 2.3 is intended to reflect the difference between Net Assets as shown on the Net Asset Schedule and the Targeted Amountdisagreement, and the Parties further acknowledge Representative and Starbase shall, within thirty (30) days after receipt by Starbase of such Dispute Notice (the "Resolution Period"), attempt to resolve such Dispute and agree in writing upon the Audited Balance Sheet. In the event that the Representative and Starbase are unable to resolve any such difference can Dispute within the Resolution Period, then a nationally recognized certified public accounting firm as may be mutually agreed upon by the Representative and Starbase shall be employed as arbitrator hereunder (the "Arbitrator") to settle such Dispute as soon as reasonably practicable. If the Representative and Starbase are unable to mutually agree upon the selection of a nationally recognized certified public accounting firm, then the parties agree to the appointment by the American Arbitration Association ("AAA") of a nationally recognized certified public accounting firm to act as the Arbitrator. The parties agree that the Arbitrator shall decide only be measured if the calculation of Net Assets is performed matters involved in the same wayDispute and not any other matters, using whether or not arising under this Agreement, and shall have no other authority hereunder. Any arbitration pursuant to this Section 2.4 shall be conducted by the same methods, as of all relevant dates. The scope national office of the Disputed Items Arbitrator or in a location to be resolved by the Arbiter is limited, therefore, to whether the Net Asset Schedule was prepared mutually agreed upon in accordance with the terms of this Agreement. Upon final resolution of all Disputed Items, the Arbiter shall issue a report showing a calculation Commercial Arbitration Rules of the Closing Date Net Assets. (C) AAA then existing. The Arbiter Arbitrator's determination with respect to any Dispute shall make its determination be final and binding on all parties and not subject to appeal on any ground, and judgment on the arbitration award may be enforced in any court having jurisdiction over the subject matter of the Disputed Items, and such determination shall be binding and conclusive on the Partiescontroversy. The Parties Representative and Starbase shall cooperate fully in assisting the Arbiter in calculating the Disputed Items and shall take such actions as are necessary to expedite and to cause the Arbiter to expedite such calculation. The Arbiter shall act as an expert and not as an arbitrator. (D) The Buyer shall bear a percentage each pay one-half of the fees and expenses of the Arbiter Arbitrator for the services of the Arbitrator in the arbitration. (c) If the Audited Net Asset Benchmark is less than the Net Asset Benchmark by an amount in excess of $50,000, then the Escrowed Shares held in escrow under the Escrow Agreement shall be reduced by that equals number of shares of Starbase Common Stock (the "Returned Escrowed Shares") equal to the quotient of (1) the difference of (i) the difference between the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) and the Arbiter’s calculation of Closing Date Net Assets divided by Asset Benchmark minus (ii) the total difference between Audited Net Asset Benchmark divided by (2) the Buyer’s calculation Starbase Price Per Share (or, if applicable, the Closing Average Price Per Share) (the "Net Asset Shortfall"). The number of any Returned Escrowed Shares shall, within ten (10) business days of delivery of the Audited Balance Sheet to the Escrow Agent, be returned by the Escrow Agent to Starbase. To the extent that the Escrowed Shares are not sufficient to cover the amount of any Net Assets delivered pursuant Asset Shortfall, the TBI Shareholders shall be liable to Section 2.3(d)(i) and Starbase for such amount in proportion to the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) Starbase Common Stock received by the TBI Shareholders in the Merger. (Ed) The Sellers As used in this Section 2.4, "Net Asset Benchmark" shall bear a percentage of mean TBI's current assets minus total liabilities, as reflected on the fees and expenses of the Arbiter that equals (i) the difference between Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Arbiter’s calculation of Net Assets divided by (ii) the total difference between the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) . The Sellers’ obligation to pay such amount shall be satisfied solely from the Escrow Funds. The obligation of any Seller to pay such amount shall be several and limited to such Seller's Pro Rata Portion of such amountDecember 31 Balance Sheet.

