Common use of Net Worth Adjustment Clause in Contracts

Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable after the Closing Date, the Stockholders shall deliver to UAG balance sheets of the Companies dated as of the Closing Date (such balance sheets so delivered are referred to herein as the "Closing Date Balance Sheets"). The Closing Date Balance Sheets shall be prepared in good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the November 30 Balance Sheets (as defined in Section 2.5 hereof) (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance Sheets, the Stockholders and the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Companies. (b) Within sixty (60) days after delivery of the Closing Date Balance Sheets, (i) Coopers & Xxxxxxx or such other accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheets in such manner as UAG and the Reviewer deem appropriate, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance Sheets"), together with the Reviewer's report thereon, to the Stockholders. The Reviewed Balance Sheets (i) shall be prepared on the same basis and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(ii) hereof. UAG and the Reviewer shall have the opportunity to consult with the Stockholders, the Companies and each of the accountants and other representatives of the Stockholders and the Companies and to examine the work papers, schedules and other documents prepared by the Stockholders, the Companies and each of such accountants and other representatives during the preparation of the Closing Date Balance Sheets. The Stockholders and the Stockholders' independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, schedules and other documents prepared by the Reviewer during the preparation of the Reviewed Balance Sheets. (c) The Stockholders shall have a period of forty-five (45) days after delivery of the Reviewed Balance Sheets to present in writing to UAG all objections the Stockholders may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 45-day period, the Reviewed Balance Sheets shall be deemed accepted and approved by the Stockholders and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the Stockholders. (d) If the Stockholders shall raise any objection within such 45-day period, UAG and the Stockholders shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolution. (e) If such dispute cannot be resolved by UAG and the Stockholders within sixty (60) days after the delivery of the Reviewed Balance Sheets, then the specific matters in dispute shall be submitted to a firm of independent public accountants mutually acceptable to UAG and the Stockholders, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG and the Stockholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG and the Stockholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e) shall be paid one-half by UAG and one-half by the Stockholders. (f) UAG and the Stockholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders pursuant to Section 1.3(e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Net Worth as shown on the Reviewed Balance Sheets as finally determined through the operation of Sections 1.3 (a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the Net Worth of the Companies as set forth on the November 30 Balance Sheets (which balance sheets are attached hereto as Schedule 2.5) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders shall pay to UAG at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by UAG at least two (2) Business Days prior to the date of the Supplemental Closing, an amount equal to the Net Worth Deficiency. (ii) Net Worth", computed in connection with the Closing Date Balance Sheets, the Company Balance Sheets and the Reviewed Balance Sheets, shall mean the amount by which the total assets (not including intangible assets) exceed the total liabilities reflected, in each case, on the balance sheets of Companies comprising the Closing Date Balance Sheets, the Company Balance Sheets or the Reviewed Balance Sheets, as the case may be.

Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable Within forty-five (45) days after the Closing Date, ERNST & YOUNG, LLC (the Stockholders "Accountants") shall deliver to UAG prepare, at the cost and expense of SAG and/or Sub, a balance sheets sheet of the Companies Company dated as of the Closing Date (such balance sheets so delivered are referred to herein as the "Closing Date Balance SheetsSheet"). The Accountants shall prepare the Closing Date Balance Sheets shall be prepared in good faith Sheet on the same basis and in accordance with the accounting principles, methods and practices used in preparing the November 30 Company's 1997 Balance Sheets Sheet (as defined in Section 2.5 hereofhereinafter defined) prepared on a first-in/first-out basis (such "FIFO") by Mr. Xxxx Xxxxxxxxxx xx the accounting principlesfirm of Tarpxxx & Xndexxxxx, methods X.C., accountants to the Company, and practices and such proceduresagreed to by Mr. Rickx Xxxxx, are referred to herein as Xxntroller of SAG (the "Accounting Principles"). Within thirty (30) days after the Parties' receipt of the completed Closing Date Balance Sheet, Mr. Xxxxxxxxxx xxx Mr. Xxxxx xxxll mutually determine the net worth of the Company as of the Closing Date (the "Closing Date Net Worth"). The Closing Date Net Worth shall be determined based on the Closing Date Balance Sheet prepared by the Accountants and using the Accounting Principles, provided, however, that inventory shall be determined on a LIFO basis and sixty percent (60%) of the increase in the LIFO reserve for the period commencing on January 1, 1998 and ending on the Closing Date shall be added to determine the Closing Date Net Worth. The determination by Mr. Xxxxxxxxxx xxx Mr. Xxxxx xxxh respect to the Closing Date Balance Sheet and the Closing Date Net Worth shall be conclusive and binding upon the Parties. (b) In connection with the preparation of the Closing Date Balance SheetsSheet, the Stockholders Accountants will conduct, at the cost and the Companies shall permit the Reviewer (as defined below) and other representatives expense of UAG to conduct SAG and/or Sub, a physical inventory at each the location where inventory is held by the Companies. (b) Within sixty (60) days after delivery Company and, from the results of such inventory and prior to the Closing Date, prepare, at the cost and expense of SAG and/or Sub, a schedule setting forth the nature and quality of such inventory to be included in the Closing Date Balance Sheets, (i) Coopers & Xxxxxxx or such other accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheets in such manner as UAG and the Reviewer deem appropriate, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance Sheets"), together with the Reviewer's report thereon, to the StockholdersSheet. The Reviewed Balance Sheets (i) determination of the Accountants with respect to such inventory shall be prepared on conclusive and binding upon the same basis and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(ii) hereof. UAG and the Reviewer shall have the opportunity to consult with the Stockholders, the Companies and each of the accountants and other representatives of the Stockholders and the Companies and to examine the work papers, schedules and other documents prepared by the Stockholders, the Companies and each of such accountants and other representatives during the preparation of the Closing Date Balance Sheets. The Stockholders and the Stockholders' independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, schedules and other documents prepared by the Reviewer during the preparation of the Reviewed Balance SheetsParties. (c) The Stockholders shall have a period of forty-five (45) days after delivery of the Reviewed Balance Sheets to present in writing to UAG all objections the Stockholders may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 45-day period, the Reviewed Balance Sheets shall be deemed accepted and approved by the Stockholders and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the Stockholders. (d) If the Stockholders shall raise any objection within such 45-day period, UAG and the Stockholders shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolution. (e) If such dispute cannot be resolved by UAG and the Stockholders within sixty (60) days after the delivery of the Reviewed Balance Sheets, then the specific matters in dispute shall be submitted to a firm of independent public accountants mutually acceptable to UAG and the Stockholders, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG and the Stockholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG and the Stockholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e) shall be paid one-half by UAG and one-half by the Stockholders. (f) UAG and the Stockholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders pursuant to Section 1.3(e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Date Net Worth as shown on the Reviewed Balance Sheets as finally determined through the operation of Sections 1.3 (a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be is less than the Net Worth of the Companies as set forth on the November 30 Balance Sheets zero (which balance sheets are attached hereto as Schedule 2.50) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders shall pay to UAG at Sub, on a dollar for dollar basis, the Supplemental Closing, entire amount of such Net Worth Deficiency (the "New Worth Deficiency Payment Amount") by wire transfer of or other immediately available funds to an account designated in writing by UAG at least two within three (23) Business Days prior business days after the date on which the Closing Date Net Worth has been determined (the "CDNW Determination Date"), together with interest on such amount from the Closing Date to the date of the Supplemental ClosingCDNW Determination Date at the prime rate or its equivalent (as announced from time to time by Citibank, an amount equal to the Net Worth DeficiencyN.A.). (iid) Net Worth", computed in connection with If the Closing Date Balance SheetsNet Worth is greater than zero (0) (the amount of any such excess being referred to herein as the "Net Worth Excess"), the Company Balance Sheets and Sub shall pay to the Reviewed Balance Sheets, shall mean the amount by which the total assets (not including intangible assets) exceed the total liabilities reflected, in each caseStockholders, on a dollar for dollar basis, the balance sheets entire amount of Companies comprising such Net Worth Excess (the "Net Worth Excess Payment Amount") by wire transfer or other immediately available funds within three (3) business days after the CDNW Determination Date, together with interest on such amount from the Closing Date Balance Sheetsto the date of the CDNW Determination Date at the prime rate or its equivalent (as announced from time to time by Citibank, N.A.). The Net Worth Excess Payment Amount shall be allocated to the Company Balance Sheets or Stockholders on the Reviewed Balance Sheets, same ratio basis as the case may beMerger Consideration is allocated amongst the Stockholders in accordance with ADDENDUM 1.

