Common use of Closing Purchase Price Adjustment Clause in Contracts

Closing Purchase Price Adjustment. As soon as practicable, but in any event within 180 days after the Closing Date, Deloitte & Touche, at the direction of the Buyer, shall prepare and deliver to the Seller a statement of the Net Worth of Diamond as of December 31, 1996 (the "Net Worth Statement"). In calculating the Net Worth Statement, the Seller may dispute any amounts reflected on the Net Worth Statement to the extent the net effect of such disputed amounts in the aggregate would affect the Net Worth of Diamond by more than $25,000, but only on the basis that such amounts were not arrived at in accordance with GAAP applied on a consistent basis. The Seller shall notify the Buyer in writing of each disputed item, and specify the amount thereof in dispute, within 30 days of the date on which the Buyer gives the Seller notice of the Net Worth Statement. If the Seller timely notifies the Buyer of any such dispute, and the Seller and the Buyer cannot resolve any such dispute within 15 days of the Seller's delivery of such notice, such dispute shall be resolved by a "Big Six" certified independent accounting firm, other than any such firm engaged by the Seller or the Buyer, selected by both the Seller and the Buyer. If the Seller and the Buyer cannot agree on the choice of such accounting firm, the Seller shall choose the firm in the manner specified above for choosing the Third Firm. The Seller and the Buyer shall request such accounting firm to determine the Diamond Net Worth as promptly as practicable (and in any event within 30 days of receipt of notice of such dispute by the Seller and the Buyer, which notice shall be promptly given by the parties), and determination shall be final on the parties. The Seller and the Buyer shall pay any expenses relating to the engagement of such accounting firm, allocated between the Buyer and the Seller so that the Seller's share of such costs shall be in the same proportion that the aggregate amount of the disputed amounts submitted to such accounting firm that are unsuccessfully disputed by the Seller (as finally determined by such accounting firm) bears to the total amount of such disputed amounts so submitted to such accounting firm. To the extent that the Net Worth Statement reflects a Diamond Net Worth less than $3,225,000 (without taking into account the stockholder loan being released on the Closing Date) (the "Net Worth Target"), the Purchase Price shall be reduced by the amount of such deficiency, and the Escrow Agent shall pay to the Buyer a portion of the Escrow Funds that is equal to such deficiency as provided in the Escrow Agreement. If the amount of the liability accrued on the Net Worth Statement for Diamond's obligation to Dahlxxxx Xxxernational, Inc. exceeds the amount spent by Diamond to resolve such liability, the Buyer shall pay any such excess to the Seller; provided, however, that such obligation to repay such excess amount to the Seller shall exist only to the extent that the Escrow Agent shall have paid the Buyer funds as a result of the Diamond Net Worth being less than the Net Worth Target. If as part of the calculation of the Diamond Net Worth the value of the Diamond Assets are reduced to account for a reserve for certain dampener systems, Diamond shall pay to the Escrow Agent to hold as part of the Escrow Funds any net revenues received by Diamond after the Closing from the sale of such systems (net of related selling expenses), but Diamond shall not be required hereunder to pay to the Escrow Agent more than the amount of any funds received by the Buyer from the Escrow Agent for a claim under this Section 2.3. The Buyer's right to recover from the Escrow Agreement under this Section 2.3 is independent of any right that the Buyer may have to recover for a breach of any of the Seller's representations and warranties in Section 4; provided, however, that in order to avoid double counting the Buyer's rights to recover for a breach of any such representations and warranties shall be reduced to the extent that the Buyer recovers for that same breach through a payment from the Escrow Funds under this Section 2.3.

