Common use of Cash Purchase Price Adjustment Clause in Contracts

Cash Purchase Price Adjustment. The Cash Purchase Price is subject to adjustment as provided in this Section 3.2: (a) Within seven months after the Closing Date, Buyer's independent accountants and Seller's independent accountants, working together, shall prepare and deliver to Buyer, ImageX, Seller and the Shareholder a balance sheet as of the Closing Date (the "Closing Balance Sheet"), reflecting Seller's actual financial position, including without limitation the amount of its "Working Capital" (defined as current assets excluding cash, cash equivalents and marketable securities less current liabilities excluding any short-term Debt and other current liabilities not assumed by Buyer, all determined in accordance with GAAP), as of the Closing Date. If the Working Capital balance presented in the Closing Balance Sheet is less than $1,512,000, calculated as set forth in Schedule 3.2(a) (the "September Working Capital Balance"), Buyer shall deduct the amount of the shortfall from the Working Capital Holdback and promptly release the remainder, subject to Section 3.2(b) below, of the Working Capital Holdback, if any, to Seller. If the amount of such shortfall exceeds the Working Capital Holdback, the entire Working Capital Holdback shall be credited to the account of Buyer, and any such excess shall be promptly paid by Seller or the Shareholder to Buyer in cash. If the Working Capital balance presented in the Closing Balance Sheet is equal to or greater than the September Working Capital Balance, the amount of any such excess shall be promptly paid by Buyer to Seller in cash, and Buyer shall promptly release the entire Working Capital Holdback (subject to deduction pursuant to Section 3.2(b) below) to Seller. (b) In addition to amounts, if any, deducted from the Working Capital Holdback in order to effectuate an adjustment to the Cash Purchase Price pursuant to Section 3.2(a) above, Buyer or ImageX may, in its discretion, after consultation with the Shareholder, offset against the Working Capital Holdback in accordance with Section 12.6 of this Agreement the amount of any Claims based on Sections 5.15 (Accounts and Other Receivables) and/or 5.16 (Inventory) of this Agreement or any Claim based on any excluded liability under Section 2.4.8 (Claims and Adjustments) of this Agreement (provided that Buyer shall use reasonable good faith efforts not to permit a return of merchandise that is inconsistent with Seller's current policies with respect to returns of Products in the course of Seller's conduct of the Business); in each case, to the extent such claims are known to and quantifiable by Buyer prior to disbursement of the Working Capital Holdback. No failure to offset any such Claims shall constitute a waiver thereof. In the event that the Shareholder in good faith disputes all or any portion of the amount of any such offset, the amount in question shall be set aside in a separate interest-bearing account of ImageX until such dispute is resolved either by mutual agreement of the Shareholder and ImageX or otherwise pursuant to this Agreement (any interest earned on the disputed amount shall be paid to the party determined to be entitled to such disputed amount). In the event there is an offset against the Working Capital Holdback with respect to any accounts receivable that are not collected within the time period set forth in Section 5.15, Buyer shall assign such accounts receivable to Seller, who thereafter may pursue such efforts of collection as Seller shall deem appropriate, provided that Seller shall in good faith seek to minimize any disruption to the Business to the extent reasonably practicable without prejudicing such collection efforts.

Cash Purchase Price Adjustment. The (a) Within ninety (90) days following the Closing Date, Kellxxxxx xxxll prepare and deliver to AVS and the Company a certificate verified as to accuracy by its Chief Financial Officer (the "Actual Cash Purchase Price is subject to adjustment as provided in this Section 3.2:Certificate") (a) Within seven months after attaching a copy of the Adjusted Closing DateDate Balance Sheet, Buyer's independent accountants and Seller's independent accountants, working together, shall prepare and deliver to Buyer, ImageX, Seller and (b) setting forth the Shareholder a balance sheet Adjusted Net Worth of the Business as of the Closing Date (the "Actual Cash Purchase Price"). Each of AVS and the Company shall cooperate fully with Kellxxxxx xx the preparation of the Adjusted Closing Date Balance Sheet"), reflecting Seller's actual financial position, including without limitation the amount of its "Working Capital" (defined as current assets excluding cash, cash equivalents and marketable securities less current liabilities excluding any short-term Debt and other current liabilities not assumed by Buyer, all determined in accordance with GAAP), as of the Closing Date. If the Working Capital balance presented in the Closing Balance Sheet is less than $1,512,000, calculated as set forth in Schedule 3.2(a) (the "September Working Capital Balance"), Buyer shall deduct the amount of the shortfall from the Working Capital Holdback and promptly release the remainder, subject to Section 3.2(b) below, of the Working Capital Holdback, if any, to Seller. If the amount of such shortfall exceeds the Working Capital Holdback, the entire Working Capital Holdback shall be credited to the account of Buyer, and any such excess shall be promptly paid by Seller or the Shareholder to Buyer in cash. If the Working Capital balance presented in the Closing Balance Sheet is equal to or greater than the September Working Capital Balance, the amount of any such excess shall be promptly paid by Buyer to Seller in cash, and Buyer shall promptly release the entire Working Capital Holdback (subject to deduction pursuant to Section 3.2(b) below) to Seller. (b) In addition to amounts, if any, deducted from Within sixty (60) days after the Working Capital Holdback in order to effectuate an adjustment to the Actual Cash Purchase Price pursuant Certificate is delivered to Section 3.2(aAVS and the Company, AVS and the Company shall give written notice to Kellxxxxx xxxting forth in detail any objection to the Actual Cash Purchase Price reflected in the Actual Cash Purchase Price Certificate. If AVS and the Company shall fail to provide such notice to Kellxxxxx xx its objection to the Actual Cash Purchase Price reflected in the Actual Cash Purchase Price Certificate, then the determination of the Actual Cash Purchase Price by Kellxxxxx xx reflected in the Actual Cash Purchase Price Certificate shall be final and binding on the parties hereto. (c) aboveIf within such sixty (60) day period following delivery of the Actual Cash Purchase Price Certificate, Buyer or ImageX mayAVS and the Company shall give written notice of its objection to Kellstrom, in its discretionKellstrom, after consultation with on the Shareholderone hand, offset against and AVS and the Working Capital Holdback in accordance with Section 12.6 of this Agreement Company, on the amount of any Claims based on Sections 5.15 (Accounts and Other Receivables) and/or 5.16 (Inventory) of this Agreement or any Claim based on any excluded liability under Section 2.4.8 (Claims and Adjustments) of this Agreement (provided that Buyer other hand, shall use reasonable good and good-faith efforts not to permit a return of merchandise that is inconsistent with Seller's current policies with respect to returns of Products in resolve any such objection within the course of Seller's