Common use of Accounting Procedures Clause in Contracts

Accounting Procedures. (i) Parent shall cause Xxxxxx Xxxxxxxx LLP, or another independent accounting firm chosen by Parent (the "Accountants") as soon as practicable after the Closing, to prepare in accordance with GAAP, a report containing an audited balance sheet of the Company immediately prior to the Effective Time (the "Closing Balance Sheet"), together with a statement of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and setting forth the Tangible Net Worth and all adjustments required to be made to such audited balance sheet in order to make the calculations required by this Section 2.5 (the "Special Determination"). If the Stockholders do not agree that the Special Determination correctly states the Tangible Net Worth, the Representative shall promptly (but not later than 45 days after the delivery to them of the Special Determination) give written notice to Parent of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If the Representative and Parent reconcile their differences, the Tangible Net Worth calculation shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. If the Representative and Parent are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent (the "Reconciliation Period"), the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five largest accounting firms in the United States in terms of gross revenues (the "Independent Auditors") for final determination, and the Tangible Net Worth calculation shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders and Parent may agree) to resolve all items in dispute. If the Representative does not give notice of any exception within 45 days after the delivery to them of the Special Determination or if the Representative gives written notification of the Stockholders' acceptance of the Tangible Net Worth prior to the end of such 45 day period, the Tangible Net Worth set forth in the Special Determination shall thereupon become binding, final and conclusive upon all the parties hereto and enforceable in a court of law.

Accounting Procedures. (ia) Parent shall cause Xxxxxx Xxxxxxxx LLP, or another independent accounting firm chosen by Parent (the "Accountants") as As soon as practicable after the Time of Closing, to prepare but in accordance with GAAPany event not later than December 31, a report containing an audited balance sheet of the Company immediately prior to the Effective Time 1998, Xxxx Xxxxxx shall cause its chief financial officer (the "Xxxx Xxxxxx CFO") to prepare the Closing Date Balance Sheet"), together with Sheet and a related unaudited statement of income of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and Companies for the twelve (12) months ended October 31, 1998 setting forth for the Tangible period under examination (i) the Closing Date Net Worth Worth, if not sooner agreed upon in writing by Purchaser, Xxxx Xxxxxx, ITC and all adjustments required to be made to such audited balance sheet in order to make the calculations required by this Section 2.5 Huntington (the "Special Determination"). If Xxxxxxx Xxxxxxx and Xxxxx Vacheron Alexander, acting jointly (the Stockholders "Remaining Members"), do not agree that the Special Determination correctly states the Tangible Closing Date Net Worth, the Representative Remaining Members shall promptly (but not later than 45 30 days after the delivery to them of the Special Determination) give written notice to Parent Xxxx Xxxxxx of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If the Representative Remaining Members and Parent Xxxx Xxxxxx reconcile their differences, the Tangible Closing Date Net Worth calculation shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. If the Representative Remaining Members and Parent Xxxx Xxxxxx are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent (the "Reconciliation Period")Purchaser, the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of among the five six largest accounting firms in the United States in terms of gross revenues (the "Independent Auditors") for final determination, and the Tangible Closing Date Net Worth calculation shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders Remaining Members and Parent Xxxx Xxxxxx may agree) to resolve all items in dispute. If the Representative does Remaining Members do not give notice of any exception within 45 30 days after the delivery to them of the Special Determination or if the Representative gives Remaining Members in their discretion give written notification of the Stockholders' their acceptance of the Tangible Closing Date Net Worth prior to the end of such 45 30 day period, the Tangible Net Worth Closing Date Balance Sheet set forth in the Special Determination (as the case may be) shall thereupon become binding, final and conclusive upon all the parties hereto and enforceable in a court of law. Notwithstanding the foregoing, the Special Determination shall not be made unless the Seller has engaged in business or activities outside of the ordinary course of business from October 31, 1998 through the time of Closing and the Xxxx Xxxxxx CFO notifies the Seller of that fact (to which the Seller may take exception pursuant to the same procedures set forth above) within the Special Determination.

