CompUSA 2014 Annual Report Download - page 135

(iii)
During the review by the Seller of the Closing Date Balance Sheet, with respect to any disputed item only, the
Buyer will cause each of the Companies to make the work papers and back-
up materials used in (or necessary for) any disputed balances set
forth in the Closing Date Balance Sheet, and any related books and records of each of the Companies, their accountants and other
representatives, available to the Seller and its accountants and other representatives. Such request shall be directed to the Controller of C&H and
a member of Buyer’s senior finance staff.
(iv)
The Seller may object to the Closing Date Balance Sheet and the Calculations by notifying the Buyer in
writing of each objection and delivering to the Buyer a statement describing the basis for each objection along with the Seller ’
s Closing Date
Balance Sheet and Calculations.
(v)
The parties agree that the accrual for the Escheatment Payment on the Closing Date Balance Sheet and the
Final Closing Date Balance Sheet shall be $100,000 ; provided however, that Buyer retains its remedies under Section 8.2(c).
(vi)
The parties agree that the Company shall be permitted to sweep its cash account to Seller as of the end of the
day on the Closing Date, and after such date, Seller shall cause such sweep of the Company cash account to be terminated.
(vii)
Any component of the Closing Date Balance Sheet and the Calculations (other than any corresponding
accounts or adjustments to the item(s) in dispute) which is not the subject of a written objection by the Seller delivered to the Buyer within forty-
five (45) days of the Seller ’
s receipt of the Closing Date Balance Sheet and the Calculations shall be final and binding on the Parties and
included in the final adjustments described in Section 2.4(f) below.
(viii) If the Buyer agrees with any objection of the Seller and the Seller ’
s Closing Date Balance Sheet and
Calculations, then the matters agreed to by the Buyer shall be final and binding on the Parties and included in the adjustments described in
Section 2.4(f) below.
(ix) To the extent the Buyer does not agree with the objection(s) of the Seller or the Seller ’
s Closing Date
Balance Sheet and Calculations, then the Buyer must, within fifteen (15) days after receipt of the Seller ’
s objection(s) and Calculations, notify
the Seller of its disagreement.
(d)
The Parties shall use reasonable efforts to resolve any dispute described in Section 2.4(c); provided, that if they are
unable to do so within thirty (30) days following the Buyer ’ s notice to the Seller that it disagrees with the Seller ’ s objection(s) or the Seller ’
s
Closing Date Balance Sheet and Calculations, then by notice from the Buyer or the Seller to the other, the disagreement may be submitted for
resolution to such firm of independent accountants of national standing to which the Parties agree and which has not provided substantial
services to the Buyer, any of the Companies, the Seller or any of their respective Affiliates (the “Independent Accountants”)
in the past three (3)
years. The Seller and the Buyer shall execute an engagement letter reasonably requested by the Independent Accountants. Within ten (10) days
after the Independent Accountants have been retained, the Seller and Buyer shall furnish, at their own expense, to the Independent Accountants
and the other Party a written statement of
their position with respect to each matter in dispute. Within five (5) business days after the expiration
of such ten (10) day period, the Seller and the Buyer each may deliver to the Independent Accountants and to the other Party their response to the
other’
s position on each matter in dispute. With each submission, the Seller and the Buyer may also furnish to the Independent Accountants such
other information and documents as they deem relevant or such information and documents as may be requested by the Independent Accountants
with appropriate copies or notification being given to the other Party. The Independent Accountants may, at their discretion, conduct a
conference concerning the disagreement with the Seller and the Buyer, at which conference each Party shall have the right to present additional
documents, materials and other information and to have present its advisors, counsel and accountants. In connection with such process, there
shall be no hearings, oral examinations, testimony, depositions, discovery or other similar proceedings conducted by any Party or by the
Independent Accountants.
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