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

Post-Closing Adjustments to the Purchase Price. Promptly as practicable following the Closing Date, but in no event later than 30 days, Buyer shall prepare in good faith and deliver to Seller a final calculation of the Purchase Price and any adjustments thereto as of the Closing Date (the “Final Closing Date Statement”). Within thirty (30) days after the receipt of the Final Closing Date Statement (the “Objection Period”), the Seller shall (A) review the Final Closing Date Statement together with the workpapers used in the preparation thereof and (B) object to any item or items shown thereon. Until a Final Closing Date Statement is settled pursuant to this Section 2.3.4(a), Buyer shall (A) provide Seller and Seller's authorized representatives reasonable access during normal business hours to all relevant workpapers to the extent required to complete their review of the Final Closing Date Statement, and (B) cooperate with Seller and Seller's authorized representatives in connection with their reasonable requests regarding the review of the Final Closing Date Statement, including by providing on a timely basis all information necessary in reviewing the Final Closing Date Statement. Seller shall notify Buyer of any objections to the Final Closing Date Statement, setting forth a description of such objection and the dollar amount of such objection. If Seller does not object during the Objection Period, the Final Closing Date Statement shall be conclusive and binding on the Parties. If Seller objects during the Objection Period and Buyer and Seller are unable to resolve such objections within 20 days after delivery by Seller of its objections, then all disagreements shall be submitted for resolution to a certified public accounting firm of national standing who has not had a substantial relationship with either Buyer (or any of its Affiliates) or Seller (or any of its Affiliates) in the last two (2) years, and who is reasonably acceptable to Seller and Buyer (the “Independent Auditor”). The Independent Auditor shall be selected as promptly as practicable, but in no event later than 10 days following the expiration of such 20-day period. If Seller and Buyer cannot agree on the selection of the Independent Auditor within the 10-day period, then Seller and Buyer shall request the American Arbitration Association, New York office, to appoint the Independent Auditor. The American Arbitration Association's appointment of the Independent Auditor shall be final and binding. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter, including customary indemnities. The Independent Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 2.3.4(a) and not more than two rounds of presentations by Seller and Buyer, and not by independent review, only those issues still in dispute and in making such determination shall select either Buyer's or Seller's determination of the disputed dollar amount with respect to each issue disputed. The Independent Auditor shall have up to 30 days after its appointment to resolve any disputes that are submitted to such Independent Auditor. The Final Closing Date Statement, either as agreed to by Buyer and Seller or as adjusted by the Independent Auditor pursuant to the preceding sentence, shall be final and binding upon the Parties. The fees and expenses of the Independent Auditor shall be shared equally by Seller and Buyer. If the Purchase Price as reflected on the Final Closing Date Statement (“Final Purchase Price”) is less than the Purchase Price as estimated in the Preliminary Closing Date Statement and paid on the Closing Date, Seller shall pay to Buyer, by wire transfer in immediately available funds, the amount by which the Closing Date Payment Amount exceeds the Final Purchase Price, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to but excluding the date of payment. If the Final Purchase Price is greater than the Closing Date Payment Amount, Buyer shall pay to Seller, by wire transfer in immediately available funds, the amount by which the Final Purchase Price exceeds the Closing Date Payment Amount, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to but excluding the date of payment.

Post-Closing Adjustments to the Purchase Price. Promptly The Closing Payment payable by Buyer to the Selling Shareholders on the Closing Date pursuant to Section 2.2 hereof may be adjusted as practicable following follows. At the time of Closing, _________ that total portion of the Closing Payment attributable to, and to be paid to Minority Shareholders who are also Selling Shareholders (referred to herein as "Minority Selling Shareholder(s)") shall be reduced by $10,000, with such Closing Payment made to each Minority Selling Shareholder reduced on a pro rata basis. Such $10,000 shall be held in escrow for the benefit of the Minority Selling Shareholders in accordance with the provisions of this Section 2.3. Such escrow may be a law firm trust account designated by Union, or other designee mutually acceptable to Union and Buyer (such entity is designated herein as the "Escrow Agent"). No interest shall be paid on the funds held by the Escrow Agent. Within ninety (90) days after the Closing Date, but in no event later than 30 days, Buyer and the Shareholders shall prepare a closing balance sheet for Union as of the close of business on the Closing Date (the "Closing Balance Sheet"), which shall be mutually acceptable to the Shareholders and Buyer and their respective independent public accountants. The Closing Balance Sheet shall be prepared in accordance with GAAP and consistent