Accounting Procedures. The compensation to be paid pursuant to Section 3.1 hereof shall be determined in accordance with the following procedure: 3 (ia) Parent shall cause Xxxxxx Xxxxxxxx LLP, or another The Company’s independent accounting firm chosen by Parent accountants (the "“Accountants"”) as soon as practicable after the Closing, to shall prepare in accordance with GAAP, and deliver to the Company, a report containing an audited balance sheet a computation of Adjusted EBITDA, within 90 days following the completion of each calendar year (“Report of Accountants”). The Company shall promptly deliver, or cause to be delivered, a copy of each such computation of Adjusted EBITDA to the Consultant or its representatives. (b) Either party shall have thirty (30) days following receipt of the Company immediately prior Report of Accountants to the Effective Time (the "Closing Balance Sheet")dispute any computations made therein, together with by delivery of a statement of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and setting forth the Tangible Net Worth and all adjustments required to be made to such audited balance sheet in order to make the calculations required by this Section 2.5 (the "Special Determination"). If the Stockholders do not agree that the Special Determination correctly states the Tangible Net Worth, the Representative shall promptly (but not later than 45 days after the delivery to them of the Special Determination) give written notice to Parent of any exceptions thereto (in reasonable detail describing the nature other party hereto, which notice shall include an explanation of the disagreement asserted)basis for such dispute. If after such thirty (30) day period neither party receives written notice of a dispute, the Representative Report of Accountants shall thereupon be deemed final and Parent binding on the parties. (c) If the Company and the Consultant reconcile their differences, the Tangible Net Worth calculation Adjusted EBITDA for the relevant time period shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of agreement in writing by the parties hereto parties, and shall be enforceable in a court of law. If the Representative Company and Parent the Consultant are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent the other party (the "“Reconciliation Period"”), the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five largest accounting firms in the United States in terms of gross revenues (the "“Independent Auditors"”) for final determination, and the Tangible Net Worth calculation of Adjusted EBITDA for the relevant time period shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders and Parent parties hereto may agree) to resolve all items in dispute. If In the Representative does not give notice of any exception event the parties are unable to agree on a mutually acceptable accounting firm within 45 thirty (30) days after the delivery to them of the Special Determination or if the Representative gives written notification expiration of the Stockholders' acceptance Reconciliation Period, the matter shall be submitted to the courts of the Tangible Net Worth prior State of New York, County of Nassau, which the parties agree shall have the exclusive right to appoint the accounting firm on behalf of the parties. (d) Notwithstanding any provision in this Agreement to the end contrary, nothing in this Agreement shall require the Company to restate its audited financial statements. The Company may at its sole discretion, with respect to any excess or deficiency in Consultant’s compensation resulting from a dispute resolved pursuant to this Section 3.3, credit the Consultant for any such deficiency or offset any of Consultant’s compensation hereunder for any such 45 day periodexcess, the Tangible Net Worth set forth and apply such credit or offset (as applicable) in the Special Determination following calendar year, provided however that any credit shall thereupon become binding, be paid to Consultant within 30 days of final and conclusive upon all the parties hereto and enforceable in a court of lawdetermination under this Section that such credit is owed. 4.

