The December. 31 Adjusted Net Current Assets shall be determined as follows:
(i) Xxxxxx Xxxxxxxx, the Purchaser's regular independent public accountants ("Purchaser's Accountants"), shall audit the combined balance sheet of the Companies as at December 31, 2000 prepared by the Companies and annexed as Exhibit E hereto (the "December Balance Sheet"). The Representative shall cause the Companies to furnish to Purchaser's Accountants such information as they shall request in connection with such audit and to otherwise fully cooperate with Purchaser's Accountants in connection with such audit. To the extent that Purchaser's Accountants or Purchaser specifically request the services of Xxxxxxx-Xxxxx & Company, the Sellers' regular independent public accountants ("Sellers' Accountants"), in connection with such audit, due diligence or otherwise, the Purchaser shall pay the customary hourly rates of Sellers' Accountants for such services following receipt by the Purchaser of invoices therefor, which invoices shall set forth in reasonable detail the services performed and the hourly rates of the personnel providing such services.
(ii) Purchaser's Accountants shall make a determination of the December 31 Adjusted Net Current Assets based upon their audit of the December Balance Sheet and shall render a statement (the "Purchase Price Statement") indicating the Purchase Price based on such determination (the "Proposed Purchase Price"), setting forth the calculations upon which it is based and stating that such calculations have been made in accordance with this Agreement. The Purchase Price Statement shall be delivered to the Purchaser and the Representative as soon as practicable following the date hereof but in no event later than 90 days after the date hereof.
(iii) The Representative shall have a period of twenty (20) days after delivery of the Purchase Price Statement to present in writing to Purchaser's Accountants (with a copy to the Purchaser) any objections the Sellers may have to any of the matters set forth therein, which objections shall be set forth in reasonable detail. If no objections are raised within such 20-day period, the Proposed Purchase Price shall, subject to further adjustment as provided in this Section 2.3, be deemed accepted and approved by the Purchaser and by the Sellers as the "Purchase Price" for purposes of this Agreement.
(iv) If the Representative shall raise any objections within the aforesaid 20-day period, Sellers' Accountants and Purchaser's ...
The December. 31 Adjusted Net Current Assets shall be determined as follows:
(i) Xxxxxx Xxxxxxxx, the Purchaser's regular independent public accountants ("Purchaser's Accountants"), shall audit the combined balance sheet of the Companies as at December 31, 2000 prepared by the Companies and annexed as Exhibit G hereto (the "December Balance Sheet"). The Seller shall cause the Companies to furnish to Purchaser's Accountants such information as they shall request in connection with such audit and to otherwise fully cooperate with Purchaser's Accountants in connection with such audit. To the extent that Purchaser's Accountants or Purchaser specifically request the services of Xxxxxxx-Xxxxx & Company, the Seller's regular independent public accountants ("Seller's Accountants"), in connection with such audit, due diligence or otherwise, the Purchaser shall pay the customary hourly rates of Seller's Accountants for such services following receipt by the Purchaser of invoices therefor, which invoices shall set forth in reasonable detail the services performed and the hourly rates of the personnel providing such services.
The December. 23 Irrevocable Trust Payment shall be secured by a letter of credit from Comerica Bank (drawn under the Uniform Customs and Practices Act), in form and substance acceptable to the Irrevocable Trust;