Closing Purchase Price Adjustment. As soon (a) Unless the parties shall have previously mutually agreed in writing that any portions of the estimated Closing Amounts are to be considered the Final Closing Amounts (as defined below) for purposes hereof (which agreement shall be irrevocable), or with respect to the Final Closing Amount for Used Vehicles which will be irrevocably finalized by the parties no later than five (5) days after the Closing, then, as promptly as practicable, but and in any event within 180 forty- five (45) days after the Closing DateDate (except the Final Closing Amounts for Used Vehicles), Deloitte & Touche, at the direction of the Buyer, Purchaser shall prepare and deliver to the Seller Parties a statement (the “Revised Closing Statement”) setting forth the Purchaser’s good faith calculation of the Net Worth Closing Amounts (including all of Diamond the components thereof set forth in the definition thereof), together with such schedules and data with respect to the determination thereof as are appropriate to support the calculations set forth in the Revised Closing Statement. The Revised Closing Statement shall be prepared in accordance with the terms of December 31this Agreement and the Purchase Price Calculation/Accounting Principles. The parties agree that the purpose of preparing the Revised Closing Statement and determining the Final Closing Amounts (and all components thereof) and the related adjustments contemplated by this Section 2.07 is to measure the amount of the Final Closing Amounts (and all components thereof) in accordance with the terms of this Agreement and the Purchase Price Calculation/Accounting Principles, 1996 and such process is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, judgments, classifications or estimation methodologies for the purpose of determining the Final Closing Amounts (and all components thereof) other than those set forth in the "Net Worth Statement")Purchase Price Calculation/Accounting Principles. In calculating Following the Net Worth delivery of the Revised Closing Statement, the Purchaser shall provide the Seller may dispute any amounts reflected Parties and their Representatives with reasonable access to the Transferred Records, work papers and other documents that were used in the preparation of, or otherwise relate to, the Revised Closing Statement, internal and external accountants, relevant personnel and properties of the Purchaser and its Subsidiaries, to permit the Seller Parties and their Representatives to review the Revised Closing Statement and the Purchaser’s calculation of the Closing Amount (and all components thereof) as set forth therein. The Revised Closing Statement shall become final and binding upon the parties on the Net Worth thirtieth (30th) day following receipt thereof by the Seller Parties, unless the Seller Parties give written notice of their disagreement with the Revised Closing Statement (a “Notice of Disagreement”) to the extent Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the net effect nature of such disputed amounts in any disagreement so asserted and include the aggregate would affect Seller Parties’ calculation of the Net Worth Closing Amounts. If a timely Notice of Diamond Disagreement is received by more than $25,000the Purchaser, but only on then the basis that such amounts were not arrived at Revised Closing Statement (as revised in accordance with GAAP applied this sentence) shall become final and binding upon the parties on a consistent basis. The Seller shall notify the Buyer in writing earlier of each disputed item, and specify the amount thereof in dispute, within 30 days of (i) the date on which the Buyer gives the Seller notice of the Net Worth Statement. If the Seller timely notifies the Buyer of any such dispute, Purchaser and the Seller Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and (ii) the date on which all such disputed matters are finally resolved in writing by the Independent Expert pursuant to the procedures set forth in this Section 2.07. During the thirty (30) day period following the delivery of a Notice of Disagreement, the Purchaser and the Buyer cannot Seller Parties shall work in good faith to resolve in writing any such dispute within 15 days differences that they may have with respect to the matters specified in the Notice of Disagreement. At the Seller's delivery end of such noticethirty (30) day period, such dispute shall be resolved by a "Big Six" certified independent accounting firm, other than any such firm engaged by the Purchaser and the Seller or Parties shall submit to the Buyer, selected by both Independent Expert for review any and all matters that remain in dispute and were included in the Seller Notice of Disagreement. The parties shall instruct the Independent Expert to render its decision as to such disputed items and the Buyer. If the Seller and the Buyer cannot agree effect of its decision on