Accounting Procedures. (i) Parent The Purchaser shall cause Xxxxxx Xxxxxxxx LLPXxxxxxxxx, Xxxx & Company, P.C., or another independent accounting firm chosen by Parent the Purchaser (the "Accountants") ), as soon as practicable after the Effective Date and prior to the Closing, to prepare in accordance with generally accepted accounting principles, consistently applied ("GAAP"), a report containing an audited balance sheet of the Company immediately prior to as of the close of business on the Effective Time Date (the "Closing Effective Date Balance Sheet"), together with a statement of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and setting forth the Tangible Net Worth and all adjustments required to be made to such audited balance sheet (as defined in order to make Section 8.16) of the calculations required by this Section 2.5 Company (the "Special Determination"). If the Stockholders do Company does not agree that the Special Determination correctly states the Tangible Net Worth, the Representative Company shall promptly (but not later than 45 days after the delivery to them it of the Special Determination) give written notice to Parent the Purchaser of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If the Representative Company and Parent the Purchaser reconcile their differences, the Tangible Net Worth calculation shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. If the Representative Company and Parent the Purchaser are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent the Purchaser (the "Reconciliation Period"), the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five largest accounting firms in the United States in terms of gross revenues (the "Independent Auditors") for final determination, and the Tangible Net Worth calculation shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders Company and Parent the Purchaser may agree) to resolve all items in dispute. If the Representative Company does not give notice of any exception within 45 days after the delivery to them it of the Special Determination or if the Representative Company gives written notification of the Stockholders' its acceptance of the Tangible Net Worth prior to the end of such 45 day period, the Tangible Net Worth set forth in the Special Determination shall thereupon become binding, final and conclusive upon all the parties hereto and enforceable in a court of law.

Accounting Procedures. (i) Parent The Purchaser shall, or shall cause Xxxxxx Xxxxxxxx BDO Xxxxxxx LLP, or another independent accounting firm chosen by Parent the Purchaser (the "Accountants") ), at the Purchaser's expense, as soon as practicable after the Closing, to prepare in accordance with GAAPGAAP and deliver to the Representative, a report containing an audited a consolidated balance sheet of the Company immediately prior to and its subsidiaries, if any, as of the close of business as of the Effective Time Date immediately after the consummation of the transactions effected by the Conveyance Document (the "Closing Balance Sheet"), together with a statement of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and setting which sets forth the Tangible Net Worth and all adjustments required to be made to such audited balance sheet in order to make the calculations required by this Section 2.5 Effective Date Working Capital (the "Special Determination"). The Purchaser shall have the option, in its sole discretion (and at its sole expense) to instruct the Accountants to audit or perform agreed upon procedures on the Closing Balance Sheet and to determine the scope of such audit or procedures. If the Stockholders do Representative does not agree that the Special Determination correctly states the Tangible Net WorthEffective Date Working Capital, the Representative shall promptly (but not later than 45 30 days after the delivery to them him of the Special Determination) give written notice to Parent the Purchaser of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If the Representative and Parent the Purchaser reconcile their differences, the Tangible Net Worth Effective Date Working Capital calculation shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. If the dispute relates to an accounting issue and if the Representative and Parent the Purchaser are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent the Purchaser (the "Reconciliation Period"), the accounting items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five largest accounting firms in the United States in terms of gross revenues (the "Independent Auditors") for final determination, and the Tangible Net Worth . The Effective Date Working Capital calculation shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the accounting items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders Representative and Parent the Purchaser may agree) to resolve all accounting items in dispute. If the dispute involves a non-accounting issue and such dispute cannot be reconciled within the Reconciliation Period, the dispute shall be settled by a court of competent jurisdiction. If the Representative does not give written notice of any exception within 45 30 days after the delivery to them him of the Special Determination or if the Representative gives written notification of the Stockholders' his acceptance of the Tangible Net Worth Effective Date Working Capital prior to the end of such 45 30 day period, the Tangible Net Worth Effective Date Working Capital set forth in the Special Determination shall thereupon become binding, final and conclusive upon all the parties hereto and enforceable in a court of law.

