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of Stetson Guske & Koenes, P.L.L.C. (“SG&K”) to conduct an audit
of the Company’s financial statements, which audit shall be
completed on or before April 30, 1996. The results of the audit
* * * shall be reviewed by KPMG Peat Marwick L.L.P. (“KPMG”) and,
provided that KPMG provides to Purchaser a written report
addressed to the Company stating that KPMG has no material
disagreement with the balance sheet and income statement portions
of the Audited Financial Statements, the Purchase Price shall be
adjusted as set forth in Subsections 2.3.1, 2.3.2 or 2.3.3 below
(as applicable). In connection with KPMG’s review of the Audited
Financial Statements, KPMG shall be provided full access to: (i)
all of SG&K’s working papers relating to the Audited Financial
Statements; and (ii) all of the Company’s books and records. If
KPMG disagrees with the Audited Financial Statements, then the
firm of Price Waterhouse shall be retained to conduct an
independent audit, and the results of that audit shall be the
governing Audited Financial Statements and shall be binding upon
the parties. All of KPMG’s fees and expenses shall be borne by
Purchaser, and all of Price Waterhouse’s fees and expenses shall
be borne 50% by Shareholders and 50% by Purchaser. Based on the
results of the audit, the Purchase Price shall be adjusted as
follows:
2.3.1 If the amount of the Company’s Net
Liability, as reflected in the Audited Financial
Statements, is $17,074,829 (i.e., $50,000 more than the
Net Liability as reflected in the Balance Sheet) or
more, then the Purchase Price shall be reduced by the
amount by which the Net Liability, as reflected in the
Audited Financial Statements, exceeds $17,024,829. As
used in this Section 2.3, “Net Liability” means the
amount equal to Total Long Term Debt (excluding
Deferred Income Taxes) plus Total Current Liabilities
minus Total Current Assets; provided, however, that if
the Audited Financial Statements reflect any reserve
for the class action litigation, Lane et al v. Birting
Fisheries, Inc., which is presently being maintained
against the Company in United States District Court
under Cause No. C93-827D, then the amount of such
reserve shall not be included in Total Current
Liabilities in determining Net Liability. “Total Long
Term Debt”, “Deferred Income Taxes”, “Total Current
Liabilities”, and “Total Current Assets” shall be
determined by reference to the balance sheet contained
in the Audited Financial Statements.
2.3.2 If the amount of the Company’s Net
Liability, as reflected in the Audited Financial
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