Common use of Post-Closing Adjustment to Purchase Price Clause in Contracts

Post-Closing Adjustment to Purchase Price. Within ninety (90) days after the Closing Date, Invatec shall deliver to the Stockholders an unaudited combined balance sheet of the Company and the Company Subsidiaries, prepared as of the Closing Date (the "Post-Closing Financial Statements"). These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by the Stockholders unless a Stockholder furnishes written notice of his disagreement ("Notice of Disagreement") to Invatec prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by a Stockholder to Invatec in accordance with this PARAGRAPH 5, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to the Accounting Firm for review and resolution. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Accounting Firm. All proceedings conducted by the Accounting Firm shall be conducted at the offices of the Accounting Firm in Houston, Texas. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any proceeding (including the fees of the Accounting Firm but excluding the fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec and one-half, jointly and severally, by the Stockholders. The fees and disbursements of Stockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Invatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements."

Post-Closing Adjustment to Purchase Price. Within ninety 2.8 (90a) Not more than one hundred twenty (120) days after the Closing Date, Invatec Buyer shall prepare and deliver to Seller Representative a statement (the Stockholders an unaudited combined balance sheet “Closing Statement”) setting forth in reasonable detail Buyer’s calculation of (i) the actual amount of the Company Closing Working Capital, calculated using the same accounting principles, methodologies, policies, and practices used in the Company Subsidiaries, prepared example calculation of Net Working Capital as of the Balance Sheet Date set forth on Schedule 1A, (ii) the actual amount of the Assumed Indebtedness, (iii) the Purchase Price in accordance with Section 2.5 resulting from such actual amount of Closing Date Working Capital and Assumed Indebtedness, and (iv) the "Seller Net Sale Proceeds resulting from the Purchase Price as calculated pursuant to Section 2.8(a)(iii). The Closing Statement shall become Final and Binding on the Final Resolution Date. (b) During the thirty (30) days after delivery of the Closing Statement, Buyer will provide Seller Representative and its accountant reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any of Buyer’s accountants’ work papers related to the calculation of amounts in the Closing Statement (subject to the execution of any access letters that such accountants may reasonably require in connection with the review of such work papers), and (ii) to the employees and other Representatives of Buyer who were responsible for the preparation of the Closing Statement to respond to questions relating to the preparation of the Closing Statement and the calculation of the items thereon, in each case solely to allow Seller Representative to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. Any information shared with Seller Representative or its accountant will be subject to Section 6.14, and Buyer shall not have any obligation to provide information or access to information, materials or Persons if doing so could reasonably be expected to result in the waiver of any attorney-client privilege or the disclosure of any Trade Secrets or violate any Law or the terms of any applicable Contract to which Buyer or any of its Affiliates is a party. If Seller Representatives disagrees with any of Buyer’s calculations set forth in the Closing Statement, Seller Representative may, within sixty (60) days after delivery of the Closing Statement, deliver a written notice of their disagreement (a “Post-Closing Financial Statements"). These Notice of Disagreement”) to Buyer disagreeing with such calculations; provided, however, that such Post-Closing Financial Statements Notice of Disagreement shall become final and binding include only objections based on whether (A) the amounts set forth on the Parties Closing Statement were prepared in a manner consistent with the provisions of this Agreement or (B) there were mathematical errors in the computation of any amount set forth on the 15th day following receipt thereof by the Stockholders unless a Stockholder furnishes written notice of his disagreement ("Notice of Disagreement") to Invatec prior to such dateClosing Statement. Any Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Seller Representative disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Seller Representative’s calculation, based on such objections, of the Closing Working Capital or the Assumed Indebtedness, as applicable, and the Purchase Price resulting therefrom. To the extent not set forth in detail such Post-Closing Notice of Disagreement, Seller Representative shall be deemed to have agreed with Buyer’s calculation of all items and amounts contained in the nature of any disagreement so assertedClosing Statement. If Buyer does not receive a Post-Closing Notice of Disagreement from Seller Representative within such sixty (60) day period, then the amounts set forth in the Closing Statement shall become Final and Binding. PUBLIC COPY (c) If a Post-Closing Notice of Disagreement is sent received by a Stockholder Buyer on or prior to Invatec in accordance with this PARAGRAPH 5the sixtieth (60 th ) day following Buyer’s delivery of the Closing Statement, then Buyer and Seller Representative shall, during the thirty (30) days following Buyer’s receipt of such Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which that they may have with respect to any matter the matters specified in the such Post-Closing Notice of DisagreementDisagreement which may involve meetings between senior management of Buyer and Seller Representative to facilitate a resolution; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Buyer and Seller Representative. IfIf Buyer and Seller Representative are not able to resolve their differences during such thirty (30) day period, then at the end of such 10period, Buyer and Seller Representative shall promptly mutually engage and submit for Final and Binding resolution any and all matters related to such Post-day period Closing Notice of Disagreement that remain in dispute to Deloitte & Touche LLP, or if Deloitte & Touche LLP is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). Each of Buyer and Seller Representative shall make readily available to the Accounting Firm all relevant financial books and records, including any accountants’ work papers (subject to the execution of any access letters that such accountants may require in connection with the review of such work papers) relating to the Closing Statement or such longer period the Post- Closing Notice of time as Disagreement. Buyer and Seller Representative shall