Accounting Procedures. The compensation to be paid pursuant to Sections 3.2 and 3.3 hereof shall be determined in accordance with the following procedure: (ie) Parent shall cause Xxxxxx Xxxxxxxx LLP, or another The Company’s independent accounting firm chosen by Parent auditors (the "“Accountants"”) as soon as practicable after the Closing, to shall prepare in accordance with GAAP, and deliver to the Company, a report containing an audited balance sheet a computation of Adjusted EBITDA under Sections 3.2 and 3.3, respectively, within 90 days following the completion of each calendar year (“Report of Accountants”). The Company shall promptly deliver, or cause to be delivered, a copy of each such computation of each applicable Adjusted EBITDA to the Consultant or its representatives. 5 (f) Either party shall have thirty (30) days following receipt of the Company immediately prior Report of Accountants to the Effective Time (the "Closing Balance Sheet")dispute any computations made therein, together with by delivery of a statement of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and setting forth the Tangible Net Worth and all adjustments required to be made to such audited balance sheet in order to make the calculations required by this Section 2.5 (the "Special Determination"). If the Stockholders do not agree that the Special Determination correctly states the Tangible Net Worth, the Representative shall promptly (but not later than 45 days after the delivery to them of the Special Determination) give written notice to Parent of any exceptions thereto (in reasonable detail describing the nature other party hereto, which notice shall include an explanation of the disagreement asserted)basis for such dispute. If after such thirty day period neither party receives written notice of a dispute, the Representative Report of Accountants shall thereupon be deemed final and Parent binding on the parties. (g) If the Company and the Consultant reconcile their differences, the Tangible Net Worth calculation applicable Adjusted EBITDA for the relevant time period shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of agreement in writing by the parties hereto parties, and shall be enforceable in a court of law. If the Representative Company and Parent the Consultant are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent the other party (the "“Reconciliation Period"”), the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five largest accounting firms in the United States in terms of gross revenues (the "“Independent Auditors"”) for final determination, and the Tangible Net Worth calculation of applicable Adjusted EBITDA for the relevant time period shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders and Parent parties hereto may agree) to resolve all items in dispute. If In the Representative does not give notice of any exception event the parties are unable to agree on a mutually acceptable accounting firm within 45 thirty (30) days after the delivery to them of the Special Determination or if the Representative gives written notification expiration of the Stockholders' acceptance Reconciliation Period, the matter shall be submitted to the courts of the Tangible Net Worth prior State of New York, County of Nassau, which the parties agree shall have the exclusive right to appoint the accounting firm on behalf of the parties. (h) Notwithstanding any provision in this Agreement to the end contrary, nothing in this Agreement shall require the Company to restate its audited financial statements. The Company may at its sole discretion, with respect to any excess or deficiency in Consultant’s compensation resulting from a dispute resolved pursuant to this Section 3.5, credit the Consultant for any such deficiency or offset any of Consultant’s compensation hereunder for any such 45 day periodexcess, the Tangible Net Worth set forth and apply such credit or offset (as applicable) in the Special Determination following calendar year, provided however that any credit shall thereupon become binding, be paid to Consultant within 30 days of final and conclusive upon all the parties hereto and enforceable in a court of lawdetermination under this Section that such credit is owed. 4.

Accounting Procedures. (i) Parent The Purchaser shall cause Xxxxxx Xxxxxxxx LLPXxxxxxxxx, Kass & Company, P.C., or another independent accounting firm chosen by Parent the Purchaser (the "Accountants") ), as soon as practicable after the Closing, to prepare in accordance with generally accepted accounting principles consistently applied ("GAAP"), a report containing an audited balance sheet of the Company immediately prior to as of the close of business on the Effective Time Date (the "Closing Effective Date Balance Sheet"), together with a statement of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and setting forth the Tangible Net Worth and all adjustments required to be made to such audited balance sheet (as defined in order to make section 8.13) of the calculations required by this Section 2.5 Stockholder (the "Special Determination"). If the Stockholders do Stockholder does not agree that the Special Determination correctly states the Tangible Net Worth, the Representative Stockholder shall promptly (but not later than 45 days after the delivery to them it of the Special Determination) give written notice to Parent the Purchaser of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If the Representative Stockholder and Parent the Purchaser reconcile their differences, the Tangible Net Worth calculation shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. If the Representative Stockholder and Parent the Purchaser are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent the Purchaser (the "Reconciliation Period"), the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five largest accounting firms in the United States in terms of gross revenues (the "Independent Auditors") for final determination, and the Tangible Net Worth calculation shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders Stockholder and Parent the Purchaser may agree) to resolve all items in dispute. If the Representative Stockholder does not give notice of any exception within 45 days after the delivery to them it of the Special Determination or if the Representative Stockholder gives written notification of the Stockholders' its acceptance of the Tangible Net Worth prior to the end of such 45 day period, the Tangible Net Worth set forth in the Special Determination shall thereupon become binding, final and conclusive upon all the parties hereto and enforceable in a court of law.

