Common use of Balance Sheet Clause in Contracts

Balance Sheet. (a) Chiron shall, at its own cost and expense, prepare and deliver to the Purchaser within 60 days after the Closing Date, a consolidated balance sheet for the Company and its Subsidiaries (as defined in Section 2.4.4) as of the Closing Date (the "Closing Date Balance Sheet") which shall include, in addition to the other information set forth therein, the Closing Date Net Assets. The Closing Date Balance Sheet shall be prepared in accordance with the Agreed Procedure, and shall be accompanied by an audit opinion thereon of KPMG Peat Marwick LLP ("KPMG") to the effect that the Closing Date Balance Sheet, and the assets and liabilities reflected thereon, were prepared and determined in accordance with the Agreed Procedure. The Closing Date Balance Sheet shall be accompanied by a supplementary schedule setting forth the calculation of the adjustment to the Purchase Price contemplated by Section 1.5. 1. During the sixty-day period following the Closing, the Purchaser will cause the Company to provide to Chiron and its accountants reasonable access during normal business hours to such books and records of the Company as may be necessary to enable Chiron to prepare the Closing Date Balance Sheet. Chiron shall make available to the Purchaser all work papers, books and records used by it in the preparation and audit of the Closing Date Balance Sheet, and shall provide copies of the same. The Purchaser and such accountants or auditors of its choice (the cost and expense of which shall be borne by the Purchaser) shall be entitled to jointly conduct with Chiron and KPMG, or otherwise participate in or monitor, a physical count of the inventories on hand as of the Closing Date (or such other date as the Purchaser and Chiron shall mutually agree) and such other procedures acceptable to the Purchaser with respect to any inventory on consignment. (b) The Purchaser shall have 30 business days after its receipt of the Closing Date Balance Sheet and related supplementary schedules to review them (the "Review Period"). On or prior to the expiration of the Review Period, the Purchaser shall notify Chiron in writing if it does not agree with Chiron's calculation of any adjustment to the Purchase Price (the "Disagreement Notice"), which notice shall include a brief description of the basis of its disagreement, including its calculation of any adjustment to the Purchase Price. If Chiron does not receive the Disagreement Notice on or prior to the expiration of the Review Period, the Purchaser shall be deemed to have approved the Closing Date Balance Sheet and Chiron's calculation of any adjustment to the Purchase Price applicable thereto. (c) If Chiron receives the Disagreement Notice, Chiron and the Purchaser shall, in good faith, attempt to resolve the disagreement within 20 business days after Chiron's receipt of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron or the Purchaser, as applicable, shall promptly pay any net amount owed to the other party that is not in disagreement (i.e., net of any offsetting liability), and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is unable to serve or declines to act, or if at the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination of the Deciding Accountant as to the calculation and amount of any adjustment to the Purchase Price shall be rendered within 30 calendar days after such disagreement is referred to the Deciding Accountant, and shall be binding upon the parties hereto. (d) Each of the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other party. The fees and expenses payable to the Deciding Accountant shall be borne one-half by the Purchaser and one-half by Chiron. (e) The Closing Date Balance Sheet as agreed to by the parties or as determined by the Deciding Accountant, and the Closing Date Net Assets reflected thereon, shall be binding on the parties and thereafter be the "Closing Date Balance Sheet" and the "Closing Date Net Assets", respectively, for all purposes of this Agreement. The later of the date on which the parties agree upon the Closing Date Balance Sheet and the calculation of any adjustment to the Purchase Price or the date on which the Deciding Accountant renders its decision with respect thereto shall be called the "Final Settlement Date". (f) Within 10 business days after the Final Settlement Date, (i) if the Purchase Price paid at the Closing is to be increased, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall pay to the Purchaser the Downward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of the Purchaser identified in writing by the Purchaser. (g) Any adjustments to the Purchase Price required by application of this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required by Section 6.9.

Balance Sheet. (a) Chiron shallWithin fifteen (15) days following the Closing Date, at its own cost and expense, Sellers shall prepare and deliver to the Purchaser within 60 days after the Closing Date, Buyers a consolidated combined balance sheet for the Company and its Subsidiaries (as defined in Section 2.4.4) effective as of the Closing Date (the "Closing Date Balance Sheet") which shall include), in addition to and a related combined statement of income for the other information set forth thereinperiod beginning September 1, 2001 and ending as of the Closing Date Net Assets. The Closing Date Balance Sheet shall be prepared in accordance with Date, of the Agreed ProcedureAcquired Companies, and shall be accompanied by an audit opinion thereon showing the final status of KPMG Peat Marwick LLP ("KPMG") to the effect that the Closing Date Balance Sheet, and the all assets and liabilities reflected thereon, were prepared and determined in accordance with the Agreed Procedure. The Closing Date Balance Sheet shall be accompanied by a supplementary schedule setting forth the calculation of the adjustment to the Purchase Price contemplated by Section 1.5. 1. During the sixty-day period following the Closing, the Purchaser will cause the Company to provide to Chiron and its accountants reasonable access during normal business hours to such books and records of the Company as may be necessary to enable Chiron to prepare the Closing Date Balance Sheet. Chiron shall make available to the Purchaser all work papers, books and records used by it in the preparation and audit of the Closing Date Balance Sheet, and shall provide copies of the same. The Purchaser and such accountants or auditors of its choice (the cost and expense of which shall be borne by the Purchaserincluding Combined Working Capital) shall be entitled to jointly conduct with Chiron and KPMG, or otherwise participate in or monitor, a physical count of the inventories on hand as of the Closing Date (or such other date as and the Purchaser and Chiron results of its operations for the periods then ended, all prepared in accordance with GAAP. The Closing Balance Sheet shall mutually agree) and such other procedures acceptable be reviewed by the Buyers and, if the Buyers have any objections to the Purchaser with respect Closing Balance Sheet, Buyers and Sellers shall work reasonably and in good faith to any inventory on consignmentresolve such objections. (b) The Purchaser shall have 30 business If Buyers and Sellers are not able to resolve their disagreements and objections with respect to the Closing Balance Sheet within thirty (30) days after its receipt of Sellers deliver the Closing Date Balance Sheet and related supplementary schedules to review them Buyers, then the issues in dispute will be submitted to the Denver, Colorado office of Xxxxxx Xxxxxxxx, LLP independent certified public accountants (the "Review PeriodAccountants")) for resolution. On or prior If issues in dispute are submitted to the expiration Accountants for resolution, (i) each party will furnish to the Accountants such work papers and other documents and information relating to the disputed issues as the Accountants may request and are available to that 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; and (ii) in addition to the material submitted in subparagraph (i) above, the Accountants shall consider compliance by the Sellers in the operation of the Review Period, the Purchaser shall notify Chiron in writing if it does not agree with Chiron's calculation of any adjustment to the Purchase Price (the "Disagreement Notice"), which notice shall include a brief description businesses of the basis of its disagreement, including its calculation of any adjustment to Acquired Companies under the Purchase Price. If Chiron does not receive the Disagreement Notice on or prior to the expiration standard of the Review PeriodOrdinary Course of Business. The determination by the Accountants, as set forth in a notice delivered to both parties by the Purchaser Accountants, will be binding and conclusive on the parties. Buyers and Sellers shall be deemed to have approved each bear 50% of the Closing Date Balance Sheet and Chiron's calculation fees of any adjustment to the Purchase Price applicable theretoAccountants for such determination. (c) If Chiron receives the Disagreement Notice, Chiron and the Purchaser shall, in good faith, attempt to resolve the disagreement within 20 business days after Chiron's receipt Upon finalization of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron or the Purchaser, as applicable, shall promptly pay any net amount owed to the other party that is not in disagreement (i.e., net of any offsetting liability), and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is unable to serve or declines to act, or if at the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination of the Deciding Accountant as to the calculation and amount of any adjustment to the Purchase Price shall be rendered within 30 calendar days after such disagreement is referred to the Deciding Accountant, and shall be binding upon the parties hereto. (d) Each of the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other party. The fees and expenses payable to the Deciding Accountant shall be borne one-half by the Purchaser and one-half by Chiron. (e) The Closing Date Balance Sheet as agreed to by the parties or as determined by the Deciding Accountant, and the Closing Date Net Assets reflected thereon, shall be binding on the parties and thereafter be the "Closing Date Balance Sheet" and the "Closing Date Net Assets", respectively, for all purposes of this Agreement. The later of the date on which the parties agree upon the Closing Date Balance Sheet and the calculation of the Combined Working Capital of the Acquired Companies in accordance with Sections 1.6(a) or 1.6(b), any adjustment to the Purchase Price or Combined Working Capital which would have an effect on the date on which amount of the Deciding Accountant renders its decision with respect thereto Working Capital Payment, should be reflected by the revision of the amount of the Working Capital Note including the interest accruals thereon. In the event of such a revision, the Working Capital Note issued as of the Closing Date shall be called retired and replaced in its entirety by a Working Capital Note in the "Final Settlement Date". amount as determined under this Section 1.6(c) within ten (f10) Within 10 business days after receiving the Final Settlement Date, (i) if the Purchase Price paid at the Closing is to be increased, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall pay to the Purchaser the Downward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of the Purchaser identified in writing by the PurchaserAccountants' binding determination. (g) Any adjustments to the Purchase Price required by application of this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required by Section 6.9.

