Common use of POST-CLOSING ADJUSTMENT OF CONSIDERATION Clause in Contracts

POST-CLOSING ADJUSTMENT OF CONSIDERATION. (a) Within 90 days after the Closing Date, North American will prepare and deliver to Shareholders a draft balance sheet (the "Draft Closing Date Balance Sheet") for Target as of the close of business on the Closing Date (determined as though the Parties had not consummated the transactions contemplated by this Agreement), prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; except that the Draft Closing Date Balance Sheet shall include all of the same types of adjustments as were made in connection with the preparation of the Most Recent Financial Statements. (b) If the Shareholders have any objections to the Draft Closing Date Balance Sheet, they will deliver a detailed statement describing their objections to North American within 30 days after receiving the Draft Closing Date Balance Sheet. North American and the Shareholders will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 30 days after North American has received the statement of objections, however, North American and Shareholders will select an accounting firm mutually acceptable to them to resolve any remaining objections. If North American and the Shareholders are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. North American will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 7(b). The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 7(b).

POST-CLOSING ADJUSTMENT OF CONSIDERATION. (a) Within 90 days after the Closing Date, North American the Buyer will prepare and deliver to Shareholders a draft balance sheet (the "Draft Closing Date Balance Sheet") for Target the Company as of the close of business on the Closing Date (determined as though the Parties had not consummated the transactions contemplated by this Agreement), prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; except that the Draft Closing Date Balance Sheet shall include all of the same types of adjustments as were made in connection with the preparation of the Most Recent Fiscal Year End Financial Statements. (b) If the Shareholders have any objections to the Draft Closing Date Balance Sheet, they will deliver a detailed statement describing their objections to North American the Buyer within 30 days after receiving the Draft Closing Date Balance Sheet. North American The Buyer and the Shareholders will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 30 days after North American the Buyer has received the statement of objections, however, North American the Buyer and Shareholders will select an accounting firm mutually acceptable to them to resolve any remaining objections. If North American the Buyer and the Shareholders are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. North American The Buyer will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 7(b11(b). The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 7(b11(b).

POST-CLOSING ADJUSTMENT OF CONSIDERATION. (a) Within 90 days after the Closing Date, North American will prepare and deliver to Shareholders a draft balance sheet (the "Draft Closing Date Balance SheetDRAFT CLOSING DATE BALANCE SHEET") for Target as of the close of business on the Closing Date, which Draft Closing Date (determined as though Balance Sheet will include a valuation of the Parties had not consummated assets listed on Exhibit F hereto at the transactions contemplated by this Agreement)amounts set forth thereon, prepared which amounts the parties hereby agree is the fair market value thereof, and will reflect the accruals provided for in Section 6(k) hereof. North American will otherwise prepare the Draft Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; except that the Draft Closing Date Balance Sheet shall include all of the same types of adjustments as were made in connection with the preparation of the Most Recent Fiscal Year End Financial Statements. (b) If the Shareholders have any objections to the Draft Closing Date Balance Sheet, they will deliver a detailed statement describing their objections to North American within 30 days after receiving the Draft Closing Date Balance Sheet. North American and the Shareholders will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 30 days after North American has received the statement of objections, however, North American and Shareholders will select an accounting firm mutually acceptable to them to resolve any remaining objections. If North American and the Shareholders are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. North American will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 7(b). The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 7(b).objections

POST-CLOSING ADJUSTMENT OF CONSIDERATION. (a) Within 90 days after the Closing Date, North American will prepare and deliver to Shareholders Shareholder a draft balance sheet (the "Draft Closing Date Balance SheetDRAFT CLOSING DATE BALANCE SHEET") for Target as of the close of business on the Closing Date (determined as though the Parties had not consummated the transactions contemplated by this Agreement), prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; except that the Draft Closing Date Balance Sheet shall include all of the same types of adjustments as were made in connection with the preparation of the Most Recent Financial Statements. (b) If the Shareholders have Shareholder has any objections to the Draft Closing Date Balance Sheet, they he will deliver a detailed statement describing their his objections to North American within 30 days after receiving the Draft Closing Date Balance Sheet. North American and the Shareholders Shareholder will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 30 days after North American has received the statement of objections, however, North American and Shareholders Shareholder will select an accounting firm mutually acceptable to them to resolve any remaining objections. If North American and the Shareholders Shareholder are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. North American will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 7(b9(b). The ThE "Closing Date Balance SheetCLOSING DATE BALANCE SHEEt" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 7(b9(b).

