BASE NET INVENTORY definition
BASE NET INVENTORY means $3,723,000. The parties shall prior to the Closing Date agree on a method to determine the Pre-Closing Date Net Inventory. If the parties have not so agreed by the Closing Date, then the parties shall immediately after the Closing submit the determination of the Pre-Closing Date Net Inventory to PricewaterhouseCoopers LLP, or if PricewaterhouseCoopers LLP is unwilling or unable to serve in such capacity, to such other independent accounting firm agreed to by the parties (the "INDEPENDENT ACCOUNTANT"), whose determination of the Pre-Closing Date Net Inventory shall be final and binding on the parties. The Independent Accountant shall provide the parties with its determination of the Pre-Closing Date Inventory within thirty (30) days following the Closing Date. The parties agree to cooperate with the Independent Accountant in its determination of the Pre-Closing Date Net Inventory and shall provide the Independent Accountant with all work papers and documents and shall give the Independent Accountant access to all books, records and personnel of such party as is reasonably requested by the Independent Accountant. The costs and expenses of the Independent Accountant shall be shared 50/50 by DEGC on the one hand and Seller on the other. Within five (5) business days following the determination of the Pre-Closing Date Net Inventory by the Independent Accountant, DEGC shall pay to Seller the amount, if any, by which the Pre-Closing Date Net Inventory exceeds the Base Net Inventory, or Seller shall pay to DEGC the amount, if any, by which the Base Net Inventory exceeds the Pre-Closing Date Net Inventory. If a Funding Event has occurred, then instead of the payments described in the preceding sentence, (i) the Purchase Money Note (as defined in Section 2.5(c) below) shall be increased by the amount, if any, by which the Pre-Closing Date Net Inventory exceeds the Base Net Inventory; or (ii) the Purchase Money Note shall be decreased by the amount, if any, by which the Base Net Inventory exceeds the Pre-Closing Date Net Inventory.