enter into a customary engagement letter with the Parties may agree upon Accounting Firm, which engagement letter shall explicitly provide that, in writing), resolving the Parties have not reached agreement on such matters, the matters which remain amounts in dispute, together with copies of this Agreement, the Accounting Firm shall (i) consider only those items or amounts disputed by Seller Representative in the Post-Closing Financial StatementsNotice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand, or less than the smallest value for such item or amount assigned by Seller Representative, on the one hand, or Buyer, on the other hand; and (iii) not be bound by any arbitration rules or procedures in connection with the resolution of the dispute under this Section 2.8. The Accounting Firm’s determination will be based solely upon information presented by Buyer and Seller Representative, and not on the Notice basis of Disagreementindependent review. Buyer and Seller Representative shall cause the Accounting Firm to deliver to Buyer and Seller Representative as promptly as practicable (but in any event within thirty (30) days of its retention) a written report setting forth its determination of the amounts in dispute. Absent manifest error, in which case the dispute resolution provisions set forth in Section 13.3 shall apply, the written report prepared by the Accounting Firm shall be Final and Binding and judgment upon the determination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (d) Buyer and Seller Representative shall each be responsible for the fees and expenses of the Accounting Firm pro rata, as between Buyer, on the one hand, and Seller Representative, on the other hand, in proportion to the relative difference between the positions taken by Buyer and Seller Representative compared to the determination of the Accounting Firm. All other fees and expenses incurred in connection with the dispute resolution process set forth in this Section 2.8, including fees and expenses of attorneys and accountants, shall be submittedborne and paid by the Party incurring such expense. (e) If the Purchase Price as finally determined pursuant to this Section 2.8 is less than the Estimated Purchase Price (the absolute value of such difference, the “Closing Payment Shortfall Amount”), then Buyer shall be paid an amount equal to the Closing Payment Shortfall Amount from the Escrow Account to the extent that funds remain available in the Escrow Account, and, in furtherance of the foregoing, Buyer and Seller Representative shall, within five (5) days following Business Days after the expiration of such 10-day period (or any agreed upon extension thereof)Final Resolution Date, deliver a joint written instruction to the Accounting Firm for review and resolutionEscrow Agent instructing the Escrow Agent to pay an amount equal to the Closing Payment Shortfall Amount from the Escrow Account to an account designated by Buyer. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by If funds from the Accounting Firm. All proceedings conducted by Escrow Account are not sufficient to satisfy the Accounting Firm shall be conducted at the offices entirety of the Accounting Firm in HoustonClosing Payment Shortfall Amount, Texas. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any proceeding (including the fees of the Accounting Firm but excluding the fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec and one-halfthen Sellers, jointly and severally, by the Stockholders. The fees and disbursements of Stockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Invatec. The final determination as described in pay any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements."remaining PUBLIC COPY

Post-Closing Adjustment to Purchase Price. Within ninety thirty (9030) days after the Closing Date, Invatec Mr. Olivier shall deliver to the Stockholders Purchaser an unaudited combined balance sheet and xxxxxx xxxxement of the Company and the Company SubsidiariesBusiness, prepared as of the Closing Date February 28, 1997 (the "Post-Closing Financial Statements"), which shall be true, complete and correct in all respects and prepared in accordance with generally accepted accounting principles, consistently applied, and certified as true, complete and correct by Sellers. These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by the Stockholders Purchaser unless a Stockholder Purchaser furnishes written notice of his Purchaser's disagreement ("Notice of Disagreement") to Invatec Mr. Olivier prior to such date. Any Notice of Disagreement shall specify in detail specixx xx xxxxxl the nature of any disagreement so asserted. If a Notice of Disagreement is sent by a Stockholder Purchaser to Invatec Mr. Olivier in accordance with this PARAGRAPH 5SECTION 9.2, then the Post-Closing Financial Xxxxxxxxx Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Accounting FirmFirm (as defined below). During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to 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 in writing (the "Accounting Firm Firm") for review and resolution. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Accounting Firm. All proceedings conducted by the Accounting Firm shall be conducted at the offices of the Accounting Firm in HoustonOrlando, TexasFlorida. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any proceeding review or resolution (including the fees of the Accounting Firm but excluding the fees and disbursements of each Partyparty's independent auditors and counsel) pursuant to this PARAGRAPH 5 SECTION 9.2 shall be borne one-half by Invatec Purchaser and one-half, jointly and severally, half by the StockholdersSellers. The fees and disbursements of StockholdersSellers' independent auditors and counsel incurred in connection with this PARAGRAPH 5 SECTION 9.2 shall be borne, jointly and severally, borne by StockholdersSellers, and the fees and disbursements of InvatecPurchaser's independent auditors and counsel incurred in connection with this PARAGRAPH 5 SECTION 9.2 shall be borne by InvatecPurchaser. The Post-Closing Financial Statements, upon becoming final determination as described due to lack of objection, written agreement, or arbitration, or in any of the procedures set forth hereinabove shall constitute other manner, are referred to herein as the "Final Post-Closing Financial Statements". To the extent that the net book value of the Company set forth in the Final Post-Closing Financial Statements (after giving effect to the Permitted Distributions) is less than Two Million Dollars ($2,000,000), then the Purchase Price shall be reduced by the amount of such deficiency (the "Deficiency Amount"), and Sellers hereby jointly and severally agree to deliver to Purchaser, within three (3) business days after the date on which the Post-Closing Financial Statements become final (time being of the essence), cash or other immediately available funds in an amount equal to the Deficiency Amount."