Net Asset Adjustment. (ia) The Buyer shall cause to be prepared a schedule of Net Assets (the “Net Asset Schedule”). The Buyer shall deliver the Net Asset Schedule to the Seller Representative (on behalf of all the Sellers) within sixty (60) days after the Closing Date. The Seller Representative shall review the Net Asset Schedule and, in connection therewith, the Seller Representative and its accountants shall be entitled to review the Company’s working papers, trial balances and similar materials relating to the Company’s preparation of its balance sheet as of the Closing Date. The Net Asset Schedule shall be deemed final upon the earliest of (i) the date on which the Seller Representative and the Buyer agree that the Net Asset Schedule is final, (ii) if the Seller Representative has not earlier notified the Buyer, in writing, of a dispute in amounts shown on the Net Asset Schedule, the twentieth (20th) day after delivery of the Net Asset Schedule by the Buyer to the Seller Representative, and (iii) the date on which any disputes relating to the Net Asset Schedule are resolved, as described in this Section 2.3 . The Net Assets, determined by reference to the final Net Asset Schedule, is referred to herein as the “Closing Date Net Assets”. (ii) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the Net Asset Schedule shall be resolved as set forth in this Section 2.3(d)(ii) . (A) In the event that the Seller Representative disputes an amount shown on the Net Asset Schedule initially delivered by the Buyer to the Seller Representative in accordance with Section 2.3(d)(i) , the Seller Representative shall provide timely written notice of each disputed item (each, a “Disputed Item”) to the Buyer (the “Dispute Notice,” and, the date of its delivery, the “Dispute Notice Date”) specifying the amount in dispute (including the Seller Representative’s calculation of the Net Assets) and setting forth, in reasonable detail, the basis for such dispute. Within twenty (20) business days following the Dispute Notice Date, the Disputed Items shall be submitted to Deloitte & Touche (the “Arbiter”) (it being understood that Deloitte & Touche was chosen because of representations made that none of the Buyer, the Company, the Sellers or their respective Affiliates have a material relationship with Deloitte & Touche, and if any such Parties prior to the calculation of If the Closing Date Net Assets develops a material relationship with Deloitte & Touche(as defined below) are less than the total assets minus the total liabilities set forth on the Pro Forma Balance Sheet, the Party having such relationship Sellers shall promptly notify pay the other Parties of such relationship and difference to Purchaser (the Seller Representative and the Buyer will select another national accounting firm with which none of such Parties has a material relationship to serve as the Arbiter"Purchaser Reimbursement"). Each of the Seller Representative and Buyer shall then submit evidence in support of its position on each Disputed Item. (B) Without limiting the generality of the foregoing, the Parties acknowledge that the Purchase Price adjustment contemplated by this Section 2.3 is intended to reflect the difference between Net Assets as shown on the Net Asset Schedule and the Targeted Amount, and the Parties further acknowledge that such difference can only be measured if the calculation of Net Assets is performed in the same way, using the same methods, as of all relevant dates. The scope of the Disputed Items to be resolved by the Arbiter is limited, therefore, to whether the Net Asset Schedule was prepared in accordance with the terms of this Agreement. Upon final resolution of all Disputed Items, the Arbiter shall issue a report showing a calculation of If the Closing Date Net AssetsAssets are greater than the total assets less the total liabilities set forth on the Pro Forma Balance Sheet, Purchaser shall pay the difference to the Sellers, or, at the written request of all of the Sellers, to the Seller Senior Lenders on behalf of and for the account of the Sellers. Any payment under this Section 4.4(a) shall be made in immediately available funds within five (5) Business Days of the date the Closing Date Net Assets are finally determined pursuant to this Section 4.4. (Cb) As promptly as practicable following the Closing Date, but in no event more than ninety (90) calendar days following the Closing Date, Purchaser shall prepare and deliver to SunScript Pharmacy a balance sheet setting forth the Transferred Assets and the Assumed Liabilities as of and including the Closing Date, in accordance with clause (f) below. (c) Unless within thirty (30) calendar days after its receipt of the balance sheet referred to in clause (b) above, SunScript Pharmacy shall deliver to Purchaser a reasonably detailed statement describing its objections to such balance sheet, the amounts determined in accordance with clause (b) shall be final and binding. (d) If SunScript Pharmacy shall deliver the statement referred to in clause (c) above, Purchaser and each of the Sellers shall use reasonable efforts to resolve any disputes, but if a final resolution is not reached within twenty (20) calendar days after SunScript Pharmacy has submitted its objections, any remaining disputes shall be resolved by Deloitte & Touche LLP (the "Reviewing Accountants"). The Arbiter Reviewing Accountants shall make its be instructed to resolve any matters in dispute as promptly as practicable. The determination of the Disputed Items, Reviewing Accountants will be final and such determination shall be binding and conclusive on the Parties. The Parties shall