Net Worth Adjustment. (a) On the Closing Date, or as As soon as practicable after the Closing Date, the Stockholders Stockholder shall deliver to UAG Sub a balance sheets sheet of the Companies Company dated as of the Closing Date (such balance sheets sheet so delivered are is referred to herein as the "Closing Date Balance SheetsSheet"). The Closing Date Balance Sheets Sheet shall be prepared in good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the November 30 Balance Sheets Company Financial Statements (as defined in Section SECTION 2.5 hereof), subject to the modifications, adjustments and exceptions to such accounting principles, methods and practices set forth on SCHEDULE 1.2(a) hereto (such accounting principles, methods and practices as so modified and adjusted, and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance SheetsSheet, the Stockholders Stockholder and the Companies shall permit Company and the Reviewer (as defined below) and other representatives of UAG to Sub will conduct a physical inventory at each location where inventory is held by the CompaniesCompany. From the results of such inventory and prior to the Closing Date, Sub and the Stockholder (or the respective representatives thereof) will prepare a schedule, which shall be signed by each of Sub and the Stockholder, setting forth the nature and quality of such inven- tory and such other items as shall be agreed upon by Sub and the Stockholder to be included in the Closing Date Balance Sheet. (b) Within sixty forty-five (6045) days after delivery of the Closing Date Balance SheetsSheet, (i) Coopers & Xxxxxxx or such other national accounting firm (the "Reviewer") as may be selected by UAG Sub, shall audit or otherwise review the Closing Date Balance Sheets Sheet in such manner as UAG Sub and the Reviewer deem appropriate, and (ii) UAG Sub shall deliver such reviewed balance sheet (the "Reviewed Balance SheetsSheet"), together with the Reviewer's report thereon, to the StockholdersStockholder. The Reviewed Balance Sheets Sheet (i) shall be prepared on the same basis and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(iSECTION 1.2(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(iiSECTION 1.2(g)(iii) hereof. UAG Sub and the Reviewer shall have the opportunity to consult with the StockholdersStockholder, the Companies Company and each of the accountants and other representatives of the Stockholders Stockholder and the Companies Company and to examine the work papers, schedules and other documents prepared by the StockholdersStockholder, the Companies Company and each of such accountants and other representatives during the preparation of the Closing Date Balance SheetsSheet. The Stockholders Stockholder and the Stockholders' Stockholder's independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, schedules and other documents prepared by Sub and the Reviewer during the preparation of the Reviewed Balance SheetsSheet. (c) The Stockholders Stockholder shall have a period of forty-five (45) days after delivery to the Stockholder of the Reviewed Balance Sheets Sheet to present in writing to UAG Sub all objections the Stockholders Stockholder may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. During said forty-five (45) day period, the Stockholder, their accountants and other representatives of the Stockholder may, at the office of the Company or the office of the Reviewer, as determined by Stockholder, examine Reviewer's work papers, schedules, research notes and all correspondence between Reviewer and Sub or UAG or any representative of Sub or UAG, which relate to the Closing Date Balance Sheet or Reviewed Balance Sheet and any entry thereto made, considered or proposed by Reviewer. If no objections are raised within such 45-45- day period, the Reviewed Balance Sheets Sheet shall be deemed accepted and approved by the Stockholders Stockholder and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG Sub and the StockholdersStockholder. (d) If the Stockholders Stockholder shall raise any objection within such the 45-day period, UAG Sub and the Stockholders Stockholder shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolution. (e) If such dispute cannot be resolved by UAG Sub and the Stockholders Stockholder within sixty (60) days after the delivery of the Reviewed Balance SheetsSheet, then the specific matters in dispute shall be submitted to a firm of independent certified public accountants having a reputation for special expertise in automobile dealership accounting and mutually acceptable to UAG Sub and the StockholdersStockholder, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG Sub and the Stockholders Stockholder and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG Sub and the StockholdersStockholder. The fees and expenses of the accounting firm referred to in this Section 1.3(eSECTION 1.2(e) shall be paid one-one half by UAG Sub and one-one half by the StockholdersStockholder. (f) UAG Sub and the Stockholders Stockholder agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG Sub and the Stockholders Stockholder pursuant to Section 1.3(eSECTION 1.2 (e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Net Worth as shown on the Reviewed Balance Sheets Sheet as finally determined through the operation of Sections 1.3 SECTIONS 1. 2 (a) through THROUGH (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the Net Worth of the Companies as set forth on the November 30 Balance Sheets Two Million Three Hundred Thousand Dollars (which balance sheets are attached hereto as Schedule 2.5$2,300,000) (the amount of any such deficiency being referred to herein as the "Net Worth DeficiencyDefi- ciency"), the Stockholders Stockholder shall pay to UAG Sub at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by UAG at least Sub within two (2) Business Days prior to of the date of the Supplemental Closing, an amount equal to the Net Worth Deficiency, together with interest on such amount from the date that is two Business Days after the Reviewed Balance Sheet is delivered to the Stockholder until such amount is paid in full at the prime rate or its equivalent (as announced from time to time by Citibank, N.A.). (ii) If the Net Worth", computed in connection with Worth as shown on the Closing Date Balance Sheets, Sheet is equal to or greater than Two Million Three Hundred Thousand Dollars ($2,300,000) and the Company Balance Sheets and Net Worth as shown on the Reviewed Balance Sheets, Sheet as finally determined through the operation of SECTIONS 1.2 (a) THROUGH (e) hereof shall mean be greater than the amount by which the total assets (not including intangible assets) exceed the total liabilities reflected, in each case, Net Worth as shown on the balance sheets of Companies comprising the Closing Date Balance SheetsSheet, then Sub shall pay to the Company Balance Sheets or Stockholder at the Supplemental Closing an amount equal to the difference between the Net Worth as shown on the Reviewed Balance Sheets, Sheet and the Net Worth as shown on the case may beClosing Date Balance Sheet.

Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable Within 60 days after the Closing Date, the Stockholders Paramount shall prepare and deliver to UAG the Sellers (i) an unaudited consolidated balance sheets sheet of the Companies dated Company and the Company Subsidiaries as of the close of business on the Closing Date (such balance sheets so delivered are referred to herein as the "“Closing Date Balance Sheets"Sheet”). The Closing Date Balance Sheets shall be prepared in good faith , (ii) an unaudited consolidated statement of income of the Company and the Company Subsidiaries for the period beginning on the same basis April 1, 2007 and in accordance with the accounting principles, methods and practices used in preparing the November 30 Balance Sheets (as defined in Section 2.5 hereof) (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of ending on the Closing Date Balance Sheets(the “Closing Income Statement”) and (iii) a statement (the “Statement”) setting forth (a) Target Net Worth, (b) Closing Net Worth and (c) the amount by which Closing Net Worth exceeds the Target Net Worth or the amount by which Target Net Worth exceeds the Closing Net Worth. For the avoidance of doubt, notwithstanding any requirement to the contrary under GAAP, the Stockholders Closing Balance Sheet, the Closing Income Statement, Closing Net Worth and Target Net Worth shall each exclude any amounts attributable to any Affiliate of the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct Company or any Seller that is not a Company Subsidiary. At Paramount’s option, a physical inventory at each location where inventory is held shall be conducted by the CompaniesCompany and the Company Subsidiaries consistent with past practice on or before the Closing Date for the purpose of preparing the Statement, and each of the Sellers and Paramount and their respective independent auditors shall have the right to observe the taking of such physical inventory. Paramount shall pay and be responsible for any and all costs or expenses incurred in connection with such taking of physical inventory. (b) Within sixty During the 30-day period following the Sellers’ receipt of the Statement, the Sellers shall be permitted to review Paramount’s working papers relating to the Statement. The Statement shall become final and binding upon the parties on the 30th day following delivery thereof, unless the Sellers give joint written notice of their disagreement with the Statement (60“Notice of Disagreement”) days after to Paramount prior to such date. Any Notice of Disagreement shall (A) specify in reasonable detail the nature of any disagreement so asserted and (B) only include disagreements based on mathematical errors or based on Closing Net Worth not being calculated in accordance with this Section 1.7. If a Notice of Disagreement is received by Paramount in a timely manner, then the Statement (as revised in accordance with clause (I) or (II) below) shall become final and binding upon the Sellers and Paramount on the earlier of (I) the date the Sellers and Paramount resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (II) the date any disputed matters are finally resolved in writing by the Accounting Firm (as defined below). During the 30-day period following the delivery of a Notice of Disagreement, the Closing Date Balance SheetsSellers and Paramount shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. During such period, (i) Coopers & Xxxxxxx or Paramount and its auditors shall have access to the working papers of the Sellers and their Representatives prepared in connection with the Notice of Disagreement. At the end of such other 30-day period, the Sellers and Paramount shall submit to an independent accounting firm (the "Reviewer"“Accounting Firm”) for review and resolution any and all matters that remain in dispute and that were properly included in the Notice of Disagreement. The Accounting Firm shall be Deloitte & Touche or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by the parties hereto in writing. The Sellers and Paramount shall jointly instruct the Accounting Firm to render its decision within 60 days following its appointment. The Sellers and Paramount agree that judgment may be selected entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The cost of any arbitration (including the fees and expenses of the Accounting Firm and reasonable attorney fees and expenses of the parties) pursuant to this Section 1.7 shall be borne by UAG shall audit or otherwise review the Closing Date Balance Sheets in such manner as UAG Paramount and the Reviewer deem appropriateSellers in inverse proportion as they may prevail on matters resolved by the Accounting Firm, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance Sheets"), together with the Reviewer's report thereon, to the Stockholders. The Reviewed Balance Sheets (i) which proportionate allocations shall be prepared based on the same basis dollar value of the matters so resolved and in accordance with shall be determined by the Accounting Principles and (ii) shall include a schedule showing Firm at the computation time the determination of the Final Net Worth (as defined in Section 1.3(g)(i) hereof), computed in accordance with Accounting Firm is rendered on the definition of Net Worth set forth in Section 1.3(g)(ii) hereof. UAG and the Reviewer shall have the opportunity to consult with the Stockholders, the Companies and each merits of the accountants and other representatives of the Stockholders and the Companies and to examine the work papers, schedules and other documents prepared by the Stockholders, the Companies and each of such accountants and other representatives during the preparation of the Closing Date Balance Sheets. The Stockholders and the Stockholders' independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, schedules and other documents prepared by the Reviewer during the preparation of the Reviewed Balance Sheetsmatters submitted. (c) The Stockholders Cash Consideration shall have a period of forty-five be increased by the amount by which Closing Net Worth exceeds the Target Net Worth, and the Cash Consideration shall be decreased by the amount by which Closing Net Worth is less than the Target Net Worth (45) days the Cash Consideration as so increased or decreased shall hereinafter be referred to as the “Adjusted Cash Consideration”). If the Closing Cash Consideration is less than the Adjusted Cash Consideration, Paramount shall, and if the Closing Cash Consideration is more than the Adjusted Cash Consideration, the Sellers shall, within 10 Business Days after delivery the Statement becomes final and binding on the parties, make payment by wire transfer in immediately available funds of the Reviewed Balance Sheets amount of such difference, together with interest thereon at a rate equal to present in writing to UAG all objections 5.5% per annum, calculated on the Stockholders may have to any basis of the matters set forth or reflected thereinactual number of days elapsed over 365, which objections shall be set forth in reasonable detail. If no objections are raised within such 45-day period, from the Reviewed Balance Sheets shall be deemed accepted and approved by Closing Date to the Stockholders and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration date of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the Stockholderspayment. (d) If The parties to this Agreement agree that following the Stockholders Closing they shall raise not take any objection within such 45-day period, UAG actions with respect to the accounting books and records of the Company on which the Statement is to be based that would obstruct or prevent the preparation of the Statement and the Stockholders shall attempt to resolve the matter or matters determination of Closing Net Worth as provided in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolutionthis Section 1.7. (e) If such dispute cannot be resolved by UAG During the period of time from and the Stockholders within sixty (60) days after the date of delivery of the Reviewed Balance Sheets, then Statement to the specific matters in dispute shall be submitted Sellers through the resolution of any adjustment to a firm of independent public accountants mutually acceptable to UAG and the Stockholders, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG and the Stockholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination Cash Consideration contemplated by UAG and the Stockholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e) 1.7, Paramount shall be paid one-half by UAG cause the Company to afford to the Sellers and one-half any accountants, counsel or financial advisers retained by the Stockholders. (f) UAG and the Stockholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders pursuant to Section 1.3(e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Net Worth as shown on the Reviewed Balance Sheets as finally determined through the operation of Sections 1.3 (a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the Net Worth of the Companies as set forth on the November 30 Balance Sheets (which balance sheets are attached hereto as Schedule 2.5) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders shall pay to UAG at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by UAG at least two (2) Business Days prior to the date of the Supplemental Closing, an amount equal to the Net Worth Deficiency. (ii) Net Worth", computed Sellers in connection with any adjustment to the Closing Date Balance Sheets, Cash Consideration contemplated by this Section 1.7 reasonable access during normal business hours to the Company Balance Sheets Company’s books and records to the Reviewed Balance Sheets, shall mean extent relevant to the amount adjustment contemplated by which the total assets (not including intangible assets) exceed the total liabilities reflected, in each case, on the balance sheets of Companies comprising the Closing Date Balance Sheets, the Company Balance Sheets or the Reviewed Balance Sheets, as the case may bethis Section 1.7.

Net Worth Adjustment. TMENT (a) On the Closing Date, or as soon as practicable (but no later than thirty (30) days) after the Closing Date, the Stockholders shall deliver to UAG balance sheets of the Companies dated as of the Closing Date (such balance sheets so delivered are referred to herein as the "Closing Date Balance Sheets"). The Closing Date Balance Sheets shall be prepared in good faith on the same basis and in accordance with the accounting principlesCompany Accounting Principles, methods and practices used in preparing the November 30 Balance Sheets (as defined in Section 2.5 hereof) applicable (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance Sheets, the Stockholders and the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Companies. (b) Within sixty (60) days after delivery of the Closing Date Balance Sheets, (i) Coopers & Xxxxxxx or such other accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheets in such manner as UAG and the Reviewer deem appropriate, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance Sheets"), together with the Reviewer's report thereon, to the Stockholders. The Reviewed Balance Sheets (i) shall be prepared on the same basis and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i1.4(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(ii1.4(g)(iii) hereof. UAG and the Reviewer shall have the opportunity to consult with the Stockholders, the Companies and each of the accountants and other representatives of the Stockholders and the Companies and to examine the work papers, schedules and other documents prepared by the Stockholders, the Companies and each of such accountants and other representatives during the preparation of the Closing Date Balance Sheets. The Stockholders and the Stockholders' independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, papers and schedules and other documents prepared by the Reviewer during the preparation of the Reviewed Balance Sheets. (c) The Stockholders shall have a period of forty-five (45) days after delivery of the Reviewed Balance Sheets to present in writing to UAG all objections the Stockholders may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 45-day period, the Reviewed Balance Sheets shall be deemed accepted and approved by the Stockholders and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the Stockholders. (d) If the Stockholders shall raise any objection within such the 45-day period, UAG and the Stockholders shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolution. (e) If such dispute cannot be resolved by UAG and the Stockholders within sixty ninety (6090) days after the delivery of the Reviewed Balance Sheets, then the specific matters in dispute shall be submitted to a firm of independent public accountants mutually acceptable to UAG and the Stockholders, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG and the Stockholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG and the Stockholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e1.4(e) shall be paid one-one half by UAG and one-half by the Stockholders. (f) UAG and the Stockholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders pursuant to Section 1.3(e1.4(e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Net Worth as shown on the Reviewed Balance Sheets as finally determined through the operation of Sections 1.3 1.4 (a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the Net Worth of the Companies as set forth on the November 30 Balance Sheets Five Million Dollars (which balance sheets are attached hereto as Schedule 2.5$5,000,000) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders shall pay to UAG at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by UAG at least within two (2) Business Days prior to of the date of the Supplemental Closing, an amount equal to the Net Worth Deficiency, together with interest on such amount from the Closing Date to the date of the Supplemental Closing at the prime rate or its equivalent (as announced from time to time by Citibank, N.A.). (ii) If the Net Worth", computed in connection with Worth as shown on the Closing Date Balance Sheets, Sheets is equal to or greater than Five Million Dollars ($5,000,000) and the Company Balance Sheets and Net Worth as shown on the Reviewed Balance Sheets, Sheets as finally determined through the operation of Sections 1.4(a) through (e) hereof shall mean be greater than the amount by which the total assets (not including intangible assets) exceed the total liabilities reflected, in each case, Net Worth as shown on the balance sheets of Companies comprising the Closing Date Balance Sheets, Sheets (the Company Balance Sheets or the Reviewed Balance Sheets, amount of any such excess being referred to as the case may be"Net Worth Excess"), UAG shall pay to the Stockholders, by wire transfer of immediately available funds to an account designated in writing within two (2) Business Days of the Supplemental Closing, an amount equal to the Net Worth Excess, together with interest on such amount from the Closing Date to the date of the Supplemental Closing at the prime rate or its equivalent (as announced from time to time by Citibank, N.A.).

Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable thereafter (but no later than 45 days after the Closing Date), the Stockholders shall prepare and deliver to UAG a combined balance sheets sheet of the Companies dated as of the close of business on the Closing Date (such balance sheets sheet so delivered are is referred to herein as the "Closing Date Balance SheetsSheet"). The Closing Date Balance Sheets Sheet shall be prepared in good faith accordance with GAAP applied on the same a basis and in accordance consistent with the accounting principlespractices and principles set forth on Exhibit "A-1" hereto and subject to the adjustments set forth on Exhibit "A-2" hereto. At the same time, methods the Stockholders shall also prepare and practices used in preparing deliver to UAG a schedule of Net Worth as of the November 30 Balance Sheets same date (as defined in Section 2.5 hereof1.4(g)(iii) hereof (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting PrinciplesSchedule of Net Worth")). In connection with the preparation of the Closing Date Balance SheetsSheet, the Stockholders and the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Companies, and the Stockholders, the Companies, and their representatives shall be permitted to observe and participate in such inventory. (b) Within sixty (60) days after delivery of the Closing Date Balance Sheets, (i) Coopers & Xxxxxxx or such other "big 6" accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheets in such manner as Sheet and the Schedule of Net Worth delivered by the Stockholders to the extent UAG and the Reviewer deem appropriate. Within seventy-five (75) days after delivery of the Closing Date Balance Sheet and Schedule of Net Worth, and (ii) UAG shall deliver such a reviewed balance sheet (the "Reviewed Balance SheetsSheet"), together with the Reviewer's report thereon, ) and a reviewed schedule of net worth ("Reviewed Schedule of Net Worth") to the Stockholders. The Reviewed Balance Sheets (i) Sheet and the Reviewed Schedule of Net Worth shall be prepared on by UAG with the Reviewer's assistance in the same basis manner as is provided in subparagraph (a) above for the Closing Date Balance Sheet and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i) hereof), computed in accordance with the definition Schedule of Net Worth set forth in Section 1.3(g)(iiWorth. (c) hereof. UAG and the Reviewer shall have the opportunity to consult with the Stockholders, the Companies and each of the accountants and other representatives of the Stockholders and the Companies and to examine the work papers, papers and schedules and other documents prepared by the Stockholders, the Companies and each of such accountants and other representatives during after the preparation of the Closing Date Balance SheetsSheet and Schedule of Net Worth. The Stockholders and the Stockholders' independent public accountants their representatives shall have the opportunity to consult with UAG, the Companies and their accountants, the Reviewer and other representatives and to examine the work papers, papers and schedules and other documents prepared by UAG and the Reviewer during the after preparation of the Reviewed Balance SheetsSheet and the Reviewed Schedule of Net Worth. (cd) The Stockholders shall have a period of forty-five (45) days after delivery of the Reviewed Balance Sheets Sheet and the Reviewed Schedule of Net Worth to present in writing to UAG all objections the Stockholders may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 45-day period, the Reviewed Balance Sheets Sheet and Reviewed Schedule of Net Worth shall be deemed accepted and approved by the Stockholders and a supplemental closing (Stockholders, in which event the "Supplemental Closing") net worth reflected on the Reviewed Schedule of Net Worth shall take place within five (5) Business Days following be deemed the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the Stockholders. (d) Final Net Worth. If the Stockholders shall raise any objection within such 45-day period, UAG and the Stockholders shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing net worth agreed upon in writing by UAG and the Stockholders shall take place within five (5) Business Days following such resolutionbe deemed the Final Net Worth. (e) If such dispute cannot be resolved by UAG and the Stockholders within sixty (60) days after the delivery of the Reviewed Balance SheetsSheet and Reviewed Schedule of Net Worth, then the specific matters in dispute shall be submitted to a firm of independent public accountants mutually acceptable to UAG and the Stockholders (or if agreement is not reached on such firm within five (5) Business Days, a "big 6" accounting firm selected by lot after excluding one firm designated by UAG and one firm designated by the Stockholders provided that such firm has not previously been retained by UAG or the Stockholders), which firm shall make a final and binding determination of the Net Worth of the Companies as of the close of business on the Closing Date in accordance with the provisions of this Section 1.4, which determination shall be deemed the Final Net Worth. UAG and the Stockholders shall inform such firm in writing as to their respective positions concerning the specific matters in dispute, and shall make readily available to such matter or firm any books, records and work papers relevant to such firm's resolution of the disputed matters. Such accounting firm shall send its written determination to UAG and the Stockholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG and the Stockholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e1.4(e) shall be paid one-half by UAG and one-half by the Stockholders. (f) UAG and the Stockholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders pursuant to Section 1.3(e1.4(e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Final Net Worth as shown on the Reviewed Balance Sheets as finally determined through the operation of Sections 1.3 (a1.4(a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the amount of the Net Worth as of the Companies July 31, 1997 as set forth on the November 30 Balance Sheets (which balance sheets are attached hereto as Schedule 2.51.4(g)(i) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders shall pay to UAG at the Supplemental ClosingClosing (as defined below), by wire transfer of immediately available funds to an account designated in writing by UAG at least two (2) Business Days prior to the date of the Supplemental Closing, an amount equal to the Net Worth Deficiency. (ii) If the Final Net Worth", computed in connection with the Closing Date Balance Sheets, the Company Balance Sheets and the Reviewed Balance Sheets, Worth shall mean be more than the amount by which of the total assets Net Worth as of July 31, 1997 as set forth on Schedule 1.4(g)(i) (not including intangible assets) exceed the total liabilities reflected, in each case, on the balance sheets amount of Companies comprising the Closing Date Balance Sheets, the Company Balance Sheets or the Reviewed Balance Sheets, any such excess being referred to herein as the case may be"Net Worth Excess"), Sub shall pay to the Stockholders at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by the Stockholders two (2) Business Days prior to the date of the Supplemental Closing, an amount equal to the Net Worth Excess.