the choice of such accounting firm, the Seller shall choose the firm in the manner specified above for choosing the Third Firm. The Seller and the Buyer shall request such accounting firm to determine the Diamond Net Worth Revised Closing Statement as promptly as practicable but in no event later than sixty (and in any event within 30 60) days of receipt of notice after the date of such dispute by submission. Each party shall furnish to the Seller Independent Expert such working papers and the Buyer, which notice shall be promptly given by the parties), other relevant documents and determination shall be final on the parties. The Seller and the Buyer shall pay any expenses information relating to the engagement of such accounting firmdisputed items, allocated between and shall provide interviews, answer questions and otherwise cooperate with the Buyer and Independent Expert as the Seller so that the Seller's share of such costs shall be Independent Expert may reasonably request in the same proportion that the aggregate amount of the disputed amounts submitted to such accounting firm that are unsuccessfully disputed by the Seller (as finally determined by such accounting firm) bears to the total amount connection with its determination of such disputed amounts so submitted to such accounting firmitems. To In the extent that the Net Worth Statement reflects a Diamond Net Worth less than $3,225,000 (without taking into account the stockholder loan being released on the Closing Date) (the "Net Worth Target")event either party shall participate in teleconferences or meetings with, or make presentations to, the Purchase Price Independent Expert, the other party shall be reduced by the amount of such deficiencyentitled to reasonable advance notice of, and the Escrow Agent shall pay to the Buyer a portion participate in, such teleconferences, meetings or presentations. The terms of appointment and engagement of the Escrow Funds that is equal to such deficiency as provided in the Escrow Agreement. If the amount of the liability accrued on the Net Worth Statement for Diamond's obligation to Dahlxxxx Xxxernational, Inc. exceeds the amount spent by Diamond to resolve such liability, the Buyer shall pay any such excess to the Seller; provided, however, that such obligation to repay such excess amount to the Seller shall exist only to the extent that the Escrow Agent shall have paid the Buyer funds as a result of the Diamond Net Worth being less than the Net Worth Target. If as part of the calculation of the Diamond Net Worth the value of the Diamond Assets are reduced to account for a reserve for certain dampener systems, Diamond shall pay to the Escrow Agent to hold as part of the Escrow Funds any net revenues received by Diamond after the Closing from the sale of such systems (net of related selling expenses), but Diamond shall not be required hereunder to pay to the Escrow Agent more than the amount of any funds received by the Buyer from the Escrow Agent for a claim under this Section 2.3. The Buyer's right to recover from the Escrow Agreement under this Section 2.3 is independent of any right that the Buyer may have to recover for a breach of any of the Seller's representations and warranties in Section 4; provided, however, that in order to avoid double counting the Buyer's rights to recover for a breach of any such representations and warranties Independent Expert shall be reduced to as agreed upon between the extent that the Buyer recovers for that same breach through a payment from the Escrow Funds under this Section 2.3parties in writing.

Closing Purchase Price Adjustment. As soon as practicable(a) Sellers shall prepare in good faith and, but in any event within 180 days after not less than three (3) Business Days prior to the Closing Date, Deloitte & Touchedeliver to Buyer, at the direction an estimated balance sheet of the Buyer, shall prepare and deliver to the Seller a statement Company as of the Net Worth of Diamond as of December 31, 1996 Effective Time (the "Estimated Closing Balance Sheet") which will be accompanied by a statement (the "Estimated Closing Statement") setting forth the Sellers' calculation of (i) the Cash on Hand as of the Effective Time (the "Estimated Cash on Hand"), (ii) Net Worth StatementWorking Capital as of the Effective Time (the "Estimated Net Working Capital Amount"), (iii) the outstanding Debt of the Company as of the Closing (the "Estimated Closing Debt Amount"), and (iv) outstanding Seller Expenses as of the Closing (the "Estimated Seller Expenses Amount"). In calculating Sellers shall prepare the Net Worth Statement, the Seller may dispute any amounts reflected on the Net Worth Statement to the extent the net effect of such disputed amounts in the aggregate would affect the Net Worth of Diamond by more than $25,000, but only on the basis that such amounts were not arrived at Estimated Closing Balance Sheet in accordance with GAAP applied