Accounting Procedures. (i) Parent The Purchaser shall, or shall cause Xxxxxx Xxxxxxxx BDO Xxxxxxx LLP, or another independent accounting firm chosen by Parent the Purchaser (the "Accountants") ), as soon as practicable after the Closing, to prepare in accordance with GAAPGAAP and deliver to the Representative, a report containing an audited a consolidated balance sheet of the Company immediately prior to and the Effective Time Subsidiaries as of the close of business on the Closing Date and taking into account the transactions effected by the Formation and the NT Conveyance Document (the "Closing Balance Sheet"), together with a statement of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and setting which sets forth the Tangible Net Worth and all adjustments required to be made to such audited balance sheet in order to make the calculations required by this Section 2.5 Closing Date Working Capital (the "Special Determination"). If the Stockholders do Purchaser engages the Accountants, the Purchaser shall have the option, in its sole discretion (and at its sole expense) to instruct the Accountants to audit or perform agreed upon procedures on the Closing Balance Sheet and to determine the scope of such audit or procedures. If the Representative does not agree that the Special Determination correctly states the Tangible Net WorthClosing Date Working Capital, the Representative shall promptly (but not later than 45 30 days after the delivery to them him of the Special Determination) give written notice to Parent the Purchaser of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If the Representative and Parent the Purchaser reconcile their differences, the Tangible Net Worth Closing Date Working Capital calculation shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. If the dispute relates to an accounting issue and if the Representative and Parent the Purchaser are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent the Purchaser (the "Reconciliation Period"), the accounting items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five four largest accounting firms in the United States in terms of gross revenues (the "Independent Auditors") for final determination, and the Tangible Net Worth . The Closing Date Working Capital calculation shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the accounting items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders Representative and Parent the Purchaser may agree) to resolve all accounting items in dispute. If the dispute involves a non-accounting issue and such dispute cannot be reconciled within the Reconciliation Period, the dispute shall be settled by a court of competent jurisdiction. If the Representative does not give written notice of any exception within 45 30 days after the delivery to them it of the Special Determination or if the Representative gives written notification of the Stockholders' his acceptance of the Tangible Net Worth Closing Date Working Capital prior to the end of such 45 30 day period, the Tangible Net Worth Closing Date Working Capital set forth in the Special Determination shall thereupon become binding, final and conclusive upon all the parties hereto and enforceable in a court of law.