Balance Sheet. (a) Chiron shall, at its own cost and expense, prepare and deliver to the Purchaser within 60 Within 30 days after the Closing Date, Seller will prepare and present to Buyer a consolidated balance sheet for the Company and its Subsidiaries (as defined in Section 2.4.4) as of the Closing Date (the "Closing Date Proposed June 30 Balance Sheet") which shall includesetting forth as of June 30, in addition to 1997 the other information set forth therein, book value of the Closing Date Net AssetsTransferred Assets and the Assumed Liabilities. The Closing Date Proposed June 30 Balance Sheet shall be prepared so that it presents fairly the book value of the Transferred Assets and Assumed Liabilities in accordance with the Agreed Procedure, and shall be accompanied by an audit opinion thereon GAAP (or on a basis consistent with prior practices of KPMG Peat Marwick LLP ("KPMG") to the effect that the Closing Date Balance Sheet, and the assets and liabilities reflected thereon, were prepared and determined in accordance Seller with the Agreed Procedure. The Closing Date Balance Sheet shall be accompanied by a supplementary schedule setting forth disclosure that such practice is not GAAP), but in any case using practices and procedures and applying the calculation types of adjustments described in Schedule 2.6(b) consistent with the preparation of the adjustment to the Purchase Price contemplated by Section 1.5. 1. During the sixty-day period following the Closing, the Purchaser will cause the Company to provide to Chiron and its accountants reasonable access during normal business hours to such books and records of the Company as may be necessary to enable Chiron to prepare the Closing Date May 31 Balance Sheet. Chiron Seller's Auditors shall make available perform selected procedures as agreed to the Purchaser all work papers, books by Buyer and records used by it in the preparation and audit of the Closing Date Balance Sheet, and shall provide copies of the same. The Purchaser and such accountants or auditors of its choice Seller (the cost and expense of which shall be borne by the Purchaser"Agreed Upon Procedures") shall be entitled to jointly conduct with Chiron and KPMG, or otherwise participate in or monitor, a physical count of the inventories on hand as of the Closing Date (or such other date as the Purchaser and Chiron shall mutually agree) and such other procedures acceptable to the Purchaser with respect to any inventory on consignment.the Proposed June 30 Balance Sheet. Buyer and Buyer's Auditors shall have the right to review and copy, promptly upon request, the workpapers of Seller's Auditors (the "Workpapers") utilized in performing the Agreed Upon Procedures with respect to the Proposed June 30 Balance Sheet. The Proposed June (b) The Purchaser shall have 30 business days after its receipt fees and disbursements of the Closing Date Balance Sheet and related supplementary schedules to review them (the "Review Period"). On or prior to the expiration of the Review Period, the Purchaser shall notify Chiron in writing if it does not agree with ChironSeller's calculation of any adjustment to the Purchase Price (the "Disagreement Notice"), which notice shall include a brief description of the basis of its disagreement, including its calculation of any adjustment to the Purchase Price. If Chiron does not receive the Disagreement Notice on or prior to the expiration of the Review Period, the Purchaser Auditors shall be deemed to have approved the Closing Date Balance Sheet and Chiron's calculation of any adjustment to the Purchase Price applicable thereto. (c) If Chiron receives the Disagreement Notice, Chiron paid by Seller and the Purchaser shall, in good faith, attempt to resolve the disagreement within 20 business days after Chironfees and disbursements of Buyer's receipt of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron or the Purchaser, as applicable, shall promptly pay any net amount owed to the other party that is not in disagreement (i.e., net of any offsetting liability), and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is unable to serve or declines to act, or if at the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination of the Deciding Accountant as to the calculation and amount of any adjustment to the Purchase Price Auditors shall be rendered within 30 calendar days after such disagreement is referred to the Deciding Accountant, and shall be binding upon the parties hereto. (d) Each of the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other partypaid by Buyer. The fees and expenses payable to disbursements of the Deciding Accountant shall be borne one-half by First Choice or the Purchaser and one-half by Chiron. (e) The Closing Date Balance Sheet Selected Firm, as agreed to by the parties or as determined by the Deciding Accountant, and the Closing Date Net Assets reflected thereoncase may be, shall be binding on paid by Buyer and Seller as the parties and thereafter be First Choice or the "Closing Date Balance Sheet" and Selected Firm, as the "Closing Date Net Assets"case may be, respectively, for all purposes of this Agreement. The later shall determine based upon its assessment of the date on which the parties agree upon the Closing Date Balance Sheet and the calculation of any adjustment to the Purchase Price or the date on which the Deciding Accountant renders its decision with respect thereto shall be called the "Final Settlement Date". (f) Within 10 business days after the Final Settlement Date, (i) if the Purchase Price paid at the Closing is to be increased, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall pay to the Purchaser the Downward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account relative merits of the Purchaser identified positions taken by each in writing by the Purchaserany disagreement presented to such firm. (g) Any adjustments to the Purchase Price required by application of this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required by Section 6.9.

