Common use of Cash Adjustment Clause in Contracts

Cash Adjustment. 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 (the "Cash Amount"). The Seller's Cash shall mean the Seller's cash and cash equivalents, including any bank overdraft, which shall be a subtraction from the cash 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 the Seller's Cash as of the Closing Date (the "Closing Cash Amount"). 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 of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Cash Adjustment. The Base Purchase Price shall be further reducedAs soon as practicable, 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 (the "Cash Amount"). The Seller's Cash shall mean the Seller's cash and cash equivalents, including but in any bank overdraft, which shall be a subtraction from the cash 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 the Seller's Cash as of the Closing Date (the "Closing Cash Amount"). 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 event not 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 following the Closing Date, Buyer shall cause to be delivered to Seller an unaudited statement of such acceptancethe cash, cash equivalents and bank overdrafts of the Group Entities taken as a whole (the "Cash Statement"), as of the close of business on the Closing Date, prepared in accordance with United Kingdom generally accepted accounting standards applied on a basis consistent with the prior practices of the Group Entities (hereinafter, "GAAP"), provided, however, that cash, cash equivalents and bank overdrafts will be determined for purposes of the Cash Statement through full application of the procedures used in preparing the most recent balance sheet included within the Audited Vermont Financial Statements and the Bavaria Financial Statements. If such For the avoidance of doubt, in calculating the amount is not received by Purchaser within such time periodof cash, such amount shall be paid from reduced by the Escrow Amount pursuant amount of any checks drawn prior to Closing which have not been present prior to closing, and increased by the amount of any receipts paid-in but not yet cleared as of the Closing. Seller and its accountants Price WaterhouseCoopers LLC ("Seller's Accountants"), shall have the right to review the Cash Statement, and in connection with such review, Seller and Seller's Accountants shall have the right to examine any books and records of the Group Entities reasonably necessary to make a complete review of the Cash Statement, and Buyer shall make available to Seller and Seller's Accountants their working papers related 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 preparation 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 Cash Statement. Within five (5) business days after Seller receives the Cash Statement, Seller shall give written notice to Buyer of any objections Seller has with respect to the determination of Cash Statement, which notice shall specify the basis for such amount by such accounting firmobjections in reasonable detail. If such amount is Seller does not received by Purchaser notify Buyer of any objections within such time five business day period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and then Seller shall be obligated deemed to replenish have accepted 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 Cash Statement and the amounts reflected therein shall become final and binding on the Parties for purposes of this Section 2.3. If Seller shall each bear one-half of all of objects to the costs and expenses of such independent accounting firmCash Statement as provided above, and if then the parties hereto are unable shall negotiate in good faith to agree resolve such objections and arrive at an agreed upon an independent accounting firm, the Cash Statement. Any objections of Seller and Purchaser will request that one be designated which have not been resolved by the President of parties within 10 business days after the Philadelphia office of the American Arbitration Association.delivery of

Cash Adjustment. The Base Purchase Price 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 Cash as of the Adjustment Time based on the actual Cash and Cash Equivalent account balances as of the Adjustment Time of the Company and each of its Subsidiaries (the “Final Closing Cash Amount”) reflected on the Company’s and it Subsidiaries’ account statements, which shall be further reducedmade available to the Securityholders’ Representative. The terms of Section 2.09(f) shall apply mutatis mutandis, at Closingprovided, by $1.00 that for each $1.00 that such purpose, references therein to (i) Working Capital Statement shall mean Cash Statement and (ii) Final Working Capital shall mean Final Closing Cash Amount. If the Company's Final Closing Cash (as hereinafter defined) Amount is less than the Closing Cash, then the Aggregate Company Share Consideration will be adjusted downward by the amount of such shortfall (the “Downward Cash Threshold Adjustment Amount”), such amount to be paid by the Securityholders’ Representative within two (as hereinafter defined2) on 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 be paid to Parent out of the Escrow Funds. If the Final Closing Cash Amount is greater than the Closing Date Cash, then the Aggregate Company Share Consideration will be adjusted upward by the amount of such excess (the "“Upward Cash Adjustment Amount"). The Seller's Cash ”) and Parent shall mean the Seller's cash and cash equivalents, including any bank overdraft, which shall be a subtraction from the cash 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 pay to the 10th Securityholders’ Representative, on behalf of any monththe Securityholders, by wire transfer of immediately available funds, to an account designated by the Securityholders’ Representative, an amount in cash 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 the Seller's Upward Cash as of the Closing Date (the "Closing Cash Adjustment Amount"). The Accountants shall issue a report as to their determination of the Closing Upward Cash Adjustment 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 Parent to the Purchaser in immediately available funds Securityholders’ Representative, on behalf of the Securityholders, within five two (52) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from Business Days after 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 Final Closing Cash Amount is finally determined to Securityholders’ Representative, and the Final Cash Amount, based upon the calculations Securityholders’ Representative shall pay a proportionate amount to each of the independent accountants, and holders of Company Common Shares (other than any adjustments holder of Base Purchase Price based on the amount discussed above shall Company Common Shares to 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 canceled pursuant to the Escrow Agreement Section 2.06(c) and Seller shall be obligated to replenish the Escrow Amount by depositing Dissenting Company Shares) in accordance 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 of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Associationthis Agreement.

Cash Adjustment. 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) $35,000 on the Closing Date (the "Cash Amount"). The SellerCompany's Cash shall mean the SellerCompany's cash and cash equivalents, including any bank overdraft, which shall be a subtraction from the cash 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 the SellerCompany's Cash as of the Closing Date (the "Closing Cash Amount"). 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 Sellers 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 Sellers shall object to the Accountants' Cash Report within fifteen (15) days following the receipt of the Accountants' Cash Report. The Seller's Sellers' objection, if any, to the Accountants' Cash Report (the "Seller's Sellers' Cash Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' Cash Report and the Seller's Sellers' calculation of the Closing Cash Amount. Within ten (10) days after receipt of the Seller's Sellers' Cash Objection, the Purchaser will notify the Seller Sellers whether it accepts or disputes the Seller's Sellers' adjustments, which notification shall set forth in reasonable detail the adjustments, if any, made by the Seller Sellers which the Purchaser continues to dispute (the "Purchaser's Cash Response Notice"). If the Seller does Sellers do not object to the Accountants' Cash Report, or if the Purchaser agrees to accept the Seller's 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 Seller 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 Seller 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 Seller objects Sellers object to the Accountants' Cash Report as set forth above and the Purchaser does not accept the Seller's Sellers' proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller 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 Seller 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 Seller Sellers shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller Sellers and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Cash Adjustment. The Base Purchase Price 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 further reduceddeemed to be final for purposes of the Agreement. If Sellers do not agree with the draft Cash Statement, at ClosingSellers 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, by $1.00 independent auditors and the related work papers for each $1.00 that Buyer to review the Company's Cash (as hereinafter defined) is less than basis of such disagreement. If after the end of such 15 day, period the parties have not reached agreement on the Cash Threshold 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, (as hereinafter definedx) if there was less cash in the ASIG Entities' possession on the Closing Date (than the "Cash Amount"). The Seller's Cash Required Cash, then Sellers shall mean the Seller's promptly pay in cash and cash equivalents, including any bank overdraft, which shall be a subtraction from the cash 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 Buyer the amount of the Seller's 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 (the "Closing Cash Amount"). The Accountants shall issue a report as and not 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 Net Asset Value 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 of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration AssociationNet Working Capital.