Common use of Cash Adjustment Clause in Contracts

Cash Adjustment. On the Closing Date, the ASIG Entities are obligated to have a minimum amount of cash on hand as of the Closing (and Sellers are obligated to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Date and the amount of Required 103 Cash on hand at the ASIG Entities as of the Closing Date ("Cash Statement"). Sellers may review the books and records of all the ASIG Entities with respect to the preparation of the draft Cash Statement during normal business hours in conjunction with Sellers' review of Buyer's draft Net Assets Report and the draft Net Working Capital Report as contemplated by Section 4.2(a) of the Agreement. No later than 30 days following receipt of the draft Cash Statement, Sellers shall advise Buyer that Sellers either (i) agree with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(c) of the Agreement. Upon final determination of the Cash Statement, (x) if there was less cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then Sellers shall promptly pay in cash to Buyer the amount of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working Capital.

Cash Adjustment. In connection with the Closing and the consummation of the transactions contemplated under the SPA and this Agreement, the parties hereto agree that: (a) On the Closing Date, Assignee shall pay the ASIG Entities are obligated Purchase Price plus an amount equal to have a minimum $5,000,000, which is the estimated amount of aggregate cash on hand balances in the accounts of Cuming as of the Closing (and Sellers are obligated to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery close of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Date and the amount of Required 103 Cash business on hand at the ASIG Entities as of the Closing Date ("Cash Statement"the “Estimated Closing Date Cash”). Sellers may review . (b) Assignee, Cuming and the books and records of all the ASIG Entities with respect to the preparation Selling Stockholders agree that no funds will be disbursed from or otherwise withdrawn from any of the draft Cash Statement during normal business hours in conjunction with Sellers' review accounts of Buyer's draft Net Assets Report and the draft Net Working Capital Report as contemplated by Section 4.2(a) of the Agreement. No later than 30 days following receipt of the draft Cash Statement, Sellers shall advise Buyer that Sellers either (i) agree with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(c) of the Agreement. Upon final determination of the Cash Statement, (x) if there was less cash in the ASIG Entities' possession Cuming on the Closing Date than for the Required Cashbenefit of any of Assignee, then Sellers Cuming or the Selling Stockholders; provided, however, that nothing in this paragraph (b) shall promptly pay limit or restrict Cuming from making payments to bona fide third parties in cash the ordinary course of business. (c) On the first Business Day following the Closing (the “True-up Date”), Assignee shall deliver to Buyer the Stockholder Representative a statement of the actual amount of the shortfall from such Required Cash or (y) if there was more aggregate cash balances in the ASIG Entities' possession accounts of Cuming as of the close of business on the Closing Date as reflected in bank statements or similar records of account (the “Actual Closing Date Cash”), together with a copy of such statements or records. (d) In the event the amount of Estimated Closing Date Cash is greater than the Required amount of Actual Closing Date Cash, then the Buyer Purchase Price shall promptly pay in cash to Sellers be decreased by the amount of such excess of Estimated Closing Date Cash over Actual Closing Date Cash and the Required Selling Stockholders, jointly and severally, shall promptly, but no later than three (3) Business Days after the True-up Date, pay the amount of such decrease to Assignee. If, however, the amount of Actual Closing Date Cash is greater than the amount of Estimated Closing Date Cash, then the Purchase Price shall be increased by the amount of such excess of Actual Closing Date Cash over Estimated Closing Date Cash and Assignee shall promptly, but no later than three (or offset 3) Business Days after the True-up Date, pay the amount of such amount against amounts due increase to Buyer under Section 4.3 the Stockholder Representative for distribution to the Selling Stockholders in accordance with their pro rata ownership of the Agreement). The foregoing provision applies only Shares as set forth in Exhibit A to the determination SPA. (e) Any payment to be made by the Selling Stockholders, on the one hand, or Assignee, on the other hand, pursuant to clause (d) above will be made by wire transfer of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working Capitalimmediately available funds.

Cash Adjustment. On (a) Not later than five (5) Business Days prior to the Closing Date, the ASIG Entities are obligated to have Seller shall notify each bank at which a minimum amount of Target Company has a cash on hand as of the Closing (and Sellers are obligated to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities as account of the Closing Date and the amount request delivery of Required 103 Cash on hand at the ASIG Entities a statement setting forth such Target Company’s account balance as of the close of business on the Closing Date ("“Closing Statements”). (b) Not later than twenty (20) Business Days after the Closing Date, the Seller shall deliver to the Buyer a written statement (the “Cash Statement"”) accurately setting forth the Net Cash position of the Company as of the close of business on the Closing Date (the “Net Cash Amount”) and supporting documents, including copies of the original bank statements. The Cash Statement shall be based on the Closing Statements and prepared in accordance with the accounting principles outlined on Schedule 3.4(b) (the “Accounting Principles”). Sellers may review . (c) If the books and records of all Net Cash Amount is greater than $2,000,000 (such difference, the ASIG Entities with respect “Excess Cash”), the Buyer shall pay to the preparation Seller an amount equal to the Excess Cash. If the Net Cash Amount is less than $2,000,000 (such difference, the “Cash Shortfall”), the Seller shall pay to the Buyer an amount equal to the Cash Shortfall. (d) Any payments required to be made pursuant to Section 3.4(c) shall be made by wire transfer of immediately available funds to the account or accounts designated by the Buyer or the Seller, as the case may be, within five (5) calendar days after final determination of the draft Net Cash Statement during normal business hours in conjunction Amount. (e) If the Buyer disagrees with Sellers' review of Buyer's draft Net Assets Report and the draft Net Working Capital Report as contemplated by Section 4.2(a) Seller’s calculation of the Agreement. No later than 30 days following receipt Net Cash Amount, the Buyer shall notify the Seller in writing (the “Notice of Disagreement”) within twenty (20) Business Days after delivery of the draft Cash Statement, Sellers . The Notice of Disagreement shall advise Buyer that Sellers either (i) agree with specify those items or amounts as to which the Cash Statement or Seller disagrees and (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination set forth a reasonably detailed explanation of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for such dispute and the disagreement Buyer’s good faith calculation of the Net Cash Amount. (f) If the Seller and the Buyer cannot agree upon the Net Cash Amount, during the 15 fifteen (15) calendar days thereafter Sellers shall provide Buyer access to Sellers accountantsimmediately following delivery of the Notice of Disagreement, independent auditors the Seller and the related work papers for Buyer shall use commercially reasonable efforts to review reach agreement on the basis of such disagreementdisputed items or amounts in order to determine the Net Cash Amount. If after at the end of such 15 day, fifteen (15) calendar day period the parties Seller and the Buyer have been unable to agree upon a Net Cash Amount, Seller and the Buyer shall submit to the Independent Accounting Firm for review this Agreement, the Closing Statements, the Cash Statement and the Notice of Disagreement and the Independent Accounting Firm shall calculate the final Net Cash Amount. In making such calculation, the Independent Accounting Firm will review only those items and amounts specifically set forth and objected to in Notice of Disagreement and will resolve the dispute with respect to each such item and amount. Such review and resolution shall be based solely on the written submissions of the parties, the Closing Statements and the Accounting Principles (and not reached agreement on any independent review conducted by the Independent Accounting Firm). The Independent Accounting Firm shall deliver to the Buyer and the Seller, as promptly as practicable (but in any case no later than thirty (30) calendar days from the date of engagement of the Independent Accounting Firm), a report setting forth a calculation of the final Net Cash Amount, which amount shall not be less than the Net Cash Amount shown in the Seller’s calculation delivered pursuant to Section 3.4(b) nor more than the amount thereof shown in the Buyer’s statement delivered pursuant to Section 3.4(e). Such report shall be final and binding upon the Buyer and the Seller. The cost of such review and report shall be borne equally by the Buyer, on the one hand, and the Seller, on the other hand. (g) The Buyer and the Seller shall, and shall cause their respective representatives to, and the Buyer shall cause the Target Companies to, cooperate and assist in the preparation of the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(c) calculation of the Agreement. Upon final determination Net Cash Amount and the Notice of Disagreement and in the conduct of the Cash Statementreview referred to in this Section 3.4, (x) if there was less cash in including, without limitation, the ASIG Entities' possession on the Closing Date than the Required Cash, then Sellers shall promptly pay in cash to Buyer the amount of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only making available to the determination extent reasonably necessary of Required Cash as of the Closing Date books, records, work papers and not to the determination of Net Asset Value or Net Working Capitalpersonnel.