Balance Sheet. (a) Chiron shall, at its own cost and expense, prepare and deliver to the Purchaser within 60 days after On the Closing Date, Borrower shall deliver to GTA-IB a consolidated balance sheet for of Borrower to be dated as of the Company Closing Date, and which shall have been approved in writing by GTA-IB in its Subsidiaries sole discretion, (and attached to this Agreement as defined Schedule 7.2(a)) reflecting, in Section 2.4.4all material respects (i.e., material respects shall mean an amount exceeding Twenty Thousand Dollars ($20,000) in the aggregate), the assets and liabilities of Borrower related to the Property, including, without limitation, all real property taxes and real property tax appeal consequences (including, without limitation, all related reasonably and actually incurred legal fees) that have accrued or become payable with respect to the period prior to the Closing Date, and which contains detailed schedules of the line items shown thereon as of the Closing Date (together with all footnotes and schedules thereto, as approved in writing by GTA-IB in its sole discretion, the "“Closing Date Balance Sheet") which shall include, in addition to the other information set forth therein, the Closing Date Net Assets”). The Closing Date Balance Sheet shall be prepared in accordance with reflect the Agreed Procedure, then current assets and liabilities. It shall be accompanied a condition of Lender’s obligations to consummate the transactions set forth in this Agreement and to execute and deliver the Conveyance Documents that (i) all cash flow generated from the operation of the Property from and after May 31, 2002 shall have been used by an audit opinion thereon Borrower and Resort Manager, subject to Section 7.2(b) hereof, for the benefit of KPMG Peat Marwick LLP the Property or Lender, ("KPMG"ii) Borrower shall deliver to Lender on the effect that Closing Date the Closing Date Balance SheetSheet of Borrower dated as of the Closing Date which (A) accurately reflects, in all material respects, the financial condition of the Property as of the Closing Date, (B) has been approved by GTA-IB, in its sole, reasonable discretion, on or before the Closing Date, and (C) which has been countersigned by an authorized representative of each of the assets and liabilities reflected thereonparties hereto, were prepared and determined in accordance with (iii) the Agreed Procedure. The Closing Date Balance Sheet shall be accompanied by a supplementary schedule setting forth reflect that the calculation amount due and payable to Resort Manager shall not exceed Four Hundred Thirty-Four Thousand Dollars ($434,000) (i.e., the amount accruing prior to January 1, 2002, and unpaid as of the adjustment Closing Date) and any then earned fees and unpaid amounts owed to the Purchase Price contemplated by Section 1.5. 1. During the sixty-day period following the ClosingResort Manager, the Purchaser will cause the Company to provide to Chiron and its accountants reasonable access during normal business hours to such books and records of the Company as may be necessary to enable Chiron to prepare (iv) the Closing Date Balance SheetSheet shall state that the then current amount owed by Borrower to Resort Manager pursuant to that certain Agreement Re Guaranty of Funds dated as of May 7, 1997 between Borrower and Resort Manager (the “Resort Manager Guaranty”) equals no more than Ten Million Two Hundred Sixty-Five Thousand Dollars ($10,265,000) (which shall include amounts advanced by Resort Manager as described in Section 7.2 (b) (ii)). Chiron shall make available Furthermore, if any real property taxes and/or real property tax appeal consequences (including, without limitation, all related reasonably and actually incurred legal fees) related to the Purchaser all work papersperiod from January 1, books and records used by it in the preparation and audit of the Closing Date Balance Sheet1998 through May 31, and shall provide copies of the same. The Purchaser and such accountants 2002, inclusive, accrue or auditors of its choice (the cost and expense of which shall be borne by the Purchaser) shall be entitled to jointly conduct with Chiron and KPMG, become payable before or otherwise participate in or monitor, a physical count of the inventories on hand as of after the Closing Date (or such other date as the Purchaser “Real Property Taxes and Chiron shall mutually agree) and such other procedures acceptable Consequences”), subject to the Purchaser with respect Indemnified Amount limitation described in Section 10.3(c), Borrower and Guarantor shall be jointly and severally obligated to pay the same and shall jointly and severally indemnify, defend and hold harmless each of the GTA Parties, from and against any inventory on consignmentand all such Real Property Taxes and Consequences, including, without limitation, penalties, fines, interest, legal fees, etc., and any other related costs, expenses (including, without limitation, legal fees, penalties, interest and other directly related reasonably and actually incurred third-party costs, which amounts shall not exceed, in the aggregate, One Million Thirty Thousand Nine Hundred Dollars ($1,030,900) (collectively, the “Indemnified Tax Amount”). (b) The Purchaser Lender recognizes, acknowledges, agrees and consents that in order for Borrower to meet the requirements of Section 7.2 (a), (i) until the Closing Date, Borrower shall direct and permit Resort Manager to apply cash flow from the Resort Property to the payment of amounts that are due and owing from Borrower to Resort Manager for services rendered by the Resort Manager with respect to the Resort Property only and payable pursuant to the express terms of the Management Contract (other than amounts due Resort Manager arising from payments by Resort Manager under the Resort Manager Guaranty) and (ii) Resort Manager shall, during 2002, have 30 business days after its receipt of advanced One Million Two Hundred Fifty Thousand Dollars ($1,250,000) pursuant to the Resort Manager Guaranty, which amount is reflected on the Closing Date Balance Sheet and related supplementary schedules as having been applied to review them (the "Review Period"). On or prior to the expiration pay a portion of the Review Periodamounts due and owing to Resort Manager. (c) Upon closing hereunder, (i) Borrower shall have no liability with respect to (i) any obligations arising on or after the Purchaser shall notify Chiron Closing Date in writing if it does not agree connection with Chiron's calculation of any adjustment to the Purchase Price (the "Disagreement Notice"), which notice shall include a brief description ownership and operation of the basis of its disagreementProperty, including its calculation of any adjustment to the Purchase Price. If Chiron does not receive the Disagreement Notice and (ii) those liabilities set forth or provided for on or prior to the expiration of the Review Period, the Purchaser shall be deemed to have approved the Closing Date Balance Sheet or otherwise in this Agreement. Nothing contained in this Agreement or in the Defense and Chiron's calculation Escrow Agreement shall be deemed an assumption by GTA-IB of any adjustment liabilities relating to the Purchase Price applicable thereto. (c) If Chiron receives the Disagreement Noticeownership, Chiron and the Purchaser shall, in good faith, attempt to resolve the disagreement within 20 business days after Chiron's receipt operation or maintenance of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron or the Purchaser, as applicable, shall promptly pay any net amount owed Property prior to the other party that is not in disagreement (i.e., net of any offsetting liability), and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is unable to serve or declines to act, or if at the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination of the Deciding Accountant as to the calculation and amount of any adjustment to the Purchase Price shall be rendered within 30 calendar days after such disagreement is referred to the Deciding Accountant, and shall be binding upon the parties hereto. (d) Each of the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other party. The fees and expenses payable to the Deciding Accountant shall be borne one-half by the Purchaser and one-half by Chiron. (e) The Closing Date Balance Sheet as agreed to by the parties or as determined by the Deciding Accountant, and the Closing Date Net Assets reflected thereon, shall be binding other than with respect to those that are expressly included or provided for on the parties and thereafter be the "Closing Date Balance Sheet" and the "Closing Date Net Assets", respectively, for all purposes of this Agreement. The later of the date on which the parties agree upon the Closing Date Balance Sheet and the calculation of any adjustment pursuant to the Purchase Price Section 7.2(a) hereof or the date on which the Deciding Accountant renders its decision with respect thereto shall be called the "Final Settlement Date"otherwise in this Agreement. (f) Within 10 business days after the Final Settlement Date, (i) if the Purchase Price paid at the Closing is to be increased, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall pay to the Purchaser the Downward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of the Purchaser identified in writing by the Purchaser. (g) Any adjustments to the Purchase Price required by application of this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required by Section 6.9.