conduct thirty (30) day period following the receipt of the Businessnotice of objection (the "Resolution Period"); in each case. If the parties shall reach agreement on the objections of AVS and the Company, then the Actual Cash Purchase Price as agreed to by the parties shall become the Actual Cash Purchase Price for purposes of this Agreement. If the parties are unable to reach agreement on the objections of AVS and the Company within the Resolution Period, then the matter shall be submitted as soon as practicable to the extent such claims are known to and quantifiable by Buyer prior to disbursement Independent Accountants for determination of the Working Capital HoldbackActual Cash Purchase Price. No failure to offset any such Claims shall constitute a waiver thereof. In the event that the Shareholder in good faith disputes all or any portion of the amount of any such offset, the amount in question shall be set aside in a separate interest-bearing account of ImageX until such dispute is resolved either by mutual agreement of the Shareholder and ImageX or otherwise pursuant to this Agreement (any interest earned on the disputed amount shall be paid to the party determined to be entitled to such disputed amount). In the event there is an offset against the Working Capital Holdback with respect to any accounts receivable that are not collected within the time period set forth in Section 5.15, Buyer shall assign such accounts receivable to Seller, who thereafter may pursue such efforts of collection as Seller shall deem appropriate, provided that Seller shall in good faith seek to minimize any disruption to the Business to To the extent reasonably practicable without prejudicing such collection efforts.that it is agreed by

Cash Purchase Price Adjustment. The Cash Purchase Price is subject to adjustment as provided in this Section 3.2: (a) Within seven months after the Closing Date, Buyer's independent accountants and Seller's independent accountants, working together, The Companies shall prepare and deliver to BuyerBuyers a consolidated, ImageX, Seller and the Shareholder a estimated balance sheet prepared in good faith in accordance with United States Generally Accepted Accounting Principles (“GAAP”) for the Companies with each asset and liability valued and listed in reasonable detail on a line-by-line basis as of the beginning of business on the Closing Date prepared consistent with the Companies’ prior calculation and presentation of such assets and liabilities to the extent applicable (the "“Preliminary Closing Balance Sheet"), reflecting Seller's actual financial position, including without limitation the amount of its "Working Capital" (defined as current assets excluding cash, cash equivalents and marketable securities less current liabilities excluding any short-term Debt and other current liabilities not assumed by Buyer, all determined in accordance with GAAP), as of ”) at least three days prior to the Closing Date. The Cash Purchase Price, as adjusted pursuant to this Section 1.3(a) and (if applicable) Section 1.3(c), shall be referred to as the “Adjusted Cash Purchase Price.” (i) If the Working Capital balance presented in on the Preliminary Closing Balance Sheet is less than $1,512,000, calculated as set forth in Schedule 3.2(a) (the "September “Preliminary Working Capital Balance"Capital”), Buyer which shall deduct solely for purposes of the determination of the amount of the shortfall from the Preliminary Working Capital Holdback assume that the Companies and promptly release the remainderCompany Subsidiaries are free of surplus cash and all indebtedness, subject is (A) equal to Section 3.2(b$26,500,000 (“Target Working Capital”), (B) below, of the greater than Target Working Capital Holdbackby an amount no more than $250,000, if any, to Seller. If the amount of such shortfall exceeds the or (C) less than Target Working Capital Holdbackby an amount less than $250,000, the entire Working Capital Holdback then, in each case, there shall be credited to the account of Buyer, and any such excess shall be promptly paid by Seller or the Shareholder to Buyer in cash. If the Working Capital balance presented in the Closing Balance Sheet is equal to or greater than the September Working Capital Balance, the amount of any such excess shall be promptly paid by Buyer to Seller in cash, and Buyer shall promptly release the entire Working Capital Holdback (subject to deduction pursuant to Section 3.2(b) below) to Seller. (b) In addition to amounts, if any, deducted from the Working Capital Holdback in order to effectuate an no adjustment to the Cash Purchase Price at Closing. (ii) If the Preliminary Working Capital is greater than Target Working Capital, plus $250,000, then the Cash Purchase Price shall be increased by an amount equal to (A) the Preliminary Working Capital, less (B) Target Working Capital. (iii) If the Preliminary Working Capital is less than Target Working Capital by an amount equal to or in excess of $250,000, then the Cash Purchase Price shall be reduced by an amount equal to (A) Target Working Capital, less (B) the Preliminary Working Capital. (b) Parent shall have the right during the 90-day period after the Closing Date to review and audit the Preliminary Closing Balance Sheet and all underlying matters, including, all financial statements and assets and liabilities related thereto, and to examine and review all records and work papers and other supporting documents used to prepare such Preliminary Closing Balance Sheet. Parent shall notify the Representative in writing, on or before the last day of the 90-day period after the Closing Date (the “Closing Balance Sheet Dispute Deadline”), of any objections to the Preliminary Closing Balance Sheet (the “Closing Balance Sheet Dispute Notice”), which written notice shall specify the nature of any objections and the basis therefor in reasonable detail (it being understood and agreed that any component in the Preliminary Closing Balance Sheet that is not the subject of such written objection notice, or affected thereby, by the Closing Balance Sheet Dispute Deadline shall be final and binding on the parties). If Parent does not deliver a Closing Balance Sheet Dispute Notice on or prior to the Closing Balance Sheet Dispute Deadline, the Preliminary Closing Balance Sheet shall deemed to be accepted by Buyers and shall become final (the “Final Closing Balance Sheet”), together with the Adjusted Cash Purchase Price. (c) If Parent objects to any line items set forth on the Preliminary Closing Balance Sheet, the parties shall attempt to resolve any such objections within 30-days of receipt by the Representative of any such Closing Balance Sheet Dispute Notice. If the parties are unable to resolve the matter within such 30-day period, Parent and the Representative shall jointly appoint an impartial internationally recognized independent certified public accounting firm that is not at such time (and has not within the prior 12-month period prior to such time been) engaged by any of the parties or their respective Affiliates (the “Impartial Accounting Firm”) mutually acceptable to the parties (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms to select such firm) within five days after the end of such 30-day period to resolve any such remaining matters. Any such resolution shall be conclusive and binding on the parties and the fees of the Impartial Accounting Firm shall be borne equally (and paid directly) by Parent, on the one hand, and the Sellers, on the other hand. The parties shall, and shall cause their respective representatives to, reasonably