cooperate fully in assisting the Arbiter in calculating the Disputed Items and shall take such actions as are necessary to expedite and to cause the Arbiter to expedite such calculation. The Arbiter shall act as an expert and not as an arbitratorbinding. (De) The Buyer Purchaser, on the one hand, and the Sellers, on the other hand, shall bear a percentage each pay its own costs and expenses incurred in connection with the dispute resolution described in clause (d) above; provided that, Purchaser, on the one hand, and the Sellers, on the other hand, shall each pay one-half of the fees and expenses of the Arbiter that equals (i) the difference between the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) Reviewing Accountants. The Sellers and Purchaser shall cooperate with each other and the Arbiter’s calculation of Reviewing Accountants in connection with the matters contemplated by this Section 4.4, including by furnishing such information and access to books, records (including, without limitation, accountants work papers), personnel and properties as may be reasonably requested. (f) The "Closing Date Net Assets divided by (ii) Assets" will be equal to the total difference between assets less the Buyer’s calculation total liabilities set forth on the balance sheet finally determined in accordance with this Section 4.4 (the "Closing Date Balance Sheet"). The Closing Date Balance Sheet shall be prepared in accordance with GAAP applied on a basis otherwise consistent with the accounting principles used in preparation of Net Assets delivered pursuant to Section 2.3(d)(i) and the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) Pro Forma Balance Sheet (including the notes thereto). (Eg) The Sellers shall bear a percentage At the option of Purchaser, any payment due to, or right of setoff or recoupment of, Purchaser in accordance with this Section 4.4, or any portion thereof, may be deducted from the Post-Bankruptcy Payment, if any, or the Second Anniversary Payment in satisfaction of such payment obligation or portion thereof; provided that each of the fees Sellers acknowledge and expenses agree that its obligations to Purchaser under this Section 4.4 are not limited to the amount of the Arbiter that equals (i) the difference between Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Arbiter’s calculation of Net Assets divided by (ii) the total difference between the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) . The Sellers’ obligation to pay such amount shall be satisfied solely from the Escrow Funds. The obligation of any Seller to pay such amount shall be several and limited to such Seller's Pro Rata Portion of such amountPost-Closing Payment.

Net Asset Adjustment. (ia) The Buyer shall cause to be prepared a schedule Exhibit 1.11 sets forth the balance sheet of Net Assets (the “Net Asset Schedule”). The Buyer shall deliver Company as at December 31, 2000 for purposes of determining the Net Asset Schedule to the Seller Representative Benchmark (on behalf of all the Sellersas defined herein). (b) within Within sixty (60) days after following the Closing DateClosing, Parent shall cause the balance sheet of Company as at December 31, 2000 to be audited by Deloitte & Touche, its certified public accountants (the "Auditors"), in accordance with GAAP, which audited balance sheet of Company as at December 31, 2000 (the "Audited Balance Sheet") shall be used for purposes of determining the Audited Net Asset Benchmark. Parent shall deliver the Audited Balance Sheet to the Designee promptly upon its receipt. The Seller Representative Designee shall review have thirty (30) days after receipt of the Net Asset Schedule andAudited Balance Sheet (the "Dispute Period") to dispute any item, in connection therewithcalculation or amount, or the method of calculation of any item or amount, reflected therein (a "Dispute"). If the Designee does not give written notice of a Dispute (a "Dispute Notice") to Parent within the Dispute Period, the Seller Representative and its accountants shall be entitled to review the Company’s working papers, trial balances and similar materials relating to the Company’s preparation of its balance sheet as of the Closing Date. The Net Asset Schedule Audited Balance Sheet shall be deemed final upon the earliest of (i) the date on which the Seller Representative and the Buyer agree that the Net Asset Schedule is final, (ii) if the Seller Representative has not earlier notified the Buyer, in writing, of a dispute in amounts shown on the Net Asset Schedule, the twentieth (20th) day after delivery of the Net Asset Schedule to have been accepted by the Buyer to the Seller Representative, and (iii) the date on which any disputes relating to the Net Asset Schedule are resolved, as described in this Section 2.3 . The Net Assets, determined by reference to the final Net Asset Schedule, is referred to herein as the “Closing Date Net Assets”. (ii) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown Designee in the Net Asset Schedule shall be resolved as set forth form in this Section 2.3(d)(ii) . (A) which it was delivered by Parent. In the event that the Seller Representative disputes an amount shown Designee does not agree with any entry, calculation or amount, or the method of calculation of any entry or amount, reflected on the Net Asset Schedule initially delivered Audited Balance Sheet, the Designee shall give Parent notice within the Dispute Period, setting forth the basis of its disagreement (the "Dispute Notice"), and Designee and Parent shall, within thirty (30) days after receipt by Parent of such Dispute Notice, attempt to resolve such Dispute and agree