Post-Closing Adjustment to Purchase Price. Within ninety (90a) As soon as practicable (and in any event within 15 days following the Closing), the Seller shall prepare and deliver to the Buyer financial statements of the Seller for the nine months ended September 30, 2005 (the “Closing Financial Statements”), including a balance sheet (the “Closing Balance Sheet”) with a calculation of Net Tangible Assets as of the Closing Date, which shall be audited by Xxxxx Xxxxxxxx, LLP. It is anticipated the Xxxxx Xxxxxxxx, LLP will complete the audit within 60 days after the Closing Date. Buyer and Seller shall each pay half of the fees, Invatec shall deliver costs and expenses of Xxxxx Xxxxxxxx, LLP related to the Stockholders an unaudited combined balance sheet audit of the Company Closing Financial Statements. The Closing Financial Statements shall be prepared in accordance with GAAP and the Company SubsidiariesSeller shall conduct a physical verification of its inventory in connection with its preparation of the Closing Financial Statements. The Closing Financial Statements shall be final, prepared binding and conclusive on the parties hereto, unless either party gives written notice of any objections thereto, setting forth in reasonable detail the amounts in dispute, the basis for such dispute (a “Purchase Price Objection Notice”), to the other party within 30 days after receipt of the Closing Financial Statements. During such 30-day period, the parties shall, and shall cause their Representatives to, make reasonably available to the other party, on a timely basis, such of the party’s books, records and appropriate personnel as the other party may reasonably request in connection with its review of the Closing Financial Statements. If a party delivers a Purchase Price Objection Notice as provided above, the parties shall attempt in good faith to resolve such party’s objections, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Buyer and the Seller. If the parties are unable to resolve, despite good faith negotiations, all disputes reflected in the Purchase Price Objection Notice within 10 days of the Buyer’s delivery of a Purchase Price Objection Notice (the “Purchase Price Resolution Period”), the parties shall, within 10 days after expiration of the Purchase Price Resolution Period, submit any such unresolved dispute to a mutually acceptable independent accounting firm (the “Independent Accounting Firm”). The Buyer and the Seller shall provide to the Independent Accounting Firm all work papers and back-up materials relating to the unresolved disputes requested by the Independent Accounting Firm to the extent available to the Buyer or its Representatives or the Seller or its Representatives. The Buyer and the Seller shall be afforded the opportunity to present to the Independent Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Independent Accounting Firm. The Independent Accounting Firm shall determine the amount of Net Tangible Assets as of the Closing Date (within 30 days after the "Post-submission of the unresolved disputes to the Independent Accounting Firm, and such determination shall be final, binding and conclusive on the parties. The fees, costs and expenses of the Independent Accounting Firm shall be paid by the party whose calculation of Net Tangible Assets varied by the greater amount from the final determination by the Independent Accounting Firm. The Closing Financial Statements"). These Post-, as revised to reflect the resolution of any and all disputes by the parties and/or the determination by the Independent Accounting Firm, shall be deemed the “Closing Financial Statements Statements.” (b) Upon final determination of the Closing Financial Statements, including the Closing Balance Sheet and the Net Tangible Assets as of the Closing Date pursuant to this Section 2.06, the following adjustment shall become be made: (i) if the Net Tangible Assets set forth in the Closing Balance Sheet (“Closing Net Tangible Assets”) are equal to or greater than $500,000, the amount of the excess, if any, shall be paid to the Seller as additional Purchase Price within 10 days after the Closing Balance Sheet becomes final and binding on the Parties on parties pursuant to Section 2.06(a) and the 15th day following receipt thereof by Escrow Amount shall be released to the Stockholders unless a Stockholder furnishes written notice of his disagreement ("Notice of Disagreement") to Invatec prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by a Stockholder to Invatec Seller in accordance with this PARAGRAPH 5, then the Post-Closing Financial Statements shall become final terms of the Escrow Agreement and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or Section 2.08; or (ii) if the date any disputed matters Closing Net Tangible Assets are finally resolved in writing by the Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreementless than $500,000, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in amount of the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, difference shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), returned to the Accounting Firm for review and resolution. In connection Buyer from the Escrow Account in accordance with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Accounting Firm. All proceedings conducted by the Accounting Firm shall be conducted at the offices terms of the Accounting Firm in Houston, Texas. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any proceeding (including the fees of the Accounting Firm but excluding the fees Escrow Agreement and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec and one-half, jointly and severally, by the Stockholders. The fees and disbursements of Stockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Invatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial StatementsSection 2.08."

Post-Closing Adjustment to Purchase Price. Within (a) Not more than ninety (90) days after the Closing Date, Invatec Buyer shall prepare and deliver to Sellers a statement (the Stockholders an unaudited combined balance sheet “Closing Statement”) setting forth Buyer’s calculation of (i) the actual amount of each of the Company and elements of the Company Subsidiaries, prepared Purchase Price in accordance with Section 1.5 as of the Effective Time, including the Purchased Working Capital, calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Part 2 of Exhibit C, the Prorated Payments, Apportioned Taxes, Transfer Taxes, and Assumed Liabilities; (ii) the amount, if any, of the Cure Costs finally determined and paid (or payable) by Buyer after the Closing Date with respect to one or more Omitted Contracts assumed by the Buyer following the Closing pursuant to Section 1.5(c)(ii) (the "“Post-Closing Financial Statements"Cure Costs”); and (iii) the Purchase Price in accordance with Section 1.5. If Buyer does not deliver the Closing Statement to Sellers within ninety (90) days after the Closing Date, then, at the election of Sellers (acting in their sole discretion), either (A) Sellers may prepare and present the Closing Statement to Buyer within an additional thirty (30) days thereafter or (B) Sellers may notify Buyer that the Estimated Closing Statement will be deemed to be the final Closing Statement in accordance with this Section 1.9(a). These If Sellers elect to prepare the Closing Statement in accordance with the immediately preceding sentence, then all subsequent references in Section 1.9(b) and (c) to Buyer, on the one hand, and Sellers, on the other hand, will be deemed to be references to Sellers, on the one hand, and Buyer, on the other hand, respectively. The Closing Statement shall become Final and Binding on the Final Resolution Date. Any amounts owed by any Seller or Seller Party pursuant to Section 1.9 shall constitute administrative priority claims against any Sellers’ or Seller Parties’ estate under Sections 503(b) and 507(a)(1) of the Bankruptcy Code. (b) During the thirty (30) days after delivery of the Closing Statement, Buyer will provide Sellers and their accountants reasonable access, during normal business hours and upon reasonable notice, (i) to review the financial books and records of Buyer to the extent related to the Closing Statement, including any of Buyer’s accountants’ work papers related to the calculation of amounts in the Closing Statement (subject to the execution of any access letters that such accountants may reasonably require in connection with the review of such work papers), and (ii) to the employees and other Representatives of Buyer who were responsible for the preparation of the Closing Statement to respond to questions relating to the preparation of the Closing Statement and the