Net Worth Adjustment. (a) On the Closing Date, or as As soon as practicable after the Closing Date, the Stockholders Shareholders shall deliver to UAG a balance sheets sheet of the Companies Partnership dated as of the Closing Date (such balance sheets sheet so delivered are is referred to herein as the "Closing Date Balance SheetsSheet"). The Closing Date Balance Sheets Sheet shall be prepared in good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the November 30 Balance Sheets Financial Statements (as defined in Section 2.5 hereof) (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance SheetsSheet, the Stockholders Shareholders and the Companies shall permit and the Reviewer (as defined below) and other representatives of UAG to will conduct a physical inventory at each location where inventory is held by the CompaniesCompanies and the Partnership. From the results of such inventory and prior to the Closing Date, UAG and the Shareholders (or the respective representatives thereof) will prepare a schedule, which shall be signed by each of UAG and the Shareholders, setting forth the nature and quality of such inventory and such other items as shall be agreed upon by UAG and the Shareholders to be included in the Closing Date Balance Sheet. (b) Within sixty (60) days after delivery of the Closing Date Balance SheetsSheet, (i) Coopers & Xxxxxxx or such other national accounting firm (the "Reviewer") as may be selected by UAG UAG, shall audit or otherwise review the Closing Date Balance Sheets Sheet in such manner as UAG and the Reviewer deem appropriate, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance SheetsSheet"), together with the Reviewer's report thereon, to the StockholdersShareholders. The Reviewed Balance Sheets Sheet (i) shall be prepared on the same basis and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i1.12(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(ii1.12(g)(iii) hereof. UAG and the Reviewer shall have the opportunity to consult with the StockholdersShareholders, the Companies Companies, the Partnership and each of the accountants and other representatives of the Stockholders and Shareholders, the Companies and to the Partnership and examine the work papers, schedules and other documents prepared by the StockholdersShareholders, the Companies Companies, the Partnership and each of such accountants and other representatives during the preparation of the Closing Date Balance SheetsSheet. The Stockholders Shareholders and the StockholdersShareholders' independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, papers and schedules and other documents prepared by UAG and the Reviewer during the preparation of the Reviewed Balance SheetsSheet. (c) The Stockholders Shareholders shall have a period of forty-five (45) days after delivery to the Shareholders of the Reviewed Balance Sheets Sheet to present in writing to UAG all objections the Stockholders Shareholders may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. During said forty-five (45) day period, the Shareholders, their accountants and other representatives of the Shareholders may, at the office of the Dealerships or the office of the Reviewer, examine Reviewer's work papers and schedules, which relate to the Closing Date Balance Sheet or Reviewed Balance Sheet and any entry thereto made by Reviewer. If no objections are raised within such 45-day period, the Reviewed Balance Sheets Sheet shall be deemed accepted and approved by the Stockholders Shareholders and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the StockholdersShareholders. (d) If the Stockholders Shareholders shall raise any objection within such the 45-day period, UAG and the Stockholders Shareholders shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolution. (e) If such dispute cannot be resolved by UAG and the Stockholders Shareholders within sixty ninety (6090) days after the delivery of the Reviewed Balance SheetsSheet, then the specific matters in dispute shall be submitted to a firm of independent certified public accountants having a reputation for special expertise in automobile dealership accounting and mutually acceptable to UAG and the StockholdersShareholders, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG and the Stockholders Shareholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG and the StockholdersShareholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e1.12(e) shall be paid one-one half by UAG and one-one half by the StockholdersShareholders. (f) UAG and the Stockholders Shareholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders Shareholders pursuant to Section 1.3(e1.12 (e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Net Worth as shown on the Reviewed Balance Sheets Sheet as finally determined through the operation of Sections 1.3 1.12 (a) through (e) hereof plus the amount of the Additional Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the Net Worth of the Companies Partnership as set forth on the November 30 Balance Sheets Partnership's September 30, 1996 balance sheet (which balance sheets are sheet is attached hereto as Schedule 2.51.12(g)) plus any LIFO increment recorded up to the date of the Closing Date Balance Sheet (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders Shareholders shall pay to UAG at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by UAG at least within two (2) Business Days prior to of the date of the Supplemental Closing, an amount equal to the Net Worth Deficiency, together with interest on such amount from the Closing Date to the date of the Supple- mental Closing at the prime rate or its equivalent (as announced from time to time by Citibank, N.A.). (ii) If the Final Net Worth"Worth shall be more than the Net Worth of the Partnership as set forth in the Partnership's September 30, computed in connection with 1996 Balance Sheet plus any LIFO increment recorded up to the date of the Closing Date Balance Sheets, the Company Balance Sheets and the Reviewed Balance Sheets, shall mean Sheet (the amount of any such surplus being referred to herein as the "Net Worth Surplus"), UAG shall pay to the Shareholders at the Supplemental Closing, by which wire transfer of immediately available funds to an account designated in writing by the total assets Shareholders within two (not including intangible assets2) exceed Business Days of the total liabilities reflecteddate of the Supplemental Closing, in each casean amount equal to the Net Worth Surplus, together with interest on the balance sheets of Companies comprising such amount from the Closing Date Balance Sheetsto the date of the Supplemental Closing at the prime rate or its equivalent (as announced from time to time by Citibank, the Company Balance Sheets or the Reviewed Balance Sheets, as the case may beN.A.).

Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable thereafter (but no later than 45 days after the Closing Date), the Stockholders shall prepare and deliver to UAG a combined balance sheets sheet of the Companies dated as of the close of business on the Closing Date (such balance sheets sheet so delivered are is referred to herein as the "Closing Date Balance SheetsSheet"). The Closing Date Balance Sheets Sheet shall be prepared in good faith accordance with GAAP applied on the same a basis and in accordance consistent with the accounting principlespractices and principles set forth on Exhibit "A-1" hereto and subject to the adjustments set forth on Exhibit "A-2" hereto. At the same time, methods the Stockholders shall also prepare and practices used in preparing deliver to UAG a schedule of Net Worth as of the November 30 Balance Sheets same date (as defined in Section 2.5 hereof1.15(g)(iii) hereof (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting PrinciplesSchedule of Net Worth")). In connection with the preparation of the Closing Date Balance SheetsSheet, the Stockholders and the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Companies, and the Stockholders, the Companies, and their representatives shall be permitted to observe and participate in such inventory. (b) Within sixty (60) days after delivery of the Closing Date Balance Sheets, (i) Coopers & Xxxxxxx or such other "big 6" accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheets in such manner as Sheet and the Schedule of Net Worth delivered by the Stockholders to the extent UAG and the Reviewer deem appropriate. Within seventy-five (75) days after delivery of the Closing Date Balance Sheet and Schedule of Net Worth, and (ii) UAG shall deliver such a reviewed balance sheet (the "Reviewed Balance SheetsSheet"), together with the Reviewer's report thereon, ) and a reviewed schedule of net worth ("Reviewed Schedule of Net Worth") to the Stockholders. The Reviewed Balance Sheets (i) Sheet and the Reviewed Schedule of Net Worth shall be prepared on by UAG with the Reviewer's assistance in the same basis manner as is provided in subparagraph (a) above for the Closing Date Balance Sheet and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i) hereof), computed in accordance with the definition Schedule of Net Worth set forth in Section 1.3(g)(iiWorth. (c) hereof. UAG and the Reviewer shall have the opportunity to consult with the Stockholders, the Companies and each of the accountants and other representatives of the Stockholders and the Companies and to examine the work papers, papers and schedules and other documents prepared by the Stockholders, the Companies and each of such accountants and other representatives during after the preparation of the Closing Date Balance SheetsSheet and Schedule of Net Worth. The Stockholders and the Stockholders' independent public accountants their representatives shall have the opportunity to consult with UAG, the Companies and their accountants, the Reviewer and other representatives and to examine the work papers, papers and schedules and other documents prepared by UAG and the Reviewer during the after preparation of the Reviewed Balance SheetsSheet and the Reviewed Schedule of Net Worth. (cd) The Stockholders shall have a period of forty-five (45) days after delivery of the Reviewed Balance Sheets Sheet and the Reviewed Schedule of Net Worth to present in writing to UAG all objections the Stockholders may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 45-day period, the Reviewed Balance Sheets Sheet and Reviewed Schedule of Net Worth shall be deemed accepted and approved by the Stockholders and a supplemental closing (Stockholders, in which event the "Supplemental Closing") net worth reflected on the Reviewed Schedule of Net Worth shall take place within five (5) Business Days following be deemed the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the Stockholders. (d) Final Net Worth. If the Stockholders shall raise any objection within such 45-day period, UAG and the Stockholders shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing net worth agreed upon in writing by UAG and the Stockholders shall take place within five (5) Business Days following such resolutionbe deemed the Final Net Worth. (e) If such dispute cannot be resolved by UAG and the Stockholders within sixty (60) days after the delivery of the Reviewed Balance SheetsSheet and Reviewed Schedule of Net Worth, then the specific matters in dispute shall be submitted to a firm of independent public accountants mutually acceptable to UAG and the Stockholders (or if agreement is not reached on such firm within five (5) Business Days, a "big 6" accounting firm selected by lot after excluding one firm designated by UAG and one firm designated by the Stockholders provided that such firm has not previously been retained by UAG or the Stockholders), which firm shall make a final and binding determination of the Net Worth of the Companies as of the close of business on the Closing Date in accordance with the provisions of this Section 1.15, which determination shall be deemed the Final Net Worth. UAG and the Stockholders shall inform such firm in writing as to their respective positions concerning the specific matters in dispute, and shall make readily available to such matter or firm any books, records and work papers relevant to such firm's resolution of the disputed matters. Such accounting firm shall send its written determination to UAG and the Stockholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG and the Stockholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e1.15(e) shall be paid one-half by UAG and one-half by the Stockholders. (f) UAG and the Stockholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders pursuant to Section 1.3(e1.15(e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Final Net Worth as shown on the Reviewed Balance Sheets as finally determined through the operation of Sections 1.3 (a1.15(a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the amount of the Net Worth as of the Companies July 31, 1997 as set forth on the November 30 Balance Sheets (which balance sheets are attached hereto as Schedule 2.51.15(g)(i) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders shall pay to UAG at the Supplemental ClosingClosing (as defined below), by wire transfer of immediately available funds to an account designated in writing by UAG at least two (2) Business Days prior to the date of the Supplemental Closing, an amount equal to the Net Worth Deficiency. (ii) If the Final Net WorthWorth shall be more than the amount of the Net Worth as of July 31, 1997 as set forth on Schedule 1.15(g)(i) (the amount of any such excess being referred to herein as the ", computed in connection with the Closing Date Balance SheetsNet Worth Excess"), the Company Balance Sheets and Merger Subs shall pay to the Reviewed Balance SheetsStockholders at the Supplemental Closing, shall mean by wire transfer of immediately available funds to an account designated in writing by the Stockholders two (2) Business Days prior to the date of the Supplemental Closing, an amount by which equal to the total assets (not including intangible assets) exceed the total liabilities reflected, in each case, on the balance sheets of Companies comprising the Closing Date Balance Sheets, the Company Balance Sheets or the Reviewed Balance Sheets, as the case may beNet Worth Excess.