in writing upon the Audited Balance Sheet. In the event that the Designee and Parent are unable to resolve any such Dispute within such resolution period, then the national office of a nationally recognized certified public accounting firm as may be mutually agreed upon by the Buyer Designee and Parent (the "Arbitrator") shall be employed as arbitrator hereunder to settle such Dispute as soon as reasonably practicable. If the Designee and Parent are unable to mutually agree upon the selection of a nationally recognized certified public accounting firm, then the parties agree to the Seller Representative appointment of a nationally recognized certified public accounting firm to act as Arbitrator by the American Arbitration Association ("AAA"). The parties agree that the Arbitrator shall decide only the matters involved in accordance with the Dispute and not any other matters, and shall have no other authority hereunder. Any arbitration pursuant to this Section 2.3(d)(i) , shall be conducted by the Seller Representative shall provide timely written notice of each disputed item (each, a “Disputed Item”) to the Buyer (the “Dispute Notice,” and, the date of its delivery, the “Dispute Notice Date”) specifying the amount in dispute (including the Seller Representative’s calculation national office of the Net Assets) and setting forth, Arbitrator or in reasonable detail, the basis for such dispute. Within twenty (20) business days following the Dispute Notice Date, the Disputed Items shall be submitted to Deloitte & Touche (the “Arbiter”) (it being understood that Deloitte & Touche was chosen because of representations made that none of the Buyer, the Company, the Sellers or their respective Affiliates have a material relationship with Deloitte & Touche, and if any such Parties prior to the calculation of the Closing Date Net Assets develops a material relationship with Deloitte & Touche, the Party having such relationship shall promptly notify the other Parties of such relationship and the Seller Representative and the Buyer will select another national accounting firm with which none of such Parties has a material relationship to serve as the Arbiter). Each of the Seller Representative and Buyer shall then submit evidence in support of its position on each Disputed Item. (B) Without limiting the generality of the foregoing, the Parties acknowledge that the Purchase Price adjustment contemplated by this Section 2.3 is intended to reflect the difference between Net Assets as shown on the Net Asset Schedule and the Targeted Amount, and the Parties further acknowledge that such difference can only be measured if the calculation of Net Assets is performed in the same way, using the same methods, as of all relevant dates. The scope of the Disputed Items location to be resolved by the Arbiter is limited, therefore, to whether the Net Asset Schedule was prepared mutually agreed upon in accordance with the terms of this Agreement. Upon final resolution of all Disputed Items, the Arbiter shall issue a report showing a calculation Commercial Arbitration Rules of the Closing Date Net Assets. (C) AAA then existing. The Arbiter Arbitrator's determination with respect to any Dispute shall make its determination be final and binding on all parties and not subject to appeal on any ground, and judgment on the arbitration award may be enforced in any court having jurisdiction over the subject matter of the Disputed Items, and such determination shall be binding and conclusive on the Partiescontroversy. The Parties LLC and Parent shall cooperate fully in assisting the Arbiter in calculating the Disputed Items and shall take such actions as are necessary to expedite and to cause the Arbiter to expedite such calculation. The Arbiter shall act as an expert and not as an arbitrator. (D) The Buyer shall bear a percentage each pay one-half of the fees and expenses of the Arbiter Arbitrator for the services of the Arbitrator in the arbitration. (c) If the Audited Net Asset Benchmark is less than the Net Asset Benchmark by an amount in excess of $50,000, then the number of Indemnity Escrow Shares held in escrow under the Escrow Agreement shall be reduced by that equals number of shares of Parent Common Stock (the "Returned Escrowed Shares") equal to the quotient of (1) the difference of (i) the difference between the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) and the Arbiter’s calculation of Closing Date Net Assets divided by Asset Benchmark minus (ii) the total difference between Audited Net Asset Benchmark divided by (2) the Buyer’s calculation Parent Market Price (the "Net Asset Shortfall"). The number of Net Assets delivered pursuant any Returned Escrowed Shares shall, within ten (10) business days of delivery of the Final Audited Balance Sheet to Section 2.3(d)(i) and the Sellers’ calculation of Net Assets delivered pursuant Escrow Agent, be returned by the Escrow Agent to Section 2.3(d)(ii)(A) Parent. (Ed) The Sellers As used in this Section, "Net Asset Benchmark" shall bear a percentage of mean the fees and expenses of Company's current assets minus the Arbiter that equals Company's current liabilities plus long-term debt (i) the difference between Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Arbiter’s calculation of Net Assets divided by (ii) the total difference between the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) . The Sellers’ obligation to pay such amount shall be satisfied solely from the Escrow Funds. The obligation of any Seller to pay such amount shall be several and limited to such Seller's Pro Rata Portion of such amountexcluding Notes), as reflected on Exhibit 1.