and the assumptions and procedures set forth on a consistent basisExhibit B of this Agreement, which is attached solely for illustrative purposes to demonstrate the manner in which the Estimated Closing Balance Sheet, the Estimated Closing Statement, the Closing Balance Sheet and the Closing Statement are to be prepared. The Seller shall notify the Buyer in writing of each disputed item, and specify the amount thereof in dispute, within 30 days Upon delivery of the date on which Estimated Closing Balance Sheet and Estimated Closing Statement, the Company shall provide Buyer gives and its Representatives with reasonable access to the Seller notice relevant employees, accountants and books and records of the Net Worth StatementCompany to review the accuracy of such amounts. If In the Seller timely notifies the event that Buyer of any such dispute, and the Seller and the Buyer candoes not resolve any such dispute within 15 days agree in good faith with Sellers' calculation of the Seller's delivery of such noticeEstimated Net Working Capital Amount, such dispute shall be resolved by a "Big Six" certified independent accounting firmEstimated Cash on Hand Adjustment Amount, other than any such firm engaged by the Estimated Closing Debt Amount and/or Estimated Seller or the Buyer, selected by both the Seller and the Buyer. If the Seller and the Buyer cannot agree on the choice of such accounting firmExpenses Amount, the Seller shall choose the firm in the manner specified above for choosing the Third Firm. The Seller Sellers' Representative and the Buyer shall request negotiate in good faith to mutually agree upon acceptable estimates and each such accounting firm to determine the Diamond Net Worth as promptly as practicable (and Party shall consider in good faith any event within 30 days of receipt of notice of such dispute by the Seller and the Buyer, which notice shall be promptly given by the parties), and determination shall be final on the parties. The Seller and the Buyer shall pay any expenses relating to the engagement of such accounting firm, allocated between the Buyer and the Seller so proposed comments or changes that the Seller's share of such costs shall be in the same proportion that the aggregate amount of the disputed amounts submitted to such accounting firm that are unsuccessfully disputed by the Seller (as finally determined by such accounting firm) bears to the total amount of such disputed amounts so submitted to such accounting firm. To the extent that the Net Worth Statement reflects a Diamond Net Worth less than $3,225,000 (without taking into account the stockholder loan being released on the Closing Date) (the "Net Worth Target"), the Purchase Price shall be reduced by the amount of such deficiency, and the Escrow Agent shall pay to the Buyer a portion of the Escrow Funds that is equal to such deficiency as provided in the Escrow Agreement. If the amount of the liability accrued on the Net Worth Statement for Diamond's obligation to Dahlxxxx Xxxernational, Inc. exceeds the amount spent by Diamond to resolve such liability, the Buyer shall pay any such excess to the Sellerother Party may reasonably suggest; provided, however, that such obligation Sellers' failure to repay such excess amount include any changes by Buyer or Buyer's failure to accept changes or positions of Sellers, or the Seller shall exist only to the extent that the Escrow Agent shall have paid the Buyer funds as a result acceptance by any Party of the Diamond Net Worth being less than the Net Worth Target. If as part of the calculation of the Diamond Net Worth the value of the Diamond Assets are reduced to account for a reserve for certain dampener systemsEstimated Closing Balance Sheet and Estimated Closing Statement, Diamond shall pay to the Escrow Agent to hold as part of the Escrow Funds any net revenues received by Diamond after the Closing from the sale of such systems (net of related selling expenses), but Diamond shall not be required hereunder to pay to the Escrow Agent more than the amount of limit or otherwise affect any funds received by the Buyer from the Escrow Agent for a claim under this Section 2.3. The Buyersuch Party's right to recover from include such changes or other changes in the Escrow Agreement under this Section 2.3 is independent of Closing Balance Sheet or Closing Statement, or constitute an acknowledgement by any right that the Buyer may have to recover for a breach of any Party of the Seller's representations and warranties in Section 4; providedaccuracy of the Estimated Cash on Hand, howeverEstimated Net Working Capital Amount, that in order to avoid double counting Estimated Closing Debt Amount or the Buyer's rights to recover for a breach of any such representations and warranties shall be reduced to the extent that the Buyer recovers for that same breach through a payment from the Escrow Funds under this Section 2.3Estimated Seller Expenses Amount.