with Union's past practices. The amount of the Adjusted Purchase Price shall be increased or decreased, as the case may be, by the difference, if any, between the Adjusted Purchase Price determined in good faith and deliver to Seller a final calculation of the Purchase Price and any adjustments thereto as of the Closing Date (the “Final Closing Date Statement”). Within thirty (30) days after the receipt of the Final Closing Date Statement (the “Objection Period”), the Seller shall (A) review the Final Closing Date Statement together with the workpapers used in the preparation thereof and (B) object to any item or items shown thereon. Until a Final Closing Date Statement is settled pursuant to this Section 2.3.4(a), Buyer shall (A) provide Seller and Seller's authorized representatives reasonable access during normal business hours to all relevant workpapers to the extent required to complete their review of the Final Closing Date Statement, and (B) cooperate with Seller and Seller's authorized representatives in connection with their reasonable requests regarding the review of the Final Closing Date Statement, including by providing on a timely basis all information necessary in reviewing the Final Closing Date Statement. Seller shall notify Buyer of any objections to the Final Closing Date Statement, setting forth a description of such objection and the dollar amount of such objection. If Seller does not object during the Objection Period, the Final Closing Date Statement shall be conclusive and binding on the Parties. If Seller objects during the Objection Period and Buyer and Seller are unable to resolve such objections within 20 days after delivery by Seller of its objections, then all disagreements shall be submitted for resolution to a certified public accounting firm of national standing who has not had a substantial relationship with either Buyer (or any of its Affiliates) or Seller (or any of its Affiliates) in the last two (2) years, and who is reasonably acceptable to Seller and Buyer (the “Independent Auditor”). The Independent Auditor shall be selected as promptly as practicable, but in no event later than 10 days following the expiration of such 20-day period. If Seller and Buyer cannot agree on the selection of the Independent Auditor within the 10-day period, then Seller and Buyer shall request the American Arbitration Association, New York office, to appoint the Independent Auditor. The American Arbitration Association's appointment of the Independent Auditor shall be final and binding. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter, including customary indemnities. The Independent Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 2.3.4(a) and not more than two rounds of presentations by Seller and Buyer, and not by independent review, only those issues still in dispute and in making such determination shall select either Buyer's or Seller's determination of the disputed dollar amount with respect to each issue disputed. The Independent Auditor shall have up to 30 days after its appointment to resolve any disputes that are submitted to such Independent Auditor. The Final Closing Date Statement, either as agreed to by Buyer and Seller or as adjusted by the Independent Auditor pursuant to the preceding sentence, shall be final and binding upon the Parties. The fees and expenses of the Independent Auditor shall be shared equally by Seller and Buyer. If the Adjusted Purchase Price as reflected on the Final Closing Date Statement (“Final Purchase Price”) such is less than the Purchase Price as estimated in the Preliminary Closing Date Statement and paid determined based on the Closing DateBalance Sheet. If, Seller shall pay to Buyer, by wire transfer in immediately available fundsas a result of the foregoing adjustment, the amount by which the Closing Date Payment Amount exceeds the Final Purchase Price, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to but excluding the date of payment. If the Final Adjusted Purchase Price is greater than the Closing Date Payment Amountincreased, Buyer shall pay the Selling Shareholders, in accordance with their percentage interests shown on Exhibit A hereto relative to Sellerall Selling Shareholders (the "Percentage Interests"), the amount of such increase by wire transfer of same-day funds within ten (10) business days of the date on which the parties agree on the Closing Balance Sheet, and the Escrow Agent shall release all funds to the Minority Selling Shareholders. If, as a result of the post-closing adjustment, the Purchase Price is decreased, the Shareholders shall refund to Buyer, in immediately available fundsaccordance with their Percentage Interests, the amount of such decrease by wire transfer of same-day funds within ten (10) business days of the date on which the Final Purchase Price exceeds parties agree on the Closing Date Payment AmountBalance Sheet, plus interest at an annual rate equal and the Escrow Agent shall refund to 2.00%, calculated Buyer the amount of the decrease by wire transfer of same-day funds (within ten (10) business days of the date on a daily basis from and including which the parties agree on the Closing Date Balance Sheet) owed by the Minority Selling Shareholders to but excluding Buyer in accordance with their Percentage Interests. The remainder of such escrow funds shall be released to the date Minority Selling Shareholders by the Escrow Agent. All Minority Selling Shareholders, as a condition to the sale of paymenttheir shares to Buyer hereunder, shall agree in writing to the terms and conditions of these Section 2.3 post-closing adjustments.

