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This excerpt taken from the C 10-Q filed Aug 7, 2009. Review Procedure. The Sellers shall
have 30 Business Days following the date that they receive the Closing Balance
Sheets pursuant to Section 7.1 to review the same. The Purchaser shall provide the Sellers and
their accountants with access to all relevant books and records (including
electronic data files), work papers and other relevant information to allow the
Sellers thoroughly to review and verify the accuracy of the Closing Balance
Sheets. If the Sellers do not object to
the Closing Balance Sheets during such 30 Business Day period, the Closing
Balance Sheets as prepared and presented by the Purchaser shall be deemed final
and binding on the Parties. If the
Sellers object to any aspect of the Closing Balance Sheets within such 30
Business Day period, the Sellers and the Purchaser shall for a period of not
less than 30 Business Days after delivery of the objection (the “Closing Balance Sheet Negotiation Period”)
seek in good faith to resolve any differences between them. If the Parties are unable to resolve their
differences during that period, either the Sellers or the Purchaser may refer
any unresolved matter(s) for resolution to the Japanese affiliate or representative
of a mutually acceptable internationally recognized accounting firm (the “Independent Accounting Firm”), which shall,
acting as experts in accounting and not as arbitrators, resolve any unresolved
issues arising in the preparation of the Closing Balance Sheets only to the
extent necessary to determine the correct calculation of the Adjusted Combined
Net Assets. The Sellers and the
Purchaser shall request the Independent Accounting Firm to finish its review
and render its determination within 30 Business Days, or such longer period as
may be agreed by the Parties, of
being retained by the Sellers and the Purchaser and shall make reasonably
available to the Independent Accounting Firm all relevant books and records
(including electronic data files), work papers and other relevant information
to allow such firm thoroughly to review and verify the accuracy of the Closing
Balance Sheets and the Adjusted Combined Net Assets derived therefrom. The Independent Accounting Firm’s resolution
of any issues arising in the Closing Balance Sheets and determination of the
Adjusted Combined Net Assets shall be final and binding upon the Parties. If the Parties are unable to agree upon the
identity of the Independent Accounting Firm within 10 Business Days following
the end of the Closing Balance Sheet Negotiation
30
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