As soon as the necessary information is available, Buyer shall conduct a post-Closing audit to determine the accuracy of all prorations made to the Purchase Price (the "Post-Closing Audit").
Either party owing the other party a sum of money based on such subsequent proration(s) or the Post-Closing Audit shall promptly pay said sum to the other party.
Endosonics shall cause such Post-Closing Audit to be completed as promptly as practicable following the Closing and in any event within 75 days thereof.
Purchaser shall pay all fees and expenses related to the Post-Closing Audit; provided, however, that if the Post-Closing Audit reveals that the Unaudited December 31, 1997 Balance Sheet overstated the assets of Seller by $50,000 or more or understated the liabilities of Seller by $50,000 or more, then Seller and the Principals shall pay 50% of the total fees and expenses related to the Post-Closing Audit; provided, however, that Seller's portion of such amount shall not exceed $10,000.
Seller acknowledges that neither this Section 5.6 nor the Post-Closing Audit restricts or limits Seller's obligation to indemnify Purchaser pursuant to Section 9 for any breach of Section 3.4 or any other provision of this Agreement.