X hits on this document

269 views

0 shares

0 downloads

0 comments

24 / 86

dispute, Seller and Buyer shall attempt to reconcile their differences in good faith. If Seller and Buyer are unable to reach a resolution to each disputed item within ten (10) Business Days after receipt by Seller of the Dispute Notice, Seller’s Independent Accountants and Buyer’s Independent Accountants shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties hereto. If Seller’s Independent Accountants and Buyer’s Independent Accountants are unable to reach a resolution as to all disputed amounts within ten (10) Business Days after referral of the dispute by Seller and Buyer to Seller’s Independent Accountants and Buyer’s Independent Accountants, Seller’s Independent Accountants and Buyer’s Independent Accountants shall submit the items remaining in dispute for resolution to the Independent Accounting Firm, which shall, within twenty (20) Business Days after such submission, determine and report to Seller and Buyer upon such remaining disputed items, and such report shall be final, binding and conclusive on Seller and Buyer. The fees and disbursements of the Independent Accounting Firm shall be allocated between Seller and Buyer in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted. In acting under this Agreement, Seller’s Independent Accountants, Buyer’s Independent Accountants and the Independent Accounting Firm shall be entitled to the privileges and immunities of arbitrators.

(c) The Final Statement of Working Capital shall be deemed final for the purposes of this Section 2.4 upon the earliest of (A) the failure of Buyer to deliver a Dispute Notice to Seller within thirty-five (35) Business Days of the Final Adjustment Date, and (B) the resolution of all disputes, pursuant to Section 2.4(b). Within three (3) Business Days of the Final Statement of Working Capital being deemed final, a Purchase Price adjustment shall be made as follows:

(i) in the event that the Reference Working Capital exceeds the Final Working Capital, then the Purchase Price shall be adjusted downward in an amount equal to such excess, and Seller shall, within three (3) Business Days of such determination, pay such amount (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Buyer in Escrow Shares (valued at the SBA Average Closing Price) and/or cash and shall authorize the Escrow Agent to act accordingly; and

(ii) in the event that the Final Working Capital exceeds the Reference Working Capital, then the Purchase Price shall be adjusted upward in an amount equal to such excess, and Buyer shall, within three (3) Business Days of such determination, pay such excess (or the applicable portion thereof not then subject to any dispute pursuant to Section 2.4(b)) to Seller by wire transfer in immediately available funds to an account designated by Seller in writing.

(d) Any payment required to be made by Seller or Buyer pursuant to Section 2.4 shall bear interest from the Closing Date through the date of payment at the rate of interest publicly announced by Citibank N.A. or any successor thereto in New York, New York from time to time as its base rate from the Closing Date to the date of such payment plus 2%.

17

Document info
Document views269
Page views269
Page last viewedSun Dec 11 13:05:59 UTC 2016
Pages86
Paragraphs818
Words39140

Comments