Post-Closing Adjustments to the Purchase Price. Promptly as practicable following the Closing Date, but in no event later than 30 days, Buyer shall prepare in good faith and deliver to Seller a final calculation of the Purchase Price and any adjustments thereto as of the Closing Date (the “Final Closing Date Statement”). Within thirty a) On or before ninety (3090) days after the receipt of the Final Closing Date Statement (the “Objection Period”), the Seller shall (A) review the Final Closing Date Statement together with the workpapers used in the preparation thereof and (B) object to any item or items shown thereon. Until a Final Closing Date Statement is settled pursuant to this Section 2.3.4(a), Buyer shall (A) provide Seller and Seller's authorized representatives reasonable access during normal business hours to all relevant workpapers to the extent required to complete their review of the Final Closing Date Statement, and (B) cooperate with Seller and Seller's authorized representatives in connection with their reasonable requests regarding the review of the Final Closing Date Statement, including by providing on a timely basis all information necessary in reviewing the Final Closing Date Statement. Seller shall notify Buyer of any objections to the Final Closing Date Statement, setting forth a description of such objection and the dollar amount of such objection. If Seller does not object during the Objection Period, the Final Closing Date Statement shall be conclusive and binding on the Parties. If Seller objects during the Objection Period and Buyer and Seller are unable to resolve such objections within 20 days after delivery by Seller of its objections, then all disagreements shall be submitted for resolution to a certified public accounting firm of national standing who has not had a substantial relationship with either Buyer (or any of its Affiliates) or Seller (or any of its Affiliates) in the last two (2) years, and who is reasonably acceptable to Seller and Buyer (the “Independent Auditor”). The Independent Auditor shall be selected as promptly as practicable, but in no event later than 10 days following the expiration of such 20-day period. If Seller and Buyer cannot agree on the selection of the Independent Auditor within the 10-day period, then Seller and Buyer shall request the American Arbitration Association, New York office, to appoint the Independent Auditor. The American Arbitration Association's appointment of the Independent Auditor shall be final and binding. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter, including customary indemnities. The Independent Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 2.3.4(a) and not more than two rounds of presentations by Seller and Buyer, and not by independent review, only those issues still in dispute and in making such determination shall select either Buyer's or Seller's determination of the disputed dollar amount with respect to each issue disputed. The Independent Auditor shall have up to 30 days after its appointment to resolve any disputes that are submitted to such Independent Auditor. The Final Closing Date Statement, either as agreed to by Buyer and Seller or as adjusted by the Independent Auditor pursuant to the preceding sentence, shall be final and binding upon the Parties. The fees and expenses of the Independent Auditor shall be shared equally by Seller and Buyer. If the Purchase Price as reflected on the Final Closing Date Statement (“Final Purchase Price”) is less than the Purchase Price as estimated in the Preliminary Closing Date Statement and paid on the Closing Date, Seller shall pay prepare and deliver to BuyerBuyer a revised Statement setting forth the actual Purchase Price Adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Statement in order to permit Buyer to perform or cause to be performed an audit. The revised Statement shall become final and binding upon the parties on the 30th day following receipt thereof by wire transfer Buyer (the "Final Settlement Date") unless Buyer gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in immediately available fundsdetail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Statement (as revised in accordance with clause (i) or (ii) below) shall become final and binding on the parties on, and the Final Settlement Date shall be, the amount by earlier of (i) the date Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date on which the Closing Date Payment Amount exceeds Final Statement (as hereinafter defined) is issued by the Final Purchase Price, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including Arbitrator (as hereinafter defined). (b) During the Closing Date to but excluding thirty (30) days following the date of paymentreceipt by Seller of the Notice of Disagreement, Seller and Buyer shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If If, at the end of such 30 day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Arbitrator") by either party for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing. Each party shall, not later than seven (7) business days prior to the hearing date set by the Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Statement that reflects such figures). The figures submitted need not be the figures offered during prior negotiations. The hearing will be scheduled seven (7) business days following submission of the settlement figures, or as soon thereafter as is acceptable to the Arbitrator, and shall be conducted on a confidential basis without continuance or adjournment. The Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) within three (3) business days after the conclusion of the hearing, unless the parties reach agreement prior thereto and withdraw the dispute from arbitration. The Arbitrator shall provide to the parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Purchase Price is greater than Statement reflecting such decisions. The decision of the Closing Date Payment AmountArbitrator shall be final and binding on the parties. The cost of any arbitration (including the fees and expenses of the Arbitrator) pursuant to this Section 2.5 shall be borne equally by Buyer, Buyer shall pay to on the one hand, and Seller, by wire transfer in immediately available funds, on the amount by which the Final Purchase Price exceeds the Closing Date Payment Amount, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from other hand. The fees and including the Closing Date to but excluding the date disbursements of payment.Seller's independent auditors incurred