calculation of the items thereon, in each case solely to allow Sellers to determine the accuracy of Buyer’s calculation of the items set forth on the Closing Statement. Any information shared with Sellers or their accountants will be subject to Section 5.14, and Buyer shall not have any obligation to provide information or access to information, materials or Persons if doing so could reasonably be expected to result in the waiver of any attorney-client privilege or the disclosure of any Trade Secrets or violate any Law or the terms of any applicable Contract to which Buyer or any of its Affiliates is a party. If Sellers disagree with any of Buyer’s calculations set forth in the Closing Statement, Sellers may, within thirty (30) days after delivery of the Closing Statement, deliver a written notice of their disagreement (a “Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by the Stockholders unless a Stockholder furnishes written notice of his disagreement ("Notice of Disagreement"”) to Invatec prior to Buyer disagreeing with such datecalculations; provided, however, that such Post-Closing Notice of Disagreement shall include only objections based on whether (A) the amounts set forth on the Closing Statement were prepared in a manner consistent with the provisions of this Agreement or (B) there were mathematical errors in the computation of any amount set forth on the Closing Statement. Any Such Post-Closing Notice of Disagreement shall specify those items or amounts with which Sellers disagree, and shall set forth Sellers’ calculation, based on such objections, of the Purchased Working Capital, and the Purchase Price resulting therefrom. To the extent not set forth in detail such Post-Closing Notice of Disagreement, Sellers shall be deemed to have agreed with Xxxxx’s calculation of all items and amounts contained in the nature of any disagreement so assertedClosing Statement. If Buyer does not receive a Post-Closing Notice of Disagreement from Sellers within such thirty (30) day period, then the amounts set forth in the Closing Statement shall become Final and Binding. (c) If a Post-Closing Notice of Disagreement is sent received by a Stockholder Buyer on or prior to Invatec in accordance with this PARAGRAPH 5the thirtieth (30th) day following Buyer’s delivery of the Closing Statement, then Buyer and Sellers shall, during the fifteen (15) days following Buyer’s receipt of such Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which that they may have with respect to any matter the matters specified in the such Post-Closing Notice of Disagreement; provided, however, that any discussions relating thereto shall be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule(s), and evidence of such discussions shall not be admissible in any future Proceedings between Xxxxx and Xxxxxxx. IfIf Buyer and Sellers are not able to resolve their differences during such fifteen (15)-day period, then at the end of such 10period, Buyer and Sellers shall promptly mutually engage and submit for Final and Binding resolution any and all matters related to such Post-day period (or such longer period Closing Notice of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which Disagreement that remain in disputedispute to Xxxxx Xxxxxxxx LLP, together or if Xxxxx Xxxxxxxx LLP is unable or unwilling to be engaged, then to a mutually agreeable independent accounting firm of recognized national standing (the “Accounting Firm”). Each of Buyer and Sellers shall make readily available to the Accounting Firm all relevant financial books and records, including any accountants’ work papers (subject to the execution of any access letters that such accountants may require in connection with copies the review of this Agreement, such work papers) relating to the Closing Statement or the Post-Closing Financial Statements, and the Notice of Disagreement. Buyer and Sellers shall enter into a customary engagement letter with the Accounting Firm, which engagement letter shall be submittedexplicitly provide that, within five (5) days following in resolving the expiration of such 10-day period (or any agreed upon extension thereof)amounts in dispute, to the Accounting Firm shall (i) consider only those items or amounts disputed by the applicable Seller in the Post-Closing Notice of Disagreement that remain in dispute; (ii) not assign a value to any item or amount in dispute greater than the greatest value for review such item or amount assigned by the applicable Seller, on the one hand, or Buyer or its designated Affiliates, on the other hand, or less than the smallest value for such item or amount assigned by the applicable Seller, on the one hand, or Buyer or its designated Affiliates, on the other hand; and resolution. In (iii) not be bound by any arbitration rules or procedures in connection with such submissionthe resolution of the dispute under this Section 1.9. The Accounting Firm’s determination will be based solely upon information presented by Xxxxx and Sellers, Invatec and each Stockholder not on the basis of independent review. Buyer and Sellers shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by cause the Accounting FirmFirm to deliver to Buyer and Sellers as promptly as practicable (but in any event within fifteen (15) days of its retention) a written report setting forth its determination of the amounts in dispute. All proceedings conducted Absent manifest error, the written report prepared by the Accounting Firm shall be conducted at Final and Binding and judgment upon the offices determination set forth in such written report may be entered in any court of competent jurisdiction of the United States. (d) Buyer and Sellers shall each be responsible for the fees and expenses of the Accounting Firm pro rata, as between Xxxxx, on the one hand, and Sellers, on the other hand, in Houston, Texas. The Accounting Firm shall render a decision resolving proportion to the matters in dispute as soon as practicable following relative difference between the date positions taken by Xxxxx and Sellers compared to the determination of the submission to the Accounting Firm. The cost of any proceeding (including the fees of the Accounting Firm but excluding the All other fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec and one-half, jointly and severally, by the Stockholders. The fees and disbursements of Stockholders' independent auditors and counsel expenses incurred in connection with the dispute resolution process set forth in this PARAGRAPH 5 shall be borneSection 1.9, jointly and severally, by Stockholders, and the including fees and disbursements expenses of Invatec's independent auditors attorneys and counsel incurred in connection with this PARAGRAPH 5 accountants, shall be borne and paid by Invatec. The final determination as described in any the Party incurring such expense. (e) If the sum of (i) the procedures set forth hereinabove shall constitute Purchase Price (which, for the "Final avoidance of doubt, does not include the Post-Closing Financial StatementsCure Costs) minus (ii) the total amount of the Post-Closing Cure Costs, in each case, as finally determined pursuant to this Section 1.9 is less than the Estimated Purchase Price (the absolute value of such difference, the “Closing Payment Shortfall Amount”), then within five (5) Business Days after the Final Resolution Date, Buyer shall be paid, via wire transfer of immediately available funds to an account designated in writing by Buyer, an amount equal to the Closing Payment Shortfall Amount from Sellers on a joint and several basis." (f) If the sum of (i) the Purchase Price (which, for the avoidance of doubt, does not include the Post-Closing Cure Costs) minus (ii) the total amount of the Post-Closing Cure Costs, in each case, as finally determined pursuant to this Section 1.9 is greater than the Estimated Purchase Price, then within five (5) Business Days after the Final Resolution Date, Buyer and Buyer Guarantor shall, on a joint and several basis, pay, or cause to be paid, to any Seller an amount equal to the amount of such excess via wire transfer of immediately available funds to an account designated in writing by Sellers. (g) If the sum of (i) the Purchase Price (which, for the avoidance of doubt, does not include the Post-Closing Cure Costs) plus (ii) the total amount of the Post-Closing Cure Costs, in each case, as finally determined pursuant to this Section 1.9 is equal to the Estimated Purchase Price, there will be no adjustment to the Purchase Price pursuant to this Section 1.9. (h) Any payments made pursuant to this Section 1.9 shall be treated as an adjustment to the Purchase Price by the Parties for Tax purposes unless otherwise required by applicable Law.