Net Asset Adjustment. Not later than ninety (i) The Buyer shall cause to be prepared a schedule of Net Assets (the “Net Asset Schedule”). The Buyer shall deliver the Net Asset Schedule to the Seller Representative (on behalf of all the Sellers) within sixty (6090) days after the Closing Date. The Seller Representative , the Majority Holders shall review cause to be prepared and delivered to Buyer an audited special purpose statement of the Net Asset Schedule and, in connection therewith, the Seller Representative and its accountants shall be entitled to review the Company’s working papers, trial balances and similar materials relating to the Company’s preparation of its balance sheet Assets (as defined below) as of the Closing Date. The Net Asset Schedule (the "CLOSING NET ASSET STATEMENT") which shall be deemed final upon the earliest of (i) the date on which the Seller Representative and the Buyer agree that the Net Asset Schedule is final, (ii) if the Seller Representative has not earlier notified the Buyer, in writing, of a dispute in amounts shown on the Net Asset Schedule, the twentieth (20th) day after delivery of the Net Asset Schedule have been audited by the Buyer to the Seller Representative, and (iii) the date on which any disputes relating to the Net Asset Schedule are resolved, as described in this Section 2.3 . The Net Assets, determined by reference to the final Net Asset Schedule, is referred to herein as the “Closing Date Net Assets”. (ii) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the Net Asset Schedule shall be resolved as set forth in this Section 2.3(d)(ii) . (A) In the event that the Seller Representative disputes an amount shown on the Net Asset Schedule initially delivered by the Buyer to the Seller Representative Coopers & Xxxxxxx L.L.P. in accordance with Section 2.3(d)(i) GAAP, applied on a basis consistent with, and following the Seller Representative shall provide timely written notice of each disputed item accounting principles, procedures, policies and methods employed by Target in preparing Target's Most Recent Fiscal Year End balance sheet (each, a “Disputed Item”) to the Buyer (extent consistent with GAAP); provided, however, that appropriate adjustments shall be made to exclude the “Dispute Notice,” andExcluded Assets and Excluded Liabilities. It is understood that the Closing Net Asset Statement will reflect payment of, the date of its deliveryand any liability incurred for, the “Dispute Notice Date”) specifying the amount in dispute (including the Seller Representative’s calculation payment of the Net Assets) Compensation Amount. Buyer and setting forth, in reasonable detail, the basis for such dispute. Within twenty (20) business days following the Dispute Notice Date, the Disputed Items Sellers each shall be submitted to Deloitte & Touche (the “Arbiter”) (it being understood that Deloitte & Touche was chosen because of representations made that none of the Buyer, the Company, the Sellers or their respective Affiliates have a material relationship with Deloitte & Touche, and if any such Parties prior to the calculation of the Closing Date Net Assets develops a material relationship with Deloitte & Touche, the Party having such relationship shall promptly notify the other Parties of such relationship and the Seller Representative and the Buyer will select another national accounting firm with which none of such Parties has a material relationship to serve as the Arbiter). Each of the Seller Representative and Buyer shall then submit evidence in support of its position on each Disputed Item. (B) Without limiting the generality of the foregoing, the Parties acknowledge that the Purchase Price adjustment contemplated by this Section 2.3 is intended to reflect the difference between Net Assets as shown on the Net Asset Schedule and the Targeted Amount, and the Parties further acknowledge that such difference can only be measured if the calculation of Net Assets is performed in the same way, using the same methods, as of all relevant dates. The scope of the Disputed Items to be resolved by the Arbiter is limited, therefore, to whether the Net Asset Schedule was prepared in accordance with the terms of this Agreement. Upon final resolution of all Disputed Items, the Arbiter shall issue a report showing a calculation of the Closing Date Net Assets. (C) The Arbiter shall make its determination of the Disputed Items, and such determination shall be binding and conclusive on the Parties. The Parties shall cooperate fully in assisting the Arbiter in calculating the Disputed Items and shall take such actions as are necessary to expedite and to cause the Arbiter to expedite such calculation. The Arbiter shall act as an expert and not as an arbitrator. (D) The Buyer shall bear a percentage responsible for one-half of the fees and expenses charged by Coopers & Xxxxxxx for preparing such Closing Net Asset Statement. Buyer and Sellers shall promptly provide the other Party hereto access to, and copies of, all information reasonably requested by the other Party or its representatives in connection with the preparation of the Arbiter Closing Net Asset Statement or to investigate the basis of any dispute therewith (provided that equals Sellers shall not be required to provide any Excluded Books and Records which would not reasonably be deemed material to the preparation of the Closing Net Asset Statement). (i) Buyer shall have a period of thirty (30) days after delivery to it of the difference between Closing Net Asset Statement to provide to the Buyer’s calculation Seller Representative notice setting forth with reasonable specificity any objection thereto, which