Net Worth Adjustment. i. The Manager will prepare and deliver at the Closing to the Company (aA) On an unaudited consolidated balance sheet for the Advisor Parties as of the most recent date such a balance sheet is prepared in the ordinary course of business, and (B) a calculation as of such date of (I) the consolidated assets of the Advisor Parties calculated in accordance with GAAP and the Trial Closing Net Worth Calculation as of June 30, 2014 in the form attached hereto as Schedule 2.02(d) (the “Closing Net Worth Accounting Principles”) minus (II) the consolidated liabilities of the Advisor Parties, excluding any liabilities for accrued bonus compensation payable to the Chief Executive Officer and personnel providing data analytics directly supporting the investment function of the Company calculated in accordance with the Closing Net Worth Accounting Principles (the “Estimated Manager Closing Net Worth”). ii. At the Closing, if the Estimated Manager Closing Net Worth is a positive figure, then the Company will pay cash to Contributors in the amount of the Estimated Manager Closing Net Worth (allocated two-thirds to PRDM and one-third to Provident), and if the Estimated Manager Closing Net Worth is a negative figure then Contributors will pay cash to the Company in the amount of the Estimated Manager Closing Net Worth (with Contributors allocating such payment obligation two-thirds to PRDM and one-third to Provident). iii. As promptly as practicable following the Closing Date, or as soon as practicable after but in no event more than sixty (60) days following the Closing Date, the Stockholders shall Company will prepare and deliver to UAG Contributors the following: (i) a balance sheets sheet of the Companies dated Advisor Parties as of the Closing Date (such balance sheets so delivered are referred to herein as the "“Closing Date Balance Sheets"). The Closing Date Balance Sheets Sheet”) that shall be prepared in accordance with GAAP (subject to the adjustments set forth therein), and (ii) a calculation of (A) the consolidated assets of the Advisor Parties as of the Closing calculated in accordance with the Closing Net Worth Accounting Principles minus (B) the consolidated liabilities of the Advisor Parties as of the Closing calculated in accordance with the Closing Net Worth Accounting Principles, but excluding any liabilities for accrued bonus compensation payable to the Chief Executive Officer and personnel providing data analytics directly supporting the investment function of the Company (the “Final Manager Closing Net Worth”) (such information, collectively with the Closing Date Balance Sheet, the “Closing Date Financial Information”). Contributors shall have twenty (20) days to review the Closing Date Financial Information (the “Review Period”) and to either confirm the Closing Date Financial Information or notify the Company of any proposed adjustments or objections to the Closing Date Financial Information. iv. Contributors and the Company shall endeavor in good faith on to resolve by mutual agreement all adjustments or objections proposed by Contributors to the same basis Closing Date Financial Information. If Contributors and the Company are unable to resolve any matter with respect to the Closing Date Financial Information within thirty (30) days after the Review Period, the Company and Contributors shall retain a nationally recognized independent accounting firm acceptable to Contributors and the Company (the “Reviewing Accountant”) to resolve any disputed matters as promptly as practicable. The Reviewing Accountant shall (i) address only those disputed matters submitted to the Reviewing Accountant for resolution, (ii) make its determination in writing and in accordance with the accounting principles, methods and practices used in preparing the November 30 Balance Sheets (as defined in Section 2.5 hereof) (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance Sheets, the Stockholders and the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Companies. (b) Within sixty (60) days after delivery of the Closing Date Balance Sheets, (i) Coopers & Xxxxxxx or such other accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheets in such manner as UAG and the Reviewer deem appropriate, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance Sheets"), together with the Reviewer's report thereon, to the Stockholders. The Reviewed Balance Sheets (i) shall be prepared on the same basis and in accordance with the Net Worth Accounting Principles and (iiiii) not assign a value greater than the greatest value for any such item claimed by the Company or Contributors, or smaller than the smallest value for any such item claimed by the Company or Contributors. The parties shall include a schedule showing cooperate in good faith with each other and the computation of the Final Net Worth (as defined Reviewing Accountant in Section 1.3(g)(i) hereof), computed in accordance connection with the definition of Net Worth matters set forth in this Section 1.3(g)(ii2.02(d), including by furnishing such information as may be reasonably requested. The determination of the Reviewing Accountant shall be final and binding with respect to any disputed matters, and not subject to collateral attack for any reason absent manifest error or fraud. Contributors shall pay a portion of the fees and expenses of the Reviewing Accountant equal to 100% multiplied by a fraction, the numerator of which is the amount of disputed amounts submitted to the Reviewing Accountant that are resolved in favor of the Company (that being the difference between the Reviewing Accountant’s determination and Contributors’ determination) hereof. UAG and the Reviewer shall have denominator of which is the opportunity total amount of disputed amounts submitted to consult with the Stockholders, Reviewing Accountant (that being the Companies sum total by which the Company’s determination and each Contributors’ determination differ from the determination of the accountants and other representatives Reviewing Accountant). The Company shall pay that portion of the Stockholders fees and the Companies and to examine the work papers, schedules and other documents prepared by the Stockholders, the Companies and each of such accountants and other representatives during the preparation expenses of the Closing Date Balance Sheets. The Stockholders and Reviewing Accountant that the Stockholders' independent public accountants shall have the opportunity Contributors are not required to consult with the Reviewer and to examine the work papers, schedules and other documents prepared by the Reviewer during the preparation of the Reviewed Balance Sheetspay hereunder. (c) The Stockholders shall have a period of forty-five (45) days after delivery of v. Promptly upon the Reviewed Balance Sheets to present in writing to UAG all objections the Stockholders may have to any final resolution of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 45-day period, the Reviewed Balance Sheets shall be deemed accepted and approved by the Stockholders and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the Stockholders. (d) If the Stockholders shall raise any objection within such 45-day period, UAG and the Stockholders shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolution. (e) If such dispute cannot be resolved by UAG and the Stockholders within sixty (60) days after the delivery of the Reviewed Balance Sheets, then the specific matters in dispute shall be submitted to a firm of independent public accountants mutually acceptable to UAG and the Stockholders, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG and the Stockholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG and the Stockholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e2.02(d), the Company and Contributors shall reconcile the Estimated Manager Closing Net Worth and the Final Manager Closing Net Worth, and (A) if the Estimated Manager Closing Net Worth is greater than the Final Manager Closing Net Worth then Contributors shall be paid onepay such difference in cash to the OP (with Contributors allocating such payment obligation two-half by UAG thirds to PRDM and one-half by third to Provident), and (B) if the Stockholders. (f) UAG and the Stockholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders pursuant to Section 1.3(e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Estimated Manager Closing Net Worth as shown on the Reviewed Balance Sheets as finally determined through the operation of Sections 1.3 (a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be is less than the Final Manager Closing Net Worth of then the Companies as set forth on the November 30 Balance Sheets (which balance sheets are attached hereto as Schedule 2.5) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders OP shall pay such difference in cash to UAG at the Supplemental ClosingContributors, by wire transfer of immediately available funds allocated two-thirds to an account designated in writing by UAG at least two (2) Business Days prior PRDM and one-third to the date of the Supplemental Closing, an amount equal to the Net Worth DeficiencyProvident. (ii) Net Worth", computed in connection with the Closing Date Balance Sheets, the Company Balance Sheets and the Reviewed Balance Sheets, shall mean the amount by which the total assets (not including intangible assets) exceed the total liabilities reflected, in each case, on the balance sheets of Companies comprising the Closing Date Balance Sheets, the Company Balance Sheets or the Reviewed Balance Sheets, as the case may be.