Post-Closing Adjustments to the Purchase Price. Promptly (i) Attached hereto as practicable following the Closing Date, but in no event later than 30 days, Buyer shall prepare in Exhibit K is a balance sheet which represents Seller’s good faith estimate of its assets, liabilities and deliver to Seller a final calculation of the Purchase Price and any adjustments thereto stockholders equity as of the Closing Date (the “Final Projected Balance Sheet”), which Projected Balance Sheet is marked (A) to distinguish assets that Seller acknowledges are Acquired Assets from assets that Seller believes are not Acquired Assets, and (B) to distinguish liabilities that Seller believes are Assumed Liabilities from liabilities that Sellers acknowledges are not Assumed Liabilities. During the sixty-day (60-day) period following the Closing, Buyer shall modify the Projected Balance Sheet to produce a balance sheet dated as of the Closing Date Statement(the “Reviewed Closing Date Balance Sheet”) reflecting all changes required by GAAP and by information obtained by it subsequent to the Closing, which Closing Date Balance Sheet shall, at the Buyer’s expense, at a minimum be reviewed by Xxxx Xxxxxx & Xxxxxx. (ii) To the extent that (A) the difference between the book value of the current assets included in the Acquired Assets, less the book value of the Assumed Liabilities, in each case as reflected on the Projected Balance Sheet, exceeds (B) the difference between the book value of the current assets included in the Acquired Assets, less the book value of the Assumed Liabilities, in each case as reflected on the Reviewed Closing Date Balance Sheet, the Purchase Price shall be reduced by the amount of such excess. For purposes of this subsection (ii), (A) will be deemed to exceed (B) if: (X) the difference calculated in (A) is a smaller negative number than the difference calculated in (B), (Y) the difference calculated in (A) is a larger positive number than the difference calculated in (B), or (Z) the difference calculated in (A) is a positive number and the difference calculated in (B) is a negative number. Within Any reductions to the Purchase Price pursuant to this Section 2(d)(ii) shall be payable out of the Escrow Shares using the Market Price as of the Closing Date. (iii) Seller and the Buyer shall use their reasonable best efforts to mutually agree upon the amount of any adjustment under Section 2(d)(ii) not later than the later to occur of the date that is (a) sixty (60) days following the Closing, or (b) thirty (30) days after the receipt following Buyer’s delivery to Seller of the Final Reviewed Closing Date Statement (Balance Sheet, after which date, if agreement has not been reached, either may initiate a legal action in order to have a court determine the “Objection Period”), the Seller shall (A) review the Final Closing Date Statement together with the workpapers used in the preparation thereof and (B) object to any item or items shown thereon. Until a Final Closing Date Statement is settled pursuant to this Section 2.3.4(a), Buyer shall (A) provide Seller and Seller's authorized representatives reasonable access during normal business hours to all relevant workpapers to the extent required to complete their review amount of the Final Closing Date Statement, and (B) cooperate with Seller and Seller's authorized representatives in connection with their reasonable requests regarding the review of the Final Closing Date Statement, including by providing on a timely basis all information necessary in reviewing the Final Closing Date Statement. Seller shall notify Buyer of any objections to the Final Closing Date Statement, setting forth a description of such objection and the dollar amount of such objection. If Seller does not object during the Objection Period, the Final Closing Date Statement shall be conclusive and binding on the Parties. If Seller objects during the Objection Period and Buyer and Seller are unable to resolve such objections within 20 days after delivery by Seller of its objections, then all disagreements shall be submitted for resolution to a certified public accounting firm of national standing who has not had a substantial relationship with either Buyer (or any of its Affiliates) or Seller (or any of its Affiliates) in the last two (2) years, and who is reasonably acceptable to Seller and Buyer (the “Independent Auditor”). The Independent Auditor shall be selected as promptly as practicable, but in no event later than 10 days following the expiration of such 20-day period. If Seller and Buyer cannot agree on the selection of the Independent Auditor within the 10-day period, then Seller and Buyer shall request the American Arbitration Association, New York office, to appoint the Independent Auditor. The American Arbitration Association's appointment of the Independent Auditor shall be final and binding. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter, including customary indemnities. The Independent Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 2.3.4(a) and not more than two rounds of presentations by Seller and Buyer, and not by independent review, only those issues still in dispute and in making such determination shall select either Buyer's or Seller's determination of the disputed dollar amount with respect to each issue disputed. The Independent Auditor shall have up to 30 days after its appointment to resolve any disputes that are submitted to such Independent Auditor. The Final Closing Date Statement, either as agreed to by Buyer and Seller or as adjusted by the Independent Auditor pursuant to the preceding sentence, shall be final and binding upon the Parties. The fees and expenses of the Independent Auditor shall be shared equally by Seller and Buyer. If the Purchase Price as reflected on the Final Closing Date Statement (“Final Purchase Price”) is less than the Purchase Price as estimated in the Preliminary Closing Date Statement and paid on the Closing Date, Seller shall pay to Buyer, by wire transfer in immediately available funds, the amount by which the Closing Date Payment Amount exceeds the Final Purchase Price, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to but excluding the date of payment. If the Final Purchase Price is greater than the Closing Date Payment Amount, Buyer shall pay to Seller, by wire transfer in immediately available funds, the amount by which the Final Purchase Price exceeds the Closing Date Payment Amount, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to but excluding the date of paymentadjustment.