Closing Purchase Price Adjustment. As soon as practicable(i) On the date that is no more than three business days prior to the Closing, but in any event within 180 days after the Closing Date, Deloitte & Touche, at the direction of the Buyer, Company shall prepare and deliver to the Seller a statement Purchaser an estimated balance sheet of the Net Worth of Diamond Company as of December 31, 1996 11:59 p.m. of the day immediately preceding the Closing Date (the "Net Worth Statement"). In calculating the Net Worth Statement, the Seller may dispute any amounts reflected on the Net Worth Statement to the extent the net effect of such disputed amounts in the aggregate would affect the Net Worth of Diamond by more than $25,000, but only on the basis that such amounts were not arrived at in accordance with GAAP applied on a consistent basis. The Seller shall notify the Buyer in writing of each disputed item, and specify the amount thereof in dispute, within 30 days of the date on which the Buyer gives the Seller notice of the Net Worth Statement. If the Seller timely notifies the Buyer of any such dispute, and the Seller and the Buyer cannot resolve any such dispute within 15 days of the Seller's delivery of such notice, such dispute shall be resolved by a "Big Six" certified independent accounting firm, other than any such firm engaged by the Seller or the Buyer, selected by both the Seller and the Buyer. If the Seller and the Buyer cannot agree on the choice of such accounting firm, the Seller shall choose the firm in the manner specified above for choosing the Third Firm. The Seller and the Buyer shall request such accounting firm to determine the Diamond Net Worth as promptly as practicable (and in any event within 30 days of receipt of notice of such dispute by the Seller and the Buyer, which notice shall be promptly given by the parties), and determination shall be final on the parties. The Seller and the Buyer shall pay any expenses relating to the engagement of such accounting firm, allocated between the Buyer and the Seller so that the Seller's share of such costs shall be in the same proportion that the aggregate amount of the disputed amounts submitted to such accounting firm that are unsuccessfully disputed by the Seller (as finally determined by such accounting firm) bears to the total amount of such disputed amounts so submitted to such accounting firm. To the extent that the Net Worth Statement reflects a Diamond Net Worth less than $3,225,000 (without taking into account the stockholder loan being released on the Estimated Closing Date) (the "Net Worth TargetBalance Sheet"), the Purchase Price which shall be reduced by the amount of such deficiencyprepared using accounting principles consistent with those used in prior periods, but which shall be adjusted to (i) eliminate any assets which are Excluded Assets and the Escrow Agent shall pay to the Buyer a portion of the Escrow Funds that is equal to such deficiency as provided in the Escrow Agreement. If the amount of the liability accrued on the Net Worth Statement for Diamond's obligation to Dahlxxxx Xxxernationalany liabilities which are not Assumed Liabilities, Inc. exceeds the amount spent by Diamond to resolve such liability, the Buyer shall pay (ii) eliminate any such excess to the Seller; provided, however, that such obligation to repay such excess amount to the Seller shall exist only prepaid expense to the extent that the Escrow Agent shall rights of the Company under the contract to which the prepaid expense relates have paid not been assigned to the Buyer funds Purchaser, and (iii) eliminate any accruals for amounts due as a result of the Diamond Net Worth being less than the Net Worth Targetdelinquent payment of (or failure to pay) sales, use and payroll taxes, including but not limited to, any penalties, fines and interest. If as part The allocation of the calculation of the Diamond Net Worth the value of the Diamond Assets are reduced Purchase Price pursuant to account for a reserve for certain dampener systems, Diamond shall pay to the Escrow Agent to hold as part of the Escrow Funds any net revenues received by Diamond after the Closing from the sale of such systems (net of related selling expenses), but Diamond Section 1.3 hereof shall not be required hereunder to pay used or in any way effect or cause an adjustment of the amounts otherwise set forth on the Estimated Closing Balance Sheet, the Closing Balance Sheet and the Final Closing Balance Sheet. Prior to the Escrow Agent more than Closing, representatives of the Purchaser and the Company shall conduct a physical count and inspection of all inventory of the Company and the amount thereof (which shall be appropriately adjusted in the Closing Balance Sheet to reflect increases or decreases thereof between the date of any funds received by such physical count and inspection and the Buyer from Closing), determined in accordance with United States generally accepted accounting principles applied on a basis consistent with preceding years and throughout the Escrow Agent for a claim under this Section 2.3periods involved ("GAAP"), shall be used in the preparation of the Estimated Closing Balance Sheet. The Buyerstockholders' equity reflected on the Estimated Closing Balance Sheet is referred to herein as the "Estimated Closing Stockholder's right Equity". The difference between the Adjusted Current Assets and the Adjusted Current Liabilities as reflected on the Estimated Closing Balance Sheet is referred to recover from herein as the Escrow Agreement under this Section 2.3 is independent of any right that the Buyer may have to recover for a breach of any of the Seller's representations and warranties in Section 4; provided, however, that in order to avoid double counting the Buyer's rights to recover for a breach of any such representations and warranties shall be reduced to the extent that the Buyer recovers for that same breach through a payment from the Escrow Funds under this Section 2.3"Estimated Closing Working Capital".