Post-Closing Adjustment to Purchase Price. Within ninety (90) As soon as practicable, ----------------------------------------- but in any event within 30 days after the Closing DateClosing, Invatec the Buyer shall deliver engage Xxxxxx Xxxxxxxx LLP to prepare, in accordance with GAAP (applied in a manner consistent with the Stockholders an unaudited combined Audited Financial Statements), a balance sheet of each Company (the Company and the Company Subsidiaries, prepared "Closing Date Balance Sheets") as of the end of the business on September 30, 1996. If the aggregate shareholders' equity as shown on the Closing Date Balance Sheets is less than $1,350,000 (such amount is referred to as the "Net Worth Deficiency"), within ten business days after delivery of the Post-Closing Balance Sheets to the Companies, the Companies shall pay the Buyer by wire transfer of immediately available funds an amount equal to the Net Worth Deficiency. If the aggregate shareholders' equity as shown on the Closing Date Balance Sheets is greater than $1,350,000 (such amount is referred to as the "Net Worth Excess"), within ten business days after delivery of the Post-Closing Balance Sheets to the Companies, the Buyer shall pay to the Companies by wire transfer of immediately available funds an amount equal to the Net Worth Excess. Notwithstanding anything in this Section 2.6 to the contrary, if there is any Net Worth Deficiency or Net Worth Excess and the parties hereto dispute any item contained on the Closing Date Balance Sheets, the party disputing such item shall notify the other party in writing of each disputed item, and specify the amount thereof in dispute within thirty business days after the delivery of the Closing Balance Sheets. If the Buyer and the Companies cannot resolve any such dispute which would eliminate or reduce the amount of the Net Worth Deficiency or Net Worth Excess, as applicable, then the amount to which there is no dispute promptly shall be paid and the amount in dispute shall be resolved by an independent nationally recognized accounting firm which is reasonably acceptable to the Buyer and the Companies (the "Post-Closing Financial StatementsIndependent Accounting Firm"). These Post-Closing Financial Statements The determination of the Independent Accounting Firm shall become be made as promptly as practical and shall be final and binding on the Parties on the 15th day following receipt thereof parties, absent manifest error which error may only be corrected by the Stockholders unless a Stockholder furnishes written notice of his disagreement ("Notice of Disagreement") to Invatec prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by a Stockholder to Invatec in accordance with this PARAGRAPH 5, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Independent Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), Any expenses relating to the Accounting Firm for review and resolution. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by engagement of the Accounting Firm. All proceedings conducted by the Independent Accounting Firm shall be conducted at allocated between the offices Buyer and the Companies so that the Companies share of such costs shall be in the same proportion that the aggregate amount of the disputed amounts submitted to the Independent Accounting Firm in Houstonthat are unsuccessfully disputed by the Companies (as finally determined by the Independent Accounting Firm) bears to the total amount of such disputed amounts so submitted to the Independent Account Firm. All distributions made by the Companies prior to the Closing Date shall be deemed to have been made on or before September 30, Texas1996 for purposes of this calculation regardless of when declared or made. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date parties acknowledge that all profits and losses of the submission Companies realized after the close of business on September 30, 1996 will accrue to the Accounting Firm. The cost of any proceeding (including the fees benefit or detriment of the Accounting Firm but excluding Buyer, as applicable. In this regard, for tax purposes, the fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 Companies shall be borne one-half by Invatec and one-half, jointly and severally, by operate the Stockholders. The fees and disbursements of Stockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, Businesses as agents for the Buyer and the fees Buyer, as principal, shall recognize all such income, profit, losses and disbursements of Invatec's independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Invatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statementsexpenses."