Cash Adjustment. On (a) At least two, but no more than five Business Days prior to the Closing Date, the ASIG Entities are obligated Seller shall deliver or cause to have be delivered to Purchaser a minimum amount certificate, in form reasonably satisfactory to Purchaser and executed by an executive officer of cash on hand as of the Closing (and Sellers are obligated to contribute any shortfall in such amount)Seller, as described in Sections 3.2setting forth Seller’s good-faith calculation, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Date of the Working Capital value allocable to the Business (“Estimated Working Capital Value”). (b) In the event that Accounts Payable included within Estimated Working Capital Value is more than […] (the “Maximum Liabilities Value”), then the Cash Amount shall be increased by the amount by which the Accounts Payable exceed the Maximum Liabilities Value (the “Additional Cash Amount”) on a Euro for Euro basis. (c) Within 60 days following the Closing Date, Seller will prepare and deliver to Purchaser a certificate executed by an executive officer of Seller, setting forth Seller’s calculation of the final Working Capital allocable to the business at the Closing (the “Closing Working Capital Value”). (d) Unless, within 30 days after delivery of the certificate to Purchaser pursuant to Section 2.6(b), Purchaser delivers to Seller a notice setting forth, in reasonable detail, any good faith dispute as to the Closing Working Capital Value and the amount basis for such dispute (a “Dispute Notice”), the Closing Working Capital Value shall be deemed accepted by Purchaser and shall be final and binding. (e) For 30 days after Seller’s receipt of Required 103 Cash a Dispute Notice, the parties hereto shall endeavor in good faith to resolve by mutual agreement such disagreement regarding the Closing Working Capital Value. If the parties are unable to resolve the matter within such 30-day period, Purchaser and Seller shall agree on hand at an independent accounting firm or have such selection made pursuant to the ASIG Entities rules of the ICC, as applicable, to resolve the dispute. Fees and expenses relating to the engagement of the reviewing accounting firm shall be borne equally by Seller and Purchaser, provided that, if the reviewing accounting firm determines that one party’s statement of the Working Capital value of the Business as of the Closing Date ("Cash Statement"). Sellers may review the books and records of all the ASIG Entities with respect to the preparation is entirely accurate, then such party shall pay none of the draft Cash Statement during normal business hours in conjunction with Sellers' review fees, costs and expenses of Buyer's draft Net Assets Report the reviewing accounting firm and the draft Net Working Capital Report other party shall pay all such fees, costs and expenses. (f) Purchaser and Seller shall instruct the reviewing accounting firm to resolve the disputed matters as contemplated by Section 4.2(a) of promptly as practicable. The parties hereto shall cooperate with each other and the Agreement. No later than 30 days following receipt of the draft Cash Statement, Sellers shall advise Buyer that Sellers either (i) agree reviewing accounting firm in connection with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process matters set forth in this Section 4.2(c) of 2.6, including by furnishing such information as may be reasonably requested. Each party hereto shall afford the Agreementother party the opportunity to participate in all communications with the reviewing accounting firm. Upon final The determination of the Cash Statementreviewing accounting firm shall be final and binding and no party shall seek recourse to courts, other tribunals or otherwise, other than to collect any amounts due under this Section 2.6. Judgment may be entered to enforce the reviewing accounting firm’s determination in any court having jurisdiction over the party against which such determination is to be enforced. (xg) if there was less cash Within 10 Business Days after the Closing Working Capital Value has been finally determined pursuant to this Section 2.6, in the ASIG Entities' possession on event that the Closing Date Working Back to Contents Capital Value includes Accounts Payable more than the Required CashMaximum Liabilities Value, then Sellers Seller shall promptly pay in cash to Buyer Purchaser the amount of by which the shortfall from such Required Cash or (y) if there was more cash Accounts Payable included in the ASIG Entities' possession on Closing Working Capital Value (starting at Euro one) is more than the Maximum Liabilities Value, provided, however, that if an Additional Cash Amount has been paid pursuant to Section 2.6(b), then Seller shall only be required to pay Purchaser the difference between the Accounts Payable included in the Closing Date than Working Capital Value and the Required Cash, then Accounts Payable included in the Buyer Estimated Working Capital Value. All payments under this Section 2.6 shall promptly pay be made by wire transfer of immediately available funds in cash Euros to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working Capitalan account designated by Purchaser in writing.