Net Worth Adjustment. (a) On the Closing Date, or as As soon as practicable after the Closing Date, the Stockholders Stockholder shall deliver to UAG Sub a balance sheets sheet of the Companies Company dated as of the Closing Date (such balance sheets sheet so delivered are is referred to herein as the "Closing Date Balance SheetsSheet"). The Closing Date Balance Sheets Sheet shall be prepared in good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the November 30 Balance Sheets Company Financial Statements (as defined in Section SECTION 2.5 hereof), subject to the modifications, adjustments and exceptions to such accounting principles, methods and practices set forth on SCHEDULE 1.2(a) hereto (such accounting principles, methods and practices as so modified and adjusted, and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance SheetsSheet, the Stockholders Stockholder and the Companies shall permit Company and the Reviewer (as defined below) and other representatives of UAG to Sub will conduct a physical inventory at each location where inventory is held by the CompaniesCompany. From the results of such inventory and prior to the Closing Date, Sub and the Stockholder (or the respective representatives thereof) will prepare a schedule, which shall be signed by each of Sub and the Stockholder, setting forth the nature and quality of such inventory and such other items as shall be agreed upon by Sub and the Stockholder to be included in the Closing Date Balance Sheet. (b) Within sixty forty-five (6045) days after delivery of the Closing Date Balance SheetsSheet, (i) Coopers & Xxxxxxx or such other national accounting firm (the "Reviewer") as may be selected by UAG Sub, shall audit or otherwise review the Closing Date Balance Sheets Sheet in such manner as UAG Sub and the Reviewer deem appropriate, and (ii) UAG Sub shall deliver such reviewed balance sheet (the "Reviewed Balance SheetsSheet"), together with the Reviewer's report thereon, to the StockholdersStockholder. The Reviewed Balance Sheets Sheet (i) shall be prepared on the same basis and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(iSECTION 1.2(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(iiSECTION 1.2(g)(iii) hereof. UAG Sub and the Reviewer shall have the opportunity to consult with the StockholdersStockholder, the Companies Company and each of the accountants and other representatives of the Stockholders Stockholder and the Companies Company and to examine the work papers, schedules and other documents prepared by the StockholdersStockholder, the Companies Company and each of such accountants and other representatives during the preparation of the Closing Date Balance SheetsSheet. The Stockholders Stockholder and the Stockholders' Stockholder's independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, schedules and other documents prepared by Sub and the Reviewer during the preparation of the Reviewed Balance SheetsSheet. (c) The Stockholders Stockholder shall have a period of forty-five (45) days after delivery to the Stockholder of the Reviewed Balance Sheets Sheet to present in writing to UAG Sub all objections the Stockholders Stockholder may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. During said forty-five (45) day period, the Stockholder, their accountants and other representatives of the Stockholder may, at the office of the Company or the office of the Reviewer, as determined by Stockholder, examine Reviewer's work papers, schedules, research notes and all correspondence between Reviewer and Sub or UAG or any representative of Sub or UAG, which relate to the Closing Date Balance Sheet or Reviewed Balance Sheet and any entry thereto made, considered or proposed by Reviewer. If no objections are raised within such 45-day period, the Reviewed Balance Sheets Sheet shall be deemed accepted and approved by the Stockholders Stockholder and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG Sub and the StockholdersStockholder. (d) If the Stockholders Stockholder shall raise any objection within such the 45-day period, UAG Sub and the Stockholders Stockholder shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolution. (e) If such dispute cannot be resolved by UAG Sub and the Stockholders Stockholder within sixty (60) days after the delivery of the Reviewed Balance SheetsSheet, then the specific matters in dispute shall be submitted to a firm of independent certified public accountants having a reputation for special expertise in automobile dealership accounting and mutually acceptable to UAG Sub and the StockholdersStockholder, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG Sub and the Stockholders Stockholder and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG Sub and the StockholdersStockholder. The fees and expenses of the accounting firm referred to in this Section 1.3(eSECTION 1.2(e) shall be paid one-one half by UAG Sub and one-one half by the StockholdersStockholder. (f) UAG Sub and the Stockholders Stockholder agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG Sub and the Stockholders Stockholder pursuant to Section 1.3(eSECTION 1.2 (e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Net Worth as shown on the Reviewed Balance Sheets Sheet as finally determined through the operation of Sections 1.3 SECTIONS 1. 2 (a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the Net Worth net worth of the Companies Company as set forth on the November 30 Company Balance Sheets Sheet (which balance sheets are attached hereto as Schedule 2.5the "December 31 Net Worth") (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders Stockholder shall pay to UAG Sub at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by UAG at least Sub within two (2) Business Days prior to of the date of the Supplemental Closing, an amount equal to the Net Worth Deficiency, together with interest on such amount from the date the Reviewed Balance Sheet is delivered to the Stockholder until paid at the prime rate or its equivalent (as announced from time to time by Citibank, N.A.). (ii) If the Net Worth", computed in connection with Worth as shown on the Closing Date Balance Sheets, Sheet is equal to or greater than the Company Balance Sheets December 31 Net Worth and the Net Worth as shown on the Reviewed Balance Sheets, Sheet as finally determined through the operation of SECTIONS 1.2 (a) THROUGH (e) hereof shall mean be greater than the amount by which the total assets (not including intangible assets) exceed the total liabilities reflected, in each case, Net Worth as shown on the balance sheets of Companies comprising the Closing Date Balance SheetsSheet, then Sub shall pay to the Company Balance Sheets or Stockholder at the Supplemental Closing an amount equal to the difference between the Net Worth as shown on the Reviewed Balance Sheets, Sheet of the Net Worth as shown on the case may beClosing Date Balance Sheet.

Net Worth Adjustment. Within thirty (a30) On days following the Closing DateClosing, or as soon as practicable after the Closing Date, the Stockholders Purchaser shall prepare and deliver to UAG the Shareholders an unaudited balance sheets sheet of the Companies dated Company as of at the Closing Date (such balance sheets so delivered are referred to herein as the "Draft Closing Date Balance SheetsSheet"). The Purchaser shall prepare the Draft Closing Date Balance Sheets shall be prepared in good faith on the same basis and Sheet in accordance with the same accounting principlesprinciples and basis utilized in the preparation of the unaudited balance sheet of the Company as at April 20, methods 1999 (the "Base Balance Sheet") previously delivered to Purchaser by the Shareholders. The Shareholders shall cooperate fully with Purchaser in the preparation of the Draft Closing Balance Sheet, including, without limitation, the furnishing of all information regarding the accounting principles and practices basis used in preparing the November 30 Base Balance Sheets Sheet. If the Net Worth of the Company as shown on the Closing Balance Sheet (as defined in Section 2.5 hereof2.4(a)(i)) (such accounting principles, methods and practices and such procedures, are referred to herein as is less than the "Accounting Principles"). In connection with the preparation of the Closing Date Balance Sheets, the Stockholders and the Companies shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the Companies. (b) Within sixty (60) days after delivery of the Closing Date Balance Sheets, (i) Coopers & Xxxxxxx or such other accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheets in such manner as UAG and the Reviewer deem appropriate, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance Sheets"), together with the Reviewer's report thereon, to the Stockholders. The Reviewed Balance Sheets (i) shall be prepared on the same basis and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(ii) hereof. UAG and the Reviewer shall have the opportunity to consult with the Stockholders, the Companies and each of the accountants and other representatives of the Stockholders and the Companies and to examine the work papers, schedules and other documents prepared by the Stockholders, the Companies and each of such accountants and other representatives during the preparation of the Closing Date Balance Sheets. The Stockholders and the Stockholders' independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, schedules and other documents prepared by the Reviewer during the preparation of the Reviewed Balance Sheets. (c) The Stockholders shall have a period of forty-five (45) days after delivery of the Reviewed Balance Sheets to present in writing to UAG all objections the Stockholders may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 45-day period, the Reviewed Balance Sheets shall be deemed accepted and approved by the Stockholders and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the Stockholders. (d) If the Stockholders shall raise any objection within such 45-day period, UAG and the Stockholders shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolution. (e) If such dispute cannot be resolved by UAG and the Stockholders within sixty (60) days after the delivery of the Reviewed Balance