Accounting Procedures. (i) Parent shall cause Xxxxxx Xxxxxxxx LLP, or another independent accounting firm chosen by Parent (the "Accountants") as As soon as practicable after the ClosingClosing Date, but in no event later than 60 days after the independent accounting firm then auditing the books of the Purchaser (the “Accountants”), shall have received from the Company all information, books and records reasonably requested by them in order to make the Closing Date Working Capital calculation described in Section 2.1.1(iii) above, the Purchaser shall cause the Accountants to prepare in accordance with GAAP, a report containing an audited balance sheet of the Company immediately prior to as of the Effective Time Closing Date, prepared in accordance with generally accepted accounting principles (the "Closing Balance Sheet"“GAAP”), together with a statement of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and setting forth the Tangible Net Worth Closing Date Working Capital as of the Closing Date and all adjustments required to be made to such audited the balance sheet in order required to make the calculations required by this Section 2.5 calculation of Closing Date Working Capital (the "“Special Determination"” and such balance sheet referred to as the “Closing Date Balance Sheet”). If the Stockholders do Sellers’ Representative does not agree that the Special Determination correctly states the Tangible Net Worthamount of Closing Date Working Capital, the Sellers’ Representative shall promptly (but not later than 45 days after the delivery to them of the Special Determination) give written notice to Parent the Purchaser of any exceptions thereto (in reasonable detail describing the nature of the disagreement asserted). If the Sellers’ Representative and Parent the Purchaser reconcile their differences, the Tangible Net Worth Closing Date Working Capital calculation shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of lawhereto. If the Sellers’ Representative and Parent the Purchaser are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent (the "Reconciliation Period")Purchaser, the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five largest accounting firms in the United States in terms of gross revenues (the "“Independent Auditors"”) for final determination, and the Tangible Net Worth Closing Date Working Capital calculation shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of lawhereto. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 30 days (or such longer period as the Stockholders Sellers’ Representative and Parent the Purchaser may agree) to resolve all items in dispute. If the Sellers’ Representative does not give notice of any exception within 45 days after the delivery to them of the Special Determination Closing Date Working Capital calculation or if the Sellers’ Representative gives written notification of the Stockholders' its acceptance of the Tangible Net Worth Closing Date Working Capital calculation prior to the end of such 45 day period, the Tangible Net Worth Closing Date Working Capital calculation set forth in the Special Determination shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of lawhereto.

Accounting Procedures. The compensation to be paid pursuant to Sections 3.2 and 3.3 hereof shall be determined in accordance with the following procedure: (ie) Parent shall cause Xxxxxx Xxxxxxxx LLP, or another The Company’s independent accounting firm chosen by Parent auditors (the "“Accountants"”) as soon as practicable after the Closing, to shall prepare in accordance with GAAP, and deliver to the Company, a report containing an audited balance sheet a computation of Adjusted EBITDA under Sections 3.2 and 3.3, respectively, within 90 days following the completion of each calendar year (“Report of Accountants”). The Company shall promptly deliver, or cause to be delivered, a copy of each such computation of each applicable Adjusted EBITDA to the Consultant or its representatives. (f) Either party shall have thirty (30) days following receipt of the Company immediately prior Report of Accountants to the Effective Time (the "Closing Balance Sheet")dispute any computations made therein, together with by delivery of a statement of the Accountants based upon such report and stating that it was prepared in accordance with this Agreement and setting forth the Tangible Net Worth and all adjustments required to be made to such audited balance sheet in order to make the calculations required by this Section 2.5 (the "Special Determination"). If the Stockholders do not agree that the Special Determination correctly states the Tangible Net Worth, the Representative shall promptly (but not later than 45 days after the delivery to them of the Special Determination) give written notice to Parent of any exceptions thereto (in reasonable detail describing the nature other party hereto, which notice shall include an explanation of the disagreement asserted)basis for such dispute. If after such thirty day period neither party receives written notice of a dispute, the Representative Report of Accountants shall thereupon be deemed final and Parent binding on the parties. (g) If the Company and the Consultant reconcile their differences, the Tangible Net Worth calculation applicable Adjusted EBITDA for the relevant time period shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of agreement in writing by the parties hereto parties, and shall be enforceable in a court of law. If the Representative Company and Parent the Consultant are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent the other party (the "“Reconciliation Period"”), the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five largest accounting firms in the United States in terms of gross revenues (the "“Independent Auditors"”) for final determination, and the Tangible Net Worth calculation of applicable Adjusted EBITDA for the relevant time period shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders and Parent parties hereto may agree) to resolve all items in dispute. If In the Representative does not give notice of any exception event the parties are unable to agree on a mutually acceptable accounting firm within 45 thirty (30) days after the delivery to them of the Special Determination or if the Representative gives written notification expiration of the Stockholders' acceptance Reconciliation Period, the matter shall be submitted to the courts of the Tangible Net Worth prior State of New York, County of Nassau, which the parties agree shall have the exclusive right to appoint the accounting firm on behalf of the parties. 5 (h) Notwithstanding any provision in this Agreement to the end contrary, nothing in this Agreement shall require the Company to restate its audited financial statements. The Company may at its sole discretion, with respect to any excess or deficiency in Consultant’s compensation resulting from a dispute resolved pursuant to this Section 3.5, credit the Consultant for any such deficiency or offset any of Consultant’s compensation hereunder for any such 45 day periodexcess, the Tangible Net Worth set forth and apply such credit or offset (as applicable) in the Special Determination following calendar year, provided however that any credit shall thereupon become binding, be paid to Consultant within 30 days of final and conclusive upon all the parties hereto and enforceable in a court of lawdetermination under this Section that such credit is owed. 4.