Post-Closing Adjustments to the Purchase Price. Promptly as practicable following the Closing Date, but in no event later than 30 days, Buyer shall prepare in good faith and deliver to Seller a final calculation of the Purchase Price and any adjustments thereto as of the Closing Date (the “Final Closing Date Statement”). Within thirty (30a) On or before 60 days after the receipt of the Final Closing Date Statement (the “Objection Period”), the Seller shall (A) review the Final Closing Date Statement together with the workpapers used in the preparation thereof and (B) object to any item or items shown thereon. Until a Final Closing Date Statement is settled pursuant to this Section 2.3.4(a), Buyer shall (A) provide Seller and Seller's authorized representatives reasonable access during normal business hours to all relevant workpapers to the extent required to complete their review of the Final Closing Date Statement, and (B) cooperate with Seller and Seller's authorized representatives in connection with their reasonable requests regarding the review of the Final Closing Date Statement, including by providing on a timely basis all information necessary in reviewing the Final Closing Date Statement. Seller shall notify Buyer of any objections to the Final Closing Date Statement, setting forth a description of such objection and the dollar amount of such objection. If Seller does not object during the Objection Period, the Final Closing Date Statement shall be conclusive and binding on the Parties. If Seller objects during the Objection Period and Buyer and Seller are unable to resolve such objections within 20 days after delivery by Seller of its objections, then all disagreements shall be submitted for resolution to a certified public accounting firm of national standing who has not had a substantial relationship with either Buyer (or any of its Affiliates) or Seller (or any of its Affiliates) in the last two (2) years, and who is reasonably acceptable to Seller and Buyer (the “Independent Auditor”). The Independent Auditor shall be selected as promptly as practicable, but in no event later than 10 days following the expiration of such 20-day period. If Seller and Buyer cannot agree on the selection of the Independent Auditor within the 10-day period, then Seller and Buyer shall request the American Arbitration Association, New York office, to appoint the Independent Auditor. The American Arbitration Association's appointment of the Independent Auditor shall be final and binding. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter, including customary indemnities. The Independent Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 2.3.4(a) and not more than two rounds of presentations by Seller and Buyer, and not by independent review, only those issues still in dispute and in making such determination shall select either Buyer's or Seller's determination of the disputed dollar amount with respect to each issue disputed. The Independent Auditor shall have up to 30 days after its appointment to resolve any disputes that are submitted to such Independent Auditor. The Final Closing Date Statement, either as agreed to by Buyer and Seller or as adjusted by the Independent Auditor pursuant to the preceding sentence, shall be final and binding upon the Parties. The fees and expenses of the Independent Auditor shall be shared equally by Seller and Buyer. If the Purchase Price as reflected on the Final Closing Date Statement (“Final Purchase Price”) is less than the Purchase Price as estimated in the Preliminary Closing Date Statement and paid on the Closing Date, Seller shall pay prepare and deliver to BuyerBuyer a revised Statement setting forth the actual Purchase Price Adjustments. To the extent reasonably required by Seller, Buyer shall assist in the preparation of the revised Statement. Seller shall provide Buyer such data and information as Buyer may reasonably request supporting the amounts reflected on the revised Statement in order to permit Buyer to perform or cause to be performed an audit. The revised Statement shall become final and binding upon the parties on the 30th day following receipt thereof by wire transfer Buyer (the "Final Settlement Date") unless Buyer gives written notice of its disagreement ("Notice of Disagreement") to Seller prior to such date. Any Notice of Disagreement shall specify in immediately available fundsdetail the dollar amount, nature and basis of any disagreement so asserted. If a Notice of Disagreement is received by Seller in a timely manner, then the Statement (as revised in accordance with clause (i) or (ii) below) shall become final and binding on the parties on, and the Final Settlement Date shall be, the amount by earlier of (i) the date Seller and Buyer agree in writing with respect to all matters specified in the Notice of Disagreement or (ii) the date on which the Closing Date Payment Amount exceeds Final Statement (as hereinafter defined) is issued by the Final Purchase Price, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including Arbitrator (as hereinafter defined). (b) During the Closing Date to but excluding 30 days following the date of paymentreceipt by Seller of the Notice of Disagreement, Seller and Buyer shall attempt to resolve in writing any differences that they may have with respect to all matters specified in the Notice of Disagreement. If If, at the end of such 30 day period (or earlier by mutual agreement to arbitrate), Buyer and Seller have not reached agreement on such matters, the matters that remain in dispute may be submitted to an arbitrator (the "Arbitrator") by either party for review and resolution. The Arbitrator shall be a nationally recognized independent public accounting firm as shall be agreed upon by Buyer and Seller in writing. Each party shall, not later than seven business days prior to the hearing date set by the Arbitrator, submit a brief with dollar figures for settlement of the disputes as to the amount of the Adjusted Purchase Price (together with a proposed Statement that reflects such figures). The figures submitted need not be the figures offered during prior negotiations. The hearing will be scheduled seven business days following submission of the settlement figures, or as soon thereafter as is acceptable to the Arbitrator, and shall be conducted on a confidential basis without continuance or adjournment. The Arbitrator shall render a decision resolving the matters in dispute (which decision shall include a written statement of findings and conclusions) within three business days after the conclusion of the hearing, unless the parties reach agreement prior thereto and withdraw the dispute from arbitration. The Arbitrator shall provide to the parties explanations in writing of the reasons for its decisions regarding the Adjusted Purchase Price and shall issue the Final Purchase Price is greater than Statement reflecting such decisions. The decision of the Closing Date Payment AmountArbitrator shall be final and binding on the parties. The cost of any arbitration (including the fees and expenses of the Arbitrator) pursuant to this Section 2.5 shall be borne equally by Buyer, Buyer shall pay to on the one hand, and Seller, on the other hand. The fees and disbursements of Seller's independent auditors incurred in connection with the procedures performed with respect to the Statement shall be borne by wire transfer the Seller and the fees and disbursements of Buyer's independent auditors incurred in immediately available fundsconnection with their preparation of the Notice of Disagreement shall be borne by Buyer. As used in this Agreement the term "Final Statement" shall mean the revised Statement described in Section 2.5(a), as prepared by Seller and as may be subsequently adjusted to reflect any subsequent written agreement between the parties with respect thereto, or if submitted to the Arbitrator, the amount Statement issued by which the Final Purchase Price exceeds the Closing Date Payment Amount, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to but excluding the date of paymentArbitrator.