objection shall relate only to any matters which affect the amount of Net Assets delivered pursuant shown on the Closing Net Asset Statement (an "OBJECTION NOTICE"). Failure to Section 2.3(d)(i) provide an Objection Notice within such thirty-day period shall constitute Buyer's approval of the Closing Net Asset Statement as so delivered. If Buyer timely provides an Objection Notice, Buyer and the Arbiter’s calculation of Closing Date Net Assets divided by (ii) Seller Representative shall promptly commence good faith discussions in an attempt to resolve any issues raised in the total difference between the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) Objection Notice. If Buyer and the Sellers’ calculation of Net Assets delivered pursuant Seller Representative are unable to Section 2.3(d)(ii)(Aresolve such dispute within thirty (30) . (E) The Sellers shall bear a percentage days after the delivery of the fees and expenses of Objection Notice, such dispute shall be resolved by a Big Six accounting firm mutually acceptable to the Arbiter that equals (i) the difference between Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) Buyer and the Arbiter’s calculation Majority Holders or, in the absence of Net Assets divided agreement, by (ii) the total difference between the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) a Big Six accounting firm selected by lot after eliminating Target's and Buyer's principal outside accountants and one additional firm designated as objectionable by Buyer and the Buyer’s calculation of Seller Representative. At or prior to the time such dispute is submitted to such accounting firm for resolution, Buyer shall provide a specific proposed Net Assets delivered pursuant to Section 2.3(d)(i) Asset amount. The Sellers’ obligation to pay such amount accounting firm so selected shall be satisfied solely from the Escrow Funds. The obligation of any Seller to pay such amount shall be several and limited to such Seller's Pro Rata Portion of such amount.make its

Net Asset Adjustment. (ia) The Buyer shall cause to be prepared a schedule of Net Assets (the “Net Asset Schedule”). The Buyer shall deliver the Net Asset Schedule to the Seller Representative (on behalf of all the Sellers) within sixty (60) Within 60 days after the Closing Date. The Seller Representative , Ludlow shall review prepare and deliver to Lydall a statement (the "Closing Date Statement") setting forth Net Asset Schedule and, Assets (as defined in connection therewith, the Seller Representative and its accountants shall be entitled to review the Company’s working papers, trial balances and similar materials relating to the Company’s preparation of its balance sheet Section 3.2d(iii)) as of the Closing Date. The Net Asset Schedule shall be deemed final upon the earliest of Date (i) the date on which the Seller Representative and the Buyer agree that the Net Asset Schedule is final, (ii) if the Seller Representative has not earlier notified the Buyer, in writing, of a dispute in amounts shown on the Net Asset Schedule, the twentieth (20th) day after delivery of the Net Asset Schedule by the Buyer to the Seller Representative, and (iii) the date on which any disputes relating to the Net Asset Schedule are resolved, as described in this Section 2.3 . The Net Assets, determined by reference to the final Net Asset Schedule, is referred to herein as the “"Closing Date Net Assets”. (ii) Notwithstanding anything to "). The Closing Date Statement shall also set forth a calculation of the contrary amount by which the Closing Date Net Assets exceed or are less than $7,901,907, which is based on the September 30, 2000 balance sheet as detailed in this Agreement, any disputes regarding amounts shown in Schedule 3.2. This difference is the Net Asset Schedule Adjustment. Within 120 days after the Closing Date, Lydall shall be resolved as set complete its examination of the Closing Date Statement and shall deliver to Ludlow either a written acknowledgment of Lydall accepting the Closing Date Statement and the Net Asset Adjustment or a written report ("Adjustment Report") setting forth in this Section 2.3(d)(ii) . (A) detail any proposed adjustments to the Closing Date Statement and the Net Asset Adjustment and the reasons and supporting data therefore. In the event that Lydall fails to deliver such acknowledgment or Adjustment Report within such one hundred twenty (120) day period, the Seller Representative disputes an amount shown on Closing Date Statement (and each of the Closing Date Net Assets and the Net Asset Schedule initially Adjustment set forth thereon) delivered by Ludlow to Lydall shall be deemed to be correct and to have been finally determined under Section 3.2 (b) below; (b) If Lydall shall deliver an Adjustment Report to Ludlow within the Buyer period set forth in Section 3.2 (a), Lydall and Ludlow shall attempt to resolve any differences and agree upon the Net Asset Adjustment. In the event that Ludlow and Lydall fail to agree on any or all of Lydall's proposed adjustments to the Seller Representative Closing Date Statement contained in accordance with Section 2.3(d)(ithe Adjustment Report within 15 days after Ludlow receives the Adjustment Report, then the parties shall select an independent certified public accounting firm of national reputation (who shall not be a firm previously or currently retained by Lydall or Ludlow) , which is mutually agreeable to the Seller Representative shall provide timely written notice of each disputed item parties (each, a “Disputed Item”the "Independent Auditors") to the Buyer (the “Dispute Notice,” and, the date of its delivery, the “Dispute Notice Date”) specifying