Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. The Buyer will prepare an unaudited combined balance sheet (the "Closing Balance Sheet") of the Sellers as of the Closing Date, consisting of a computation of the book value as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value of the Assumed Liabilities, all as determined in accordance with generally accepted accounting principles applied consistently with the Financial Statements (as defined in Section 3.4(a)); provided, however, that: inventory shall be valued on a FIFO basis; the GE Shareholder Payments (as defined in Section 3.4(b)) shall be excluded; and there shall be included such reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete or slow-moving inventory as shall be consistent with the Seller's past year-end practices. The net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book Value". The Buyer will deliver the Closing Balance Sheet to the Sellers within 30 days after the Closing Date. If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers have not given Buyer notice of their objection to the computation of the Net Book Value as set forth in the Closing Balance Sheet (such notice must contain a statement of the basis of the Seller's objection), then the Net Book Value reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers and will be used in computing the Adjustment Amount. If the Sellers give such notice of objection, then the issues in dispute will be submitted to a "Big Six" accounting firm, other than Deloitte & Touche LLP, mutually acceptable to the Buyer and the Sellers (the "Accountants") for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to the party or its Subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the Accountants will be instructed to determine the Net Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Book Value, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Sellers shall each bear 50% of the fees of the Accountants for such determination unless the determination by the Accountants results in an increase of the Adjustment Amount by more than 10% over the Adjustment Amount based upon the Net Book Value reflected on the Closing Balance Sheet prepared by the Buyer, in which case the Buyer shall pay all fees of the Accountant. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, exceeds the Initial Adjustment Amount Payment, the Buyer shall be obligated to pay the amount of such excess, up to the amount of the Escrowed Adjustment Amount, promptly to the Sellers, one-half to the Corporation and one-half to the LLC. In furtherance of such obligation of the Buyer, the parties shall execute and deliver to the escrow agent with whom the Escrowed Adjustment Amount is on deposit a joint instruction to pay such excess to the Sellers, with any remaining balance of the Escrowed Adjustment Amount to be paid to the Buyer. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, is less than the Initial Adjustment Amount Payment, the Sellers shall be obligated, jointly and severally, to pay the amount of such shortfall in the Net Book Value promptly to the Buyer. In furtherance of such obligation of the Sellers, the parties shall execute and deliver to the escrow agent with whom

Adjustment Procedures. The (1) Not later than 60 days after the Closing Date, the Buyer will prepare and deliver to the Seller an unaudited combined balance sheet (the "Closing Balance Sheet") of the Sellers Seller as of the Closing Date, consisting of a computation of the tangible book value as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value as of the Closing Date of the Assumed Liabilities, all as determined in accordance with generally accepted the same accounting principles applied consistently with utilized in preparing the Seller's tax basis balance sheet as at December 31, 1996 included in the Financial Statements (as defined in Section 3.4(a)); provided. Notwithstanding the foregoing, however, that: inventory shall be valued on a FIFO basis; the GE Shareholder Payments (as defined in Section 3.4(b)) shall be excluded; and there shall be included such reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete or slow-moving inventory as shall be consistent with the Seller's past year-end practicesnew and used car inventory reflected in the Closing Balance Sheet shall be based upon the values shown on the Seller's books and records as of the Closing Date; however, the determination of such values shall be based upon the same methodology utilized in determining new and used car inventory values reflected in the December 31, 1996 tax basis balance sheet included in the Financial Statements. The tangible net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book Value". The Buyer will deliver shall make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx for the purpose of assisting the Seller in evaluating the Buyer's computation of Net Book Value and preparation of the Closing Balance Sheet Sheet. The Buyer warrants that Xx. XxXxxxxxx'x good faith assistance to the Sellers within 30 days after Seller shall not in any way prejudice her position as an employee of the Buyer. Further, the Buyer shall make freely available to the Seller all books and records as the Seller or its agents may reasonably require in order to evaluate the Buyer's computation of Net Book Value and preparation of the Closing DateBalance Sheet. If within 30 days following delivery of the Closing Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers have Seller has not given the Buyer notice of their the Seller's