Post-Closing Adjustments to the Purchase Price. Promptly as practicable (a) Within 45 days following the Closing Date, but in no event later than 30 daysthe Purchaser shall prepare, Buyer shall prepare in good faith or cause to be prepared, and deliver to the Seller, the Closing Date Balance Sheet, which shall set forth the Total Assets, Total Liabilities and Consolidated Total Shareholder’s Equity and shall be prepared in accordance with GAAP applied on a basis consistent with the Audited Balance Sheet Statement and using the same accounting policies, principles and practices that were used to prepare the Audited Balance Sheet Statement (the “Company Accounting Policies”) without any changes or modifications unless such changes or modifications are required by GAAP applied on a basis consistent with the Company Accounting Policies. If requested by the Purchaser, the Seller a final calculation shall provide the Purchaser with reasonable assistance in preparing the Closing Date Balance Sheet. (b) If no Seller’s Objection is received by the Purchaser on or before the close of business on the Purchase Price and any adjustments thereto as 45th day following receipt by the Seller of the Closing Date (Balance Sheet from the “Final Purchaser, then the Consolidated Total Shareholder’s Equity set forth on the Closing Date Statement”)Balance Sheet shall be final. Within thirty In the event that the Seller determines that the Closing Date Balance Sheet (30including the calculation of Consolidated Total Shareholder’s Equity included thereon) days after has not been prepared on the receipt basis set forth in Section 2.06(a) (and, with respect to the calculation of the Final Closing Date Statement (Consolidated Total Shareholder’s Equity, on a basis consistent with the “Objection Period”calculation of the Benchmark Equity Amount), the Seller shall shall, on or before the last day of such 45-day period, so inform the Purchaser in writing (A) review the Final Closing Date Statement together with the workpapers used in the preparation thereof and (B) object to any item or items shown thereon. Until a Final Closing Date Statement is settled pursuant to this Section 2.3.4(a“Seller’s Objection”), Buyer shall (A) provide Seller and Seller's authorized representatives reasonable access during normal business hours to all relevant workpapers to the extent required to complete their review of the Final Closing Date Statement, and (B) cooperate with Seller and Seller's authorized representatives in connection with their reasonable requests regarding the review of the Final Closing Date Statement, including by providing on a timely basis all information necessary in reviewing the Final Closing Date Statement. Seller shall notify Buyer of any objections to the Final Closing Date Statement, setting forth a specific description of such objection the basis of Seller’s Objection and the dollar amount adjustments to the Closing Date Balance Sheet (including to the calculation of such objectionConsolidated Total Shareholder’s Equity) that the Seller requests be made. Any Seller’s Objection may only reference disagreements based on mathematical errors or based on the Closing Date Balance Sheet not being prepared in a manner consistent with Section 2.06(a) or (b). The Purchaser shall have 30 days from delivery of Seller’s Objection to review and respond to Seller’s Objection. If Seller does not object during requested by the Objection PeriodSeller, the Final Purchaser shall, or shall cause the Company to, provide the Seller with reasonable assistance in reviewing the Closing Date Statement Balance Sheet. (c) Upon delivery of Seller’s Objection, each of the Seller and the Purchaser shall promptly refer any disagreements with respect to the determination of the Closing Date Balance Sheet in writing to a senior officer of each of the Seller and the Purchaser as agreed by the parties prior to the Closing. The Seller and the Purchaser shall exercise reasonable, good faith efforts to resolve any such disagreements. If the Seller and the Purchaser are unable to resolve all of their disagreements within the 30-day period after delivery of Seller’s Objection, they shall refer their remaining differences to an internationally recognized firm of independent certified public accountants as to which the Seller and the Purchaser mutually agree (the “CPA Firm”), who shall, limiting their review to matters properly included in Seller’s Objection and acting as experts and not as arbitrators, determine, on the basis of the standard set forth in Section 2.06(a) hereof, and only with respect to any remaining differences submitted to the CPA Firm, whether and to what extent, if any, the Closing Date Balance Sheet requires adjustment. The parties shall instruct the CPA Firm to deliver its written determination to the Purchaser and the Seller no later than 15 Business Days after the remaining differences underlying Seller’s Objection are referred to the CPA Firm. The CPA Firm’s determination shall include a certification that it reached such determination in accordance with this Section 2.06(c) and shall be conclusive and binding on upon the Parties. If Seller objects during Purchaser and the Objection Period Seller, absent clear and Buyer and Seller are unable to resolve such objections within 20 days after delivery by Seller of its objections, then all disagreements shall be submitted for resolution to a certified public accounting firm of national standing who has not had a substantial relationship with either Buyer (or any of its Affiliates) or Seller (or any of its Affiliates) in the last two (2) years, and who is reasonably acceptable to Seller and Buyer (the “Independent Auditor”)manifest error. The Independent Auditor shall Purchaser and the Seller agree that judgment may be selected as promptly as practicable, but entered upon the CPA Firm’s determination in no event later than 10 days following any court having jurisdiction over the expiration of such 20-day period. If