Post-Closing Adjustment to Purchase Price. Within (a) As soon as reasonably practical following the Closing (but in no event more than ninety (90) days after the Closing Date), Invatec taking into account the inventory count performed in accordance with Section 2.4(a) or 2.4(b), as appropriate, the Buyers shall prepare and deliver to the Stockholders an unaudited combined balance sheet Sellers (i) the Closing Balance Sheets, which Buyers may, at their sole option and expense, have audited within such ninety (90) day period; and (ii) based on the Closing Balance Sheets, a calculation of the Company US Net Worth and the Company Subsidiaries, prepared as Canadian Net Worth. Sellers shall cooperate fully with Buyers in the preparation of the Closing Date Balance Sheets. All expenses incurred in connection with the preparation of the Closing Balance Sheets shall be the responsibility of the Buyers. (b) The Closing Balance Sheets and the "Post-Closing Financial Statements"). These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by the Stockholders unless a Stockholder furnishes written notice of his disagreement ("Notice of Disagreement") to Invatec prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by a Stockholder to Invatec in accordance with this PARAGRAPH 5, then the Post-Closing Financial Statements Net Worths shall become final and binding upon the Parties on parties unless, within sixty (60) days following delivery to the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing Sellers by the Accounting Firm. During Buyers of the 10-day period following Closing Balance Sheets and the delivery of a Notice of DisagreementNet Worths, the Parties Sellers notify the Buyers of their objection thereto, which objection may only be that the Closing Balance Sheets or the Net Worths were not properly computed in accordance with the Accounting Methodology and this Section 2.5. Any notice of objection shall seek specify in reasonable detail the reasons for objection. If the Sellers so notify the Buyers of their objection to the Closing Balance Sheets and/or the Net Worths, the Sellers and the Buyers shall negotiate in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreementdifferences. If, within thirty (30) days following the receipt of such notice by the Buyers (the "Resolution Period"), any of such differences have not been resolved, then the parties shall submit the dispute to KPMG LLP or another mutually agreed independent accounting firm selected by Buyers and the Sellers (the "Independent Accounting Firm"). The Independent Accounting Firm will conduct its own review and evaluate those items or amounts in the Closing Balance Sheets relevant to the calculation of the Net Worths and shall determine only those items still in dispute at the end of the Resolution Period and shall determine whether such items have been prepared in accordance with the terms of this Agreement and, with respect to both Closing Balance Sheets, with US generally accepted accounting principles, consistently applied. The Independent Accounting Firm will be granted reasonable access to all records of the Companies necessary for the conduct of such review, and the parties hereto agree to follow such procedures and make such submissions to the Independent Accounting Firm as it may request in conducting its review and making its determination under this Section 2.5(b). Buyers and Sellers shall instruct the Independent Accounting Firm to not assign a value to any item in dispute greater than the highest value for such item assigned by Buyers or Sellers, or less than the lowest value for such item assigned by Buyers or Sellers. Each party agrees to execute, if requested by the Independent Accounting Firm, a reasonable engagement letter. The Independent Accounting Firm's determination shall be made within forty-five (45) days after its engagement (which engagement shall be made no later than ten (10) Business Days after the end of the Resolution Period), or as soon thereafter as possible, shall be set forth in a written statement delivered to the Sellers and the Buyers and shall be final, conclusive, non-day period (or such longer period of time as appealable and binding for all purposes hereunder. In the Parties may agree upon event the Sellers object to the Closing Balance Sheets and the Net Worths in writingaccordance with this Section 2.5(b), the Parties Closing Balance Sheets and the Net Worths, adjusted to reflect the determination of the Independent Accounting Firm with respect to the disputed items and the agreed resolutions with respect to items for which the Sellers and the Buyers have reached a resolution, shall become final and binding upon the parties. The determination of the Independent Accounting Firm shall not reached agreement on such mattersbe deemed an award subject to review under the Federal Arbitration Act or any other statute. The fees and expenses of the Independent Accounting Firm in resolving any differences pursuant to this Section 2.5(b) shall be paid one-half by the Sellers and one-half by the Buyers. (c) Within ten (10) days following the final determination of the Closing Balance Sheets and the Net Worths in accordance with Section 2.5(b): (i) If the sum of the US Net Worth plus the Canadian Net Worth is greater than $29,061,000 (which amount was computed by reference to the June 2002 Financial Statements and the September 2002 Financial Statements in accordance with the Accounting Methodology, and which amount is subject to adjustment as set forth therein), the matters US Buyer shall deliver to the US Seller, at the sole option of the US Buyer, either (1) that whole number (with any fractional shares to be paid in cash, unless Buyers elect to round up the number of shares) of shares of Barnes Common Stock that when multiplied by the Stock Value (as deterxxxxx on the date that is two (2) Business Days prior to the Closing Date) equals the amount of such excess, or (2) by wire transfer of immediately available funds, cash in an amount equal to such excess; or (ii) If the sum of US Net Worth plus the Canadian Net Worth is less than $29,061,000 (which remain amount was computed by reference to the June 2002 Financial Statements and the September 2002 Financial Statements in disputeaccordance with the Accounting Methodology, together with copies of this Agreementand which amount is subject to adjustment as set forth therein), the Post-US Seller shall deliver to the US Buyer, at the sole option of US Seller, either (1) that whole number (with any fractional shares to be paid in cash, unless Sellers elect to round up the number of shares) of shares of Barnes Common Stock that when multiplied by the Stock Value (as deterxxxxx on the date that is two (2) Business Days prior to the Closing Financial StatementsDate) equals the amount of such deficiency, and or (2) by wire transfer of immediately available funds, cash in an amount equal to such deficiency. (d) In the Notice event Sellers shall not have paid any amount due to Buyers under this Section 2.5 when due (or shall not have authorized the delivery of Disagreementthe applicable number of shares out of the Retainage to Buyers), shall be submittedthen, within upon not less than five (5) days following the expiration of such 10-day period (or any agreed upon extension thereofwritten notice to Sellers, Buyers shall be permitted to offset amounts due to Buyers from Sellers under Section 2.5(c)(ii), to if any, against the Accounting Firm for review and resolutionRetainage. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Accounting Firm. All proceedings conducted by the Accounting Firm shall be conducted at the offices of the Accounting Firm in Houston, Texas. The Accounting Firm shall render a decision resolving the matters in dispute as As soon as practicable following any such offset, Buyers shall provide Sellers with notice of such offset. In the date event of, and to the extent of, any such offset, ownership of that portion of the submission Retainage so off-set shall revert to US Buyer, and all rights of US Seller to the Accounting Firm. The cost of any proceeding (including the fees off-set portion of the Accounting Firm but excluding the fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec and one-half, jointly and severally, by the Stockholders. The fees and disbursements of Stockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Invatec. The final determination as described in any of the procedures Retainage set forth hereinabove in Section 2.3(d) shall constitute the "Final Post-Closing Financial Statementsterminate."