cooperate with the Impartial Accounting Firm and shall instruct the Impartial Accounting Firm to reach its conclusion regarding the disputed matters (and only such disputed matters) and to declare a Final Closing Balance Sheet within 30 days of its appointment to settle the dispute. Notwithstanding anything in this Agreement to the contrary, the Impartial Accounting Firm may not in making its determination pursuant to this Section 3.2(a1.3(c) abovedetermine that the amount of a line item is (i) with respect to an asset, Buyer less than the value set forth in Parent’s Closing Balance Sheet Dispute Notice or ImageX maymore than the value set forth in the Preliminary Closing Balance Statement or (ii) with respect to a liability, less than the amount set forth in its discretionthe Preliminary Closing Balance Statement or more than the amount set forth in Parent’s Closing Balance Sheet Dispute Notice, after consultation with as applicable. (d) Upon receipt of the ShareholderImpartial Accounting Firm’s conclusions, offset against the Preliminary Closing Balance Sheet shall be adjusted to reflect such conclusions and shall be deemed to be the Final Closing Balance Sheet and to be irrevocably accepted by Buyers, the Companies and the Sellers. (e) If the Working Capital Holdback on the Final Closing Balance Sheet (the “Final Working Capital”) is an amount different than the Working Capital on the Preliminary Closing Balance Sheet, then the Adjusted Cash Purchase Price shall be determined in accordance with Section 12.6 1.3(a), except that (x) the Final Working Capital shall be used for purposes of this Agreement the amount of any Claims based on Sections 5.15 (Accounts and Other Receivables) and/or 5.16 (Inventory) of this Agreement or any Claim based on any excluded liability under Section 2.4.8 (Claims and Adjustments) of this Agreement (provided that Buyer shall use reasonable good faith efforts not to permit a return of merchandise that is inconsistent with Seller's current policies with respect to returns of Products such calculation in the course of Seller's conduct lieu of the Business); in each case, Preliminary Working Capital and (y) only to the extent such claims are known to and quantifiable by Buyer prior to disbursement that there was any surplus cash and/or indebtedness remaining in the Companies or Company Subsidiaries immediately after Closing, the determination of the Final Working Capital Holdback. No failure shall not give effect to offset any such Claims the assumption specified in Section 1.3(a)(i) that the Companies and Company Subsidiaries are free of surplus cash and all indebtedness (the Adjusted Cash Purchase Price determined pursuant to this Section 1.3(e), shall constitute a waiver thereof. be referred to as the “Final Adjusted Cash Purchase Price”). (i) In the event that the Shareholder Final Adjusted Cash Purchase Price is less than the Adjusted Cash Purchase Price (as determined pursuant to Section 1.3(a)), (I) Parent and the Representative shall cause the Escrow Agent to deliver to Parent funds in good faith disputes all or any portion an amount (up to, but not exceeding, $1,000,000) equal to (A) the Adjusted Cash Purchase Price (as determined pursuant to Section 1.3(a)), minus (B) the Final Adjusted Cash Purchase Price (such amount, the “Aggregate Working Capital Payment Amount”), to the account specified in writing to the Representative by Parent within five Business Days of the amount date of any such offsetthe Final Closing Balance Sheet, and (II) to the extent the Aggregate Working Capital Payment Amount is in excess of $1,000,000, the Representative shall deliver to Parent by wire transfer to the account specified in writing to the Representative by Parent, immediately available funds, in an amount in question shall be set aside in a separate interest-bearing account of ImageX until such dispute is resolved either by mutual agreement equal to (A) the Aggregate Working Capital Payment Amount, minus (B) $1,000,000 within five Business Days of the Shareholder and ImageX or otherwise pursuant to this Agreement date of the Final Closing Balance Sheet. (any interest earned on the disputed amount shall be paid to the party determined to be entitled to such disputed amount). ii) In the event there that the Final Adjusted Cash Purchase Price is greater than the Adjusted Cash Purchase Price (as determined pursuant to Section 1.3(a)), Parent shall deliver funds in an offset against amount equal to (A) the Working Capital Holdback with respect Final Adjusted Cash Purchase Price, minus (B) the Adjusted Cash Purchase Price (as determined pursuant to any accounts receivable that are not collected within the time period set forth in Section 5.151.3(a)), Buyer shall assign such accounts receivable to Seller, who thereafter may pursue such efforts of collection as Seller shall deem appropriate, provided that Seller shall in good faith seek to minimize any disruption to the account specified in Schedule 1.2(a) for Skagen US Sellers within five Business to Days of the extent reasonably practicable without prejudicing such collection effortsdate of the Final Closing Balance Sheet.

Cash Purchase Price Adjustment. The (a) Upon the earlier to occur of (i) the Parties’ agreement (or deemed agreement pursuant to Section 2.5(b)) with respect to the calculation of the Final Cash Purchase Price is subject to adjustment and (ii) the delivery of any report of the Independent Accountant as provided in this Section 3.22.5(c) with respect to the Final Cash Purchase Price, as applicable: (ai) Within seven months Buyer shall pay in cash to Sellers, in such amounts as allocated among the Sellers pursuant to Schedule 1.1(f), (x) the aggregate amount, if any, by which the Final Cash Purchase Price exceeds the Estimated Cash Purchase Price, plus (y) interest on the applicable amount computed pursuant to clause (x) above at the Federal Funds Rate for the period from the Closing Date to the date of payment in full of such amount; or (ii) Sellers shall pay in cash to Buyer (x) the aggregate amount, if any, by which the Estimated Cash Purchase Price exceeds the Final Cash Purchase Price, plus (y) interest on the amount computed pursuant to clause (x) above at the Federal Funds Rate for the period from the Closing Date, to the date of payment in full of such amount. (b) No later than 30 days after the Closing Date, Buyer's independent accountants and Seller's independent accountants, working together, the Company shall prepare and deliver to Buyer, ImageX, Seller Sellers and Buyer the Shareholder a balance sheet as of the Closing Date (the "Post-Closing Balance Sheet"), reflecting Seller's actual financial position, including without limitation from which the amount Final Cash Purchase Price shall be calculated. Within five (5) days of its "Working Capital" (defined as current assets excluding cash, cash equivalents and marketable securities less current liabilities excluding any short-term Debt and other current liabilities not assumed by Buyer, all determined in accordance with GAAP), as receipt of the Closing Date. If the Working Capital balance presented in the Post-Closing Balance Sheet is less than $1,512,000, calculated as set forth in Schedule 3.2(a) (the "September Working Capital Balance")Sheet, Buyer shall deduct the amount of the shortfall from the Working Capital Holdback and promptly release the remainder, subject deliver to Section 3.2(b) below, of the Working Capital Holdback, if any, to Seller. If the amount of such shortfall exceeds the Working Capital Holdback, the entire Working Capital Holdback shall be credited Sellers a statement setting forth its determination as to the account of Buyer, and any such excess shall be promptly paid by Seller or the Shareholder to Buyer in cash. If the Working Capital balance presented in the Closing Balance Sheet is equal to or greater than the September Working Capital Balance, the amount of any such excess shall be promptly paid by Buyer to Seller in cash, and Buyer shall promptly release the entire Working Capital Holdback (subject to deduction pursuant to Section 3.2(b) below) to Seller. (b) In addition to amounts, if any, deducted from the Working Capital Holdback in order to effectuate an adjustment to the Final Cash Purchase Price pursuant (“Final Calculation Statement”). Sellers shall have thirty (30) days from receipt of the Final Calculation Statement, to Section 3.2(a) above, give Buyer written notice of its objection to any item or ImageX may, calculation contained in its discretion, after consultation the Final Calculation Statement specifying in reasonable detail all disputed items and the basis therefor (a “Dispute Notice”). If Sellers concur with the ShareholderFinal Calculation Statement or otherwise do not give Buyer a Dispute Notice within such thirty (30) day period, offset against the Working Capital Holdback in accordance with Section 12.6 of this Agreement the amount of any Claims based on Sections 5.15 (Accounts such Final Calculation Statement shall be deemed final and Other Receivables) and/or 5.16 (Inventory) of this Agreement or any Claim based on any excluded liability under Section 2.4.8 (Claims and Adjustments) of this Agreement (provided that Buyer shall use reasonable good faith efforts not to permit a return of merchandise that is inconsistent with Seller's current policies conclusive with respect to returns the determination of Products the Final Cash Purchase Price, and shall be binding on the Parties for all purposes under this Agreement. If, however, Sellers deliver to Buyer a Dispute Notice objecting to any items or calculations contained in the course of Seller's conduct Final Calculation Statement within the applicable thirty (30) day period, the Parties shall meet within thirty (30) days following the date of the Business); in each case, to Dispute Notice (the extent such claims are known to “Resolution Period”) and quantifiable by Buyer prior to disbursement of the Working Capital Holdback. No failure to offset any such Claims shall constitute a waiver thereof. In the event that the Shareholder attempt in good faith disputes all or to resolve such objections and any portion of the amount of written resolution by them as to any such offset, the amount in question shall be set aside in a separate interest-bearing account of ImageX until such dispute is resolved either by mutual agreement of the Shareholder and ImageX or otherwise pursuant to this Agreement (any interest earned on the disputed amount shall be paid deemed final and conclusive with respect to the party determined determination of the Final Cash Purchase Price, and shall be binding on the Parties for all purposes under this Agreement. Buyer shall, and shall cause the Company to, provide Sellers and their representatives with access (with the right to make copies), during normal business hours, to (i) the work papers of the Company used to calculate the amounts set forth in the Final Calculation Statement, (ii) the Company’s and Buyer’s accountants or any of its other representatives who participated in the preparation of the Final Calculation Statement and (iii) such other books and records and other relevant information of the Company used to calculate the amounts set forth in the Final Calculation Statement, and (iv) Company employees knowledgeable about the information used in, and the preparation of, the Final Calculation Statement. (c) If the Parties are unable to resolve Sellers’ objections within the Resolution Period, then all amounts and issues remaining in dispute and Buyer’s responses thereto will be submitted by Buyer and Sellers for review by the Independent Accountant. The Parties agree to execute, if requested by the Independent Accountant, a reasonable engagement letter with respect to the determination to be entitled made by the Independent Accountant. The Independent Accountant will determine only those issues still in dispute at the end of the applicable Resolution Period and the Independent Accountant’s determination will be based upon and consistent with the terms and conditions of this Agreement. The determination by the Independent Accountant will be based solely on presentations with respect to such disputed amountitems by Buyer and Sellers to the Independent Accountant and not on the Independent Accountant’s independent review. Each of Buyer and Sellers will use its commercially reasonable efforts to make its or their presentation as promptly as practicable following submission to the Independent Accountant of the disputed items, and each such Party will be entitled, as part of its presentation, to respond to the presentation of the other Party and any questions and requests of the Independent Accountant. Discovery shall be limited to documents designated by the Independent Accountant as necessary for it to assess the proper calculation of the Final Cash Purchase Price, consistent with this Agreement. Buyer and Sellers shall instruct the Independent Accountant to make its determination within thirty (30) days after its engagement (which engagement will be made by Buyer and Sellers no later than five (5) Business Days after the end of the Resolution Period), or as soon thereafter as possible, and such determination will be set forth in a written statement delivered by the Independent Accountant to Buyer and Sellers. In The Final Calculation Statement, as finalized by the event there is an offset against the Working Capital Holdback Independent Accountant, shall be deemed final and conclusive with respect to the Final Cash Purchase Price and shall be binding on Buyer and Sellers for all purposes under this Agreement. In deciding any accounts receivable matter, the Independent Accountant (i) will be bound by the provisions of this Section 2.5, and (ii) may not assign a value to any item greater than the greatest value for such item claimed by either Buyer or Sellers or less than the smallest value for such item claimed by Buyer or Sellers. The fees and expenses of the Independent Accountant shall be allocated between Buyer and Sellers so that are not collected within Sellers’ share of such fees and expenses shall be equal to the time period set forth product of (x) and (y), where (x) is the aggregate amount of such fees and expenses, and (y) is a fraction, the numerator of which is the amount in Section 5.15dispute that is ultimately unsuccessfully disputed by Sellers (as determined by the Independent Accountant), and the denominator of which is the total amount in dispute that is resolved by the Independent Accountant. Buyer shall assign be responsible for the remaining fees and expenses of the Independent Accountant. Except as provided in the preceding sentences, all other costs and expenses incurred by Buyer and Sellers in connection with resolving any dispute hereunder before the Independent Accountant will be borne by the Party incurring such accounts receivable to Seller, who thereafter may pursue such efforts of collection as Seller shall deem appropriate, provided that Seller shall in good faith seek to minimize any disruption to the Business to the extent reasonably practicable without prejudicing such collection effortscost and expense.