objection to the computation of the Net Book Value as set forth in the Closing Balance Sheet (such notice must to contain a statement in reasonable detail of the basis nature of the Seller's objection), then the Net Book Value reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers and will be used in computing the Adjustment AmountSeller. If the Sellers give Seller shall have given such notice of objectionobjection in a timely manner, then the issues in dispute will be submitted to a "Big Six" accounting firm, other than Deloitte & Touche LLP, firm mutually acceptable to the Buyer and the Sellers Seller (the "Accountants") for resolution. With respect to any such submission and dispute, the Buyer shall again make reasonably available to the Seller and its agents the services of Xxxxx XxXxxxxxx without prejudice to her employment and shall further grant her (and Seller or its agents) access to all relevant books and records of the Buyer as she (and Seller or its agents) may reasonably require. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to the party or its Subsidiaries subsidiaries (or its independent public accountants), and will be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the Accountants will be instructed to determine the Net Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Book Value, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Sellers Seller shall each bear 50% of the fees and expenses of the Accountants for such determination unless the determination by the Accountants results in an increase of the Adjustment Amount by more than 10% over the Adjustment Amount based upon the Net Book Value reflected on the Closing Balance Sheet prepared by the Buyer, in which case the Buyer shall pay all fees of the Accountant. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, exceeds the Initial Adjustment Amount Payment, the Buyer shall be obligated to pay the amount of such excess, up to the amount of the Escrowed Adjustment Amount, promptly to the Sellers, one-half to the Corporation and one-half to the LLC. In furtherance of such obligation of the Buyer, the parties shall execute and deliver to the escrow agent with whom the Escrowed Adjustment Amount is on deposit a joint instruction to pay such excess to the Sellers, with any remaining balance of the Escrowed Adjustment Amount to be paid to the Buyer. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, is less than the Initial Adjustment Amount Payment, the Sellers shall be obligated, jointly and severally, to pay the amount of such shortfall in the Net Book Value promptly to the Buyer. In furtherance of such obligation of the Sellers, the parties shall execute and deliver to the escrow agent with whomdetermination.

Adjustment Procedures. The (A) Buyer will cause certified public accountants selected by it to prepare an unaudited combined a balance sheet (the "Closing Balance Sheet") of the Sellers as of the Closing Date, consisting of a computation of the book value Company as of the Closing Date (the "Closing Date Balance Sheet"), which, together with the inventory calculation determined under Section 1.1 above, shall be used for the computation of the Purchased Assets Closing Date Target Asset Amount (excluding goodwill and other intangible assets) less the book value of the Assumed Liabilities, all as determined in accordance with generally accepted accounting principles applied consistently with the Financial Statements (as defined in Section 3.4(a)); provided, however, that: inventory shall be valued on a FIFO basis; the GE Shareholder Payments (as defined in Section 3.4(b)) shall be excluded; and there shall be included such reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete or slow-moving inventory as shall be consistent with the Seller's past year-end practices. The net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book ValueTarget Assets Computation"). The Buyer will deliver the Closing Date Balance Sheet and the Target Assets Computation (together with all work papers, schedules, memorandums, and other documents used to prepare the Sellers same, in each case, in whatever form they exist) to Seller within 30 sixty days after the Closing Date. The parties agree and acknowledge that for purposes of preparing the Closing Date Balance Sheet, the institutional debt and shareholder debt referenced in clauses (ii) and (iii) of Schedule 1.1 shall not be included as liabilities of the Company; provided, that such institutional debt and shareholder debt is paid in full and/or forgiven on the Closing Date. If within 30 thirty days following delivery of the Closing Date Balance Sheet (or the next Business Day if such 30th day is not a Business Day), the Sellers have and Target Assets Computation Seller has not given Buyer notice of their its objection to the computation of the Net Book Value as set forth in the Closing Balance Sheet Target Assets Computation (such notice must contain a statement of the basis of the SellerBuyer's objection), then the Net Book Value Closing Date Target Asset Amount reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers and Target Assets Computation will be used in computing the Adjustment Amount. If the Sellers give Seller gives such notice of objection, then Seller and Buyer will use reasonable efforts to resolve any disagreements as to the computation of the Closing Date Target Asset Amount, but if they do not obtain a final resolution within thirty (30) days after Seller delivers a notice of objection Notice, Seller and Buyer will jointly retain