Cash Adjustment. On the Closing Date(i) Prior to Closing, the ASIG Entities are obligated to have a minimum amount of cash on hand as of the Closing (and Sellers are obligated to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer Parent shall prepare and deliver to Sellers Purchaser a draft statement reporting the cash held by the ASIG Entities as good faith estimate of the Closing Date and the amount of Required 103 Cash on hand at the ASIG Entities Adjustment Amount as of the Closing Date (the "Estimated Cash Adjustment Amount"). (ii) Within sixty (60) Business Days after Closing, Parent shall prepare and deliver to Purchaser a good faith calculation of the Cash Adjustment Amount (the "Cash StatementCalculation"). (iii) After Purchaser's receipt of the Cash Calculation, the Cash Adjustment Amount shall be finalized by utilizing the same procedures and mechanics used to finalize Working Capital pursuant to Sections 2.4(b)(iv) and (v) above. (iv) If the Cash Adjustment Amount as finally determined pursuant to Section 2.4(d)(iii) above is greater than the Estimated Cash Adjustment Amount, then Purchaser shall submit a claim for such excess against the PPA Amount, if any, then being held pursuant to the Escrow Agreement. Sellers may review If the books PPA Amount is insufficient to cover the amounts due under this Section 2.4(d)(iv), then the Seller Parties shall pay to Purchaser such amounts due under this Section 2.4(d)(iv) and records of all not covered by the ASIG Entities PPA Amount. Any payment under this Section 2.4(d)(iv) shall be made within two (2) Business Days after the claim therefor is delivered to Parent in accordance with respect this Section 2.4(d)(iv). (v) If the Cash Adjustment Amount as finally determined pursuant to Section 2.4(d)(iii) above is less than the Estimated Cash Adjustment Amount, then Parent shall submit a claim to Purchaser for the amount equal to the amount by which the Estimated Cash Adjustment Amount is more than the Cash Adjustment Amount. Any payment under this Section 2.4(d)(v) shall be made within two (2) Business Days after the claim therefor is delivered to Purchaser in accordance with this Section 2.4(d)(v). (vi) During the preparation of the draft Cash Statement during Calculation and the period of any review or dispute within the contemplation of this Section 2.4(d), each of the Parties shall (i) provide the other and their authorized representatives (including their respective auditors) with reasonable access at reasonable times, and in a manner so as not to interfere in any material respect with normal business hours in conjunction with Sellers' review operations, to all relevant books, records, work papers, information and employees, and (ii) cooperate fully for the preparation, calculation and reviews of Buyer's draft Net Assets Report the Cash Calculation or for the resolution of any dispute relating thereto. 6. Each of Sections 3.1(a) and the draft Net Working Capital Report as contemplated by Section 4.2(a3.2(a) of the Agreement. No later than 30 days following receipt of the draft Cash StatementPurchase Agreement is deleted in its entirety and replaced, Sellers shall advise Buyer that Sellers either (i) agree in each case, with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17phrase "Intentionally Omitted." 7. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(c3.1(b) of the Agreement. Upon final determination of Purchase Agreement is deleted and replaced with the Cash Statement, (x) if there was less cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then Sellers shall promptly pay in cash to Buyer the amount of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working Capital.following:

Cash Adjustment. On The Sellers and the Buyer have agreed to ---- ---------- make a net cash payment following the Closing Date, as follows: (a) During the ASIG Entities are obligated to have a minimum amount period between the close of cash business on hand as of the Closing (and Sellers are obligated to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Cut-Off Date and the amount close of Required 103 Cash business on hand at the ASIG Entities as of the Closing Date (the "Cash StatementInterim Period"), the Sellers shall advance to the Purchased Business ------- ------ its cash requirements in accordance with past practices and shall cause to be paid in the ordinary course, consistent with past practice, all checks written on behalf of the Purchased Business. During the Interim Period, (i) all cash advanced or paid by the Sellers may review for use in the books and records of all the ASIG Entities Purchased Business, other than cash advanced or paid with respect to the preparation any of the draft Cash Statement Excluded RECI Assets, the Distributed Assets or Indemnified Projects or in satisfaction of any amount that, if outstanding at Closing, would have been a Specified Seller Liability (other than amounts referred to in Schedule 4.3(a) as provided in paragraph (b) -------- ------ below, ordinary course payments of expenses under the East Side Reservoir Project Agreements (as defined in Article 14), ordinary course payment of benefit obligations and all Taxes paid during normal business hours in conjunction the Interim Period with Sellers' review of Buyer's draft Net Assets Report respect to Taxes attributable to the Interim Period ("Interim Taxes") (collectively, the "Reimbursable SSLs")), shall be ------- ----- ------------ ---- charged to the Buyer and (ii) all cash transferred by the draft Net Working Capital Report as contemplated by Section 4.2(a) Purchased Business to or for the benefit of the Agreement. No later Sellers, other than 30 days following receipt cash related to any of the draft Cash StatementExcluded RECI Assets (other than RR Assets), Sellers shall advise Buyer that Sellers either the Distributed Assets, the Indemnified Projects or the Retained Claims and without duplicating any amounts referred to in the parenthetical in clause (i) agree above, all cash distributed in an amount equal to all Interim Taxes, shall be charged to the Sellers. In addition, (i) all payments made directly by the Sellers during the Interim Period on behalf of or for the benefit of the Purchased Business, other than any payments made with respect to any of the Cash Statement Excluded RECI Assets (other than RR Assets), the Distributed Assets or Indemnified Projects or in satisfaction of any amount that, if outstanding at Closing, would have been a Specified Seller Liability (other than Reimbursable SSLs), shall be charged to the Buyer, and (ii) all payments made directly by any RECI Subsidiary during the Interim Period on behalf of or for the benefit of the Sellers, other than in satisfaction of any amount that, if outstanding at Closing, would have proposed modifications been a Specified Buyer Liability (other than Reimbursable SSLs), shall be charged to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as Sellers. (b) The sum of the Closing Date was not amounts referred to in conformity clause (i) of each of the two immediately preceding sentences, together with the requirements intercompany allocations listed on Schedule 4.3 (a) incurred during the -------- ------ Interim Period, is referred to as the "Advanced Cash" and the sum of Sections 8.15 and/or 8.17. If Sellers agree with -------- ---- the draft Cash Statement, such statement shall be deemed amounts referred to be final for purposes in clause (ii) of each of the Agreement. If Sellers do not agree with two immediately preceding sentences is referred to as the draft Cash Statement"Withdrawn Cash", Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement --------- ---- difference between the parties shall be resolved in accordance with Advanced Cash and Withdrawn Cash is referred to as the process set forth in Section 4.2(c) of the Agreement"Net Transferred Cash". Upon final determination of the Cash Statement, (x) if there was less cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then Sellers shall promptly pay in cash to Buyer the amount of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working Capital.--- ----------- ----