Balance Sheet. Seller and its accountants shall permit Buyer to review all accounting records and work papers and computations used by them in the preparation of the Preliminary Balance Sheet. If Buyer does not provide Seller with written notice of a dispute concerning the Preliminary Balance Sheet (a"Notice of Dispute") Chiron shall, at its own cost and expense, prepare and deliver to the Purchaser within 60 30 days after Buyer's receipt of the Preliminary Balance Sheet, then the Preliminary Balance Sheet shall constitute the Closing DateBalance Sheet for purposes of this Agreement notwithstanding any subsequent audit of Seller's financial statements covering the period from January 1, a consolidated balance sheet for the Company and its Subsidiaries (as defined in Section 2.4.4) as of 1998 through the Closing Date (to be performed by Bennxxx xxx Katz, XXC. If Buyer provides Seller with written notice of a dispute within the "Closing Date Balance Sheet") which shall include, in addition to the other information set forth therein, the Closing Date Net Assets. The Closing Date Balance Sheet shall be prepared in accordance with the Agreed Procedure, and shall be accompanied by an audit opinion thereon of KPMG Peat Marwick LLP ("KPMG") to the effect that the Closing Date Balance Sheet, and the assets and liabilities reflected thereon, were prepared and determined in accordance with the Agreed Procedure. The Closing Date Balance Sheet shall be accompanied by a supplementary schedule setting forth the calculation of the adjustment to the Purchase Price contemplated by Section 1.5. 1. During the sixtyaforementioned 30-day period, then, for a period following the Closing, the Purchaser will cause the Company to provide to Chiron and its accountants reasonable access during normal business hours to such books and records of the Company as may be necessary to enable Chiron to prepare the Closing Date Balance Sheet. Chiron shall make available to the Purchaser all work papers, books and records used by it in the preparation and audit of the Closing Date Balance Sheet, and shall provide copies of the same. The Purchaser and such accountants or auditors of its choice (the cost and expense of which shall be borne by the Purchaser) shall be entitled to jointly conduct with Chiron and KPMG, or otherwise participate in or monitor, a physical count of the inventories on hand as of the Closing Date (or such other date as the Purchaser and Chiron shall mutually agree) and such other procedures acceptable to the Purchaser with respect to any inventory on consignment. (b) The Purchaser shall have 30 business days after its receipt of the Closing Date Balance Sheet and related supplementary schedules to review them thereafter (the "Review Period"), Buyer and Seller shall endeavor in good faith to reach agreement on the form of the Closing Balance Sheet. On or prior If Buyer and Seller are unable to reach agreement during the Review Period on the form of the Closing Balance Sheet, then the dispute shall be submitted to an independent public accounting firm mutually agreeable to Buyer and Seller, which public accounting firm shall resolve any and all disputes with respect to the expiration Closing Balance Sheet. If Buyer and Seller are unable to agree upon an independent public accounting firm to be selected to resolve the dispute, they shall each name one firm and the two firms so named shall choose a third independent public accounting firm which shall resolve the dispute. Such determination shall be made within 60 days after the dispute is submitted to the independent public accounting firm in accordance with the terms of this section and shall be final and binding upon Buyer and Seller in the absence of manifest error. Buyer and Seller shall bear equally all fees and costs associated with any determination pursuant to this section of the Review Period, the Purchaser shall notify Chiron in writing if it does not agree with Chiron's calculation Closing Balance Sheet by an independent public accounting firm. The final balance sheet dated as of any adjustment to the Purchase Price (the "Disagreement Notice"), which notice shall include a brief description of the basis of its disagreement, including its calculation of any adjustment to the Purchase Price. If Chiron does not receive the Disagreement Notice on or prior to the expiration of the Review Period, the Purchaser shall be deemed to have approved the Closing Date Balance Sheet and Chiron's calculation of any adjustment to the Purchase Price applicable thereto. (c) If Chiron receives the Disagreement Notice, Chiron and the Purchaser shall, in good faith, attempt to resolve the disagreement within 20 business days after Chiron's receipt of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron or the Purchaser, as applicable, shall promptly pay any net amount owed to the other party that is not in disagreement (i.e., net of any offsetting liability), and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is unable to serve or declines to act, or if at the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination of the Deciding Accountant as to the calculation and amount of any adjustment to the Purchase Price shall be rendered within 30 calendar days after such disagreement is referred to the Deciding Accountant, and shall be binding upon the parties hereto. (d) Each of the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other party. The fees and expenses payable to the Deciding Accountant shall be borne one-half by the Purchaser and one-half by Chiron. (e) The Closing Date Balance Sheet as agreed to by the parties or as determined by the Deciding Accountant, and the Closing Date Net Assets reflected thereon, shall be binding on the parties and thereafter be the "Closing Date Balance Sheet" and the ."Closing Date Net Assets", respectively, for all purposes of this Agreement. The later of the date on which the parties agree upon the Closing Date Balance Sheet and the calculation of any adjustment to the Purchase Price or the date on which the Deciding Accountant renders its decision with respect thereto shall be called the "Final Settlement Date". (f) Within 10 business days after the Final Settlement Date, (i) if the Purchase Price paid at the Closing is to be increased, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall pay to the Purchaser the Downward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of the Purchaser identified in writing by the Purchaser. (g) Any adjustments to the Purchase Price required by application of this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required by Section 6.9.

Balance Sheet. 3.5.1 As soon as practicable after the Closing Date (a) Chiron shall, at its own cost and expense, prepare and deliver to the Purchaser within but not later than 60 days after the Closing Date), a consolidated Buyer will prepare, and cause its regularly engaged independent accountants or another firm of accountants not reasonably objected to by Seller ("CPA's) to audit and report upon the balance sheet for the Company and its Subsidiaries (as defined in Section 2.4.4) as of the Closing Date (Seller at the close of business on the Adjustment Date. Such balance sheet shall be referred to herein as the "Closing Date Balance Sheet") which shall include, in addition to the other information set forth therein." Except as specifically provided herein, the Closing Date Net Assets. The Closing Date Balance Sheet shall will be prepared in accordance with generally accepted accounting principles consistent with the Agreed Procedureaccounting principles, practices and shall be accompanied assumptions utilized by an audit opinion thereon the Company in the preparation of KPMG Peat Marwick LLP ("KPMG") to the effect that the Closing Date Balance Sheetits audited balance sheet at December 31, 1997 and the assets and liabilities reflected thereonrelated notes thereto, were prepared and determined in accordance with the Agreed Procedureattached hereto as Exhibit 5.10. The Closing Date Balance Sheet shall be accompanied will include only those items transferred to or assumed by a supplementary schedule setting forth the calculation of the adjustment to the Purchase Price contemplated by Section 1.5. 