Accounting Procedures. (i) Parent The Purchaser shall prepare a balance sheet of the Company as of the close of business on the Closing Date (the "Closing Date Balance Sheet") and shall cause Xxxxxx Xxxxxxxx LLPKPMG L.L.P., or another independent accounting firm chosen by Parent the Purchaser (the "Accountants") ), as soon as practicable and in any case within 120 days after the Closing, to prepare in accordance with GAAP, provide a report containing an audited balance sheet of based on agreed upon procedures that are consistent with this Agreement (x) indicating that the Company immediately prior to the Effective Time (the "Closing Date Balance Sheet"), together with a statement of the Accountants based upon such report and stating that it Sheet was prepared in accordance with GAAP and the terms of this Agreement and Agreement, (y) setting forth the Tangible Net Worth Asset Value and (z) setting forth all adjustments required to be made to such audited balance sheet on the Closing Date Balance Sheet in order to make the calculations required by this Section 2.5 calculation of Net Asset Value (the "Special Determination"). The Closing Date Balance Sheet shall provide for the accrual referred to in Section 2.1.2(i). If the Stockholders do Stockholder does not agree that the Special Determination correctly states the Tangible Net WorthAsset Value, the Representative Stockholder shall promptly (but not later than 45 30 days after the delivery to them him of the Special Determination) give written notice to Parent the Purchaser of any exceptions thereto (in reasonable detail describing the nature of the disagreement assertedsuch disagreement). If the Representative Stockholder and Parent the Purchaser reconcile their differences, the Tangible Net Worth Asset Value calculation shall be adjusted accordingly and shall thereupon become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. If the Representative Stockholder and Parent the Purchaser are unable to reconcile their differences in writing within 20 days after written notice of exceptions is delivered to Parent the Purchaser (the "Reconciliation Period"), the items in dispute shall be submitted to a mutually acceptable accounting firm (other than the Accountants) selected from any of the five four largest accounting firms in the United States in terms of gross revenues (the "Independent Auditors") for final determination, and the Tangible . The Net Worth Asset Value calculation shall be deemed adjusted in accordance with the determination of the Independent Auditors and shall become binding, final and conclusive upon all of the parties hereto and enforceable in a court of law. The Independent Auditors shall consider only the items in dispute and shall be instructed to act within 20 days (or such longer period as the Stockholders Stockholder and Parent the Purchaser may agree) to resolve all items in dispute. If the Representative Stockholder does not give written notice of any exception within 45 30 days after the delivery to them him of the Special Determination or if the Representative Stockholder gives written notification of the Stockholders' his acceptance of the Tangible Net Worth Asset Value prior to the end of such 45 30 day period, the Tangible Net Worth Asset Value set forth in the Special Determination shall thereupon become binding, final and conclusive upon all the parties hereto and enforceable in a court of law.