Cash Adjustment. On (a) The Parties agree and acknowledge that, on the Closing Date, (i) Xxxxx Freight has purchased the ASIG Entities are obligated Redeemed Shares from Xxx Xxxxx and the LLCs have distributed to have a minimum the respective members of each LLC (the “Cash Sweep”) an aggregate amount of in cash on hand as of equal to $[*] (the Closing (and Sellers are obligated to contribute any shortfall in such amount“Cash Sweep Amount”), as described in Sections 3.2, 8.15 and 8.17 which Cash Sweep Amount is an amount no greater than the product of ("Required Cash"). In conjunction with the preparation and delivery x) [*]% multiplied by (y) Sellers’ good faith estimate of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Date and the amount of Required 103 Effective Time Net Cash on hand at (for the ASIG Entities as avoidance of doubt, including the Closing Date Regions CD), and ("Cash Statement"). Sellers may review ii) Xxxxx Freight has retained the books Regions CD and records of all the ASIG Entities has not included any amounts with respect to the preparation Regions CD in the Cash Sweep Amount (b) Within 120 days after the Closing Date, Buyer and Seller Representative shall cooperate in good faith to attempt to agree upon the amount of Effective Time Net Cash (and all discussions related thereto shall, unless otherwise agreed in writing by Buyer and Seller Representative, be governed by Rule 408 of the draft Federal Rules of Evidence (and any applicable similar state rule)). If Buyer and Seller Representative are unable to agree upon the amount of Effective Time Net Cash Statement during normal business hours in conjunction within such 120 day period, then Buyer and Seller Representative will retain Lattimore, Black, Xxxxxx and Xxxx, P.C. (the “Cash Auditor”) to resolve the dispute regarding the amount of Effective Time Net Cash. In connection with Sellers' review of Buyer's draft Net Assets Report and the draft Net Working Capital Report as contemplated by Section 4.2(a) retention of the AgreementCash Auditor, Buyer and Seller Representative shall each be required to submit to the Cash Auditor their respective estimates of the amount of Effective Time Net Cash, together with reasonable supporting documentation. No later than Buyer and Seller Representative shall instruct the Cash Auditor to [*] Please refer to footnote 1 on page 1 of this Exhibit 2.3 resolve the dispute as soon as practicable, and in any event within 30 days following receipt the submission of the draft dispute to the Cash StatementAuditor, Sellers and Buyer, Sellers, Seller Representative and their respective agents and representatives shall advise Buyer that Sellers either (i) agree cooperate with the Cash Statement Auditor during its engagement. In resolving the dispute regarding the amount of Effective Time Net Cash, the Cash Auditor may not assign a value to any particular line item greater than the highest value for such item claimed by either Buyer or Seller Representative or less than the lowest value for such item claimed by either Buyer or Seller Representative. The Cash Auditor’s determination shall be based solely on the written submissions by Buyer and Seller Representative (iii.e., not on an independent review) have proposed modifications and the definitions and other terms included herein. In resolving the amount of Effective Time Net Cash, Buyer, Sellers and Seller Representative will not engage in discovery and no arbitration hearing will be held. The fees and expenses of the Cash Auditor shall be borne 50% by Buyer and 50% by Sellers. Upon the agreement of Buyer and Seller Representative of the amount of Effective Time Net Cash (or, in the event that Buyer and Seller Representative submit a dispute regarding the amount of Effective Time Net Cash to the draft Cash StatementAuditor, but only on upon the basis that Cash Auditor’s determination thereof), the determination amount (whether positive or negative) equal to (x) the amount of Required Effective Time Net Cash on hand at minus (y) the ASIG Entities as Cash Sweep Amount shall be the “Cash Adjustment Amount,” and the absolute value of the Closing Date was not in conformity with Cash Adjustment Amount is hereinafter referred to as the requirements of Sections 8.15 and/or 8.17. “Adjustment Payment”. (c) If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash StatementAdjustment Amount is a positive number, then Buyer shall (or shall cause the disagreement between Companies to), within five Business Days following the parties shall be resolved in accordance with the process set forth in Section 4.2(c) of the Agreement. Upon final determination of the Cash StatementAdjustment Amount, deliver to Seller Representative the Adjustment Payment by wire transfer of immediately available funds to the account or accounts designated by Seller Representative. (xd) if there was less cash in If the ASIG Entities' possession on the Closing Date than the Required CashCash Adjustment Amount is a negative number, then Sellers shall promptly pay in cash shall, on a joint and several basis, within five Business Days following the determination of the Cash Adjustment Amount, deliver to Buyer the amount Adjustment Payment by wire transfer of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only immediately available funds to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working Capitalaccount designated by Buyer.

Cash Adjustment. On The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Cash (as hereinafter defined) is less than the Cash Threshold (as hereinafter defined) on the Closing Date, Date (the ASIG Entities are obligated to have a minimum amount of cash on hand as of the Closing (and Sellers are obligated to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required CashCash Amount"). In conjunction with The Seller's Cash shall mean the preparation Seller's cash and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers cash equivalents, including any bank overdraft, which shall be a draft statement reporting subtraction from the cash held by the ASIG Entities as of and cash equivalents. The Cash Threshold shall mean (i) $35,000 if the Closing Date is on or after the 10th of any month or (ii) if the Closing Date is prior to the 10th of any month, an amount equal to $125,000 (minus $125,000) plus any cash receipts by the Seller from the 1st of the month in which Closing occurs through and including the day prior to Closing. Promptly following the Closing, the Purchaser agrees to cause the Accountants to verify the amount of Required 103 the Seller's Cash on hand at the ASIG Entities as of the Closing Date (the "Closing Cash StatementAmount"). Sellers may review The Accountants shall issue a report as to their determination of the Closing Cash Amount (the "Accountants' Cash Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' Cash Report to the Seller no later than sixty (60) days following the Closing Date. The determination of the Closing Cash Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' Cash Report within fifteen (15) days following the receipt of the Accountants' Cash Report. The Seller's objection, if any, to the Accountants' Cash Report (the "Seller's Cash Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' Cash Report and the Seller's calculation of the Closing Cash Amount. Within ten (10) days after receipt of the Seller's Cash Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, which notification shall set forth in reasonable detail the adjustments, if any, made by the Seller which the Purchaser continues to dispute (the "Purchaser's Cash Response Notice"). If the Seller does not object to the Accountants' Cash Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' Cash Report, then the adjustment based on the then final Closing Cash Amount (the "Final Cash Amount"), if any, shall be paid by Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Seller objects to the Accountants' Cash Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the Closing Cash Amount and the Final Cash Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount discussed above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all the ASIG Entities with respect to the preparation of the draft Cash Statement during normal business hours in conjunction with Sellers' review costs and expenses of Buyer's draft Net Assets Report such independent accounting firm, and if the draft Net Working Capital Report as contemplated parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by Section 4.2(a) the President of the Agreement. No later than 30 days following receipt Philadelphia office of the draft Cash Statement, Sellers shall advise Buyer that Sellers either (i) agree with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(c) of the Agreement. Upon final determination of the Cash Statement, (x) if there was less cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then Sellers shall promptly pay in cash to Buyer the amount of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working CapitalAmerican Arbitration Association.

Cash Adjustment. On As soon as practicable but in no event later than thirty (30) days after the Effective Time, Parent shall deliver to the Securityholders’ Representative a statement (the “Cash Statement”) of the Closing Date, the ASIG Entities are obligated to have a minimum amount of cash on hand Cash as of the Closing (Adjustment Time based on the actual Cash and Sellers are obligated to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities Cash Equivalent account balances as of the Closing Date and the amount of Required 103 Cash on hand at the ASIG Entities as Adjustment Time of the Company and each of its Subsidiaries (the “Final Closing Date ("Cash Statement"). Sellers may review Amount”) reflected on the books Company’s and records of all the ASIG Entities with respect it Subsidiaries’ account statements, which shall be made available to the preparation Securityholders’ Representative. The terms of the draft Cash Statement during normal business hours in conjunction with Sellers' review of Buyer's draft Net Assets Report and the draft Net Working Capital Report as contemplated by Section 4.2(a2.09(f) of the Agreement. No later than 30 days following receipt of the draft Cash Statementshall apply mutatis mutandis, Sellers shall advise Buyer provided, that Sellers either for such purpose, references therein to (i) agree with the Working Capital Statement shall mean Cash Statement or and (ii) have proposed modifications to Final Working Capital shall mean Final Closing Cash Amount. If the draft Final Closing Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of Amount is less than the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(c) of the Agreement. Upon final determination of the Cash Statement, (x) if there was less cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then Sellers shall promptly pay in cash to Buyer the amount of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer Aggregate Company Share Consideration will be adjusted downward by the amount of such shortfall (the “Downward Cash Adjustment Amount”), such amount to be paid by the Securityholders’ Representative within two (2) Business Days after the Final Closing Cash Amount is finally determined to Parent out of the Securityholders’ Representative Reserve. To the extent the Downward Cash Adjustment Amount exceeds the Securityholders’ Representative Reserve, such excess shall promptly pay in cash be paid to Sellers Parent out of the Escrow Funds. If the Final Closing Cash Amount is greater than the Closing Cash, then the Aggregate Company Share Consideration will be adjusted upward by the amount of such excess over (the Required “Upward Cash (or offset such amount against amounts due Adjustment Amount”) and Parent shall pay to Buyer under Section 4.3 the Securityholders’ Representative, on behalf of the Agreement)Securityholders, by wire transfer of immediately available funds, to an account designated by the Securityholders’ Representative, an amount in cash equal to the Upward Cash Adjustment Amount. The foregoing provision applies only Upward Cash Adjustment Amount shall be paid by Parent to the determination of Required Cash as Securityholders’ Representative, on behalf of the Securityholders, within two (2) Business Days after the Final Closing Date Cash Amount is finally determined to Securityholders’ Representative, and not the Securityholders’ Representative shall pay a proportionate amount to each of the determination holders of Net Asset Value or Net Working CapitalCompany Common Shares (other than any holder of Company Common Shares to be canceled pursuant to Section 2.06(c) and Dissenting Company Shares) in accordance with this Agreement.

Cash Adjustment. On (a) At least two, but no more than five Business Days prior to the Closing Date, the ASIG Entities are obligated Seller shall deliver or cause to have be delivered to Purchaser a minimum amount certificate, in form reasonably Back to Contents satisfactory to Purchaser and executed by an executive officer of cash on hand as of the Closing (and Sellers are obligated to contribute any shortfall in such amount)Seller, as described in Sections 3.2setting forth Seller’s good-faith calculation, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Date of the Working Capital value allocable to the Business (“Estimated Working Capital Value”). (b) In the event that Accounts Payable included within Estimated Working Capital Value is more than [. . .] (the “Maximum Liabilities Value”), then the Cash Amount shall be increased by the amount by which the Accounts Payable exceed the Maximum Liabilities Value (the “Additional Cash Amount”) on a Euro for Euro basis. (c) Within 60 days following the Closing Date, Seller will prepare and deliver to Purchaser a certificate executed by an executive officer of Seller, setting forth Seller’s calculation of the final Working Capital allocable to the business at the Closing (the “Closing Working Capital Value”). (d) Unless, within 30 days after delivery of the certificate to Purchaser pursuant to Section 2.6(b), Purchaser delivers to Seller a notice setting forth, in reasonable detail, any good faith dispute as to the Closing Working Capital Value and the amount basis for such dispute (a “Dispute Notice”), the Closing Working Capital Value shall be deemed accepted by Purchaser and shall be final and binding. (e) For 30 days after Seller’s receipt of Required 103 Cash a Dispute Notice, the parties hereto shall endeavor in good faith to resolve by mutual agreement such disagreement regarding the Closing Working Capital Value. If the parties are unable to resolve the matter within such 30-day period, Purchaser and Seller shall agree on hand at an independent accounting firm or have such selection made pursuant to the ASIG Entities rules of the ICC, as applicable, to resolve the dispute. Fees and expenses relating to the engagement of the reviewing accounting firm shall be borne equally by Seller and Purchaser, provided that, if the reviewing accounting firm determines that one party’s statement of the Working Capital value of the Business as of the Closing Date ("Cash Statement"). Sellers may review the books and records of all the ASIG Entities with respect to the preparation is entirely accurate, then such party shall pay none of the draft Cash Statement during normal business hours in conjunction with Sellers' review fees, costs and expenses of Buyer's draft Net Assets Report the reviewing accounting firm and the draft Net Working Capital Report other party shall pay all such fees, costs and expenses. (f) Purchaser and Seller shall instruct the reviewing accounting firm to resolve the disputed matters as contemplated by Section 4.2(a) of promptly as practicable. The parties hereto shall cooperate with each other and the Agreement. No later than 30 days following receipt of the draft Cash Statement, Sellers shall advise Buyer that Sellers either (i) agree reviewing accounting firm in connection with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process matters set forth in this Section 4.2(c) of 2.6, including by furnishing such information as may be reasonably requested. Each party hereto shall afford the Agreementother party the opportunity to participate in all communications with the reviewing accounting firm. Upon final The determination of the Cash Statementreviewing accounting firm shall be final and binding and no party shall seek recourse to courts, other tribunals or otherwise, other than to collect any amounts due under this Section 2.6. Judgment may be entered to enforce the reviewing accounting firm’s determination in any court having jurisdiction over the party against which such determination is to be enforced. (xg) if there was less cash Within 10 Business Days after the Closing Working Capital Value has been finally determined pursuant to this Section 2.6, in the ASIG Entities' possession on event that the Closing Date Working Capital Value includes Accounts Payable more than the Required CashMaximum Liabilities Value, then Sellers Back to Contents Seller shall promptly pay in cash to Buyer Purchaser the amount of by which the shortfall from such Required Cash or (y) if there was more cash Accounts Payable included in the ASIG Entities' possession on Closing Working Capital Value (starting at Euro one) is more than the Maximum Liabilities Value, provided, however, that if an Additional Cash Amount has been paid pursuant to Section 2.6(b), then Seller shall only be required to pay Purchaser the difference between the Accounts Payable included in the Closing Date than Working Capital Value and the Required Cash, then Accounts Payable included in the Buyer Estimated Working Capital Value. All payments under this Section 2.6 shall promptly pay be made by wire transfer of immediately available funds in cash Euros to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working Capitalan account designated by Purchaser in writing.

Cash Adjustment. On the Closing Date, the ASIG Entities are obligated to have a minimum amount 4.1 The provisions of cash on hand as of the Closing (and Sellers are obligated to contribute any shortfall schedule 8 shall apply in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Date and the amount of Required 103 Cash on hand at the ASIG Entities as of the Closing Date ("Cash Statement"). Sellers may review the books and records of all the ASIG Entities with respect relation to the preparation of the draft Final Net Cash Statement. 4.2 The Principal Seller Consideration Cash shall be adjusted following Completion as follows: (a) if the Final Net Cash Position exceeds the Preliminary Net Cash Position, by adding the amount by which the Final Net Cash Position exceeds the Preliminary Net Cash Position; and (b) if the Final Net Cash Position is less than the Preliminary Net Cash Position, by deducting the amount by which the Final Net Cash Position is less than the Preliminary Net Cash Position. 4.3 Within ten Business Days following the day on which the Final Net Cash Statement during normal business hours is agreed or determined in conjunction accordance with schedule 8: (a) if the Final Net Cash Position exceeds the Preliminary Net Cash Position: (i) the Purchaser shall pay in cash by way of electronic transfer for same day value to the Sellers' review ’ Solicitor’s Account for the benefit of Buyer's draft Net Assets Report and the draft Net Working Capital Report as contemplated by Section 4.2(aSellers in the proportions set opposite their respective names in column (K) of the Agreement. No later than 30 days following receipt of the draft Cash Statement, Sellers shall advise Buyer that Sellers either (i) agree with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(c) of the Agreement. Upon final determination of the Cash Statement, (x) if there was less cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then Sellers shall promptly pay in cash to Buyer Allocation Schedule the amount of the shortfall from such Required adjustment to the Principal Seller Consideration Cash or calculated pursuant to subclause 4.2(a); and (yii) the Purchasers’ Solicitors shall pay the Cash Adjustment Balance by electronic transfer to the Sellers’ Solicitors’ Account; or (b) if there was more cash the Final Net Cash Position is less than the Preliminary Net Cash Position the Sellers shall pay, apportioned among them in the ASIG Entities' possession on proportions set opposite their respective names in column (K) of the Closing Date than Allocation Schedule, to the Required Cash, then the Buyer shall promptly pay in cash to Sellers Purchaser the amount of such excess over the Required adjustment to the Principal Seller Consideration Cash calculated pursuant to subclause 4.2(b). 4.4 To the extent possible, any payment required pursuant to subclause 4.3(b) shall be satisfied by the Cash Adjustment Balance (or offset including any interest accrued thereon), and the Purchaser’s Solicitors shall be authorised to reduce the Cash Adjustment Balance by the amount of the adjustment calculated pursuant to subclause 4.2(b) and to pay such amount against amounts due to Buyer under Section 4.3 the Purchaser in which case, for the avoidance of doubt, the liability (if any) of the Agreement). The foregoing provision applies only Sellers to pay any amount required pursuant to subclause 4.2(b) shall be limited to the determination amount by which the payment required pursuant to subclause 4.2(b) exceeds the Cash Adjustment Balance (aggregated with any interest accrued thereon). 4.5 Within five Business Days of Required all payments required pursuant to subclause 4.3 having been made, the Purchaser’s Solicitors shall pay any remaining Cash as of the Closing Date and not Adjustment Balance (subject to any reduction pursuant to subclause 4.4 but together with any interest received on such Cash Adjustment Balance) to the determination of Net Asset Value or Net Working CapitalSellers’ Solicitors’ Account.

Cash Adjustment. On The Purchase Price shall be further adjusted upward on a dollar-for-dollar basis by the amount of any Cash held by the Company as of the Business Day before the Closing DateDate as set forth below: (i) Within two (2) Business Days prior to the Closing, the ASIG Entities are obligated Sellers shall cause the Company to prepare and deliver to Buyer an officer’s certificate of the Company that contains a good faith and reasonable best estimate of the Cash of the Company as of the close of business on the Business Day before the Closing Date (“Estimated Closing Date Cash”), which Estimated Closing Date Cash shall be prepared using the same methodologies provided for in Section 2.3.1(i). The Purchase Price payable to the Sellers at the Closing pursuant to Section 2.2 shall be increased by an amount equal to the Estimated Closing Date Cash (the “Estimated Closing Date Cash Adjustment”). (ii) The Estimated Closing Date Cash shall be reconciled after the Closing Date using the same methodologies provided for in Section 2.3.1(ii) to determine the actual Cash as of the Business Day before the Closing Date (“Closing Date Cash Calculation”). (iii) The mechanisms for dispute resolution provided for in Section 2.3.1 shall also govern any dispute as to the Closing Date Cash Calculation. (iv) If the Estimated Closing Date Cash exceeds the Closing Date Cash Calculation, then Buyer shall have the right to be paid out of the Adjustment Escrow, within five (5) Business Days of a minimum final determination by the Accounting Arbitrator or expiration of the thirty (30) day period for the Seller Representative to deliver an Objection Notice, an amount of cash on hand equal to the amount by which the Estimated Closing Date Cash exceeds the Closing Date Cash Calculation, together with interest thereon at the Prime Rate (as of the Closing Date) from the Closing Date to and including the date of payment. If the Closing Date Cash Calculation exceeds the Estimated Closing Date Cash, then Buyer shall pay to the Seller Representative on behalf of the Sellers by wire transfer of immediately available funds, within five (and Sellers are obligated 5) Business Days of a final determination by the Accounting Arbitrator or expiration of the thirty (30) day period for the Seller Representative to contribute any shortfall in deliver an Objection Notice, an amount equal to the amount by which the Closing Date Cash Calculation exceeds the Estimated Closing Date Cash (Buyer to pay each Seller his or its pro rata share of such amountshortfall), as described in Sections 3.2, 8.15 and 8.17 together with interest thereon at the Prime Rate ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Date and the amount of Required 103 Cash on hand at the ASIG Entities as of Date) from the Closing Date ("Cash Statement"). Sellers may review to and including the books and records date of all the ASIG Entities with respect to the preparation of the draft Cash Statement during normal business hours in conjunction with Sellers' review of Buyer's draft Net Assets Report and the draft Net Working Capital Report as contemplated by Section 4.2(a) of the Agreement. No later than 30 days following receipt of the draft Cash Statement, Sellers shall advise Buyer that Sellers either (i) agree with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(c) of the Agreement. Upon final determination of the Cash Statement, (x) if there was less cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then Sellers shall promptly pay in cash to Buyer the amount of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working Capitalpayment.

Cash Adjustment. On The Closing Payment shall be adjusted upward on a dollar-for-dollar basis by the Closing Date, the ASIG Entities are obligated to have a minimum amount of cash on hand as of the Closing (and Sellers are obligated to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery of the Net Asset Report and Net Working Capital Report pursuant to Section 4.1 and Section 4.2. Buyer and deliver to Sellers a draft statement reporting the cash Cash held by the ASIG Entities Acquired Companies as of the Closing Date as set forth below: (a) Within three (3) Business Days prior to the Closing, the Sellers shall prepare and deliver to Buyer a certificate that contains a good faith and reasonable best estimate of the amount Cash of Required 103 the Acquired Companies as of the close of business on the Closing Date (collectively, the “Estimated Closing Date Cash”), which Estimated Closing Date Cash on hand shall be prepared using the same methodologies provided for in Section 1.5(a). The Closing Payment payable to the Sellers at the ASIG Entities Closing pursuant to Section 1.4 shall be increased by an amount equal to the Estimated Closing Date Cash. (b) The Estimated Closing Date Cash shall be reconciled after the Closing Date using the same methodologies provided for in Section 1.5(b) to determine the actual Cash as of the Business Day before the Closing Date (the “Closing Date Cash Calculation”). (c) The mechanisms for dispute resolution provided for in Section 1.5 shall also govern any dispute as to the Closing Date Cash Calculation. (d) Subject to Section 1.8, if the Estimated Closing Date Cash exceeds the Closing Date Cash Calculation, then Buyer shall have the right to be paid an amount equal to the full amount by which the Estimated Closing Date Cash exceeds the Closing Date Cash Calculation, together with interest thereon at the Prime Rate (as of the Closing Date) from the Closing Date to and including the date of payment. ("e) Subject to Section 1.8, if the Closing Date Cash Statement"). Calculation exceeds the Estimated Closing Date Cash, then Buyer shall pay to Sellers may review the books and records in proportion to their Pro Rata Shares by wire transfer of all the ASIG Entities with respect immediately available funds an amount equal to the preparation of amount by which the draft Closing Date Cash Statement during normal business hours in conjunction Calculation exceeds the Estimated Closing Date Cash, together with Sellers' review of Buyer's draft Net Assets Report and the draft Net Working Capital Report as contemplated by Section 4.2(a) of the Agreement. No later than 30 days following receipt of the draft Cash Statement, Sellers shall advise Buyer that Sellers either (i) agree with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand interest thereon at the ASIG Entities Prime Rate (as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(cDate) of the Agreement. Upon final determination of the Cash Statement, (x) if there was less cash in the ASIG Entities' possession on from the Closing Date than the Required Cash, then Sellers to and including date of payment. (f) Any adjustment amount due under this Section 1.6 shall promptly pay in cash be paid pursuant to Buyer the amount of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on Section 1.8. The Parties shall treat any payments made pursuant to this Section 1.6 as an adjustment to the Closing Date than Payment and the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working CapitalPurchase Price for all purposes.

Cash Adjustment. On (a) The Parties agree and acknowledge that, on or prior to the Closing Date, the ASIG Entities are obligated Companies have distributed to have a minimum Sellers (the “Cash Sweep”) an aggregate amount in cash equal to $[*] (the “Cash Sweep Amount”), which Cash Sweep Amount is equal to the product of (x) [*]% multiplied by (y) Sellers’ good faith estimate of the amount of cash on hand as Effective Time Net Cash. (b) Within 90 days after the Closing Date, the Seller Representative shall prepare and deliver to Buyer a reasonably detailed statement setting forth the Seller Representative’s calculation of Effective Time Net Cash, which shall be accompanied by reasonable supporting details and work papers. The Seller Representative and its representatives shall be given prompt and reasonable access to all of the Closing Companies’ and their accountants’ books and records (including working papers, schedules and Sellers are obligated calculations) reasonably related to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required Cash"). In conjunction with the preparation and delivery Seller Representative’s calculation of the Effective Time Net Asset Report Cash. The Seller Representative and its representatives may make inquiry of Buyer, the Companies and their representatives regarding the calculation of Effective Time Net Working Capital Report pursuant Cash, and Buyer shall and shall cause the Companies to Section 4.1 cooperate and Section 4.2promptly respond to such inquiries. Buyer and deliver Seller Representative shall cooperate in good faith to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Date and attempt to agree upon the amount of Required 103 Effective Time Net Cash on hand at the ASIG Entities as (and all discussions related thereto shall, unless otherwise agreed in writing by Buyer and Seller Representative, be governed by Rule 408 of the Closing Date Federal Rules of Evidence ("Cash Statement"and any applicable similar state rule)). Sellers may review If Buyer and Seller Representative are unable to agree upon the books amount of Effective Time Net Cash within the 30 day period following the Seller Representative’s delivery of such statement, then Buyer and records of all the ASIG Entities with respect to the preparation of the draft Cash Statement during normal business hours in conjunction with Sellers' review of Buyer's draft Net Assets Report Seller Representative will retain an independent, nationally recognized accounting firm mutually agreed upon by Buyer and the draft Net Working Capital Report as contemplated by Section 4.2(a) of the Agreement. No later than 30 days following receipt of the draft Cash StatementSeller Representative (or, Sellers shall advise if Buyer that Sellers either (i) agree with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers and Seller Representative do not agree with five days following such 30 day period, BDO USA, LLP) (the draft “Cash StatementAuditor”) to resolve the dispute regarding the amount of Effective Time Net Cash. In connection with the [*] Please refer to footnote 1 on page 1 of this Exhibit 2.5 retention of the Cash Auditor, Buyer and Seller Representative shall each be required to submit to the Cash Auditor their respective estimates of the amount of Effective Time Net Cash, together with reasonable supporting documentation. Buyer and Seller Representative shall instruct the Cash Auditor to resolve the dispute as soon as practicable, and in any event within 30 days following the submission of the dispute to the Cash Auditor, and Buyer, Sellers, Seller Representative and their respective agents and representatives shall cooperate with the Cash Auditor during its engagement. In resolving the dispute regarding the amount of Effective Time Net Cash, the Cash Auditor may not assign a value to any particular line item greater than the highest value for such item claimed by either Buyer or Seller Representative or less than the lowest value for such item claimed by either Buyer or Seller Representative. The Cash Auditor’s determination shall be based solely on the written submissions by Buyer and Seller Representative (i.e., not on an independent review) and the definitions and other terms included herein. In resolving the amount of Effective Time Net Cash, Buyer, Sellers and Seller Representative will not engage in discovery and no arbitration hearing will be held. The fees and expenses of the Cash Auditor shall provide written notice be borne 50% by Buyer and 50% by Sellers. Upon the agreement of Buyer and Seller Representative upon the amount of Effective Time Net Cash (or, in the event that Buyer and Seller Representative submit a dispute regarding the amount of Effective Time Net Cash to Buyer setting forth the basis for Cash Auditor, upon the disagreement and during Cash Auditor’s determination thereof), the 15 days thereafter Sellers amount (whether positive or negative) equal to (x) the amount of Effective Time Net Cash minus (y) the Cash Sweep Amount shall provide Buyer access to Sellers accountants, independent auditors be the “Cash Adjustment Amount,” and the related work papers for Buyer to review the basis absolute value of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash StatementAdjustment Amount is hereinafter referred to as the “Adjustment Payment”. (c) If the Cash Adjustment Amount is a positive number, then Buyer shall (or shall cause the disagreement between Companies to), within five Business Days following the parties shall be resolved in accordance with the process set forth in Section 4.2(c) of the Agreement. Upon final determination of the Cash StatementAdjustment Amount, deliver to Seller Representative (xfor distribution to Sellers) if there was less cash in the ASIG Entities' possession on Adjustment Payment by wire transfer of immediately available funds to the Closing Date than account or accounts designated by Seller Representative. (d) If the Required CashCash Adjustment Amount is a negative number, then Sellers shall promptly pay in cash shall, on a joint and several basis, within five Business Days following the determination of the Cash Adjustment Amount, deliver to Buyer the amount Adjustment Payment by wire transfer of immediately available funds to the account designated by Buyer. (e) The parties agree the Seller Representative and any of the shortfall from such Required Cash Sellers and their Affiliates may engage Xxxx, Xxxxx & Xxxxxx, LLC and Bass, Xxxxx & Xxxx, PLC and their respective Affiliates to advise or (y) if there was more cash represent them in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to connection with the determination of Required the Effective Time Net Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working Capitaladdressed by this Section 2.3.