POST-CLOSING ADJUSTMENT OF CONSIDERATION. (a) Within 90 days after the Closing Date, North American the Buyer will prepare and deliver to Shareholders the Shareholder a draft balance sheet (the "Draft Closing Date Balance Sheet") for Target the Company as of the close of business on the Closing Date (determined as though the Parties had not consummated the transactions contemplated by this Agreement)Date, prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; except that the Draft Closing Date Balance Sheet shall include all of the same types of adjustments as were made in connection with the preparation of the Most Recent Fiscal Year End Financial StatementsStatement. (b) If the Shareholders have Shareholder has any objections to the Draft Closing Date Balance Sheet, they he will deliver a detailed statement describing their his objections to North American the Buyer within 30 days after receiving the Draft Closing Date Balance Sheet. North American The Buyer and the Shareholders Shareholder will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 30 days after North American the Buyer has received the statement of objections, however, North American the Buyer and Shareholders the Shareholder will select an accounting firm mutually acceptable to them to resolve any remaining objections. If North American the Buyer and the Shareholders Shareholder are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. North American The Buyer will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 7(b11(b). The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 7(b11(b).

POST-CLOSING ADJUSTMENT OF CONSIDERATION. (a) Within 90 days after the Closing Date, North American the Buyer will prepare and deliver to Shareholders a draft balance sheet (the "Draft Closing Date Balance Sheet") for Target the Company as of the close of business on the Closing Date (determined as though the Parties had not consummated the transactions contemplated by this Agreement), prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; except that the Draft Closing Date Balance Sheet shall include all of the same types of adjustments as were made in connection with the preparation of the Most Recent Fiscal Year End Financial Statements. (b) If the Shareholders have any objections to the Draft Closing Date Balance Sheet, they will deliver a detailed statement describing their objections to North American the Buyer within 30 days after receiving the Draft Closing Date Balance Sheet. North American The Buyer and the Shareholders will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 30 days after North American the Buyer has received the statement of objections, however, North American the Buyer and Shareholders will select an accounting firm mutually acceptable to them to resolve any remaining objections. If North American the Buyer and the Shareholders are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. North American The Buyer will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 7(b). The "Closing Date Balance Sheet" shall mean the Draft Closing Date Balance Sheet together with any revisions thereto pursuant to this Section 7(b9(b).

POST-CLOSING ADJUSTMENT OF CONSIDERATION. (a) Within 90 60 days after the Closing Date, North American the Shareholders will prepare and deliver to Shareholders the Buyer a draft balance sheet (the "Draft Closing Date Balance Sheet") for Target the Company as of the close of business on the Closing Date (determined as though the Parties had not consummated the transactions contemplated by this Agreement), prepared in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; except that the Draft Closing Date Balance Sheet shall include all of the same types of adjustments as were made in connection with the preparation of the Most Recent Fiscal Year End Financial Statements. (b) If the Shareholders have Buyer has any objections to the Draft Closing Date Balance Sheet, they it will deliver a detailed statement describing their its objections to North American the Shareholders within 30 days after receiving the Draft Closing Date Balance Sheet. North American The Buyer and the Shareholders will use reasonable efforts to resolve any such objections themselves. If the Parties do not obtain a final resolution within 30 days after North American has the Shareholders have received the statement of objections, however, North American the Buyer and Shareholders will select an accounting firm mutually acceptable to them to resolve any remaining objections. If North American the Buyer and the Shareholders are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the Parties. North American The Shareholders will revise the Draft Closing Date Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 7(b). . (c) In the event the Parties submit any unresolved objections to an accounting firm for resolution as provided in Section above, any expenses relating to the engagement of the accounting firm shall be allocated between the Shareholders and the Buyer by the accounting firm in proportion to the amount in dispute which is decided in favor of the challenging party. (d) The "Closing Date Balance Sheet" shall mean Shareholders will make the work papers and back-up materials used in preparing the Draft Closing Date Balance Sheet together with available to the Buyer and its accountants and other representatives at reasonable times and upon reasonable notice during (A) the preparation by the Shareholders of the Draft Closing Date Balance Sheet, (B) review by the Buyer of the Draft Closing Date Balance Sheet, and (C) the resolution by the Parties of any revisions thereto pursuant to this Section 7(b)objections thereto.