Seller and Buyer cannot agree on the selection of the Independent Auditor within the 10-day period, then Seller and Buyer shall request the American Arbitration Association, New York office, to appoint the Independent Auditor. The American Arbitration Association's appointment of the Independent Auditor shall be final and binding. Each Party agrees to execute, if requested by the Independent Auditor, a reasonable engagement letter, including customary indemnities. The Independent Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 2.3.4(a) and not more than two rounds of presentations by Seller and Buyer, and not by independent review, only those issues still in dispute and in making such determination shall select either Buyer's Purchaser or Seller's determination of , as the disputed dollar amount with respect to each issue disputed. The Independent Auditor shall have up to 30 days after its appointment to resolve any disputes that are submitted to such Independent Auditor. The Final Closing Date Statement, either as agreed to by Buyer and Seller or as adjusted by the Independent Auditor pursuant to the preceding sentence, shall be final and binding upon the Partiescase may be. The fees and expenses disbursements of the Independent Auditor CPA Firm shall be shared equally borne by the Purchaser and the Seller in proportion to the relative difference between their respective calculations of the Consolidated Total Shareholder’s Equity and Buyerthe Consolidated Total Shareholder’s Equity determined by the CPA Firm. The fees and disbursements of the auditors and advisors of each party incurred in connection with their respective preparation, review and dispute, as applicable, of the Closing Date Balance Sheet or any Seller’s Objection, shall be borne solely by such party. The Purchaser and the Seller shall provide the CPA Firm with (x) all data and financial statements reasonably requested by the CPA Firm, and (y) full access to the Books and Records and any other information, including work papers, of the parties’ respective accountants relating to the Audited Balance Sheet Statement, Seller’s Objection and the Closing Date Balance Sheet and all other items reasonably requested by the CPA Firm. (d) The Purchase Price shall be adjusted by the amount equal to (i) the Benchmark Equity Amount, less (ii) the Consolidated Total Shareholder’s Equity, expressed as a positive, if positive, or as a negative, if negative (the “Purchase Price Adjustment Amount”). If the Purchase Price as reflected on the Final Closing Date Statement (“Final Purchase Price”) Adjustment Amount is less than a positive number, then the Purchase Price as estimated in shall be decreased by the Preliminary Closing Date Statement Purchase Price Adjustment Amount and paid on the Closing Date, Seller shall promptly (and in any event within five Business Days) after the final determination thereof pay to Buyer, by wire transfer in immediately available funds, the amount by which Purchaser the Closing Date Payment Amount exceeds the Final Purchase Price, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to but excluding the date of payment. If the Final Purchase Price is greater than the Closing Date Payment Amount, Buyer shall pay to Seller, by wire transfer in immediately available funds, the amount by which the Final Purchase Price exceeds the Closing Date Payment Adjustment Amount, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to to, but excluding not including, the date of paymentpayment at the Applicable Rate, in U.S. Dollars by wire transfer of immediately available funds to an account designated by the Purchaser. (e) An example of a Closing Date Balance Sheet as of June 30, 2005 is set forth in Schedule 2.06(e) of Seller Disclosure Schedule.

Post-Closing Adjustments to the Purchase Price. Promptly as practicable following the Closing Date, but in no event later than 30 days, Buyer shall prepare in good faith and deliver to Seller a final calculation of the Purchase Price and any adjustments thereto as Following delivery of the Closing Date Balance Sheet in accordance with Section 2.3, the Purchase Price will be adjusted as follows: (the “Final Closing Date Statement”). a) Within thirty (30) 30 days after the of receipt of the Final Closing Date Statement (Balance Sheet, Seller will, in a written notice to Buyer, either accept the “Objection Period”), the Seller shall (A) review the Final Closing Date Statement together with the workpapers used in the preparation thereof and (B) Balance Sheet or object to it by describing in reasonably specific detail any item or items shown thereon. Until a Final proposed adjustments to the Closing Date Statement is settled pursuant Balance Sheet and the estimated amounts of and reasons for such proposed adjustments. The failure by Seller to this object to the Closing Date Balance Sheet within such 30-day period will be deemed to be an acceptance by Seller of the Closing Date Balance Sheet. (b) If any adjustments to the Closing Date Balance Sheet are proposed by Seller in accordance with Section 2.3.4(a2.4(a), Buyer shall (A) provide and Seller and Seller's authorized representatives reasonable access during normal business hours will negotiate in good faith to all relevant workpapers to resolve any dispute, provided that if the extent required to complete their review of dispute is not resolved within 20 days following the Final Closing Date Statement, and (B) cooperate with Seller and Seller's authorized representatives in connection with their reasonable requests regarding the review of the Final Closing Date Statement, including receipt by providing on a timely basis all information necessary in reviewing the Final Closing Date Statement. Seller shall notify Buyer of any objections notice from Seller objecting to the Final Closing Date Statement, setting forth a description of proposed Purchase Price Adjustment (or such objection and the dollar amount of such objection. If Seller does not object during the Objection