Netgear 2012 Annual Report Download - page 178

Price ”),
together with reasonably detailed supporting documentation for such calculations and any additional documentation and
information reasonably requested by Buyers (which shall be promptly provided by Sellers).
(c) As promptly as practicable, but in no event later than forty-
five (45) days after the Closing Date, Buyers shall
deliver to Sellers a statement (the “ Post-Closing Statement ”) setting forth the Buyers’
good faith calculation of (i) the amount of
Closing Inventory, (ii) the amount of Closing MDF Liabilities and (iii) a calculation of the Adjusted Cash Purchase Price based on such
amounts, together with reasonably detailed supporting documentation for such calculations and any additional documentation and
information reasonably requested by Sellers (which shall be promptly provided by Buyers).
(d)
Buyers shall provide Sellers and their representatives with reasonable access (with the right to make copies),
during normal business hours and upon reasonable advance notice, to the work papers of Buyers related to the preparation of the Post-
Closing Statement, as well as to any of the property and facilities and such books and records and other relevant documentation and
information of Buyers related to the AirCard Business, and Buyers shall make available their employees knowledgeable about the
information used in, and the preparation of, the Post-
Closing Statement. Sellers shall have fifteen (15) Business Days following their
receipt of the Post-Closing Statement (the “ Review Period ”)
to review the same together with all documentation and information
requested in accordance with this Section 3.2(d)
(which shall be promptly provided by Buyers). On or before the expiration of the
Review Period, Sellers may deliver to Buyers a written statement disputing the Post-
Closing Statement. In the event that Sellers shall
dispute the Post-Closing Statement, such statement shall include a detailed itemization of Sellers’
objections and the reasons therefor
(such statement, a “ Dispute Statement ”). Any component of the Post-
Closing Statement that is not disputed in a Dispute Statement
shall be final and binding on the Parties and not subject to appeal. If Sellers do not deliver a Dispute Statement to Buyers within the
Review Period, the Post-
Closing Statement shall be final and binding on the Parties and not subject to appeal and the amount of the
Adjusted Cash Purchase Price as set forth in the Post-Closing Statement shall be deemed to be the Final Adjusted Cash Purchase Price.
(e)
If Sellers deliver a Dispute Statement during the Review Period, Buyers and Sellers shall promptly meet and
attempt in good faith to resolve their differences with respect to the disputed items set forth in the Dispute Statement during the fifteen
(15) Business Days immediately following Buyers’
receipt of the Dispute Statement, or such longer period as Sellers and Buyers may
mutually agree (the “ Resolution Period ”).
Any such disputed items that are resolved by Sellers and Buyers during the Resolution
Period shall be final and binding on the Parties and not subject to appeal. If Sellers and Buyers do not resolve all such disputed items by
the end of the Resolution Period, Sellers and Buyers shall submit all items then remaining in dispute with respect to the Dispute
Statement to the Accounting Firm for review and resolution (with each Party preparing a submission to the Accounting Firm that
reflects all revisions made to such Party’
s proposal as a result of the negotiations during the Resolution Period and outlining the items
that remain in dispute at the time of the submission only). The Accounting Firm shall act as an expert and not an arbitrator. The
Accounting Firm (i) shall determine only those items remaining in dispute between Sellers and Buyers, (ii) shall apply the valuation
principles set out in Section 3.2(a)(ii)
of the Sellers Disclosure Schedule to the extent that the dispute relates to the determination of
Closing Inventory, and (iii) shall only be permitted or authorized to determine an amount with respect to any such disputed item that is
either the amount of such disputed item as proposed by Buyers in the Post-
Closing Statement or the amount of such disputed item as
proposed by Sellers in the Dispute Statement. Each of Sellers, on the one hand, and Buyers, on the other hand, shall (A) enter into a
customary engagement letter with the Accounting Firm at the time such dispute is submitted to the Accounting Firm and otherwise
cooperate with the Accounting Firm, (B) have the opportunity to submit a written statement in support of their respective positions with
respect to
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