the amount in dispute (including the Seller Representative’s calculation of the Net Assets) and setting forth, in reasonable detail, the basis for such resolve any dispute. Within twenty (20) business days following The Independent Auditors, acting as independent auditors and not for the Dispute Notice Datebenefit of Lydall or Ludlow, shall make the Disputed Items shall be submitted to Deloitte & Touche (the “Arbiter”) (it being understood that Deloitte & Touche was chosen because of representations made that none of the Buyer, the Company, the Sellers or their respective Affiliates have a material relationship final determination with Deloitte & Touche, and if any such Parties prior respect to the calculation of the Closing Date Net Assets develops a material relationship with Deloitte & Touche, the Party having such relationship shall promptly notify the other Parties of such relationship and the Seller Representative and the Buyer will select another national accounting firm with which none of such Parties has a material relationship to serve as the Arbiter). Each in light of the Seller Representative terms and Buyer shall then submit evidence in support provisions of its position on each Disputed Item. (B) Without limiting the generality this Agreement within a period of less than 30 days. The decision of the foregoing, Independent Auditors shall be in writing and state the Parties acknowledge that basis for the Purchase Price adjustment contemplated by this Section 2.3 is intended to reflect the difference between Net Assets as shown finding and shall be final and binding on the Net Asset Schedule Lydall and the Targeted Amount, and the Parties further acknowledge that such difference can only be measured if the calculation of Net Assets is performed in the same way, using the same methods, as of all relevant datesLudlow. The scope of the Disputed Items to be resolved by the Arbiter is limited, therefore, to whether the Net Asset Schedule was prepared in accordance with the terms of this Agreement. Upon final resolution of all Disputed Items, the Arbiter shall issue a report showing a calculation of the Closing Date Net Assets. (C) The Arbiter shall make its determination of the Disputed Items, and such determination shall be binding and conclusive on the Parties. The Parties shall cooperate fully in assisting the Arbiter in calculating the Disputed Items and shall take such actions as are necessary to expedite and to cause the Arbiter to expedite such calculation. The Arbiter shall act as an expert and not as an arbitrator. (D) The Buyer shall bear a percentage of the fees costs and expenses of the Arbiter that equals Independent Auditors for their services rendered pursuant hereto shall be borne equally by Lydall and Ludlow; (ic) The term "Final Closing Date Statement" shall mean the difference between the Buyer’s calculation of Net Assets Closing Date Statement delivered pursuant to Section 2.3(d)(i3.2(a), as adjusted, if at all, pursuant to Section 3.2(a) or 3.2(b) and the Arbiter’s calculation of "Settlement Date" shall mean the date on which the Final Closing Date Net Assets divided Statement is agreed to by (ii) the total difference between parties or finally determined by the Buyer’s calculation of Net Assets delivered pursuant Independent Auditors, as the case may be. Until the Settlement Date, Ludlow agrees to Section 2.3(d)(i) provide Lydall, its representatives and advisors, and the Sellers’ calculation of Net Assets delivered pursuant Independent Auditors with access, during Ludlow's normal business hours and upon reasonable advance notice, to Section 2.3(d)(ii)(A) . (E) The Sellers shall bear a percentage the books and records of the fees Business for the purpose of reviewing the Closing Date Statement and expenses of preparing any proposed adjustments set forth in the Arbiter that equals (i) the difference between Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Arbiter’s calculation of Net Assets divided by (ii) the total difference between the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) . The Sellers’ obligation to pay such amount shall be satisfied solely from the Escrow Funds. The obligation of any Seller to pay such amount shall be several and limited to such Seller's Pro Rata Portion of such amount.Adjustment Report;

Net Asset Adjustment. (i) Buyer's advisors have prepared from the CR books and records furnished by Seller, and Seller has approved, a Pro Forma Statement of Closing Net Assets (with 000s omitted) ("Pro Forma Statement) as if the Closing had taken place on December 29, 2001, as set forth in Exhibit H attached hereto. Such Pro Forma Statement shows "Pro Forma closing net assets" under the column marked "Adjusted Book Value" of approximately $7,900,000 after the adjustments are made to each of the line items as set forth in such Pro Forma Statement, provided, however, that liabilities shall not include any sums owed to Seller's employees with respect to vacation, sick pay or paid time off accruals. The Adjusted Book Value of those categories of Acquired Assets, as of the Closing Date, for which there are entries set forth in the column of the Pro Forma Statement marked "Adjusted Book Value" minus the Assumed Liabilities in the same column ("Closing Net Value"), shall be not less than $7,900,000. Such determination will follow the accounting principles, policies and estimates used in determining the Pro Forma Statement, as set forth on Exhibit H hereto. (ii) Within 30 business days after the Closing Date, or as promptly as practicable thereafter, Buyer shall cause to be prepared and delivered to Seller a schedule of draft Closing Net Assets Statement ("Net Assets Statement") for the “Net Asset Schedule”). The Buyer shall deliver the Net Asset Schedule to the Seller Representative (on behalf of all the Sellers) within sixty (60) days after the Closing Date. The Seller Representative shall review the Net Asset Schedule and, in connection therewith, the Seller Representative and its accountants shall be entitled to review the Company’s working papers, trial balances and similar materials relating to the Company’s preparation of its balance sheet CR business as of the Closing Date. The Net Asset Schedule shall be deemed final upon , using the earliest of (i) accounting principles applied to construct the date on Pro Forma Statement and covering those categories for which the Seller Representative and the Buyer agree that the Net Asset Schedule is final, (ii) if the Seller Representative has not earlier notified the Buyer, in writing, of a dispute in amounts shown on the Net Asset Schedule, the twentieth (20th) day after delivery of the Net Asset Schedule by the Buyer to the Seller Representative, and (iii) the date on which any disputes relating to the Net Asset Schedule there are resolved, as described in this Section 2.3 . The Net Assets, determined by reference to the final Net Asset Schedule, is referred to herein as the “Closing Date Net Assets”. (ii) Notwithstanding anything to the contrary in this Agreement, any disputes regarding amounts shown in the Net Asset Schedule shall be resolved as entries set forth in this Section 2.3(d)(iithe column of the Pro Forma Statement marked "Adjusted Book Value." Such Net Assets Statement shall reflect the results of a physical count of all CR fixed assets and inventory taken at the direction of Buyer's independent certified public accountants within seven (7) . (A) In business days after the event that Closing Date and a review by such accountants of the Seller Representative disputes an amount shown trade accounts receivable as existing on the Net Asset Schedule initially delivered by the Closing Date. Buyer to the shall give Seller Representative in accordance with Section 2.3(d)(i) , the Seller Representative shall provide timely written notice of the time and place of each disputed item (each, a “Disputed Item”) physical count and Seller shall have the right to the Buyer (the “Dispute Notice,” and, the date of its delivery, the “Dispute Notice Date”) specifying the amount in dispute (including the Seller Representative’s calculation of the Net Assets) and setting forth, in reasonable detail, the basis for have an observer present at each such dispute. Within twenty (20) business days following the Dispute Notice Date, the Disputed Items shall be submitted to Deloitte & Touche (the “Arbiter”) (it being understood that Deloitte & Touche was chosen because of representations made that none of the Buyer, the Company, the Sellers or their respective Affiliates have a material relationship with Deloitte & Touche, and if any such Parties prior to the calculation of the Closing Date Net Assets develops a material relationship with Deloitte & Touche, the Party having such relationship shall promptly notify the other Parties of such relationship and the Seller Representative and the Buyer will select another national accounting firm with which none of such Parties has a material relationship to serve as the Arbiter). Each of the Seller Representative and Buyer shall then submit evidence in support of its position on each Disputed Itemplace. (B) Without limiting the generality of the foregoing, the Parties acknowledge that the Purchase Price adjustment contemplated by this Section 2.3 is intended to reflect the difference between Net Assets as shown on the Net Asset Schedule and the Targeted Amount, and the Parties further acknowledge that such difference can only be measured if the calculation of Net Assets is performed in the same way, using the same methods, as of all relevant dates. The scope of the Disputed Items to be resolved by the Arbiter is limited, therefore, to whether the Net Asset Schedule was prepared in accordance with the terms of this Agreement. Upon final resolution of all Disputed Items, the Arbiter shall issue a report showing a calculation of the Closing Date Net Assets. (C) The Arbiter shall make its determination of the Disputed Items, and such determination shall be binding and conclusive on the Parties. The Parties shall cooperate fully in assisting the Arbiter in calculating the Disputed Items and shall take such actions as are necessary to expedite and to cause the Arbiter to expedite such calculation. The Arbiter shall act as an expert and not as an arbitrator. (D) The Buyer shall bear a percentage of the fees and expenses of the Arbiter that equals (i) the difference between the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) and the Arbiter’s calculation of Closing Date Net Assets divided by (ii) the total difference between the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) and the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) . (E) The Sellers shall bear a percentage of the fees and expenses of the Arbiter that equals (i) the difference between Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Arbiter’s calculation of Net Assets divided by (ii) the total difference between the Sellers’ calculation of Net Assets delivered pursuant to Section 2.3(d)(ii)(A) and the Buyer’s calculation of Net Assets delivered pursuant to Section 2.3(d)(i) . The Sellers’ obligation to pay such amount shall be satisfied solely from the Escrow Funds. The obligation of any Seller to pay such amount shall be several and limited to such Seller's Pro Rata Portion of such amount.