1Buyer pursuant hereto. During the sixty-day period following the Closing, the Purchaser will cause the Company to provide to Chiron and its accountants reasonable access during normal business hours to such books and records of the Company as may be necessary to enable Chiron to prepare The inventory reflected on the Closing Balance Sheet will be based on a physical inventory taken on or about the Adjustment Date Balance Sheetby Seller and observed by CPA's (at Buyer's expense). Chiron shall make available to the Purchaser all work papers, books Seller will cooperate with Buyer and records used by it CPA's in facilitating the preparation and audit of the Closing Date Balance Sheet. 3.5.2 Immediately after the audit of the Closing Balance Sheet has been completed, Buyer will compute the Long Term Debt, Current Assets and Current Liabilities as of the Adjustment Date. 3.5.3 Buyer's computation of the cash portion of the consideration, based on the Closing Balance Sheet, and shall provide copies of be delivered to the same. The Purchaser and such accountants or auditors of its choice Company in writing no later than 30 days after the Closing (the cost and expense of which shall be borne by "Closing Consideration Statement"). During the Purchaser) shall be entitled to jointly conduct with Chiron and KPMG, or otherwise participate in or monitor, a physical count of 25-day period following the inventories on hand as Seller's receipt of the Closing Date (or such other date as Consideration Statement, the Purchaser and Chiron shall mutually agree) and such other procedures acceptable Seller's accountants will be permitted to review the audit working papers of CPA's relating to the Purchaser Closing Balance Sheet and will have access to Buyer's personnel as may be reasonably necessary in connection therewith and, in general, Buyer will cooperate with the Seller and the Seller's accountants in facilitating such review. The Closing Consideration Statement shall become final and binding upon the parties on the twenty-fifth day following the Seller's receipt thereof unless the Seller gives written notice of its disagreement as to the Closing Balance Sheet or the Closing Consideration Statement ("Notice of Disagreement") to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. If a Notice of Disagreement is received by Buyer in a timely manner then the Closing Consideration Statement shall become final and binding upon the parties on the earlier of (x) the date the parties hereto resolve in writing all differences they have with respect to any inventory on consignment. matter specified in the Notice of Disagreement and (by) The Purchaser shall have 30 business days after its receipt of the Closing Date Balance Sheet and related supplementary schedules to review them date all disputed matters are finally resolved in writing by the Arbitrators or Third Arbitrator, as the case may be (the "Review Period"as such terms are defined in Section 3.5.4). On or prior to the expiration of the Review Period, the Purchaser shall notify Chiron in writing if it does not agree with Chiron's calculation of any adjustment to the Purchase Price (the "Disagreement Notice"), which notice shall include a brief description of the basis of its disagreement, including its calculation of any adjustment to the Purchase Price. If Chiron does not receive the Disagreement Notice The Closing Consideration Statement that becomes final and binding on or prior to the expiration of the Review Period, the Purchaser shall be deemed to have approved the Closing Date Balance Sheet and Chiron's calculation of any adjustment to the Purchase Price applicable thereto. (c) If Chiron receives the Disagreement Notice, Chiron and the Purchaser shall, in good faith, attempt to resolve the disagreement within 20 business days after Chiron's receipt of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron or the Purchaser, as applicable, shall promptly pay any net amount owed to the other party that is not in disagreement (i.e., net of any offsetting liability), and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP in accordance with the terms of this Section is unable to serve or declines to act, or if at the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination Final Closing Statement." Notwithstanding Buyer's computation of the Deciding Accountant as to Long Term Debt, Current Assets and Current Liabilities, and the calculation and amount resulting Final Closing Statement, in no event shall the cash portion of any adjustment to the Purchase Price be less than $9,000,000 minus the Long Term Debt and plus or minus the Current Net Worth Adjustment. 3.5.4 During the 15-day period following the delivery of any Notice of Disagreement, the parties hereto shall attempt to resolve in writing any differences which they may have with respect to any matter specified in any Notice of Disagreement. If, at the end of such 15-day period, the parties have not reached agreement on such matters, either Buyer or the Seller shall submit the matters which remain in dispute to the arbitrators (the "Arbitrators"), for review and resolution. The Arbitrators shall be rendered within 30 calendar days after such disagreement is referred to the Deciding Accountanttwo persons or entities with offices in Chicago, and Illinois, one of which shall be selected by each of Buyer and the Seller. If within 20 days of receipt by the Arbitrators of the matters which remain in dispute, the Arbitrators have failed to resolve such matters, the Arbitrators shall mutually agree upon a third person or entity with offices in Chicago, Illinois (the "Third Arbitrator") to review and resolve the disputed matters. The decision of the Third Arbitrator with respect to all disputed matters shall be final and binding upon on the parties heretoparties. (d) Each 3.5.5 The fees of each Arbitrator shall be borne by the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, party selecting such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly person or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other partyentity. The fees and expenses payable to of the Deciding Accountant Third Arbitrator, if any, shall be borne one-half fifty percent by the Purchaser Seller and one-half fifty percent by Chiron. (e) Buyer. The fees of CPA's incurred in connection with the audit of the Closing Date Balance Sheet as agreed to and in any arbitration shall be borne by the parties or as determined by the Deciding AccountantBuyer, and the Closing Date Net Assets reflected thereon, shall be binding on the parties and thereafter be the "Closing Date Balance Sheet" and the "Closing Date Net Assets", respectively, for all purposes of this Agreement. The later fees of the date on which the parties agree upon Seller's accountants incurred in connection with their review of the Closing Date Balance Sheet and the calculation of Closing Consideration Statement and in any adjustment to the Purchase Price or the date on which the Deciding Accountant renders its decision with respect thereto arbitration shall be called borne by the "Final Settlement Date"Seller. (f) Within 10 business days after 3.5.6 If the cash consideration reflected on the Final Settlement Date, (i) if Closing Statement exceeds the Purchase Price cash consideration paid at the Closing is to be increasedClosing, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall then Buyer will pay to the Purchaser Seller, on the Downward Purchase Price Adjustment to tenth day after the extent not previously paid via wire transfer to an account determination of the Purchaser identified in writing by Final Closing Statement (the Purchaser. (g) "Payment Date"), an amount equal to such excess. If the cash consideration shown on the Final Closing Statement is less than the cash consideration paid at Closing, then Seller will pay to Buyer, on the Payment Date, an amount equal to such excess. Any adjustments to the Purchase Price required by application of payment under this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required made by Section 6.9certified or official bank check.

