Common use of Closing Calculation Clause in Contracts

Closing Calculation. Seller shall be entitled to reasonable access to the records and working papers prepared by or for Buyer specifically for the calculation of the Closing Working Capital to aid Seller's review of Buyer's Closing Statement. If Seller believes that the Closing Working Capital set forth on Buyer's Closing Statement has not been properly calculated in accordance with this Section 2.3, it shall, within thirty (30) days after receipt of Buyer's Closing Statement, give written notice ("SELLER'S OBJECTION") to Buyer, setting forth the basis of Seller's objection and the adjustments to Buyer's Closing Statement which Seller believes should be made. Failure to so notify Buyer within such thirty (30) day period shall constitute acceptance and approval by Seller of Buyer's Closing Statement. If any proposed change set forth in Seller's Objection is not accepted by Buyer, then Buyer shall within thirty (30) days after receipt of Seller's Objection give written notice to Seller of Buyer's objection to such change ("BUYER'S OBJECTION"). Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Objection. For a period of twenty (20) days after Buyer's Objection (the "NEGOTIATION PERIOD"), Seller and Buyer shall negotiate in good faith to resolve any remaining disputes as expeditiously as possible. If, after the Negotiation Period, any disputes still remain unresolved, then:

Closing Calculation. Seller (i) Buyer shall be entitled to reasonable full access to the relevant records and working papers prepared by or for Buyer specifically for Seller, and to Seller's employees involved in such preparation, to aid in its review of the calculation of the Closing Working Capital to aid Seller's review of Buyer's NAV set forth on the Closing Statement. If Seller Buyer believes that the Closing Working Capital set forth on Buyer's NAV calculation (hereinafter the "Closing Statement Calculation") has not ------------------- been properly calculated in accordance with the calculation methodologies set forth in this Section 2.31.4, it shall, within thirty (30) days after receipt of Buyer's the Closing StatementCalculation, give written notice (the "SELLER'S OBJECTIONBuyer's Objection") to BuyerSeller, setting forth the basis ---------------------- of Sellerthe Buyer's objection and Objection in reasonable detail and, to the extent practicable, the adjustments to Buyer's the Closing Statement Calculation which Seller Buyer believes should be made. Failure to so notify Buyer within such thirty (30) day period shall constitute acceptance and approval by Seller of Buyer's Closing Statement. If any proposed change set forth in Seller's Objection is not accepted by Buyer, then Buyer shall within thirty (30) days after receipt of Seller's Objection give written notice to Seller of Buyer's objection to such change ("BUYER'S OBJECTION"). Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Objectionthe Closing Calculation. For a period There shall be no adjustment to the Closing Calculation unless the cumulative amount of twenty (20) days after Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the "NEGOTIATION PERIOD")change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of thirty (30) days following the Negotiation Perioddate on which Buyer gives Seller notice of any such proposed change, any disputes such proposed change still remain unresolvedremains disputed, then:

Closing Calculation. Seller (i) Buyer shall be entitled to reasonable full access to the relevant records and working papers prepared by or for Buyer specifically for Seller, and to Seller's employees involved in such preparation, to aid in its review of the calculation of the Closing Working Capital to aid Seller's review of Buyer's NAV set forth on the Closing Statement. If Seller Buyer believes that the Closing Working Capital set forth on Buyer's NAV calculation (hereinafter the "Closing Statement Calculation") has not been properly calculated in accordance with the calculation methodologies set forth in this Section 2.31.4, it shall, within thirty (30) days after receipt of Buyer's the Closing StatementCalculation, give written notice (the "SELLER'S OBJECTIONBuyer's Objection") to BuyerSeller, setting forth the basis of Sellerthe Buyer's objection and Objection in reasonable detail and, to the extent practicable, the adjustments to Buyer's the Closing Statement Calculation which Seller Buyer believes should be made. Failure to so notify Buyer within such thirty (30) day period shall constitute acceptance and approval by Seller of Buyer's Closing Statement. If any proposed change set forth in Seller's Objection is not accepted by Buyer, then Buyer shall within thirty (30) days after receipt of Seller's Objection give written notice to Seller of Buyer's objection to such change ("BUYER'S OBJECTION"). Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Objectionthe Closing Calculation. For a period There shall be no adjustment to the Closing Calculation unless the cumulative amount of twenty (20) days after Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the "NEGOTIATION PERIOD")change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of thirty (30) days following the Negotiation Perioddate on which Buyer gives Seller notice of any such proposed change, any disputes such proposed change still remain unresolvedremains disputed, then:

Closing Calculation. Seller BFC shall be entitled to reasonable full access to the ------------------- relevant records and working papers prepared by or for Buyer specifically for to aid in its review of the calculation of Closing Inventory set forth on the Closing Working Capital to aid Seller's review of Buyer's Closing Statement. If Seller BFC believes that the Closing Working Capital set forth on Buyer's Inventory calculation (hereinafter the "Closing Statement Calculation") has not been properly calculated in accordance with ------------------- the calculation methodologies set forth in this Section 2.32.2, it shall, within thirty (30) days after receipt of Buyer's the Closing StatementCalculation, give written notice (the "SELLER'S OBJECTIONObjection") to Buyer, setting forth the basis of Seller's objection its belief in reasonable --------- detail and to the extent practicable the adjustments to Buyer's the Closing Statement Calculation which Seller BFC believes should be made. Failure to so notify Buyer within such thirty (30) day period shall constitute acceptance and approval of the Closing Calculation. If Buyer agrees that any change proposed by Seller of Buyer's BFC is appropriate, the change shall be made to the Closing StatementCalculation. If any proposed change set forth in Seller's Objection is not accepted disputed by Buyer, then Buyer shall within thirty (30) days after receipt of Seller's Objection give written notice to Seller of Buyer's objection to such change ("BUYER'S OBJECTION"). Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Objection. For a period of twenty (20) days after Buyer's Objection (the "NEGOTIATION PERIOD"), Seller BFC and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of thirty (30) days following the Negotiation Perioddate on which BFC delivers the Objection, there remains any disputes still remain unresolveddispute as to the Closing Calculation, then:, the New York City office of Ernst & Young or another major accounting firm jointly selected by BFC and Buyer and with no ties to either Buyer or BFC (the "Neutral Accounting Firm"), shall be engaged to resolve any remaining disputes. ----------------------- The Neutral Accounting Firm shall act as an arbitrator to determine only those issues still in dispute. The Neutral Accounting Firm's determination, based upon the calculation methodologies set forth in this Section 2.2, shall be made within thirty (30) days following the date on which the dispute is submitted, shall be set forth in a written statement delivered to BFC and Buyer, and shall be final, binding and conclusive. The fees and any expenses of the Neutral Accounting Firm shall be shared equally by BFC and Buyer.

Closing Calculation. Seller (i) Buyer shall be entitled to reasonable full access to the relevant records and working papers prepared by or for Buyer specifically for Seller, and to Seller's employees involved in such preparation, to aid in its review of the calculation of the Closing Working Capital to aid Seller's review of Buyer's NAV set forth on the Closing Statement. If Seller Buyer believes that the Closing Working Capital set forth on Buyer's NAV calculation (hereinafter the "Closing Statement Calculation") has not been ------------------- properly calculated in accordance with the calculation methodologies set forth in this Section 2.31.4, it shall, within thirty (30) days after receipt of Buyer's the Closing StatementCalculation, give written notice (the "SELLER'S OBJECTIONBuyer's Objection") to BuyerSeller, ----------------- setting forth the basis of Sellerthe Buyer's objection and Objection in reasonable detail and, to the extent practicable, the adjustments to Buyer's the Closing Statement Calculation which Seller Buyer believes should be made. Failure to so notify Buyer within such thirty (30) day period shall constitute acceptance and approval by Seller of Buyer's Closing Statement. If any proposed change set forth in Seller's Objection is not accepted by Buyer, then Buyer shall within thirty (30) days after receipt of Seller's Objection give written notice to Seller of Buyer's objection to such change ("BUYER'S OBJECTION"). Failure to so notify Seller within such thirty (30) day period shall constitute acceptance and approval by Buyer of Seller's Objectionthe Closing Calculation. For a period There shall be no adjustment to the Closing Calculation unless the cumulative amount of twenty (20) days after Buyer's Objection equals or exceeds one million dollars ($1,000,000.00) and provided that any individual item of adjustment contained in Buyer's Objection which is less than fifty thousand dollars ($50,000.00) shall be excluded in its entirety. If Seller agrees that any change proposed by Buyer is appropriate, the "NEGOTIATION PERIOD")change shall be made to the Closing Calculation, whereupon Buyer shall be deemed to have accepted and approved the Closing Calculation with respect to such change and any other non-disputed item of the Closing Calculation. If the proposed change is disputed by Seller, then Seller and Buyer shall negotiate in good faith to resolve any remaining disputes such dispute as expeditiously as possible. If, after a period of thirty (30) days following the Negotiation Perioddate on which Buyer gives Seller notice of any such proposed change, any disputes such proposed change still remain unresolvedremains disputed, then: