Common use of Adjustment of Closing Cash Payment Clause in Contracts

Adjustment of Closing Cash Payment. (a) No more than three business days prior to the Closing Date, Seller will prepare and deliver to Buyer (i) an estimated balance sheet for the EGG Division as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the “Estimated Closing Date Balance Sheet”) and (ii) a calculation and statement of its estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Balance Sheet (the “Estimated Statement”). Seller will prepare the Estimated Closing Date Balance Sheet and Estimated Statement in good faith, in a manner consistent with the procedures used to prepare the Financial Statements, subject to Buyer’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the “Estimated Net Working Capital”) is less than $2,350,000 (the “Net Working Capital Threshold Amount”), then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the “Holdback Amount”) shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement pursuant to Section 2.06 below. (b) As soon as practicable but in no event later than 30 days following the Closing Date, Seller will prepare and deliver to Parent: (i) Seller’s unaudited financial statements for the EGG Division (consisting of a balance sheet, statement of operations and statement of cash flows) for each of the three-month period ended June 30, 2006 and the six-month period ended June 30, 2006 (such financial statements, the “June 30 Financial Statements”), (ii) Seller’s unaudited financial statements for the EGG Division, consisting of a balance sheet as of the Closing Date and statement of operations and statement of cash flows for the period July 1, 2006 to the Closing Date, and such supporting schedules as Parent may reasonably request (such financial statements, together with the June 30 Financial Statements, the “Post-Closing Financial Statements”), (iii) a schedule that lists all Backlog of the EGG Division as of the Closing Date on a customer by customer and monthly basis (the “Backlog Schedule”), (iv) a schedule that sets forth all completed but unbilled services for the period from July 14, 2006 through the Closing Date in connection with the Business prior to the Closing Date on a customer by customer basis, with a range of days elapsed since the invoice date for each such account receivable, and the aggregate amount of reserves or allowances for doubtful accounts (the “Stub AR Schedule”), and (v) a schedule that sets forth the EGG Division’s customers for the period May 31, 2006 through the Closing Date and sets forth opposite the name of each such customer the dollar amount of sales attributable to such customer for such period (such schedule, together with the Backlog Schedule and the Stub AR Schedule, the “Post-Closing Schedules”). Seller will prepare the Post-Closing Financial Statements and Post-Closing Schedule in good faith, in a manner consistent with the procedures used to prepare the Financial Statements, subject to Buyer’s good faith review and reasonable satisfaction. To the extent any of the Post-Closing Financial Statements are not prepared in accordance with GAAP (except that such Post-Closing Financial Statements may not contain all notes required by GAAP and may be subject to normal year end adjustments which are not material in amount individually or in the aggregate) consistently applied and in accordance with historic past practices throughout the periods involved and do not fairly present in all material respects the financial position, results of operations and cash flows of the EGG Division as of the dates, and for the periods, indicated therein, such deviations from GAAP shall be set forth in a schedule attached to such Post-Closing Financial Statements. (c) As soon as practicable but in no event later than 60 days following the receipt by Buyer of the Post-Closing Financial Statements, Buyer will prepare and deliver to Seller a calculation and statement of the Net Working Capital as of the Closing Date (the “Closing Date Statement”). Buyer will prepare the Closing Date Statement in good faith, in a manner consistent with the procedures used by Seller to prepare the Financial Statements (to the extent such Financial Statements are in compliance with GAAP), subject to Seller’s good faith review and reasonable satisfaction. Seller may submit to Buyer, not later than 30 days from the receipt of the Closing Date Statement from Buyer, a list of any components of the Closing Date Statement with which Seller disagrees, if any (a “Closing Date Dispute Notice”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.07. If Seller does not issue a Closing Date Dispute Notice prior to such date, the Closing Date Statement, as supplied to Seller, shall be deemed to have been accepted and agreed to by Seller, and shall be final and binding on the parties to this Agreement. (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicable, is less than the Estimated Net Working Capital, then Buyer may retain the Holdback Amount, if any, and claim any remaining portion of such shortfall as Damages pursuant to Section 9.01. (e) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicable, is more than the Estimated Net Working Capital, then Buyer shall release the Holdback Amount of the Closing Payment, if any, and the Closing Payment will be further increased by the amount of such excess and Buyer shall promptly pay such excess to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Buyer by Seller.

Adjustment of Closing Cash Payment. (a) No more than three business days prior to the Closing Date, the Seller will prepare and deliver to Buyer (i) an estimated balance sheet for the EGG Division as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the “Estimated Closing Date Balance Sheet”) and (ii) a calculation and statement of its estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Balance Sheet (the “Estimated Statement”). The Seller will prepare the Estimated Closing Date Balance Sheet and Estimated Statement in good faith, in a manner consistent with the procedures used to prepare the Financial Statements, subject to Buyer’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the “Estimated Net Working Capital”) is less than $2,350,000 1,350,000 (the “Net Working Capital Threshold Amount”), then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the “Holdback Amount”) shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement pursuant to Section 2.06 2.06(b) below. (b) As soon as practicable but in no event later than 30 sixty (60) days following the Closing Date, Seller will prepare and deliver to Parent: (i) Seller’s unaudited financial statements for the EGG Division (consisting of a balance sheet, statement of operations and statement of cash flows) for each of the three-month period ended June 30, 2006 and the six-month period ended June 30, 2006 (such financial statements, the “June 30 Financial Statements”), (ii) Seller’s unaudited financial statements for the EGG Division, consisting of a balance sheet as of the Closing Date and statement of operations and statement of cash flows for the period July 1, 2006 to the Closing Date, and such supporting schedules as Parent may reasonably request (such financial statements, together with the June 30 Financial Statements, the “Post-Closing Financial Statements”), (iii) a schedule that lists all Backlog of the EGG Division as of the Closing Date on a customer by customer and monthly basis (the “Backlog Schedule”), (iv) a schedule that sets forth all completed but unbilled services for the period from July 14, 2006 through the Closing Date in connection with the Business prior to the Closing Date on a customer by customer basis, with a range of days elapsed since the invoice date for each such account receivable, and the aggregate amount of reserves or allowances for doubtful accounts (the “Stub AR Schedule”), and (v) a schedule that sets forth the EGG Division’s customers for the period May 31, 2006 through the Closing Date and sets forth opposite the name of each such customer the dollar amount of sales attributable to such customer for such period (such schedule, together with the Backlog Schedule and the Stub AR Schedule, the “Post-Closing Schedules”). Seller will prepare the Post-Closing Financial Statements and Post-Closing Schedule in good faith, in a manner consistent with the procedures used to prepare the Financial Statements, subject to Buyer’s good faith review and reasonable satisfaction. To the extent any of the Post-Closing Financial Statements are not prepared in accordance with GAAP (except that such Post-Closing Financial Statements may not contain all notes required by GAAP and may be subject to normal year end adjustments which are not material in amount individually or in the aggregate) consistently applied and in accordance with historic past practices throughout the periods involved and do not fairly present in all material respects the financial position, results of operations and cash flows of the EGG Division as of the dates, and for the periods, indicated therein, such deviations from GAAP shall be set forth in a schedule attached to such Post-Closing Financial Statements. (c) As soon as practicable but in no event later than 60 days following the receipt by Buyer of the Post-Closing Financial Statements, Buyer will prepare and deliver to Seller a calculation and statement of the Net Working Capital as of the Closing Date (the “Closing Date Statement”). The Buyer will prepare the Closing Date Statement in good faith, in a manner consistent with the procedures used by Seller to prepare the Financial Statements (to the extent such Financial Statements are in compliance with GAAP), subject to Seller’s good faith review and reasonable satisfaction. Seller may submit to Buyer, not later than 30 fifteen (15) days from the receipt of the Closing Date Statement from Buyer, a list of any components of the Closing Date Statement with which the Seller disagrees, if any (a “Closing Date Dispute Notice”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.07. If the Seller does not issue a Closing Date Dispute Notice prior to such date, the Closing Date Statement, as supplied to Seller, shall be deemed to have been accepted and agreed to by Seller, and shall be final and binding on the parties to this Agreement. (dc) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicableStatement, is less than the Estimated Net Working Capital, then Buyer may retain the Holdback Amount, if any, and claim any remaining portion of such shortfall as Damages pursuant to Section 9.01. (ed) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicableStatement, is more than the Estimated Net Working Capital, then the Buyer shall release the Holdback Amount of the Closing Payment, if any, and the Closing Payment will be further increased by the amount of such excess and Buyer shall promptly pay such excess to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Buyer by Seller.

Adjustment of Closing Cash Payment. (a) No more than three business days prior Prior to the Closing Date, Seller will prepare has prepared and deliver delivered to Buyer (i) an estimated balance sheet for the EGG Division of Seller as of the close of business on the day prior to the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the “"Estimated Closing Date Balance Sheet”") and (ii) a calculation and statement of its estimated Net Working Capital as of the close of business on the day prior to the Closing Date calculated from the Estimated Closing Date Balance Sheet (the “"Estimated Statement”"). Seller will prepare prepared the Estimated Closing Date Balance Sheet and Estimated Statement in good faithfaith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were determined in a manner consistent accordance with the procedures used to prepare the Financial Statements, Buyer's GAAP subject to Buyer’s 's good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the “"Estimated Net Working Capital”") is less than $2,350,000 (the “Net Working Capital Threshold Amount”), then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the “"Holdback Amount”") shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.06 below2.08. (b) As soon as practicable practicable, but in no event later than 30 120 days following the Closing Date, Seller will prepare and deliver to Parent: (i) Seller’s unaudited financial statements for the EGG Division (consisting of a balance sheet, statement of operations and statement of cash flows) for each of the three-month period ended June 30, 2006 and the six-month period ended June 30, 2006 (such financial statements, the “June 30 Financial Statements”), (ii) Seller’s unaudited financial statements for the EGG Division, consisting of a balance sheet as of the Closing Date and statement of operations and statement of cash flows for the period July 1, 2006 to the Closing Date, and such supporting schedules as Parent may reasonably request (such financial statements, together with the June 30 Financial Statements, the “Post-Closing Financial Statements”), (iii) a schedule that lists all Backlog of the EGG Division as of the Closing Date on a customer by customer and monthly basis (the “Backlog Schedule”), (iv) a schedule that sets forth all completed but unbilled services for the period from July 14, 2006 through the Closing Date in connection with the Business prior to the Closing Date on a customer by customer basis, with a range of days elapsed since the invoice date for each such account receivable, and the aggregate amount of reserves or allowances for doubtful accounts (the “Stub AR Schedule”), and (v) a schedule that sets forth the EGG Division’s customers for the period May 31, 2006 through the Closing Date and sets forth opposite the name of each such customer the dollar amount of sales attributable to such customer for such period (such schedule, together with the Backlog Schedule and the Stub AR Schedule, the “Post-Closing Schedules”). Seller will prepare the Post-Closing Financial Statements and Post-Closing Schedule in good faith, in a manner consistent with the procedures used to prepare the Financial Statements, subject to Buyer’s good faith review and reasonable satisfaction. To the extent any of the Post-Closing Financial Statements are not prepared in accordance with GAAP (except that such Post-Closing Financial Statements may not contain all notes required by GAAP and may be subject to normal year end adjustments which are not material in amount individually or in the aggregate) consistently applied and in accordance with historic past practices throughout the periods involved and do not fairly present in all material respects the financial position, results of operations and cash flows of the EGG Division as of the dates, and for the periods, indicated therein, such deviations from GAAP shall be set forth in a schedule attached to such Post-Closing Financial Statements. (c) As soon as practicable but in no event later than 60 days following the receipt by Buyer of the Post-Closing Financial Statements, Buyer will prepare and deliver to Seller a calculation and statement of the Net Working Capital as of the close of business on the day prior to the Closing Date (the “"Closing Date Statement”"). Buyer will prepare the Closing Date Statement in good faithfaith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in a manner consistent accordance with Buyer's GAAP. To the extent the Closing Date Statement varies from the Estimated Statement, Buyer will furnish Seller with the procedures used Closing Date Statement such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. Seller agrees to cooperate with Buyer in the preparation of the Closing Date Statement, including providing Buyer with supporting or back-up schedules and documentation reasonably requested by Buyer. After delivery of the Closing Date Statement, Seller to prepare the Financial Statements (shall be granted reasonable access by Buyer to the extent such Financial Statements are books, records and personnel of Buyer and the Business responsible for the preparation of the Closing Date Statement for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in compliance with GAAP), subject to Seller’s good faith review and reasonable satisfactionthe Closing Date Statement. Seller may submit to Buyer, not later than 30 days from the receipt of the Closing Date Statement from Buyer, a list of any components of the Closing Date Statement with which Seller disagrees, if any (a “"Closing Date Dispute Notice”"), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.072.08. If Seller does not issue a Closing Date Dispute Notice prior to such date, the Closing Date Statement, as supplied to Seller, shall be deemed to have been accepted and agreed to by Seller, and shall be final and binding on the parties to this Agreement. (c) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.08, as applicable, is less than the Estimated Net Working Capital, then the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Buyer. If the amount of such deficiency owed to Buyer is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to Seller. In the event that the Holdback Amount, if any, is insufficient to satisfy the amount of such deficiency, Seller shall immediately tender to Buyer, in cash, an amount equal to such deficiency or Buyer may elect, in its sole discretion, to claim any remaining deficiency as Damages pursuant to Section 7.01. If Buyer so elects, Seller and Buyer covenant and agree to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.06. (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.072.08, as applicable, is less than the Estimated Net Working Capital, then Buyer may retain the Holdback Amount, if any, and claim any remaining portion of such shortfall as Damages pursuant to Section 9.01. (e) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicable, is more greater than the Estimated Net Working Capital, then Buyer shall release the Holdback Amount of the Closing PaymentAmount, if any, and the Closing Cash Payment will be further increased by the amount of such excess amount, if any, by which (i) the Net Working Capital less the Estimated Net Working Capital exceeds (ii) the Holdback Amount, and Buyer shall promptly pay such excess excess, if any, to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Buyer by Seller.

Adjustment of Closing Cash Payment. (a) No more than three business days prior Prior to the Closing Date, Seller will prepare has prepared and deliver delivered to Buyer (i) an estimated balance sheet for of the EGG Division Seller as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the “Estimated Closing Date Balance Sheet”) and (ii) a calculation and statement of its estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Balance Sheet (the “Estimated Statement”). Seller will prepare prepared the Estimated Closing Date Balance Sheet and Estimated Statement in good faithfaith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were determined in a manner consistent accordance with the procedures used to prepare the Financial StatementsGAAP consistently applied by Seller, subject to Buyer’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the “Estimated Net Working Capital”) is less than $2,350,000 (the “Net Working Capital Threshold Amount”), then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the “Holdback Amount”) shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement pursuant to Section 2.06 below. (b) As soon as practicable practicable, but in no event later than 30 90 days following the Closing Date, Seller will prepare and deliver to Parent: (i) Seller’s unaudited financial statements for the EGG Division (consisting of a balance sheet, statement of operations and statement of cash flows) for each of the three-month period ended June 30, 2006 and the six-month period ended June 30, 2006 (such financial statements, the “June 30 Financial Statements”), (ii) Seller’s unaudited financial statements for the EGG Division, consisting of a balance sheet as of the Closing Date and statement of operations and statement of cash flows for the period July 1, 2006 to the Closing Date, and such supporting schedules as Parent may reasonably request (such financial statements, together with the June 30 Financial Statements, the “Post-Closing Financial Statements”), (iii) a schedule that lists all Backlog of the EGG Division as of the Closing Date on a customer by customer and monthly basis (the “Backlog Schedule”), (iv) a schedule that sets forth all completed but unbilled services for the period from July 14, 2006 through the Closing Date in connection with the Business prior to the Closing Date on a customer by customer basis, with a range of days elapsed since the invoice date for each such account receivable, and the aggregate amount of reserves or allowances for doubtful accounts (the “Stub AR Schedule”), and (v) a schedule that sets forth the EGG Division’s customers for the period May 31, 2006 through the Closing Date and sets forth opposite the name of each such customer the dollar amount of sales attributable to such customer for such period (such schedule, together with the Backlog Schedule and the Stub AR Schedule, the “Post-Closing Schedules”). Seller will prepare the Post-Closing Financial Statements and Post-Closing Schedule in good faith, in a manner consistent with the procedures used to prepare the Financial Statements, subject to Buyer’s good faith review and reasonable satisfaction. To the extent any of the Post-Closing Financial Statements are not prepared in accordance with GAAP (except that such Post-Closing Financial Statements may not contain all notes required by GAAP and may be subject to normal year end adjustments which are not material in amount individually or in the aggregate) consistently applied and in accordance with historic past practices throughout the periods involved and do not fairly present in all material respects the financial position, results of operations and cash flows of the EGG Division as of the dates, and for the periods, indicated therein, such deviations from GAAP shall be set forth in a schedule attached to such Post-Closing Financial Statements. (c) As soon as practicable but in no event later than 60 days following the receipt by Buyer of the Post-Closing Financial Statements, Buyer will prepare and deliver to Seller a calculation and statement of the Net Working Capital as of the Closing Date (the “Closing Date Statement”). Buyer will prepare the Closing Date Statement in good faithfaith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in a manner consistent accordance with the procedures used by Seller to prepare the Financial Statements (to the extent such Financial Statements are in compliance with GAAP)GAAP consistently applied, subject to Seller’s good faith review and reasonable satisfaction. To the extent the Closing Date Statement varies from the Estimated Statement, Buyer will furnish Seller with the Closing Date Statement such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. Seller agrees to cooperate with Buyer in the preparation of the Closing Date Statement, including providing Buyer with supporting or back-up schedules and documentation reasonably requested by Buyer. After delivery of the Closing Date Statement, Seller and its accountants shall be granted reasonable access by Buyer to the books, records and personnel of Buyer and the Business responsible for the preparation of the Closing Date Statement for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in the Closing Date Statement. Seller may submit to Buyer, not later than 30 days from the receipt of the Closing Date Statement from Buyer, a list of any components of the Closing Date Statement with which Seller disagrees, if any (a “Closing Date Dispute DateDispute Notice”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.07. If Seller does not issue a Closing Date Dispute Notice prior to such date, the Closing Date Statement, as supplied to Seller, shall be deemed to have been accepted and agreed to by Seller, and shall be final and binding on the parties to this Agreement. (dc) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicable, is less than the Estimated Net Working Capital, then Buyer may retain the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Buyer. If the amount of such deficiency owed to Buyer is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to Seller. In the event that the Holdback Amount is insufficient to satisfy the amount of such deficiency, Seller shall immediately tender to Buyer, in cash, an amount equal to such deficiency or Buyer may elect, in its sole discretion, to claim any remaining portion of such shortfall deficiency as Damages pursuant to Section 9.01. If Buyer so elects, Seller and Buyer covenant and agree to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.06(c). (ed) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicable, is more greater than the Estimated Net Working Capital, then Buyer shall release the Holdback Amount of the Closing Payment, if any, and the Closing Payment will be further increased by the amount of such excess and Buyer shall promptly pay such excess to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Buyer by Seller.

Adjustment of Closing Cash Payment. (a) No more than three business days prior Prior to the Closing Date, the Domestic Seller will prepare Companies have prepared and deliver delivered to Buyer (i) an estimated balance sheet for of the EGG Division Seller Companies, taken as a whole, as of the close of business on the day immediately prior to the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the “"Estimated Closing Date Balance Sheet”") and (ii) a calculation and statement of its their estimated Net Working Capital as of the close of business on the day immediately prior to the Closing Date calculated from the Estimated Closing Date Balance Sheet (the “"Estimated Statement”"). The Domestic Seller will prepare Companies prepared the Estimated Closing Date Balance Sheet and Estimated Statement in good faithfaith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were determined in a manner consistent accordance with the procedures used to prepare the Financial Statements, Buyer's GAAP subject to Buyer’s 's good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the “"Estimated Net Working Capital”") is less than $2,350,000 (the “Net Working Capital Threshold Amount”), then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the “"Holdback Amount”") shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.06 below2.08. (b) As soon as practicable practicable, but in no event later than 30 120 days following the Closing Date, Seller will prepare and deliver to Parent: (i) Seller’s unaudited financial statements for the EGG Division (consisting of a balance sheet, statement of operations and statement of cash flows) for each of the three-month period ended June 30, 2006 and the six-month period ended June 30, 2006 (such financial statements, the “June 30 Financial Statements”), (ii) Seller’s unaudited financial statements for the EGG Division, consisting of a balance sheet as of the Closing Date and statement of operations and statement of cash flows for the period July 1, 2006 to the Closing Date, and such supporting schedules as Parent may reasonably request (such financial statements, together with the June 30 Financial Statements, the “Post-Closing Financial Statements”), (iii) a schedule that lists all Backlog of the EGG Division as of the Closing Date on a customer by customer and monthly basis (the “Backlog Schedule”), (iv) a schedule that sets forth all completed but unbilled services for the period from July 14, 2006 through the Closing Date in connection with the Business prior to the Closing Date on a customer by customer basis, with a range of days elapsed since the invoice date for each such account receivable, and the aggregate amount of reserves or allowances for doubtful accounts (the “Stub AR Schedule”), and (v) a schedule that sets forth the EGG Division’s customers for the period May 31, 2006 through the Closing Date and sets forth opposite the name of each such customer the dollar amount of sales attributable to such customer for such period (such schedule, together with the Backlog Schedule and the Stub AR Schedule, the “Post-Closing Schedules”). Seller will prepare the Post-Closing Financial Statements and Post-Closing Schedule in good faith, in a manner consistent with the procedures used to prepare the Financial Statements, subject to Buyer’s good faith review and reasonable satisfaction. To the extent any of the Post-Closing Financial Statements are not prepared in accordance with GAAP (except that such Post-Closing Financial Statements may not contain all notes required by GAAP and may be subject to normal year end adjustments which are not material in amount individually or in the aggregate) consistently applied and in accordance with historic past practices throughout the periods involved and do not fairly present in all material respects the financial position, results of operations and cash flows of the EGG Division as of the dates, and for the periods, indicated therein, such deviations from GAAP shall be set forth in a schedule attached to such Post-Closing Financial Statements. (c) As soon as practicable but in no event later than 60 days following the receipt by Buyer of the Post-Closing Financial Statements, Buyer will prepare and deliver to the Domestic Seller Companies a calculation and statement of the Net Working Capital as of the close of business on the day immediately prior to the Closing Date (the “"Closing Date Statement”"). Buyer will prepare the Closing Date Statement in good faithfaith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in a manner consistent accordance with Buyer's GAAP. To the extent the Closing Date Statement varies from the Estimated Statement, Buyer will furnish the Domestic Seller Companies with the procedures used Closing Date Statement such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. Each of the Domestic Seller Companies agrees to cooperate with Buyer in the preparation of the Closing Date Statement, including providing Buyer with supporting or back-up schedules and documentation reasonably requested by Buyer. After delivery of the Closing Date Statement, the Domestic Seller to prepare the Financial Statements (Companies shall be granted reasonable access by Buyer to the extent such Financial Statements are books, records and personnel of Buyer and the Business responsible for the preparation of the Closing Date Statement for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in compliance with GAAP), subject to Seller’s good faith review and reasonable satisfactionthe Closing Date Statement. The Domestic Seller Companies may submit to Buyer, not later than 30 days from the receipt of the Closing Date Statement from Buyer, a list of any components of the Closing Date Statement with which the Domestic Seller disagreesCompanies disagree, if any (a “"Closing Date Dispute Notice”"), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.072.08. If the Domestic Seller does Companies do not issue a Closing Date Dispute Notice prior to such date, the Closing Date Statement, as supplied to Sellerthe Domestic Seller Companies, shall be deemed to have been accepted and agreed to by Sellereach of the Domestic Seller Companies, and shall be final and binding on the parties to this Agreement. (c) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.08, as applicable, is less than the Estimated Net Working Capital, then the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Buyer. If the amount of such deficiency owed to Buyer is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to the Domestic Seller Companies. In the event that the Holdback Amount, if any, is insufficient to satisfy the amount of such deficiency, the Domestic Seller Companies shall immediately tender to Buyer, in cash, an amount equal to such deficiency or Buyer may elect, in its sole discretion, to claim any remaining deficiency as Damages pursuant to Section 8.01. If Buyer so elects, the Domestic Seller Companies and Buyer covenant and agree to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.06. (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.072.08, as applicable, is less than the Estimated Net Working Capital, then Buyer may retain the Holdback Amount, if any, and claim any remaining portion of such shortfall as Damages pursuant to Section 9.01. (e) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicable, is more greater than the Estimated Net Working Capital, then Buyer shall release the Holdback Amount of the Closing PaymentAmount, if any, and the Closing Cash Payment will be further increased by the amount of such excess amount, if any, by which (i) the Net Working Capital less the Estimated Net Working Capital exceeds (ii) the Holdback Amount, and Buyer shall promptly pay such excess excess, if any, to the Domestic Seller Companies by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Buyer by Sellerthe Domestic Seller Companies. (e) The parties agree that any adjustment set forth in this Section 2.06 or Section 2.08 shall be deemed solely an adjustment to the Domestic Asset Purchase Price.

Adjustment of Closing Cash Payment. (a) No more than three business days prior to the Closing Date, Seller will prepare and deliver to Buyer (i) an estimated balance sheet for of the EGG Division Companies as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Buyer (the “Estimated Closing Date Balance Sheet”) and (ii) a calculation and statement of its the estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Balance Sheet (the “Estimated Statement”). Seller will prepare the Estimated Closing Date Balance Sheet and Estimated Statement in good faithfaith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement shall be determined in a manner consistent accordance with the procedures used to prepare the Financial StatementsGAAP consistently applied by Seller, subject to Buyer’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the “Estimated Net Working Capital”) is less than $2,350,000 (the “Net Working Capital Threshold Amount”), then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided provided, that such amount (the “Holdback Amount”) shall be held back by Buyer until such time as the Net Working Capital is finally determined based upon the Closing Date Statement pursuant to Section 2.06 2.06(b) below. (b) As soon as practicable practicable, but in no event later than 30 90 days following the Closing Date, Seller will prepare and deliver to Parent: (i) Seller’s unaudited financial statements for the EGG Division (consisting of a balance sheet, statement of operations and statement of cash flows) for each of the three-month period ended June 30, 2006 and the six-month period ended June 30, 2006 (such financial statements, the “June 30 Financial Statements”), (ii) Seller’s unaudited financial statements for the EGG Division, consisting of a balance sheet as of the Closing Date and statement of operations and statement of cash flows for the period July 1, 2006 to the Closing Date, and such supporting schedules as Parent may reasonably request (such financial statements, together with the June 30 Financial Statements, the “Post-Closing Financial Statements”), (iii) a schedule that lists all Backlog of the EGG Division as of the Closing Date on a customer by customer and monthly basis (the “Backlog Schedule”), (iv) a schedule that sets forth all completed but unbilled services for the period from July 14, 2006 through the Closing Date in connection with the Business prior to the Closing Date on a customer by customer basis, with a range of days elapsed since the invoice date for each such account receivable, and the aggregate amount of reserves or allowances for doubtful accounts (the “Stub AR Schedule”), and (v) a schedule that sets forth the EGG Division’s customers for the period May 31, 2006 through the Closing Date and sets forth opposite the name of each such customer the dollar amount of sales attributable to such customer for such period (such schedule, together with the Backlog Schedule and the Stub AR Schedule, the “Post-Closing Schedules”). Seller will prepare the Post-Closing Financial Statements and Post-Closing Schedule in good faith, in a manner consistent with the procedures used to prepare the Financial Statements, subject to Buyer’s good faith review and reasonable satisfaction. To the extent any of the Post-Closing Financial Statements are not prepared in accordance with GAAP (except that such Post-Closing Financial Statements may not contain all notes required by GAAP and may be subject to normal year end adjustments which are not material in amount individually or in the aggregate) consistently applied and in accordance with historic past practices throughout the periods involved and do not fairly present in all material respects the financial position, results of operations and cash flows of the EGG Division as of the dates, and for the periods, indicated therein, such deviations from GAAP shall be set forth in a schedule attached to such Post-Closing Financial Statements. (c) As soon as practicable but in no event later than 60 days following the receipt by Buyer of the Post-Closing Financial Statements, Buyer will prepare and deliver to Seller a calculation and statement of the Net Working Capital as of the Closing Date (the “Closing Date Statement”). Buyer will prepare the Closing Date Statement in good faithfaith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in a manner consistent accordance with the procedures used by Seller to prepare the Financial Statements (to the extent such Financial Statements are in compliance with GAAP)GAAP consistently applied, subject to Seller’s good faith review and reasonable satisfaction. To the extent the Closing Date Statement varies from the Estimated Statement, Buyer will furnish Seller with the Closing Date Statement such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. Seller agrees to cooperate with Buyer in the preparation of the Closing Date Statement, including providing Buyer with supporting or back-up schedules and documentation reasonably requested by Buyer. After delivery of the Closing Date Statement, Seller and Seller’s accountants shall be granted reasonable access by Buyer to the books, records and personnel of Buyer and the Business responsible for the preparation of the Closing Date Statement for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in the Closing Date Statement. Seller may submit to Buyer, not later than 30 days from the receipt of the Closing Date Statement from Buyer, a list of any components of the Closing Date Statement with which Seller disagrees, if any (a “Closing Date Dispute Notice”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.07. If Seller does not issue a Closing Date Dispute Notice prior to such date, the Closing Date Statement, as supplied to Seller, shall be deemed to have been accepted and agreed to by Seller, and shall be final and binding on the parties to this Agreement. (dc) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicable, is less than the Estimated Net Working Capital, then Buyer may retain the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Buyer. If the amount of such deficiency owed to Buyer is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to Seller. In the event that the Holdback Amount is insufficient to satisfy the amount of such deficiency, Seller shall immediately tender to Buyer, in cash, an amount equal to such deficiency. Notwithstanding the foregoing, Buyer may elect, in its sole discretion, to claim any remaining portion of such shortfall as Damages pursuant to Section 9.0110.01. If Buyer so elects, Seller and Buyer covenant and agree to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.06(c). (ed) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.07, as applicable, is more greater than the Estimated Net Working Capital, then Buyer shall release the Holdback Amount of the Closing Payment, if any, and the Closing Payment will be further increased by the amount of such excess and Buyer shall promptly pay such excess to Seller by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Buyer by Seller.