Cash Purchase Price Adjustment. The Cash Purchase Price is subject to adjustment as provided in this Section 3.2: (a) Within seven months after Not later than sixty (60) days following the Closing Date, Buyer's independent accountants Buyer shall (i) prepare, in accordance with the Accounting Principles and Seller's independent accountantsin a manner consistent with the illustration set forth on Exhibit F (which sets forth the Working Capital as if the Closing occurred on the Most Recent Balance Sheet Date), working together, shall prepare and deliver to Buyer, ImageX, Seller and the Shareholder Dover a consolidated balance sheet of the Acquired Businesses (for the avoidance of doubt, reflecting the Acquired Assets, the Assumed Liabilities, assets of the Acquired Companies and liabilities of the Acquired Companies, but excluding Excluded Assets and Excluded Liabilities) as of the close of business on the business day immediately prior to the Closing Date (the "“Preliminary Closing Date Balance Sheet"), reflecting Seller's actual financial position, including without limitation the amount ”) and (ii) prepare and deliver to Dover a certificate setting forth in reasonable detail Buyer’s calculation of its "(A) Working Capital" (defined as current assets excluding cash, cash equivalents and marketable securities less current liabilities excluding any short-term Debt and other current liabilities not assumed by Buyer, all determined in accordance with GAAP), Capital as of the close of business on the business day immediately prior to the Closing Date. If Date (the “Preliminary Working Capital balance presented in Determination”), (B) Cash and Cash Equivalents as of the close of business on the business day immediately prior to the Closing Balance Sheet is less than $1,512,000, calculated as set forth in Schedule 3.2(a) Date (the "September Working Capital Balance")“Preliminary Cash Determination”) ; provided, that, with respect to any portion of the Preliminary Cash Determination which is Excess Cash in a given jurisdiction, Buyer or the Designated Purchasers, as applicable, shall deduct only pay an amount equal to (x) the amount of the shortfall from the Working Capital Holdback and promptly release the remainder“Applicable Percentage” for such jurisdiction, subject to Section 3.2(bas indicated on Schedule 2.1, multiplied by (y) below, of the Working Capital Holdback, if any, to Seller. If the amount of such shortfall exceeds Excess Cash for such jurisdiction), (C) Acquired Companies Indebtedness as of the close of business on the business day immediately prior to the Closing Date (the “Preliminary Acquired Companies Indebtedness Determination”), (D) Acquired Companies Transaction Costs Liabilities as of the close of business on the business day immediately prior to the Closing Date (the “Preliminary Acquired Companies Transaction Costs Liabilities Determination”), (E) Acquired Companies Specified Employee Liabilities as of the close of business on the business day immediately prior to the Closing Date (the “Preliminary Acquired Companies Specified Employee Liabilities Determination” and, together with the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital HoldbackDetermination, the entire Preliminary Acquired Companies Indebtedness Determination, the Preliminary Acquired Companies Transaction Costs Liabilities Determination and the Preliminary Acquired Companies Specified Employee Liabilities Determination, the “Preliminary Closing Statement”). Until such time as the calculation of the amounts shown on the Closing Date Balance Sheet and the Closing Date Working Capital Holdback Capital, Closing Date Cash, Closing Date Acquired Companies Indebtedness, Closing Date Acquired Companies Transaction Costs Liabilities and Closing Date Acquired Companies Specified Employee Liabilities determinations are final and binding upon the Parties pursuant to this Section 2.3, Dover and its accountants (at Dover’s expense) shall, upon reasonable notice and during normal business hours, be permitted to discuss with Buyer and its accountants the Preliminary Closing Statement and shall be credited to the account of Buyerprovided complete and accurate copies of, and have reasonable access upon reasonable notice at reasonable times during normal business hours to, subject to Dover’s entry into a customary confidentiality and release agreement with Buyer’s accountants (if required thereby), the work papers and supporting records of Buyer and its accountants so as to allow Dover and its accountants to verify the accuracy of the Preliminary Closing Statement; provided that such access shall not include documents the disclosure of which would violate any such excess shall be promptly paid by Seller obligation of Buyer or any of its Affiliates with respect to confidentiality, jeopardize protections afforded Buyer or any of its Affiliates under the attorney-client privilege or the Shareholder to Buyer in cash. If the Working Capital balance presented in the Closing Balance Sheet is equal to attorney work product doctrine or greater than the September Working Capital Balancesimilar doctrine or protection, the amount of or violate any such excess shall be promptly paid by Buyer to Seller in cash, and Buyer shall promptly release the entire Working Capital Holdback (subject to deduction pursuant to Section 3.2(b) below) to Sellerapplicable Law. (b) In addition Dover shall have an opportunity to amountsreview the Preliminary Closing Statement for a period of sixty (60) days. If Dover concurs with the Preliminary Closing Statement, if anyDover shall deliver a written statement to Buyer within such sixty (60) day period accepting the Preliminary Closing Statement (an “Acceptance Notice”), deducted from in which case the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital Holdback in order to effectuate an adjustment to Determination, the Preliminary Cash Purchase Price pursuant to Section 3.2(a) aboveDetermination, Buyer or ImageX maythe Preliminary Acquired Companies Indebtedness Determination, in its discretionthe Preliminary Acquired Companies Transaction Costs Liabilities Determination and the Preliminary Acquired Companies Specified Employee Liabilities Determination set forth therein shall be final and binding on the Parties, after consultation with the Shareholder, offset against the Working Capital Holdback in accordance with Section 12.6 of this Agreement the amount of any Claims based on Sections 5.15 (Accounts and Other Receivables) and/or 5.16 (Inventory) of this Agreement or any Claim based on any excluded liability under Section 2.4.8 (Claims and Adjustments) of this Agreement (provided that Buyer shall use reasonable good faith efforts not to permit a return of merchandise that is inconsistent with Seller's current policies with respect to returns of Products in the course of Seller's conduct effective as of the Business); in each casedate on which Buyer receives the Acceptance Notice, as the “Closing Date Balance Sheet,” the “Closing Date Working Capital,” the “Closing Date Cash,” the “Closing Date Acquired Companies Indebtedness,” the “Closing Date Acquired Companies Transaction Costs Liabilities,” and the “Closing Date Acquired Companies Specified Employee Liabilities,” respectively. If Dover disagrees with any aspect of the Preliminary Closing Statement, Dover shall deliver written notice to the extent such claims are known to and quantifiable by Buyer prior to disbursement the expiration of such sixty (60) day period indicating in reasonable detail the basis for such disagreement (a “Dispute Notice”). Any such Dispute Notice shall specify those items or amounts as to which Dover disagrees, and Dover shall be deemed to have agreed with all other items and amounts contained in the Preliminary Closing Statement. If Dover does not deliver an Acceptance Notice or a Dispute Notice within such sixty (60) day period, Dover shall be deemed to have accepted the Preliminary Closing Statement, in which case the Preliminary Closing Date Balance Sheet, the Preliminary Working Capital Holdback. No failure to offset any such Claims shall constitute a waiver thereof. In the event that the Shareholder in good faith disputes all or any portion of the amount of any such offsetDetermination, the amount in question shall be set aside in a separate interest-bearing account of ImageX until such dispute is resolved either by mutual agreement of Preliminary Cash Determination, the Shareholder Preliminary Acquired Companies Indebtedness Determination, the Preliminary Acquired Companies Transaction Costs Liabilities Determination and ImageX or otherwise pursuant to this Agreement (any interest earned on the disputed amount shall be paid to the party determined to be entitled to such disputed amount). In the event there is an offset against the Working Capital Holdback with respect to any accounts receivable that are not collected within the time period Preliminary Acquired Companies Specified Employee Liabilities Determination set forth in Section 5.15, Buyer shall assign such accounts receivable to Seller, who thereafter may pursue such efforts of collection as Seller shall deem appropriate, provided that Seller shall in good faith seek to minimize any disruption to the Business to the extent reasonably practicable without prejudicing such collection efforts.therein