Post-Closing Adjustment to Purchase Price. Within ninety The parties hereto agree as follows: (90i) days As soon as reasonably practicable after the Closing Date, Invatec shall deliver but no later than 90 days thereafter, Seller will provide Purchaser with a computation (the "Computation") of Net Working Capital (as defined below) of Seller as of the Closing Date. Unless Seller has received, within 30 days after delivery to Purchaser of Seller's Computation, a written notice to the Stockholders an unaudited combined balance sheet effect that Purchaser objects to the Computation (which notice shall specify the basis for such objection) (a "Notice of Objection"), the Computation shall be binding upon the parties hereto. Purchaser agrees that no basis for such objection shall exist unless the difference between the Computation and Purchaser's computation exceeds $10,000 in the aggregate. If a Notice of Objection is properly given by Purchaser and the parties cannot mutually resolve their disagreement within 20 business days following receipt of the Company Notice of Objection by Seller, the dispute shall be determined by submission thereof to arbitration by a panel of three arbitrators, one of whom shall be appointed by Purchaser, one by Seller and the Company Subsidiariesthird by the other two arbitrators. The arbitration shall be conducted pursuant to the commercial arbitration rules and regulations of the American Arbitration Association. The parties agree that the determination of the arbitrators will be final and binding and, prepared within 5 days of the issuance of the arbitrator's ruling, payment shall be made to the prevailing party. The prevailing party shall be paid by the other party its reasonable fees and costs incurred in connection with the arbitration. (ii) If no Notice of Objection is properly given by Purchaser, if Purchaser waives the 30 day objection period, or a Notice of Objection is properly given by Purchaser and the parties resolve any disagreement set forth therein, then the parties shall proceed as follows: (A) If, based upon the Computation, Net Working Capital as of the Closing Date was less than 95% of Net Working Capital as of December 31, 1999, then Purchaser shall promptly pay to Seller the amount by which Net Working Capital as of the Closing Date is less than 95% of Net Working Capital as of December 31, 1999. (B) If, based upon the "Post-Computation, Net Working Capital as of the Closing Financial Statements"Date was greater than 105% of Net Working Capital as of December 31, 1999, then Seller shall promptly pay to Purchaser the amount by which Net Working Capital as of Closing Date is greater than 105% of Net Working Capital as of December 31, 1999. (iii) Net Working Capital as of the Closing Date shall be calculated pursuant to the formula set forth on Schedule 3.1(d) and shall be defined as set forth on Schedule 3.1(d). These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by the Stockholders unless a Stockholder furnishes written notice Net Working Capital as of his disagreement ("Notice of Disagreement") to Invatec prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement December 31, 1999 is sent by a Stockholder to Invatec in accordance with this PARAGRAPH 5, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: (i) the date the Parties resolve in writing any differences they have with respect to any matter specified in the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to the Accounting Firm for review and resolution. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Accounting Firm. All proceedings conducted by the Accounting Firm shall be conducted at the offices of the Accounting Firm in Houston, Texas. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any proceeding (including the fees of the Accounting Firm but excluding the fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec and one-half, jointly and severally, by the Stockholders. The fees and disbursements of Stockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Invatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statementson Schedule 3.1(d)."

Post-Closing Adjustment to Purchase Price. Within ninety (90i) As soon as practicable, but in any event within twenty-one (21) days after the Closing Date, Invatec Seller shall prepare and deliver the Closing Date Statement to the Stockholders an unaudited combined balance sheet Purchaser. The Closing Date Statement shall include a calculation of the Company and Net Assets (as hereafter defined) of the Company Subsidiaries, prepared Business as of the Closing Date (the "Post-Closing Financial Statements"). These Post-Closing Financial Statements shall become final and binding on the Parties on the 15th day following receipt thereof by the Stockholders unless a Stockholder furnishes written notice of his disagreement ("Notice of DisagreementDate Net Assets") to Invatec prior to such date. Any Notice of Disagreement shall specify in detail and the nature amount of any disagreement so assertedNet Assets Adjustment. If Purchaser and Seller agree that (x) the term "Net Assets" shall have the meaning set forth on Schedule 2.6(b)(1), and (y) the Closing Date Net Assets shall be derived from a Notice balance sheet of Disagreement is sent by a Stockholder to Invatec the Business as of the Closing Date, which balance sheet, except as set forth on Schedule 2.6(b)(2), shall be prepared in accordance with this PARAGRAPH 5GAAP applied in a manner consistent with the Financial Statements. Purchaser shall give Seller and its independent auditors access at all reasonable times to the properties, then books and records pertaining to the Post-Closing Financial Statements shall become final and binding upon the Parties Purchased Assets for such purpose. Purchaser may not dispute any amounts reflected on the earlier to occur of: (i) Closing Date Statement unless Purchaser can demonstrate that the date Closing Date Statement was not prepared in accordance with GAAP applied in a manner consistent with the Parties resolve Financial Statements. Purchaser shall notify Seller in writing any differences they have with respect to any matter specified in of each disputed item, and specify the Notice of Disagreement, or (ii) the date any disputed matters are finally resolved in writing by the Accounting Firm. During the 10-day period following the delivery of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period (or such longer period of time as the Parties may agree upon in writing), the Parties have not reached agreement on such matters, the matters which remain amount thereof in dispute, together with copies within twenty-one (21) days of this Agreement, Purchaser's receipt of the Post-Closing Financial StatementsDate Statement. If Purchaser timely notifies Seller of any such dispute, and the Notice Seller and Purchaser cannot resolve any such dispute within seven (7) days of DisagreementPurchaser's delivery of such notice, such dispute shall be submittedresolved by PriceWaterhouseCoopers LLP, within five or if such firm is unable to so act or is not at such time independent of both Seller and Purchaser, by an independent internationally recognized accounting firm selected by Seller which accounting firm is reasonably acceptable to Purchaser (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), accounting firm so engaged shall hereinafter be referred to as the Accounting Firm for review and resolution. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the "Independent Accounting Firm. All proceedings conducted by the Accounting Firm shall be conducted at the offices of the Accounting Firm in Houston, Texas. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any proceeding (including the fees of the Accounting Firm but excluding the fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec and one-half, jointly and severally, by the Stockholders. The fees and disbursements of Stockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Invatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial Statements."