Balance Sheet. (a) Chiron shall, at its own cost and expense, prepare and deliver As of a date prior to the Purchaser within 60 days after the Closing Date, the Company shall cause to be prepared a consolidated balance sheet for statement of financial position listing the assets owned and the liabilities owed of Shaker Auto Group and the New England Subsidiaries, determined as if such entities were the only members of a controlled group of corporations on such date and excluding therefrom the assets owned and the liabilities owed of the Company not attributable to Shaker Auto Group and the New England Subsidiaries (the "Interim Balance Sheet"). The Interim Balance Sheet shall fairly present, in all material respects, the assets and liabilities of Shaker Auto Group and the New England Subsidiaries as at the date thereof. Within sixty (60) days following the Closing Date, the Company and its the Shaker Group shall jointly perform such reasonable "true-up" procedures to the Interim Balance Sheet as they may reasonably agree to prior to the Closing Date to establish the financial position of Shaker Auto Group and the New England Subsidiaries as of the Closing Date. Such procedures shall take into account, among other things: (a) information made available to the Company and the Shaker Group after the Closing Date regarding inventory in transit or located at seller locations as defined in Section 2.4.4of the Closing Date; (b) the payment of invoices by Shaker Auto Group and the New England Subsidiaries through to and including the Closing Date; and (c) the quantification of the sale and purchase of inventory through to and including the Closing Date. As a result of such "true-up" procedures, the Company and the Shaker Group shall cause to be prepared a final statement of financial position listing the assets owned and the liabilities owed of Shaker Auto Group and the New England Subsidiaries as of the Closing Date (the "Closing Date Final Balance Sheet") which shall include, in addition to the other information set forth therein, the Closing Date Net Assets). The Closing Date Final Balance Sheet shall be prepared in accordance with deemed to be the Agreed Procedure, and shall be accompanied by an audit opinion thereon of KPMG Peat Marwick LLP ("KPMG") to the effect that the Closing Date Balance Sheet, and the assets and liabilities reflected thereon, were prepared and determined in accordance with the Agreed Procedure. The Closing Date Balance Sheet shall be accompanied by a supplementary schedule setting forth the calculation of the adjustment to the Purchase Price contemplated by Section 1.5. 1. During the sixty-day period following the Closing, the Purchaser will cause the Company to provide to Chiron and its accountants reasonable access during normal business hours to such books and records of the Company as may be necessary to enable Chiron to prepare the Closing Date Balance Sheet. Chiron shall make available to the Purchaser all work papers, books and records used by it in the preparation and audit of the Closing Date Balance Sheet, and shall provide copies of the same. The Purchaser and such accountants or auditors of its choice (the cost and expense of which shall be borne by the Purchaser) shall be entitled to jointly conduct with Chiron and KPMG, or otherwise participate in or monitor, a physical count of the inventories on hand as of the Closing Date (or such other date as the Purchaser and Chiron shall mutually agree) and such other procedures acceptable to the Purchaser with respect to any inventory on consignment. (b) The Purchaser shall have 30 business days after its receipt of the Closing Date Balance Sheet and related supplementary schedules to review them (the "Review Period"). On or prior to the expiration of the Review Period, the Purchaser shall notify Chiron in writing if it does not agree with Chiron's calculation of any adjustment to the Purchase Price (the "Disagreement Notice"), which notice shall include a brief description of the basis of its disagreement, including its calculation of any adjustment to the Purchase Price. If Chiron does not receive the Disagreement Notice on or prior to the expiration of the Review Period, the Purchaser shall be deemed to have approved the Closing Date Balance Sheet and Chiron's calculation of any adjustment to the Purchase Price applicable thereto. (c) If Chiron receives the Disagreement Notice, Chiron and the Purchaser shall, in good faith, attempt to resolve the disagreement within 20 business days after Chiron's receipt of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron or the Purchaser, as applicable, shall promptly pay any net amount owed to the other party that is not in disagreement (i.e., net of any offsetting liability), and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is unable to serve or declines to act, or if at the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination of the Deciding Accountant as to the calculation and amount of any adjustment to the Purchase Price shall be rendered within 30 calendar days after such disagreement is referred to the Deciding Accountant, and shall be binding upon the parties hereto. (d) Each of the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other party. The fees and expenses payable to the Deciding Accountant shall be borne one-half by the Purchaser and one-half by Chiron. (e) The Closing Date Balance Sheet as agreed to by the parties or as determined by the Deciding Accountant, and the Closing Date Net Assets reflected thereon, shall be binding on the parties and thereafter be the "Closing Date Balance Sheet" and the "Closing Date Net Assets", respectively, for all purposes of this Agreement. The later of , including but not limited to making the date on which the parties agree upon the Closing Date Balance Sheet and the calculation of any adjustment to the Purchase Price or the date on which the Deciding Accountant renders its decision with respect thereto shall be called the "Final Settlement Date". (f) Within 10 business days after the Final Settlement Date, (i) if the Purchase Price paid at the Closing is to be increased, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall pay to the Purchaser the Downward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of the Purchaser identified in writing by the Purchaser. (g) Any adjustments to the Purchase Price required by application of this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required by Section 6.92.1.2(f), Section 2.1.2(g) and Section 2.1.2(h).

Balance Sheet. Within forty-five (a45) Chiron shalldays following Closing, at its own cost and expense, Agent shall prepare and deliver furnish to the Purchaser within 60 days after the Closing Date, Foodbrands a consolidated balance sheet for the Company and its Subsidiaries (as defined in Section 2.4.4) as of the Closing Date (the "Closing Date Balance Sheet") for the Company, which balance sheet shall include, in addition to the other information set forth therein, the Closing Date Net Assets. reflect: (1) The Closing Date Balance Sheet inventory shall be prepared in accordance with valued based on the Agreed Procedureresults of the physical inventory taken pursuant to Section 5.15(a), and shall be accompanied by an audit opinion thereon of KPMG Peat Marwick LLP and ("KPMG"2) to the effect that the Closing Date Balance SheetAccounts receivable, and the assets and liabilities reflected thereonapplicable reserves, were prepared shall be valued and determined in accordance with the Agreed Procedureprocedures set forth in Schedule 3.12; provided, the review shall be performed as of the Closing Date and accounts will be written off to the extent they are determined to be less then 100% collectible. (3) All employee bonuses, dividends and distributions whether paid or payable before or after the Closing and the settlement of accounts with affiliates shall be reflected in the balance sheet. (4) All normal and customary accruals shall be determined in accordance with GAAP, consistently applied. The Seller shall deliver with the Closing Date Balance Sheet shall be accompanied by a supplementary schedule setting forth (i) an accounting reflecting the calculation of the adjustment to Adjusted Closing Purchase Price, and (ii) a detailed statement of Net Working Capital (the Purchase Price contemplated by Section 1.5. 1. During the sixty-day period following the Closing, the Purchaser will cause the Company to provide to Chiron and its accountants reasonable access during normal business hours to such books and records "Statement of the Company as may be necessary to enable Chiron to prepare Net Working Capital") prepared from the Closing Date Balance Sheet. Chiron shall make available to the Purchaser all work papers, books and records used by it in the preparation and audit The Statement of the Closing Date Balance Sheet, and shall provide copies of the same. The Purchaser and such accountants or auditors of its choice (the cost and expense of which Net Working Capital shall be borne audited and confirmed by the Purchaser) Company's current certified public accountant as to its accuracy and compliance with this Agreement, at Seller's expense. Foodbrands shall be entitled to jointly conduct with Chiron and KPMG, or otherwise participate in or monitor, then have a physical count period of the inventories on hand as of the Closing Date (or such other date as the Purchaser and Chiron shall mutually agree) and such other procedures acceptable to the Purchaser with respect to any inventory on consignment. (b) The Purchaser shall have 30 business time not exceeding thirty days after its receipt of the Closing Date Balance Sheet in which to examine such accounting, during which time Foodbrands and related supplementary schedules to review them (Agent shall fully cooperate each with the "Review Period"). On or prior to the expiration of the Review Period, the Purchaser shall notify Chiron in writing if it does not agree with Chiron's calculation of any adjustment to the Purchase Price (the "Disagreement Notice"), which notice shall include a brief description of the basis of its disagreement, including its calculation of any adjustment to the Purchase Price. If Chiron does not receive the Disagreement Notice on or prior to the expiration of the Review Period, the Purchaser shall be deemed to have approved the Closing Date Balance Sheet and Chiron's calculation of any adjustment to the Purchase Price applicable thereto. (c) If Chiron receives the Disagreement Notice, Chiron and the Purchaser shall, in good faith, attempt other to resolve disputes, if any. In the disagreement within 20 business days after Chiron's receipt of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron or the Purchaser, as applicable, shall promptly pay any net amount owed to the other party event that is not in disagreement (i.e., net of any offsetting liability), Foodbrands and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is Agent are unable to serve or declines to act, or if at resolve any dispute involved in the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination of the Deciding Accountant as Adjusted Closing Purchase Price, the payment required to be made with respect to the calculation and amount of any adjustment to the Adjusted Closing Purchase Price as herein described shall be rendered within 30 calendar days after delayed until such disagreement is referred to the Deciding Accountant, and dispute shall be binding upon the parties heretohave been settled by arbitration in accordance with Section 15.16. (d) Each of the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other party. The fees and expenses payable to the Deciding Accountant shall be borne one-half by the Purchaser and one-half by Chiron. (e) The Closing Date Balance Sheet as agreed to by the parties or as determined by the Deciding Accountant, and the Closing Date Net Assets reflected thereon, shall be binding on the parties and thereafter be the "Closing Date Balance Sheet" and the "Closing Date Net Assets", respectively, for all purposes of this Agreement. The later of the date on which the parties agree upon the Closing Date Balance Sheet and the calculation of any adjustment to the Purchase Price or the date on which the Deciding Accountant renders its decision with respect thereto shall be called the "Final Settlement Date". (f) Within 10 business days after the Final Settlement Date, (i) if the Purchase Price paid at the Closing is to be increased, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall pay to the Purchaser the Downward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of the Purchaser identified in writing by the Purchaser. (g) Any adjustments to the Purchase Price required by application of this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required by Section 6.9.