Cash Adjustment. On The Base Purchase Price shall be further reduced, at Closing, by $1.00 for each $1.00 that the Company's Cash (as hereinafter defined) is less than $35,000 on the Closing Date, Date (the ASIG Entities are obligated to have a minimum amount of cash on hand as of the Closing (and Sellers are obligated to contribute any shortfall in such amount), as described in Sections 3.2, 8.15 and 8.17 ("Required CashCash Amount"). In conjunction with The Company's Cash shall mean the preparation Company's cash and delivery of cash equivalents. Promptly following the Net Asset Report and Net Working Capital Report pursuant Closing, the Purchaser agrees to Section 4.1 and Section 4.2. Buyer and deliver cause the Accountants to Sellers a draft statement reporting the cash held by the ASIG Entities as of the Closing Date and verify the amount of Required 103 the Company's Cash on hand at the ASIG Entities as of the Closing Date (the "Closing Cash StatementAmount"). The Accountants shall issue a report as to their determination of the Closing Cash Amount (the "Accountants' Cash Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' Cash Report to the Sellers may review no later than sixty (60) days following the Closing Date. The determination of the Closing Cash Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Sellers shall object to the Accountants' Cash Report within fifteen (15) days following the receipt of the Accountants' Cash Report. The Sellers' objection, if any, to the Accountants' Cash Report (the "Sellers' Cash Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' Cash Report and the Sellers' calculation of the Closing Cash Amount. Within ten (10) days after receipt of the Sellers' Cash Objection, the Purchaser will notify the Sellers whether it accepts or disputes the Sellers' adjustments, which notification shall set forth in reasonable detail the adjustments, if any, made by the Sellers which the Purchaser continues to dispute (the "Purchaser's Cash Response Notice"). If the Sellers do not object to the Accountants' Cash Report, or if the Purchaser agrees to accept the Sellers' adjustments to the Accountants' Cash Report, then the adjustment based on the then final Closing Cash Amount (the "Final Cash Amount"), if any, shall be paid by Sellers to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. If the Sellers object to the Accountants' Cash Report as set forth above and the Purchaser does not accept the Sellers' proposed adjustments, then an independent accounting firm mutually satisfactory to the Sellers and the Purchaser shall be engaged to determine the Closing Cash Amount and the Final Cash Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount discussed above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Sellers shall each bear one-half of all the ASIG Entities with respect to the preparation of the draft Cash Statement during normal business hours in conjunction with Sellers' review costs and expenses of Buyer's draft Net Assets Report such independent accounting firm, and if the draft Net Working Capital Report as contemplated parties hereto are unable to agree upon an independent accounting firm, the Sellers and Purchaser will request that one be designated by Section 4.2(a) the President of the Agreement. No later than 30 days following receipt Philadelphia office of the draft Cash Statement, Sellers shall advise Buyer that Sellers either (i) agree with the Cash Statement or (ii) have proposed modifications to the draft Cash Statement, but only on the basis that the determination of Required Cash on hand at the ASIG Entities as of the Closing Date was not in conformity with the requirements of Sections 8.15 and/or 8.17. If Sellers agree with the draft Cash Statement, such statement shall be deemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, Sellers shall provide written notice to Buyer setting forth the basis for the disagreement and during the 15 days thereafter Sellers shall provide Buyer access to Sellers accountants, independent auditors and the related work papers for Buyer to review the basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Statement, the disagreement between the parties shall be resolved in accordance with the process set forth in Section 4.2(c) of the Agreement. Upon final determination of the Cash Statement, (x) if there was less cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then Sellers shall promptly pay in cash to Buyer the amount of the shortfall from such Required Cash or (y) if there was more cash in the ASIG Entities' possession on the Closing Date than the Required Cash, then the Buyer shall promptly pay in cash to Sellers the amount of such excess over the Required Cash (or offset such amount against amounts due to Buyer under Section 4.3 of the Agreement). The foregoing provision applies only to the determination of Required Cash as of the Closing Date and not to the determination of Net Asset Value or Net Working CapitalAmerican Arbitration Association.