Closing Purchase Price Adjustment. As soon (a) Unless the parties shall have previously mutually agreed in writing that any portions of the estimated Closing Amounts are to be considered the Final Closing Amounts (as defined below) for purposes hereof (which agreement shall be irrevocable), or with respect to the Final Closing Amount for Used Vehicles which will be irrevocably finalized by the parties no later than five (5) days after the Closing, then, as promptly as practicable, but and in any event within 180 forty-five (45) days after the Closing DateDate (except the Final Closing Amounts for Used Vehicles), Deloitte & Touche, at the direction of the Buyer, Purchaser shall prepare and deliver to the Seller Parties a statement (the “Revised Closing Statement”) setting forth the Purchaser’s good faith calculation of the Net Worth Closing Amounts (including all of Diamond the components thereof set forth in the definition thereof), together with such schedules and data with respect to the determination thereof as are appropriate to support the calculations set forth in the Revised Closing Statement. The Revised Closing Statement shall be prepared in accordance with the terms of December 31this Agreement and the Purchase Price Calculation/Accounting Principles. The parties agree that the purpose of preparing the Revised Closing Statement and determining the Final Closing Amounts (and all components thereof) and the related adjustments contemplated by this Section 2.07 is to measure the amount of the Final Closing Amounts (and all components thereof) in accordance with the terms of this Agreement and the Purchase Price Calculation/Accounting Principles, 1996 and such process is not intended to permit the introduction of different accounting methods, policies, principles, practices, procedures, judgments, classifications or estimation methodologies for the purpose of determining the Final Closing Amounts (and all components thereof) other than those set forth in the "Net Worth Statement")Purchase Price Calculation/Accounting Principles. In calculating Following the Net Worth delivery of the Revised Closing Statement, the Purchaser shall provide the Seller may dispute any amounts reflected Parties and their Representatives with reasonable access to the Transferred Records, work papers and other documents that were used in the preparation of, or otherwise relate to, the Revised Closing Statement, internal and external accountants, relevant personnel and properties of the Purchaser and its Subsidiaries, to permit the Seller Parties and their Representatives to review the Revised Closing Statement and the Purchaser’s calculation of the Closing Amount (and all components thereof) as set forth therein. The Revised Closing Statement shall become final and binding upon the parties on the Net Worth thirtieth (30th) day following receipt thereof by the Seller Parties, unless the Seller Parties give written notice of their disagreement with the Revised Closing Statement (a “Notice of Disagreement”) to the extent Purchaser prior to such date. Any Notice of Disagreement shall specify in reasonable detail the net effect nature of such disputed amounts in any disagreement so asserted and include the aggregate would affect Seller Parties’ calculation of the Net Worth Closing Amounts. If a timely Notice of Diamond Disagreement is received by more than $25,000the Purchaser, but only on then the basis that such amounts were not arrived at Revised Closing Statement (as revised in accordance with GAAP applied this sentence) shall become final and binding upon the parties on a consistent basis. The Seller shall notify the Buyer in writing of each disputed item, and specify the amount thereof in dispute, within 30 days earlier of the date on which the Buyer gives the Seller notice of the Net Worth Statement. If the Seller timely notifies the Buyer of any such dispute, Purchaser and the Seller Parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement and the Buyer cannot resolve any date on which all such dispute within 15 days of disputed matters are finally resolved in writing by the Seller's Independent Expert pursuant to the procedures set forth in this Section 2.07. During the thirty (30) day period following the delivery of such noticea Notice of Disagreement, such dispute shall be resolved by a "Big Six" certified independent accounting firm, other than any such firm engaged by the Purchaser and the Seller or Parties shall work in good faith to resolve in writing any differences that they may have with respect to the Buyermatters specified in the Notice of Disagreement. At the end of such thirty (30) day period, selected by both the Purchaser and the Seller Parties shall submit to the Independent Expert for review any and all matters that remain in dispute and were included in the Notice of Disagreement. The parties shall instruct the Independent Expert to render its decision as to such disputed items and the Buyer. If the Seller and the Buyer cannot agree effect of its decision on the choice of such accounting firm, the Seller shall choose