an independent accounting firm of recognized national or regional standing (the "Accounting Firm") to resolve the issues in dispute dispute. If Seller and Buyer are unable to agree on the choice of the Accounting Firm, the Accounting Firm will be submitted to a "Big Six" an independent accounting firm, other than Deloitte & Touche LLP, mutually acceptable to firm of recognized national or regional standing selected by the Buyer firms designated by each of Seller and the Sellers (the "Accountants") for resolutionBuyer. If the issues in dispute are submitted to the Accountants Accounting Firm for resolution, resolution (i) each party will furnish to the Accountants such workpapers Accounting Firm selected work papers and other documents and information relating to the disputed issues as the Accountants Accounting Firm may request and are available to the party or its Subsidiaries (or its independent public accountants)that party, and will be afforded the opportunity to present to the Accountants Accounting Firm any material relating to the determination and to discuss the determination with the AccountantsAccounting Firm; (ii) the Accountants will be instructed to determine the Net Book Value based upon their resolution of the issues in dispute; (iii) such determination by the Accountants of the Net Book ValueAccounting Firm, as set forth in a notice delivered to both parties by the AccountantsAccounting Firm, will be binding and conclusive on the parties; and (iviii) the Buyer and the Sellers shall Seller will each bear 50% of the fees of the Accountants Accounting Firm for such determination unless the determination by the Accountants results in an increase of the Adjustment Amount by more than 10% over the Adjustment Amount based upon the Net Book Value reflected on the Closing Balance Sheet prepared by the Buyer, in which case the Buyer shall pay all fees of the Accountant. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, exceeds the Initial Adjustment Amount Payment, the Buyer shall be obligated to pay the amount of such excess, up to the amount of the Escrowed Adjustment Amount, promptly to the Sellers, one-half to the Corporation and one-half to the LLC. In furtherance of such obligation of the Buyer, the parties shall execute and deliver to the escrow agent with whom the Escrowed Adjustment Amount is on deposit a joint instruction to pay such excess to the Sellers, with any remaining balance of the Escrowed Adjustment Amount to be paid to the Buyer. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, is less than the Initial Adjustment Amount Payment, the Sellers shall be obligated, jointly and severally, to pay the amount of such shortfall in the Net Book Value promptly to the Buyer. In furtherance of such obligation of the Sellers, the parties shall execute and deliver to the escrow agent with whomdetermination.

Adjustment Procedures. The Buyer will (a) Within fourteen (14) calendar days from the date hereof, the Company shall prepare an unaudited combined balance sheet and deliver to Parent (i) a schedule of the calculation of the Baseline Revenues showing the revenues generated by each Baseline Client included therein (the "Closing Balance Sheet"“Baseline Schedule”) and (ii) a schedule of the Sellers calculation of the Net Working Capital of the Company as of the Closing Dateclose of business on March 30, consisting of 2012 (the “Net Working Capital Baseline”) prepared on a computation basis consistent with the unaudited consolidated balance sheet of the book value Company as of the Closing Date of the Purchased Assets (excluding goodwill and other intangible assets) less the book value of the Assumed LiabilitiesMarch 31, all as determined 2012 included in accordance with generally accepted accounting principles applied consistently with the Financial Statements (the “Net Working Capital Baseline Schedule”). Following delivery of the Baseline Schedule and Net Working Capital Baseline Schedule to Parent, the Company shall provide to Parent such backup documentation as defined in Section 3.4(a)); provided, however, that: inventory may reasonably be requested by Parent with respect thereto within seven (7) calendar days from the date of delivery thereof. The calculation of the Baseline Revenues and the Net Working Capital Baseline shall be valued on a FIFO basis; the GE Shareholder Payments reviewed by Parent who shall, not later than twenty-one (as defined in Section 3.4(b)21) shall be excluded; and there shall be included such reserves and/or write-offs for doubtful accounts receivable and bad debts and for damaged, spoiled, obsolete or slow-moving inventory as shall be consistent with the Seller's past year-end practices. The net book value reflected on the Closing Balance Sheet is hereinafter called the "Net Book Value". The Buyer will deliver the Closing Balance Sheet to the Sellers within 30 calendar days after the Closing Datelater of receipt thereof and any backup documentation, deliver a written report thereon (the “Adjustment Report”) to the Company. The Adjustment Report shall list those items included in the Company’s calculation of the Baseline Revenues and the Net Working Capital Baseline, if any, which Parent disputes and Parent’s proposed adjustment to such disputed items. If Parent fails to deliver the Adjustment Report to the Company within 30 twenty-one (21) calendar days following delivery the later of receipt of the Closing Balance Sheet (or Baseline Schedule and the next Business Day if such 30th day is not a Business Day)Net Working Capital Baseline