Balance Sheet. (a) Chiron shall, at its own cost and expense, prepare and deliver Failure to the Purchaser within 60 days after the Closing Date, a consolidated balance sheet for notify the Company and its Subsidiaries the Preparing Party of an Objection shall constitute acceptance and approval of such Preliminary Closing Balance Sheet. The Parties shall then have 30 days following the date the Preparing Party receives any Objection (as defined in Section 2.4.4) as including, if later, any additional objection made pursuant to the proviso of the Closing Date second preceding sentence) to review and respond to such Objection. If the Parties do not resolve all of their disagreements with respect to the foregoing by the 30th day following the Preparing Party’s receipt of an Objection (including, if later, any additional objection made pursuant to the proviso of the third preceding sentence), they shall refer their remaining differences to a nationally recognized firm of independent public accountants as to which the Parties shall mutually agree (the "“CPA Firm”), who shall, acting as experts in accounting and not as arbitrators, determine on a basis consistent with the requirements of Section 2.10(a), and only with respect to the specific remaining accounting-related differences set forth in the applicable Objection and so submitted to the CPA Firm, whether and to what extent, if any, the relevant Preliminary Closing Date Balance Sheet(s) require(s) adjustment in order to comply with the provisions of Section 2.10(a). In the event that Objections are pending with respect to both Preliminary Closing Balance Sheets, the Parties shall submit all such Objections to the same CPA Firm to be considered and resolved at the same time. The Parties shall request the CPA Firm to use its best efforts to render its determination within 45 days of its engagement. The CPA Firm’s determination shall be conclusive and binding upon the Company and the Parties. The Company and the Parties shall make reasonably available to the CPA Firm and to each other all relevant books and records, any work papers (including those of the Parties’ respective accountants) and supporting documentation relating to the Preliminary Closing Balance Sheets and all other items reasonably requested by the CPA Firm or the other Party in connection herewith. The “Final Closing Balance Sheet"” of the Citigroup Introducing Business and Citigroup Delayed Contribution Business or the Morgan Stanley Introducing Business and Morgan Stanley Delayed Contribution Business, as the case may be, shall be (i) which shall includethe applicable Preliminary Closing Balance Sheet if (x) no Objection is delivered during the initial 60-day period (or, in addition to the other information set forth thereinif applicable, the subsequent 15 day period) specified above or (y) the Parties so agree, (ii) the applicable Preliminary Closing Date Net Assets. The Closing Date Balance Sheet shall be prepared Sheet, adjusted in accordance with the Agreed ProcedureObjection, and shall be accompanied by an audit opinion thereon of KPMG Peat Marwick LLP in the event that ("KPMG"x) the Preparing Party does not respond to the effect that Objection during the 30-day period specified above following receipt of the Objection or (y) the Parties so agree, or (iii) the applicable Preliminary Closing Date Balance Sheet, as adjusted pursuant to the agreement of the Parties or as adjusted by the CPA Firm as provided above. All fees and disbursements of the assets and liabilities reflected thereon, were prepared and determined in accordance with the Agreed Procedure. The Closing Date Balance Sheet CPA Firm shall be accompanied by a supplementary schedule setting forth the calculation of the adjustment to the Purchase Price contemplated by Section 1.5. 1. During the sixty-day period following the Closing, the Purchaser will cause the Company to provide to Chiron and its accountants reasonable access during normal business hours to such books and records of the Company as may be necessary to enable Chiron to prepare the Closing Date Balance Sheet. Chiron shall make available to the Purchaser all work papers, books and records used by it in the preparation and audit of the Closing Date Balance Sheet, and shall provide copies of the same. The Purchaser and such accountants or auditors of its choice (the cost and expense of which shall be borne shared equally by the Purchaser) shall be entitled to jointly conduct with Chiron and KPMG, or otherwise participate in or monitor, a physical count of the inventories on hand as of the Closing Date (or such other date as the Purchaser and Chiron shall mutually agree) and such other procedures acceptable to the Purchaser with respect to any inventory on consignmentParties. (b) The Purchaser shall have 30 business days after its receipt of the Closing Date Balance Sheet and related supplementary schedules to review them (the "Review Period"). On or prior to the expiration of the Review Period, the Purchaser shall notify Chiron in writing if it does not agree with Chiron's calculation of any adjustment to the Purchase Price (the "Disagreement Notice"), which notice shall include a brief description of the basis of its disagreement, including its calculation of any adjustment to the Purchase Price. If Chiron does not receive the Disagreement Notice on or prior to the expiration of the Review Period, the Purchaser shall be deemed to have approved the Closing Date Balance Sheet and Chiron's calculation of any adjustment to the Purchase Price applicable thereto. (c) If Chiron receives the Disagreement Notice, Chiron and the Purchaser shall, in good faith, attempt to resolve the disagreement within 20 business days after Chiron's receipt of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron or the Purchaser, as applicable, shall promptly pay any net amount owed to the other party that is not in disagreement (i.e., net of any offsetting liability), and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is unable to serve or declines to act, or if at the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination of the Deciding Accountant as to the calculation and amount of any adjustment to the Purchase Price shall be rendered within 30 calendar days after such disagreement is referred to the Deciding Accountant, and shall be binding upon the parties hereto. (d) Each of the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other party. The fees and expenses payable to the Deciding Accountant shall be borne one-half by the Purchaser and one-half by Chiron. (e) The Closing Date Balance Sheet as agreed to by the parties or as determined by the Deciding Accountant, and the Closing Date Net Assets reflected thereon, shall be binding on the parties and thereafter be the "Closing Date Balance Sheet" and the "Closing Date Net Assets", respectively, for all purposes of this Agreement. The later of the date on which the parties agree upon the Closing Date Balance Sheet and the calculation of any adjustment to the Purchase Price or the date on which the Deciding Accountant renders its decision with respect thereto shall be called the "Final Settlement Date". (f) Within 10 business days after the Final Settlement Date, (i) if the Purchase Price paid at the Closing is to be increased, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall pay to the Purchaser the Downward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of the Purchaser identified in writing by the Purchaser. (g) Any adjustments to the Purchase Price required by application of this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required by Section 6.9.