the firm in the manner specified above for choosing the Third Firm. The Seller and the Buyer shall request such accounting firm to determine the Diamond Net Worth Revised Closing Statement as promptly as practicable but in no event later than sixty (and in any event within 30 60) days of receipt of notice after the date of such dispute by submission. Each party shall furnish to the Seller Independent Expert such working papers and the Buyer, which notice shall be promptly given by the parties), other relevant documents and determination shall be final on the parties. The Seller and the Buyer shall pay any expenses information relating to the engagement of such accounting firmdisputed items, allocated between and shall provide interviews, answer questions and otherwise cooperate with the Buyer and Independent Expert as the Seller so that the Seller's share of such costs shall be Independent Expert may reasonably request in the same proportion that the aggregate amount of the disputed amounts submitted to such accounting firm that are unsuccessfully disputed by the Seller (as finally determined by such accounting firm) bears to the total amount connection with its determination of such disputed amounts so submitted to such accounting firmitems. To In the extent that the Net Worth Statement reflects a Diamond Net Worth less than $3,225,000 (without taking into account the stockholder loan being released on the Closing Date) (the "Net Worth Target")event either party shall participate in teleconferences or meetings with, or make presentations to, the Purchase Price Independent Expert, the other party shall be reduced by the amount of such deficiencyentitled to reasonable advance notice of, and the Escrow Agent shall pay to the Buyer a portion participate in, such teleconferences, meetings or presentations. The terms of appointment and engagement of the Escrow Funds that is equal to such deficiency as provided in the Escrow Agreement. If the amount of the liability accrued on the Net Worth Statement for Diamond's obligation to Dahlxxxx Xxxernational, Inc. exceeds the amount spent by Diamond to resolve such liability, the Buyer shall pay any such excess to the Seller; provided, however, that such obligation to repay such excess amount to the Seller shall exist only to the extent that the Escrow Agent shall have paid the Buyer funds as a result of the Diamond Net Worth being less than the Net Worth Target. If as part of the calculation of the Diamond Net Worth the value of the Diamond Assets are reduced to account for a reserve for certain dampener systems, Diamond shall pay to the Escrow Agent to hold as part of the Escrow Funds any net revenues received by Diamond after the Closing from the sale of such systems (net of related selling expenses), but Diamond shall not be required hereunder to pay to the Escrow Agent more than the amount of any funds received by the Buyer from the Escrow Agent for a claim under this Section 2.3. The Buyer's right to recover from the Escrow Agreement under this Section 2.3 is independent of any right that the Buyer may have to recover for a breach of any of the Seller's representations and warranties in Section 4; provided, however, that in order to avoid double counting the Buyer's rights to recover for a breach of any such representations and warranties Independent Expert shall be reduced to as agreed upon between the extent that the Buyer recovers for that same breach through a payment from the Escrow Funds under this Section 2.3parties in writing.

Closing Purchase Price Adjustment. As soon as practicable, but in any event within 180 days after the Closing Date, Deloitte & Touche, at the direction of the Buyer, shall prepare and deliver to the Seller a statement of If (A) the Net Worth of Diamond as of December 31, 1996 (the "Net Worth Statement"). In calculating the Net Worth Statement, the Seller may dispute any amounts reflected on the Net Worth Statement to the extent the net effect of such disputed amounts in the aggregate would affect the Net Worth of Diamond by more than $25,000, but only on the basis that such amounts were not arrived at in accordance with GAAP applied on a consistent basis. The Seller shall notify the Buyer in writing of each disputed item, and specify the amount thereof in dispute, within 30 days of the date on which the Buyer gives the Seller notice of the Net Worth Statement. If the Seller timely notifies the Buyer of any such dispute, and the Seller and the Buyer cannot resolve any such dispute within 15 days of the Seller's delivery of such notice, such dispute shall be resolved by a "Big Six" certified independent accounting firm, other than any such firm engaged by the Seller or the Buyer, selected by both the Seller and the Buyer. If the Seller and the Buyer cannot agree on the choice of such accounting firm, the Seller shall choose the firm in the manner specified above for choosing the Third Firm. The Seller and the Buyer shall request such accounting firm to determine the Diamond Net Worth as promptly as practicable (and in any event within 30 days of receipt