This excerpt taken from the FTK 8-K filed Feb 7, 2008.
(i) Closing Balance Sheet. Within sixty (60) days following the Closing Date, Purchaser shall prepare and deliver to Teledrift a consolidated balance sheet of Teledrift as of the close of business on the Closing Date (the Closing Balance Sheet), and a statement of the Net Assets (the Closing Net Assets Statement) as reflected on the face of the Closing Balance Sheet (the Closing Net Assets). The Closing Balance Sheet will be prepared in accordance with GAAP (except for the absence of footnotes and subject to normal year end adjustments), taking into account any physical inspections of the inventory, and using the same accounting methods, policies, practices and procedures, with consistent classifications and estimation methodologies, as were used in the preparation of the Base Balance Sheet, to the extent applicable, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the Transaction.
(ii) Disagreement. During the forty-five (45) day period following its delivery of the Closing Net Assets Statement to Teledrift, Purchaser shall provide to Teledrift reasonable access to all relevant books and records and personnel of Purchaser and the Business to enable Teledrift to evaluate the accuracy of the Closing Net Assets Statement. If Teledrift disagrees with the determination of the Closing Net Assets as shown on the Closing Net Assets Statement, Teledrift shall notify Purchaser in writing of such disagreement within such forty-five (45) day period, which notice shall describe the nature of any such disagreement in reasonable detail, identify the specific items involved and the dollar amount of each such disagreement and provide reasonable supporting documentation for each such disagreement. Any item not objected to by Teledrift by the conclusion of the forty-five (45) day period shall be deemed agreed to by Teledrift.
(iii) Resolution. If Purchaser and Teledrift are unable to resolve any disagreements properly identified by Teledrift pursuant to the foregoing paragraph within thirty (30) days after delivery to Purchaser of written notice of such disagreements, then such disagreements shall be submitted for final and binding resolution to PricewaterhouseCoopers or if PricewaterhouseCoopers is not able to so serve to such other accounting firm as may be agreed upon by Purchaser and Teledrift (the Arbitrator). The Arbitrator will only consider those items and amounts set forth in the Closing Net Assets Statement as to which Purchaser and Teledrift have disagreed within the time periods and on the terms specified above and must resolve the matter in accordance with the terms and provisions of this Agreement. The Arbitrator shall deliver to Purchaser and Teledrift, as promptly as practicable and in any event within ninety (90) days after its appointment, a written report setting forth the resolution of any such disagreement determined in accordance with the terms of this Agreement. The Arbitrator shall select the position of either Purchaser or Teledrift as a resolution for each item of disagreement and may not impose an alternative resolution. The Arbitrator shall make its determination based solely on presentations and supporting material provided by the parties and not pursuant to any independent review. The determination of the Arbitrator shall be final and binding. The fees of the Arbitrator shall be borne by the Stockholders, on the one hand, and Purchaser on the other hand, in such amount(s) as shall be determined by the Arbitrator based on the proportion that the aggregate amount of disputed items submitted to the Arbitrator that is unsuccessfully disputed by the Stockholders, on the one hand, or Purchaser on the other hand, as determined by the Arbitrator, bears to the total amount of such disputed items so referred to the Arbitrator for resolution.
(v) Purchase Price Adjustment. Any amounts owing under Appendix A by the Purchaser or by Teledrift shall be paid within three (3) business days after the amount owed pursuant to Appendix A is finally determined. Interest shall accrue with respect to any amounts owed pursuant to this Appendix A from the Closing Date until the date paid at the prime rate charged by Wells Fargo Bank NA from time to time.