Cash Purchase Price Adjustment. The Cash Purchase Price is subject to adjustment as provided in this Section 3.2: (a) Within seven months after ninety (90) days following the Closing Date, Buyer's independent accountants and Seller's independent accountants, working together, Kellstrom shall prepare and deliver to Buyer, ImageX, Seller AVS and the Shareholder Company a balance sheet certificxxx xxxxxied as to accuracy by its Chief Financial Officer (the "Actual Cash Purchase Price Certificate") (a) attaching a copy of the Adjusted Closing Date Balance Sheet, and (b) setting forth the Adjusted Net Worth of the Business as of the Closing Date (the "Closing Balance SheetActual Cash Purchase Price"), reflecting Seller's actual financial position, including without limitation . Each of AVS and the amount of its "Working Capital" (defined as current assets excluding cash, cash equivalents and marketable securities less current liabilities excluding any short-term Debt and other current liabilities not assumed by Buyer, all determined Company shall cooperate fully with Kellstrom in accordance with GAAP), as the preparation of the Adjusted Closing Date. If the Working Capital balance presented in the Closing Date Balance Sheet is less than $1,512,000, calculated as set forth in Schedule 3.2(a) (the "September Working Capital Balance"), Buyer shall deduct the amount of the shortfall from the Working Capital Holdback and promptly release the remainder, subject to Section 3.2(b) below, of the Working Capital Holdback, if any, to Seller. If the amount of such shortfall exceeds the Working Capital Holdback, the entire Working Capital Holdback shall be credited to the account of Buyer, and any such excess shall be promptly paid by Seller or the Shareholder to Buyer in cash. If the Working Capital balance presented in the Closing Balance Sheet is equal to or greater than the September Working Capital Balance, the amount of any such excess shall be promptly paid by Buyer to Seller in cash, and Buyer shall promptly release the entire Working Capital Holdback (subject to deduction pursuant to Section 3.2(b) below) to SellerShexx. (b) In addition to amounts, if any, deducted from Within sixty (60) days after the Working Capital Holdback in order to effectuate an adjustment to the Actual Cash Purchase Price pursuant Certificate is delivered to Section 3.2(aAVS and the Company, AVS and the Company shall give written notice to Kellstrom setting forth in detail any objection to the Actual Cash Puxxxxxx Xxice reflected in the Actual Cash Purchase Price Certificate. If AVS and the Company shall fail to provide such notice to Kellstrom of its objection to the Actual Cash Purchase Price reflectex xx xxx Actual Cash Purchase Price Certificate, then the determination of the Actual Cash Purchase Price by Kellstrom as reflected in the Actual Cash Purchase Price Certificate xxxxx xx final and binding on the parties hereto. (c) aboveIf within such sixty (60) day period following delivery of the Actual Cash Purchase Price Certificate, Buyer or ImageX mayAVS and the Company shall give written notice of its objection to Kellstrom, in its discretionKellstrom, after consultation with on the Shareholderone hand, offset against and AVS and the Working Capital Holdback in accordance with Section 12.6 of this Agreement Company, on the amount of any Claims based on Sections 5.15 (Accounts and Other Receivables) and/or 5.16 (Inventory) of this Agreement or any Claim based on any excluded liability under Section 2.4.8 (Claims and Adjustments) of this Agreement (provided that Buyer other hand, shall use reasonable good and good-faith efforts not to permit a return of merchandise that is inconsistent with Seller's current policies with respect to returns of Products in resolve any such objection within the course of Seller's conduct thirty (30) day period following the receipt of the Businessnotice of objection (the "Resolution Period"); in each case. If the parties shall reach agreement on the objections of AVS and the Company, then the Actual Cash Purchase Price as agreed to by the parties shall become the Actual Cash Purchase Price for purposes of this Agreement. If the parties are unable to reach agreement on the objections of AVS and the Company within the Resolution Period, then the matter shall be submitted as soon as practicable to the extent such claims are known to and quantifiable by Buyer prior to disbursement Independent Accountants for determination of the Working Capital HoldbackActual Cash Purchase Price. No failure to offset any such Claims shall constitute a waiver thereof. In To the event extent that it is agreed by the parties that the Shareholder in good faith disputes all or any Actual Cash Purchase Price exceeds the Estimated Cash Purchase Price, then Kellstrom shall pay to the Company the undisputed portion of the amouxx xx xxxch the Actual Cash Purchase Price exceeds the Estimated Cash Purchase Price. To the extent that it is agreed by the parties that the Estimated Cash Purchase Price exceeds the Actual Cash Purchase Price, then the Company shall pay to Kellstrom the undisputed portion of the amount by which the Estimated Xxxx Xxxchase Price exceeds the Actual Cash Purchase Price. If the parties shall submit the determination of the Actual Cash Purchase Price to the Independent Accountants, then the determination of the Independent Accountants shall be final and binding on the parties and such amount shall become the Actual Cash Purchase Price for purposes of the remainder of this Agreement. The parties (and their professional advisors) shall cooperate with one another in furtherance of determining the Actual Cash Purchase Price, and the parties shall make reasonably available their books and records (including, without limitation, any technically available relevant computerized reports) and personnel, in furtherance of making such determination. In connection with the resolution of any such offsetdispute, each party shall pay its own fees and expenses, including, without limitation, legal, accounting and consultant fees and expenses. The cost and expense of the Independent Accountants shall be shared equally between Kellstrom, on the one hand, and AVS and the Company on the other hand. (d) If the Estimated Cash Purchase Price is greater than the Actual Cash Purchase Price, then the Company shall repay to Kellstrom within five (5) Business Days following receipt of the Actuxx Xxxx Xurchase Price Certificate or, if disputed, within five (5) Business Days following the earlier of the date on which the parties resolve the dispute or the date of determination of the Actual Cash Purchase Price by the Independent Accountants, the difference between the Estimated Cash Purchase Price and the Actual Cash Purchase Price (net of any portion of such amounts previously paid). If the Company shall fail to pay such amount when due, then Kellstrom shall have the right (but not the obligation), in question shall be set aside in a separate interest-bearing account of ImageX until addition xx xxx xxher remedies which it may have, to deem such dispute is resolved either by mutual agreement of the Shareholder and ImageX or otherwise pursuant to this Agreement (any interest earned on the disputed amount shall be paid to the party determined to be entitled Kellstrom Indemnifiable Damages in accordance with Article IX (providxx, xxxxxer, that neither the Kellstrom Indemnification Threshold nor the Kellstrom Indemnification Xxx xxxxl be applicable to such disputed amount). In If xxx Xxxxal Cash Purchase Price is greater than the event there is an offset against Estimated Cash Purchase Price, then Kellstrom shall pay to the Working Capital Holdback with respect Company within five (5) Business Days follxxxxx xxxeipt of the Actual Cash Purchase Price Certificate or, if disputed, within five (5) Business Days following the earlier of the date on which the parties resolve the dispute or the date of determination of the Actual Cash Purchase Price by the Independent Accountants, the difference between the Actual Cash Purchase Price and the Estimated Cash Purchase Price (net of any portion of such amounts previously paid). If Kellstrom shall fail to pay such amount when due, the Company shall hxxx xxx xight (but not the obligation), in addition to any accounts receivable other remedies which it may have, to deem such amount to be Company Indemnifiable Damages in accordance with Article IX (provided, however, that are not collected within neither the time period set forth in Section 5.15, Buyer Company Indemnifiable Threshold nor the Company Indemnification Cap shall assign be applicable to such accounts receivable to Seller, who thereafter may pursue such efforts of collection as Seller shall deem appropriate, provided that Seller shall in good faith seek to minimize any disruption to the Business to the extent reasonably practicable without prejudicing such collection effortsamount).