Balance Sheet. (a) Chiron shallAttached hereto as Exhibit "M" is a true, at its own cost correct and expense, prepare and deliver to complete copy of the Purchaser within 60 days after the Closing Date, a consolidated unaudited balance sheet of the Company for the fiscal year ended December 31, 2002, which fairly presents on a consistent basis the financial position of the Company and its Subsidiaries (as defined in Section 2.4.4) as of the Closing Date (the "Closing Date Balance Sheet") which shall includedate thereof, in addition subject to year-end audit adjustments and to the other information set forth therein, the Closing Date Net Assets. The Closing Date Balance Sheet shall be prepared qualification that it does not contain footnotes in accordance with the Agreed Proceduregenerally accepted accounting principles, and shall there have been no material adverse changes in the financial condition of the Company since December 31, 2002. The attached balance sheet includes as a "liability" accrued taxes the payment of which is the responsibility of the Tenant under the Leases. The attached balance sheet also includes as "other assets" a prepaid insurance expense for insurance premiums which will be accompanied eliminated at Closing because the insurance policies currently maintained by an audit opinion thereon the Company will be canceled as of KPMG Peat Marwick LLP ("KPMG") to the effect that the Closing Date Balance Sheetdate of Closing, and the assets and liabilities reflected thereon, were prepared and determined in accordance with the Agreed Procedure. The Closing Date Balance Sheet shall be accompanied by a supplementary schedule setting forth the calculation of the adjustment to the Purchase Price contemplated by Section 1.5. 1. During the sixty-day period following the Closing, the Purchaser will cause the Company to provide to Chiron obtain new insurance policies from and its accountants reasonable access during normal business hours to such books after the Closing. All other items shown on the balance sheet as a "liability" either (i) are the subject of prorations between Seller and records Purchaser in accordance with Section 5.4 of this Agreement or (ii) will be discharged by the Company as may be necessary to enable Chiron to prepare the Closing Date Balance Sheet. Chiron shall make available with Company funds at or prior to the Purchaser all work papers, books Closing. The representations and records used warranties made in this Agreement by it in the preparation and audit of the Closing Date Balance Sheet, Seller shall be continuing and shall provide copies of the same. The Purchaser and such accountants or auditors of its choice (the cost and expense of which shall be borne deemed remade by the Purchaser) shall be entitled to jointly conduct with Chiron and KPMG, or otherwise participate in or monitor, a physical count of the inventories on hand Seller as of the Closing Date (or Date, with the same force and effect as if made on, and as of, such other date as the date, subject to Seller's right to update such representations and warranties by written notice to Purchaser and Chiron in Seller's certificate to be delivered pursuant to Section 5.1(c) hereof. Except for the representations and warranties set forth in subparagraphs (p) through (t) of this Section 4.1, each of which shall mutually agreesurvive the Closing for a period of three (3) years, all representations and such other procedures acceptable warranties made in this Agreement by Seller shall survive the Closing for a period of one (1) year, and upon expiration thereof shall be of no further force or effect except to the Purchaser extent that with respect to any inventory on consignment. (b) The particular alleged breach, Purchaser shall have 30 business days after its receipt of the Closing Date Balance Sheet and related supplementary schedules to review them (the "Review Period"). On or gives Seller written notice prior to the expiration of said one (1) year period or three (3) year period, as the Review Periodcase may be, of such alleged breach with reasonable detail as to the nature of such breach and files an action against Seller with respect thereto within ninety (90) days after the giving of such notice. Notwithstanding anything to the contrary contained in this Section 4.1, Seller shall have no liability to Purchaser shall notify Chiron in writing if it does not agree with Chiron's calculation for the breach of any adjustment to representation or warranty made in this Agreement or in the Purchase Price Seller's Certificate unless the loss resulting from Seller's breach of its representations and warranties exceeds, in the aggregate, Fifty Thousand and No/100 Dollars (the "Disagreement Notice"$50,000.00 U.S.), in which notice event Seller shall include a brief description be liable for each dollar of damages resulting from the basis breach or breaches of its disagreementrepresentations and warranties, including its calculation but in no event shall Seller's total liability for any such breach or breaches exceed, in the aggregate, One Million and No/100 Dollars ($1,000,000.00 U.S.). The preceding sentence shall be inapplicable to a breach by Seller of any adjustment representation or warranty of Seller set forth in subparagraphs (p) through (t) of this Section 4.1 or in Section 10.1 hereof. In no event shall Seller be liable for, nor shall Purchaser seek, any consequential, indirect or punitive damages; and in no event shall any claim for a breach of any representation or warranty of Seller be actionable or payable if the breach in question results from or is based on a condition, state of facts or other matter which was known to the Purchase Price. If Chiron does not receive the Disagreement Notice on or Purchaser prior to the expiration Closing. Except as otherwise expressly provided in this Agreement or in any documents to be executed and delivered by Seller to Purchaser at the Closing, Seller has not made, and Purchaser has not relied on, any information, promise, representation or warranty, express or implied, regarding the Membership Interests or the Property, whether made by Seller, by the Company, on Seller's or the Company's behalf or otherwise, including, without limitation, the physical condition of the Review PeriodProperty, the Purchaser shall be deemed financial condition of the Tenant under the Leases, title to have approved or the Closing Date Balance Sheet boundaries of the Property, pest control matters, soil conditions, the presence, existence or absence of hazardous wastes, toxic substances or other environmental matters, compliance with building, health, safety, land use and Chiron's calculation zoning laws, regulations and orders, structural and other engineering characteristics, traffic patterns, market data, economic conditions or projections, past or future economic performance of the Tenant or the Property, and any adjustment other information pertaining to the Purchase Price applicable thereto. (c) If Chiron receives the Disagreement Notice, Chiron and the Purchaser shall, in good faith, attempt to resolve the disagreement within 20 business days after Chiron's receipt of the Disagreement Notice. If they cannot resolve the disagreement within such time period, then (i) Chiron Property or the Purchaser, as applicable, shall promptly pay any net amount owed to the other party that is not market and physical environments in disagreement (i.e., net of any offsetting liability), and (ii) the parties promptly shall refer such disagreement for resolution to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is unable to serve or declines to act, or if at the time of such referral Xxxxxx Xxxxxxxx LLP is not independent of each of the Purchaser and Chiron, such other firm of independent accountants of recognized national standing as mutually selected by the Purchaser and Chiron (such firm being referred to herein as the "Deciding Accountant"). The determination of the Deciding Accountant as to the calculation and amount of any adjustment to the Purchase Price shall be rendered within 30 calendar days after such disagreement is referred to the Deciding Accountant, and shall be binding upon the parties hereto. (d) Each of the Purchaser and Chiron shall furnish to the Deciding Accountant, at its own cost and expense, such documents and information as the Deciding Accountant may request, and each party may also furnish to the Deciding Accountant such other information and documents as it deems relevant, in all cases with copies (where it would not be unreasonably costly or burdensome to provide copies) or notification (with reasonable rights of access) being given to the other party. The fees and expenses payable to the Deciding Accountant shall be borne one-half by the Purchaser and one-half by Chiron. (e) The Closing Date Balance Sheet as agreed to by the parties or as determined by the Deciding Accountant, and the Closing Date Net Assets reflected thereon, shall be binding on the parties and thereafter be the "Closing Date Balance Sheet" and the "Closing Date Net Assets", respectively, for all purposes of this Agreement. The later of the date on which the parties agree upon the Closing Date Balance Sheet and the calculation of any adjustment to the Purchase Price or the date on which the Deciding Accountant renders its decision with respect thereto shall be called the "Final Settlement Date". (f) Within 10 business days after the Final Settlement Date, (i) if the Purchase Price paid at the Closing is to be increased, the Purchaser shall pay to Chiron the Upward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of Chiron identified in writing by Chiron, and (ii) if the Purchase Price paid at the Closing is to be decreased, Chiron shall pay to the Purchaser the Downward Purchase Price Adjustment to the extent not previously paid via wire transfer to an account of the Purchaser identified in writing by the Purchaser. (g) Any adjustments to the Purchase Price required by application of this Section 1.5 shall be allocated among the Net Assets in the same manner as the allocation of Purchase Price required by Section 6.9.Property is