Period, the Final Closing Date Statement shall be conclusive and binding on the Parties. If Seller objects during the Objection Period and longer period upon which Buyer and Seller are unable to resolve such objections within 20 days after delivery by may agree upon in writing), Buyer and Seller will retain the office of its objections, then all disagreements shall be submitted for resolution to a mutually acceptable "Big Four" independent certified public accounting firm of national standing who has not had a substantial relationship with either Buyer (or any of its Affiliates) or Seller (or any of its Affiliates) in the last two (2) years, and who is reasonably acceptable to Seller and Buyer (the “Independent Auditor”). The Independent Auditor shall be selected as promptly as practicable"Accountants") to resolve such dispute, but in no event later than 10 days following the expiration of such 20-day period. If Seller and Buyer cannot agree on the selection of the Independent Auditor within the 10-day period, then Seller and Buyer shall request the American Arbitration Association, New York office, to appoint the Independent Auditor. The American Arbitration Association's appointment of the Independent Auditor shall which resolution will be final and binding. Each Party agrees to execute, if requested by the Independent Auditor, The Accountants will be retained under a reasonable engagement letter, including customary indemnities. The Independent Auditor shall act as an arbitrator to determine, based solely on the provisions of this Section 2.3.4(a) and not more than two rounds of presentations by Seller and Buyer, and not by independent review, only those issues still in dispute and in making such determination shall select either Buyer's or Seller's determination of the disputed dollar amount with respect to each issue disputed. The Independent Auditor shall have up to 30 days after its appointment to resolve any disputes that are submitted to such Independent Auditor. The Final Closing Date Statement, either as agreed to retention letter executed by Buyer and Seller or as adjusted that specifies that the determination by the Independent Auditor pursuant to Accountants of any such disputes concerning the preceding sentenceClosing Balance Sheet will be resolved in accordance with GAAP on a basis consistent with the accounting practices used in connection with the preparation of the October Balance Sheet by choosing the position of Buyer or Seller without change, shall be final and binding upon within 30 days of the Partiesengagement. The fees and expenses of the Independent Auditor shall Accountants will be shared equally paid by the non-prevailing party. (c) Within 30 days after the later of acceptance of the Closing Balance Sheet by Seller and Buyer. If or the Purchase Price determination made by the Accountants pursuant to Section 2.4(b), as the case may be, then to the extent that the Adjusted Current Net Worth (defined below) as set forth on the Closing Date Balance Sheet is less than the Adjusted Current Net Worth as reflected on the Final October Closing Date Statement (“Final Purchase Price”) is less than Balance Sheet, the Purchase Price as estimated will be reduced by the difference, and such difference will be refunded to Buyer by reducing the outstanding principal amount payable December 15, 2005 under the Promissory Note (in the Preliminary event that Seller pays to Buyer cash in lieu of issuing the Promissory Note pursuant to Section 2.1(c), however, such refund to Buyer shall be paid immediately in United States dollars). If the Adjusted Current Net Worth as set forth on the Closing Date Statement Balance Sheet is more than the Adjusted Current Net Worth as reflected on the October Closing Balance Sheet, the Purchase Price will be increased by an amount equal to such increase and such amount will be added to the June 15, 2005 payment under the Promissory Note (in the event that Seller pays to Buyer cash in lieu of issuing the Promissory Note pursuant to Section 2.1(c), however, such amount will paid to Seller immediately in United States dollars). Notwithstanding the forgoing, any adjustment to the Purchase Price pursuant to this Section 2.4, shall not exceed the then outstanding principal amount owing under the Promissory Note and in the event that Seller pays to Buyer cash in lieu of issuing the Promissory Note pursuant to Section 2.1(c), however, such adjustment shall not exceed US$1,800,000. (d) For purposes of this Agreement, "Adjusted Current Net Worth" means, respectively, (i) as determined as of October 31, 2004, $104,516, which equals the difference between (A) the amount of current assets that would have been transferred to Buyer and (B) the current liabilities that would have been assumed by Buyer, in each case if the Closing had occurred on October 31, 2004 and as such amounts are reflected and agreed upon on Schedule 2.4(d), and (ii) as determined as of the Closing Date, Seller shall pay to Buyer, by wire transfer in immediately available funds, the difference between (C) the amount of current assets transferred to Buyer at Closing (such current assets to consist of the same categories of current assets included on Schedule 2.4(d)) , and (D) the current liabilities assumed by which Buyer at Closing (such assumed liabilities to consist of the Closing Date Payment Amount exceeds the Final Purchase Price, plus interest at an annual rate equal to 2.00%, calculated same categories of assumed liabilities included on a daily basis from and including the Closing Date to but excluding the date of payment. If the Final Purchase Price is greater than the Closing Date Payment Amount, Buyer shall pay to Seller, by wire transfer in immediately available funds, the amount by which the Final Purchase Price exceeds the Closing Date Payment Amount, plus interest at an annual rate equal to 2.00%, calculated on a daily basis from and including the Closing Date to but excluding the date of paymentSchedule 2.4(d)).