Cash Purchase Price Adjustment. (i) The "Cash Purchase Price" to be paid by Authority shall be $2,497,500,000. (ii) The Cash Purchase Price has been determined based upon the net book value of the Retained Assets (as defined in Section 4.4(b)) of $2,500,800,000 as set forth in the pro forma consolidated balance sheet of Company as of December 31, 1997 prepared by Company (the "Pro Forma Balance Sheet"). The Cash Purchase Price is subject based upon the assumption that the total long-term indebtedness of Company on the Closing Date shall not exceed $3,576,000,000 (the "Retained Debt Amount"). The Retained Debt Amount shall be adjusted in accordance with the adjustment referred to adjustment as provided in this Section 3.2:2.1(d)(vi) (the "Adjustment"). (aiii) Within seven months No later than 60 days after the Closing Date, Buyer's independent accountants and Seller's independent accountants, working together, Parent shall prepare and deliver to BuyerAuthority, ImageXwith a copy to Authority's independent accountants, Seller and Price Waterhouse LLP ("Price Waterhouse"), the Shareholder a audited consolidated balance sheet of Company as of the Closing Date (the "Closing Date Balance Sheet"), reflecting Seller's actual financial position, including without limitation the amount of its "Working Capital" (defined as current assets excluding cash, cash equivalents ) and marketable securities less current liabilities excluding any short-term Debt and other current liabilities not assumed by Buyer, all determined in accordance with GAAP)a statement, as of the Closing Date. If Date (the Working Capital balance presented "Statement"), setting forth the amount of the Adjustment and the calculations thereof in reasonable detail and showing the differences between each account contained in the Pro Forma Balance Sheet and the corresponding account in the Closing Date Balance Sheet. The Closing Date Balance Sheet and the Statement shall be prepared in accordance with generally accepted accounting principles used by Company in the preparation of its financial statements for the year ended December 31, 1996 ("GAAP"), using allocation procedures consistent with the procedures used by Company to prepare the Pro Forma Balance Sheet and its audited historical financial statements. During the period required to prepare the Closing Date Balance Sheet, Surviving Corporation will make available the books and records of Surviving Corporation to Parent, its authorized representatives and Parent's independent auditors, Ernst & Young ("E&Y"). (iv) During the 60-day period following receipt by Authority of the Closing Date Balance Sheet and the Statement, Parent shall make available and shall direct E&Y to make available to Authority and Price Waterhouse copies of the working papers, books and records used in the preparation of the Closing Date Balance Sheet and the Statement, as reasonably requested by Authority. The Closing Date Balance Sheet and the Statement shall become final and binding upon the parties at the close of business on the sixtieth day following receipt thereof by Authority, except to the extent that Authority gives written notice of its disagreement with the Closing Date Balance Sheet or the Statement ("Notice of Disagreement") to Parent prior to such date, or if such day is not a business day, the next following business day. Any Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. (v) During the 30-day period following the delivery of a Notice of Disagreement, Parent and Authority shall seek in good faith to resolve in writing any differences which they may have with respect to the matters specified in the Notice of Disagreement. During such period, Parent and E&Y shall have access to the working papers of Price Waterhouse prepared in connection with their analysis of any matter specified in the Notice of Disagreement, as reasonably requested by Parent, and Authority and Price Waterhouse shall have access to the working papers of E&Y prepared in connection with the Closing Date Balance Sheet and the Statement, as reasonably requested by Authority. At the end of such 30-day period, Parent and Authority shall submit to an independent accounting firm (the "Accounting Firm") for review and resolution of any and all matters which remain in dispute and which were included in the Notice of Disagreement. The Accounting Firm shall be KPMG Peat Marwick or, if such firm is unable or unwilling to act, such other nationally recognized independent public accounting firm as shall be agreed upon by Parent and Authority in writing. If Parent and Authority do not agree on the selection of a nationally recognized independent accounting firm, Price Waterhouse and E&Y shall select a third accounting firm to act as the Accounting Firm hereunder. The Adjustment as determined by Parent, as modified (if at all) by resolution of Parent and Authority or by the Accounting Firm, is referred to herein as the "Final Adjustment." The determination of the Accounting Firm as to such matters shall be final and binding on the parties hereto, and Parent and Authority agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. The fees and expenses of the Accounting Firm incurred pursuant to this Section 2.1(d)(v) shall be borne by Parent and Authority in inverse proportion as they may prevail on matters resolved by the Accounting Firm, which proportionate allocations shall also be determined by the Accounting Firm at the time the determination of the Accounting Firm is rendered on the merits of the matters submitted. The fees and disbursements of E&Y incurred in connection with their certification of the Closing Date Balance Sheet and the Statement and review of any Notice of Disagreement shall be borne by Parent and the fees and disbursements of Price Waterhouse incurred in connection with their review of the Closing Date Balance Sheet, and the Statement shall be borne by Surviving Corporation or Authority. (vi) The Retained Debt Amount shall be (A) increased by the amount, if any, by which the net book value of the Retained Assets exceeds $2,500,800,000 or (B) decreased by the amount, if any, by which the net book value of the Retained Assets is less than $1,512,000, calculated 2,500,800,000. (vii) The Transferred Assets shall include all cash held by Company at the Closing except for the net proceeds of the sale of New Parent Preferred Stock. The accounts payable retained by Company immediately following the Closing shall be $101.7 million plus or minus the New Parent Preferred Stock Adjustment as set forth in Schedule 3.2(a) hereinafter defined. To the extent that the amount of such net proceeds from the sale of the New Parent Preferred Stock is more (the "September Working Capital BalanceExcess"), Buyer ) or less than $75 million (the "Shortfall") the accounts payable retained by the Company immediately following the Closing shall deduct be increased or decreased by the amount of the shortfall from Excess or Shortfall, respectively, (the Working Capital Holdback and promptly release the remainder, subject to Section 3.2(b) below, of the Working Capital Holdback, if any, to Seller. If the amount of such shortfall exceeds the Working Capital Holdback, the entire Working Capital Holdback shall be credited to the account of Buyer, and any such excess shall be promptly paid by Seller or the Shareholder to Buyer in cash. If the Working Capital balance presented in the Closing Balance Sheet is equal to or greater than the September Working Capital Balance, the amount of any such excess shall be promptly paid by Buyer to Seller in cash, and Buyer shall promptly release the entire Working Capital Holdback (subject to deduction pursuant to Section 3.2(b) below) to Seller"New Parent Preferred Stock Agreement"). (b) In addition to amounts, if any, deducted from the Working Capital Holdback in order to effectuate an adjustment to the Cash Purchase Price pursuant to Section 3.2(a) above, Buyer or ImageX may, in its discretion, after consultation with the Shareholder, offset against the Working Capital Holdback in accordance with Section 12.6 of this Agreement the amount of any Claims based on Sections 5.15 (Accounts and Other Receivables) and/or 5.16 (Inventory) of this Agreement or any Claim based on any excluded liability under Section 2.4.8 (Claims and Adjustments) of this Agreement (provided that Buyer shall use reasonable good faith efforts not to permit a return of merchandise that is inconsistent with Seller's current policies with respect to returns of Products in the course of Seller's conduct of the Business); in each case, to the extent such claims are known to and quantifiable by Buyer prior to disbursement of the Working Capital Holdback. No failure to offset any such Claims shall constitute a waiver thereof. In the event that the Shareholder in good faith disputes all or any portion of the amount of any such offset, the amount in question shall be set aside in a separate interest-bearing account of ImageX until such dispute is resolved either by mutual agreement of the Shareholder and ImageX or otherwise pursuant to this Agreement (any interest earned on the disputed amount shall be paid to the party determined to be entitled to such disputed amount). In the event there is an offset against the Working Capital Holdback with respect to any accounts receivable that are not collected within the time period set forth in Section 5.15, Buyer shall assign such accounts receivable to Seller, who thereafter may pursue such efforts of collection as Seller shall deem appropriate, provided that Seller shall in good faith seek to minimize any disruption to the Business to the extent reasonably practicable without prejudicing such collection efforts.

Cash Purchase Price Adjustment. The Cash Purchase Price is subject to adjustment as provided in this Section 3.2: (a) Within seven months after Upon the Closing Date, Buyer's independent accountants and Seller's independent accountants, working together, shall prepare and deliver to Buyer, ImageX, Seller and the Shareholder a balance sheet as final determination of the Closing Date (the "Closing Balance Sheet"), reflecting Seller's actual financial position, including without limitation the amount of its "Working Capital" (defined Actual NBV as current assets excluding cash, cash equivalents and marketable securities less current liabilities excluding any short-term Debt and other current liabilities not assumed by Buyer, all determined in accordance with GAAP)this Section 1.3, as of the Closing Date. If Cash Purchase Price will be reduced on a dollar-for-dollar basis by the Working Capital balance presented in amount, if any, by which the Closing Balance Sheet Actual NBV is less than $1,512,000, calculated as set forth in Schedule 3.2(a) the Estimated NBV (the "September Working Capital Balance"“Negative Adjustment Amount”) and the Cash Purchase Price will be increased on a dollar-for-dollar basis by the amount, if any, by which the Actual NBV is more than the Estimated NBV (the “Positive Adjustment Amount”, and collectively with a Negative Adjustment, an “Adjustment Amount”). (b) If there is a Negative Adjustment Amount, then the Escrow Agent shall be directed to (i) disburse to the Buyer shall deduct from the amount Escrow Amount the Negative Adjustment Amount within three (3) Business Days from the date of such determination and (ii) following the disbursement of the shortfall from Negative Adjustment Amount to Buyer, disburse the Working Capital Holdback and promptly release the remainder, subject to Section 3.2(b) below, of the Working Capital Holdbackremaining Escrow Amount, if any, to the Sellers (such payment to be allocated among the Sellers on a pro rata basis based on each Seller. If the amount of such shortfall exceeds the Working Capital Holdback, the entire Working Capital Holdback shall be credited to the account of Buyer, and any such excess shall be promptly paid by Seller or the Shareholder to Buyer in cash. If the Working Capital balance presented ’s pre-closing ownership percentage interest in the Closing Balance Sheet is equal Company as set forth on Schedule 1.3.6); each such disbursement to or greater than be made in accordance with the September Working Capital Balance, terms of the amount of any such excess shall be promptly paid by Buyer to Seller in cash, and Buyer shall promptly release the entire Working Capital Holdback (subject to deduction pursuant to Section 3.2(b) below) to SellerEscrow Agreement. (bc) In addition If the Escrow Amount is less than the Negative Adjustment Amount, the Sellers shall pay the difference between the Negative Adjustment Amount and the Escrow Amount in cash to amountsBuyer within three (3) Business Days from the date of such determination. The Sellers shall be jointly and severally liable for the payment, if any, deducted required to be made pursuant to this Section 1.3.6(c). (d) If there is a Positive Adjustment Amount, then (i) the Buyer shall pay to the Sellers in cash (such payment to be allocated among the Sellers on a pro rata basis based on each Seller’s pre-closing ownership percentage interest in the Company as set forth on Schedule 1.3.6) the Positive Adjustment Amount within three (3) Business Days from the Working Capital Holdback in order date of such determination and (ii) the Escrow Agent shall be directed to effectuate an adjustment disburse to the Cash Purchase Price pursuant Sellers the Escrow Amount (such payment to Section 3.2(abe allocated among the Sellers on a pro rata basis based on each Seller’s pre-closing ownership percentage interest in the Company as set forth on Schedule 1.3.6) above, Buyer or ImageX may, in its discretion, after consultation with the Shareholder, offset against the Working Capital Holdback in accordance with Section 12.6 of this Agreement the amount of any Claims based on Sections 5.15 (Accounts and Other Receivables) and/or 5.16 (Inventory) of this Agreement or any Claim based on any excluded liability under Section 2.4.8 (Claims and Adjustments) of this Agreement (provided that Buyer shall use reasonable good faith efforts not to permit a return of merchandise that is inconsistent with Seller's current policies with respect to returns of Products in the course of Seller's conduct terms of the Business); in each case, to the extent such claims are known to and quantifiable by Buyer prior to disbursement of the Working Capital Holdback. No failure to offset any such Claims shall constitute a waiver thereof. In the event that the Shareholder in good faith disputes all or any portion of the amount of any such offset, the amount in question shall be set aside in a separate interest-bearing account of ImageX until such dispute is resolved either by mutual agreement of the Shareholder and ImageX or otherwise pursuant to this Agreement (any interest earned on the disputed amount shall be paid to the party determined to be entitled to such disputed amount). In the event there is an offset against the Working Capital Holdback with respect to any accounts receivable that are not collected within the time period set forth in Section 5.15, Buyer shall assign such accounts receivable to Seller, who thereafter may pursue such efforts of collection as Seller shall deem appropriate, provided that Seller shall in good faith seek to minimize any disruption to the Business to the extent reasonably practicable without prejudicing such collection effortsEscrow Agreement.