of notice of such dispute by the Seller and the Buyer, which notice shall be promptly given by the parties), and determination shall be final on the parties. The Seller and the Buyer shall pay any expenses relating to the engagement of such accounting firm, allocated between the Buyer and the Seller so that the Seller's share of such costs shall be in the same proportion that the aggregate amount of the disputed amounts submitted to such accounting firm that are unsuccessfully disputed by the Seller Working Capital (as finally determined pursuant to this Section 2.05 and as set forth in the Final Closing Balance Sheet and the Final Closing Statement) differs from the Estimated Net Working Capital Adjustment by more than CAD$50,000 or (B) the Closing Debt Amount, the Seller Transaction Expenses, or the Cash Adjustment Amount (as finally determined pursuant to Section 2.05 and as set forth in the Final Closing Statement) is different than the estimated amounts set forth in the Estimated Closing Statement, then the Closing Purchase Price shall be recalculated using such accounting firmfinal figures in lieu of the estimated figures thereafter set forth in the Estimated Closing Statement, and the amount, if any, by which such estimated Closing Purchase Price paid at Closing in accordance with Section 2.02 (i) bears exceeds such recalculated final Closing Purchase Price shall be released to Buyer from the Adjustment Escrow Account in accordance with the provisions of the Escrow Agreement or (ii) is less than such recalculated final Closing Purchase Price shall be paid (or caused to be paid) by Buyer to the total Sellers’ Representative by wire transfer in immediately available funds. To the extent the amount of such disputed amounts so submitted any payment required pursuant to clause (i) of the preceding sentence exceeds the Adjustment Escrow Amount pursuant to this Section 2.05(e), each Seller will pay (or caused to be paid) to the Acquired Companies an amount equal to such accounting firmSeller’s Pro Rata Percentage of such excess amount by wire transfer in immediately available funds. To the extent that the Net Worth Statement reflects a Diamond Net Worth less than $3,225,000 (without taking into account the stockholder loan being released on such recalculated final Closing Purchase Price results from an excess of the Closing Date) Debt Amount as compared with the estimate thereof set forth in the Estimated Closing Statement, Buyer shall pay to each Person entitled to receive a portion of such excess as represented by the Sellers' Representative, in a written certificate delivered by the Seller’s Representative to Buyer (which certificate shall specify the "Net Worth Target"amount payable to, and the payment instructions for, each such Person), the amount payable to such Person; provided, that such payments in respect of such excess shall in the aggregate not exceed the additional amount deducted from the final recalculated Closing Purchase Price shall be reduced by resulting from the amount of such deficiency, and the Escrow Agent shall pay to the Buyer a recalculated Closing Debt Amount. Any portion of the Accounting Firm’s fees and any expenses payable hereunder by the Sellers shall also be released from the Adjustment Escrow Funds that is equal to such deficiency as provided in the Escrow Agreement. If the amount of the liability accrued on the Net Worth Statement for Diamond's obligation to Dahlxxxx Xxxernational, Inc. exceeds the amount spent by Diamond to resolve such liability, the Buyer shall pay any such excess to the Seller; provided, however, that such obligation to repay such excess amount to the Seller shall exist only Account to the extent that the Escrow Agent then available or, if such funds are exhausted, directly from each Seller in accordance with their Pro Rata Percentages. Any payments pursuant to this Section 2.05(e) shall have paid the Buyer funds be treated by all parties for tax purposes as a result of the Diamond Net Worth being less than the Net Worth Target. If as part of the calculation of the Diamond Net Worth the value of the Diamond Assets are reduced to account for a reserve for certain dampener systems, Diamond shall pay adjustments to the Escrow Agent to hold as part of the Escrow Funds any net revenues received by Diamond after the Closing from the sale of such systems (net of related selling expenses), but Diamond shall not be required hereunder to pay to the Escrow Agent more than the amount of any funds received by the Buyer from the Escrow Agent for a claim under this Section 2.3. The Buyer's right to recover from the Escrow Agreement under this Section 2.3 is independent of any right that the Buyer may have to recover for a breach of any of the Seller's representations and warranties in Section 4; provided, however, that in order to avoid double counting the Buyer's rights to recover for a breach of any such representations and warranties shall be reduced to the extent that the Buyer recovers for that same breach through a payment from the Escrow Funds under this Section 2.3purchase price.