Sheets, then the specific matters in dispute shall be submitted to a firm of independent public accountants mutually acceptable to UAG and the Stockholders, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG and the Stockholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG and the Stockholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e) shall be paid one-half by UAG and one-half by the Stockholders. (f) UAG and the Stockholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders pursuant to Section 1.3(e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Net Worth as shown on the Reviewed Base Balance Sheets as finally determined through the operation of Sections 1.3 Sheet (a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the Net Worth of the Companies as set forth on the November 30 Balance Sheets (which balance sheets are attached hereto as Schedule 2.5) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), Purchaser shall reduce the Stockholders shall pay to UAG at number of SkyLynx Shares received by the Supplemental Closing, Shareholders by wire transfer retaining ownership of immediately available funds to an account designated in writing by UAG at least two (2) Business Days prior to the date a number of the Supplemental Closing, an amount equal to Hold Back Shares determined by dividing the Net Worth DeficiencyDeficiency by the average closing price of a share of SkyLynx Common Stock on the over-counter-market for the five (5) trading days immediately preceding the date on which the Closing Balance Sheet is finally determined, pursuant to Section 2.4(a)(i) below. (i) The Shareholders collectively shall deliver to Purchaser within ten (10) days following their receipt of the Draft Closing Balance Sheet, a detailed statement describing their objections (based upon the comparison of the Base Balance Sheet and the Draft Closing Balance Sheet, and setting forth in reasonable detail each amount objected to, the amount proposed as an adjustment thereto and the basis for such objection), if any, thereto. Failure by the Shareholders to object to the Draft Closing Balance Sheet shall constitute acceptance thereof, whereupon the Draft Closing Balance Sheet shall be deemed to be the "Closing Balance Sheet". Purchaser and the Shareholders shall use their reasonable and good faith efforts to resolve any such objections, but if they do not reach a final resolution within thirty (30) days following the Shareholders' delivery of their statement of objections, Purchaser and the Shareholders shall settle the disagreement by retaining Xxxxxx Xxxxxxxx, L.L.P. ("Xxxxxx Xxxxxxxx") to resolve any remaining objections. The determination of Xxxxxx Xxxxxxxx will be set forth in writing. The Draft Closing Balance Sheet then shall be adjusted in accordance with Xxxxxx Xxxxxxxx'x decision. The Draft Closing Balance Sheet, as so adjusted, shall be the Closing Balance Sheet. Any decision by Xxxxxx Xxxxxxxx shall be final and binding upon the parties, absent fraud or manifest error, and judgment may be entered thereon, upon the application of either party, by any court having competent jurisdiction. Each party shall bear the cost of preparing and presenting its case; and the fees and expenses of Xxxxxx Xxxxxxxx will be shared equally by the parties. (ii) Net Worth"During the period of any dispute referred to above, computed (A) Purchaser shall, and shall cause the Company to, provide the Shareholders, their accountants and Xxxxxx Xxxxxxxx full access to the books, records, facilities and employees of the Company, Purchaser's accountants and all work papers in connection with the Draft Closing Date Balance SheetsSheet; provided, however, that any such access shall be allowed only in such manner as not to interfere unreasonably with the operation of the Company's business, and (B) the Shareholders shall, and shall cause the Shareholders' independent accountants to, provide Purchaser, Purchaser's accountants and Xxxxxx Xxxxxxxx full access to all work papers in connection with the Base Balance Sheet, the Company Draft Closing Balance Sheets and the Reviewed Balance Sheets, shall mean the amount by which the total assets (not including intangible assets) exceed the total liabilities reflected, in each case, on the balance sheets of Companies comprising the Closing Date Balance Sheets, the Company Balance Sheets or the Reviewed Balance Sheets, as the case may beSheet.

Net Worth Adjustment. (a) On the Closing Date, or as soon as practicable after the Closing Date, the Stockholders Stockholder shall deliver to UAG a balance sheets sheet of the Companies Company dated as of the Closing Date (such balance sheets sheet so delivered are is referred to herein as the "Closing Date Balance SheetsSheet"). The Closing Date Balance Sheets Sheet shall be prepared in good faith on the same basis and in accordance with the accounting principles, methods and practices used in preparing the November 30 Balance Sheets Company Financial Statements (as defined in Section 2.5 hereof) (such accounting principles, methods and practices and such procedures, are referred to herein as the "Accounting Principles"). In connection with the preparation of the Closing Date Balance SheetsSheet, the Stockholders Stockholder and the Companies Company shall permit the Reviewer (as defined below) and other representatives of UAG to conduct a physical inventory at each location where inventory is held by the CompaniesCompany. (b) Within sixty (60) days after delivery of the Closing Date Balance SheetsSheet, (i) Coopers & Xxxxxxx or such other accounting firm (the "Reviewer") as may be selected by UAG shall audit or otherwise review the Closing Date Balance Sheets Sheet in such manner as UAG and the Reviewer deem appropriate, and (ii) UAG shall deliver such reviewed balance sheet (the "Reviewed Balance SheetsSheet"), together with the Reviewer's report thereon, to the StockholdersStockholder. The Reviewed Balance Sheets Sheet (i) shall be prepared on the same basis and in accordance with the Accounting Principles and (ii) shall include a schedule showing the computation of the Final Net Worth (as defined in Section 1.3(g)(i) hereof), computed in accordance with the definition of Net Worth set forth in Section 1.3(g)(ii) hereof. UAG and the Reviewer shall have the opportunity to consult with the StockholdersStockholder, the Companies Company and each of the accountants and other representatives of the Stockholders Stockholder and the Companies Company and to examine the work papers, schedules and other documents prepared by the StockholdersStockholder, the Companies Company and each of such accountants and other representatives during the preparation of the Closing Date Balance SheetsSheet. The Stockholders Stockholder and the Stockholders' Stockholder's independent public accountants shall have the opportunity to consult with the Reviewer and to examine the work papers, schedules and other documents prepared by the Reviewer during the preparation of the Reviewed Balance SheetsSheet. (c) The Stockholders Stockholder shall have a period of forty-five (45) days after delivery of the Reviewed Balance Sheets Sheet to present in writing to UAG all objections the Stockholders Stockholder may have to any of the matters set forth or reflected therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 45-day period, the Reviewed Balance Sheets Sheet shall be deemed accepted and approved by the Stockholders Stockholder and a supplemental closing (the "Supplemental Closing") shall take place within five (5) Business Days following the expiration of such 45-day period, or on such other date as may be mutually agreed upon in writing by UAG and the Stockholders. (d) If the Stockholders shall raise any objection within such 45-day period, UAG and the Stockholders shall attempt to resolve the matter or matters in dispute and, if resolved, the Supplemental Closing shall take place within five (5) Business Days following such resolution. (e) If such dispute cannot be resolved by UAG and the Stockholders within sixty (60) days after the delivery of the Reviewed Balance Sheets, then the specific matters in dispute shall be submitted to a firm of independent public accountants mutually acceptable to UAG and the Stockholders, which firm shall make a final and binding determination as to such matter or matters. Such accounting firm shall send its written determination to UAG and the Stockholders and the Supplemental Closing, if any, shall take place five (5) Business Days following the receipt of such determination by UAG and the Stockholders. The fees and expenses of the accounting firm referred to in this Section 1.3(e) shall be paid one-half by UAG and one-half by the Stockholders. (f) UAG and the Stockholders agree to cooperate with each other and each other's authorized representatives and with any accounting firm selected by UAG and the Stockholders pursuant to Section 1.3(e) hereof in order that any and all matters in dispute shall be resolved as soon as practicable. (i) If the aggregate Net Worth as shown on the Reviewed Balance Sheets as finally determined through the operation of Sections 1.3 (a) through (e) hereof plus the amount of the Distributions (such amount being referred to herein as the "Final Net Worth") shall be less than the Net Worth of the Companies as set forth on the November 30 Balance Sheets (which balance sheets are attached hereto as Schedule 2.5) (the amount of any such deficiency being referred to herein as the "Net Worth Deficiency"), the Stockholders shall pay to UAG at the Supplemental Closing, by wire transfer of immediately available funds to an account designated in writing by UAG at least two (2) Business Days prior to the date of the Supplemental Closing, an amount equal to the Net Worth Deficiency. (ii) Net Worth", computed in connection with the Closing Date Balance Sheets, the Company Balance Sheets and the Reviewed Balance Sheets, shall mean the amount by which the total assets (not including intangible assets) exceed the total liabilities reflected, in each case, on the balance sheets of Companies comprising the Closing Date Balance Sheets, the Company Balance Sheets or the Reviewed Balance Sheets, as the case may be.five