Schedule and any backup documentation, Parent shall be deemed to have accepted the Sellers have not given Buyer notice calculation of their objection the Baseline Revenues and Net Working Capital Baseline for the purposes of any adjustment to the computation Purchase Price under this Article IV. Further, Parent shall be deemed to have accepted the calculation of the Baseline Revenues and Net Book Value as set forth Working Capital Baseline with respect to all matters it has not disputed in the Closing Balance Sheet (such notice must contain a statement Adjustment Report for the purposes of any adjustment to the basis of the Seller's objection), then the Net Book Value reflected in the Closing Balance Sheet will be deemed mutually agreed by the Buyer and the Sellers and will be used in computing the Adjustment AmountPurchase Price under this Article IV. If the Sellers Company does not give Parent notice of its objections to the Adjustment Report within twenty-one (21) calendar days following receipt of the Adjustment Report, the Company shall be deemed to have accepted the Baseline Schedule and the Net Working Capital Baseline Schedule as adjusted by Parent in the Adjustment Report for the purposes of any adjustment to the Purchase Price under this Article IV. If the Company gives Parent notice of its objections to the Adjustment Report, and if the Company and the Securityholders’ Representative are unable, within fourteen (14) calendar days after receipt by the Company of such notice of objectionobjections, then to resolve the issues in dispute disputed items, such disputed items will be submitted referred to a "Big Six" accounting firmCitrin Xxxxxxxxx or, other than Deloitte & Touche LLPif Citrin Xxxxxxxxx is unable or unwilling to be engaged in respect thereof, another nationally recognized firm of independent certified public accountants mutually acceptable to the Buyer Parent and the Sellers Securityholders’ Representative (the "Accountants"“Independent Accounting Firm”) for resolution. If issues in dispute are submitted The Independent Accounting Firm shall, within twenty-eight (28) calendar days following its selection, deliver to Parent and the Accountants for resolution, Securityholders’ Representative a written report setting forth its determination as to such disputed items (i) each party will furnish to the Accountants and only such workpapers and other documents and information relating to the disputed issues as the Accountants may request and are available to the party or its Subsidiaries (or its independent public accountantsitems), and its determinations will be afforded conclusive and binding upon the opportunity to present Parties for the purposes of any adjustment to the Accountants any material relating Purchase Price under this Article IV. In no event shall the Independent Accounting Firm’s determination as to a disputed item be an amount that is greater than or less than the amount that Parent or the Securityholders’ Representative proposes with respect to such disputed item. The fees and disbursements of the Independent Accounting Firm acting under this Section 4.3(a) shall be apportioned, as calculated by the Independent Accounting Firm, between the Company, on one hand, and Parent, on the other hand, based on the total dollar value of all disputed items resolved in favor of each such Party, with the Company, on one hand, and Parent, on the other hand, bearing such percentage of the fees and disbursements of the Independent Accounting Firm as the aggregate disputed items resolved against that Party bears to the determination and to discuss the determination with the Accountants; (ii) the Accountants will be instructed to determine the Net Book Value based upon their resolution total dollar value of the issues in dispute; (iii) such determination all disputed items considered by the Accountants Independent Accounting Firm. For the avoidance of doubt, the Net Book Value, as delivery and timing of receipt of any document sent by the Parties pursuant to this Section 4.3(a) shall be governed by the provisions set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iv) the Buyer and the Sellers shall each bear 50% of the fees of the Accountants for such determination unless the determination by the Accountants results in an increase of the Adjustment Amount by more than 10% over the Adjustment Amount based upon the Net Book Value reflected on the Closing Balance Sheet prepared by the Buyer, in which case the Buyer shall pay all fees of the Accountant. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, exceeds the Initial Adjustment Amount Payment, the Buyer shall be obligated to pay the amount of such excess, up to the amount of the Escrowed Adjustment Amount, promptly to the Sellers, one-half to the Corporation and one-half to the LLC. In furtherance of such obligation of the Buyer, the parties shall execute and deliver to the escrow agent with whom the Escrowed Adjustment Amount is on deposit a joint instruction to pay such excess to the Sellers, with any remaining balance of the Escrowed Adjustment Amount to be paid to the Buyer. To the extent that the Net Book Value, as mutually agreed by the parties or as determined by the Accountants, is less than the Initial Adjustment Amount Payment, the Sellers shall be obligated, jointly and severally, to pay the amount of such shortfall in the Net Book Value promptly to the Buyer. In furtherance of such obligation of the Sellers, the parties shall execute and deliver to the escrow agent with whomSection 14.9 hereof.