Post-Closing Adjustment to Purchase Price. Within ninety (90a) The Seller shall make a post-Closing payment (the "Post Closing Payment") to the Buyer in the event that the Seller's net revenues from sales of the Products in the United States and Canada (other than to Buyer) during the period from Closing through September 30, 1997, as reflected in the accounting records of the Seller, are less than $741,285, unless sales of VetRed Products during such period are greater than $574,000 and as a consequence make up in whole or in part the amount of the shortfall in Witness Products. In such case, the Seller shall pay to the Buyer a Post-Closing Payment equal to 38% of the amount of such shortfall in Retained Inventory and, if necessary, in cash, in accordance with paragraph (c) below. (b) Not later than October 15, 1997, the Seller shall determine whether a Post-Closing Payment is required and shall so notify the Buyer, including in such notice the method of calculating the Post-Closing Payment. Unless the Buyer disputes the calculation of the Post-Closing Payment within fifteen (15) calendar days after the Buyer receives from the Seller the calculation of the Post-Closing DatePayment, Invatec the Buyer shall deliver be deemed to have accepted the calculation of the Post-Closing Payment performed by the Seller. In the event that the Buyer disputes the calculation of the Post-Closing Payment in writing within fifteen (15) calendar days after delivery of the Post-Closing Payment calculation, the Chief Executive Officers of each of Buyer and the Seller shall first use reasonable commercial efforts to resolve such dispute between themselves. If they are unable to resolve the dispute within fifteen (15) calendar days after delivery of the aforementioned notice, the dispute shall be submitted to binding arbitration in accordance with the procedures set forth in Section 10 of this Agreement. (c) The Post-Closing Payment shall be made to the Stockholders an unaudited combined balance sheet Buyer by the transfer to the Buyer of Retained Inventory (meeting the standards set forth in Subsection 1.6(b) above) having a value equal to the amount of the Company and Post-Closing Payment, valuing such Retained Inventory at the Company SubsidiariesSeller's cost; provided that in -------- no event shall the amount of Retained Inventory so transferred to the Buyer, prepared as taken together with all then existing Inventory held by the Buyer, exceed the Buyer's forecasted ten-month purchase requirements for such Products. Title to such Retained Inventory shall be transferred to the Buyer within three (3) business days after the amount of the Post-Closing Date Payment is finally determined in accordance with this Section 1.7 (the "Post-Closing Financial StatementsPayment Date"). These Post-Closing Financial Statements The Seller shall become final warehouse such Retained Inventory on behalf of the Buyer, as bailee for the Buyer and binding on at the Parties on Seller's sole cost and expense. To the 15th day following receipt thereof by extent that the Stockholders unless a Stockholder furnishes written notice amount of his disagreement ("Notice of Disagreement") to Invatec prior to such date. Any Notice of Disagreement shall specify in detail the nature of any disagreement so asserted. If a Notice of Disagreement is sent by a Stockholder to Invatec in accordance with this PARAGRAPH 5, then the Post-Closing Financial Statements shall become final and binding upon the Parties on the earlier to occur of: Payment exceeds (i) the date value of the Parties resolve in writing any differences they have with respect to any matter specified in Retained Inventory (if any) then held by the Notice of Disagreement, Seller or (ii) the date any disputed matters are finally resolved value of the Retained Inventory transferred to the Buyer in writing by accordance with the Accounting Firm. During the 10-day period following the delivery first sentence of a Notice of Disagreement, the Parties shall seek in good faith to resolve in writing any differences which they may have with respect to any matter specified in the Notice of Disagreement. If, at the end of such 10-day period this Subsection (or such longer period of time as the Parties may agree upon in writingc), the Parties have not reached agreement Seller shall pay such excess amount to the Buyer in cash on such matters, the matters which remain in dispute, together with copies of this Agreement, the Post-Closing Financial Statements, and the Notice of Disagreement, shall be submitted, within five (5) days following the expiration of such 10-day period (or any agreed upon extension thereof), to the Accounting Firm for review and resolution. In connection with such submission, Invatec and each Stockholder shall promptly execute any waivers, releases, indemnification agreements or fee agreements requested by the Accounting Firm. All proceedings conducted by the Accounting Firm shall be conducted at the offices of the Accounting Firm in Houston, Texas. The Accounting Firm shall render a decision resolving the matters in dispute as soon as practicable following the date of the submission to the Accounting Firm. The cost of any proceeding (including the fees of the Accounting Firm but excluding the fees and disbursements of each Party's independent auditors and counsel) pursuant to this PARAGRAPH 5 shall be borne one-half by Invatec and one-half, jointly and severally, by the Stockholders. The fees and disbursements of Stockholders' independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne, jointly and severally, by Stockholders, and the fees and disbursements of Invatec's independent auditors and counsel incurred in connection with this PARAGRAPH 5 shall be borne by Invatec. The final determination as described in any of the procedures set forth hereinabove shall constitute the "Final Post-Closing Financial StatementsPayment Date."