Common use of Cash Reconciliation Clause in Contracts

Cash Reconciliation. Within 30 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October 1, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"), and (b) the cash deposits made by the Company (the "DEPOSITS"). Within three business days following the Buyer's receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the Buyer, including (i) amounts paid after September 30, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30, 2004 that had not cleared the banks on September 30, 2004, which amounts were reflected on the September 30, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer or Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not cleared the banks as of the Closing, and Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not been reflected in the Company's accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's accounting practices consistent with past periods.

Cash Reconciliation. Within 30 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October 1, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"), and (b) the cash deposits made by the Company (the "DEPOSITS"). Within three business days following the Buyer's receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany, including (i) amounts paid after September 30, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30, 2004 that had not cleared the banks on September 30, 2004, which amounts were reflected on the September 30, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer or Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not cleared the banks as of the Closing, and (iii) workers compensation, general liability, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not been reflected in the Company's accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's accounting practices consistent with past periods.

Cash Reconciliation. Within 30 60 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October December 1, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"“Disbursements”), and (b) the cash deposits made by the Company (the "DEPOSITS"“Deposits”). Within three fifteen (15) business days following the Buyer's ’s receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Closing periods, including (i) amounts paid after September November 30, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September November 30, 2004 that had not cleared the banks on September November 30, 2004, which amounts were reflected on the September November 30, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer Company or Parent on behalf of the Company subsequent to September November 30, 2004, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September November 30, 2004, but before the Closing that have not been reflected in the Company's ’s accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's ’s accounting practices consistent with past periods.

Cash Reconciliation. Within 30 60 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October February 1, 20042005, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"“Disbursements”), and (b) the cash deposits made by the Company (the "DEPOSITS"“Deposits”). Within three business days following the Buyer's ’s receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Closing periods, including (i) amounts paid after September 30January 31, 2004 2005 for checks issued by the Company or Parent on behalf of the Company on or before September 30January 31, 2004 2005 that had not cleared the banks on September 30January 31, 20042005, which amounts were reflected on the September 30January 31, 2004 2005 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer Company or Parent on behalf of the Company subsequent to September 30January 31, 20042005, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30January 31, 20042005, but before the Closing that have not been reflected in the Company's ’s accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's ’s accounting practices consistent with past periods.

Cash Reconciliation. Within 30 60 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October July 1, 20042005, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"“Disbursements”), and (b) the cash deposits made by the Company (the "DEPOSITS"“Deposits”). Within three business days following the Buyer's ’s receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Closing periods, including (i) amounts paid after September June 30, 2004 2005 for checks issued by the Company or Parent on behalf of the Company on or before September June 30, 2004 2005 that had not cleared the banks on September June 30, 20042005, which amounts were reflected on the September June 30, 2004 2005 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer Company or Parent on behalf of the Company subsequent to September June 30, 20042005, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September June 30, 20042005, but before the Closing that have not been reflected in the Company's ’s accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's ’s accounting practices consistent with past periods.

Cash Reconciliation. Within 30 60 days following the Closing Date, the Company Parent shall prepare and deliver to the Buyer Surviving Company a schedule setting forth, for the period commencing on October August 1, 20042005, and ending as of the ClosingAgreed Effective Time, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"“Disbursements”), and (b) the cash deposits made by the Company (the "DEPOSITS"“Deposits”). Within three business days following the Buyer's Surviving Company’s receipt of such schedule, (i) the Buyer Surviving Company shall remit to the Company Parent in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company Parent shall remit to the BuyerSurviving Company, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Agreed Effective Time periods, including (i) amounts paid after September 30July 31, 2004 2005 for checks issued by the Company or Parent on behalf of the Company on or before September 30July 31, 2004 2005 that had not cleared the banks on September 30July 31, 20042005, which amounts were reflected on the September 30July 31, 2004 2005 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer Company or Parent on behalf of the Company subsequent to September 30July 31, 20042005, but before the Closing Agreed Effective Time that have not cleared the banks as of the ClosingAgreed Effective Time, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Agreed Effective Time, whether accrued prior to or after the Agreed Effective Time, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Agreed Effective Time, but for which invoices are received or accruals are made after the Agreed Effective Time. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30July 31, 20042005, but before the Closing Agreed Effective Time that have not been reflected in the Company's ’s accounts as of the ClosingAgreed Effective Time. Disbursements and Deposits will be accounted for in accordance with Parent's ’s accounting practices consistent with past periods.

Cash Reconciliation. Within 30 60 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October January 1, 20042005, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"“Disbursements”), and (b) the cash deposits made by the Company (the "DEPOSITS"“Deposits”). Within three business days following the Buyer's ’s receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Closing periods, including (i) amounts paid after September 30December 31, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30December 31, 2004 that had not cleared the banks on September 30December 31, 2004, which amounts were reflected on the September 30December 31, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer Company or Parent on behalf of the Company subsequent to September 30December 31, 2004, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30December 31, 2004, but before the Closing that have not been reflected in the Company's ’s accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's ’s accounting practices consistent with past periods.

Cash Reconciliation. Within 30 60 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October 1, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include only those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"), and (b) the cash deposits made by the Company (the "DEPOSITS"). Within three business days following the Buyer's receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Closing periods, including (i) amounts paid after September 30, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30, 2004 that had not cleared the banks on September 30, 2004, which amounts were reflected on the September 30, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer Company or Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not been reflected in the Company's accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's accounting practices consistent with past periods.. An illustrative example of this Cash Reconciliation calculation is attached and incorporated as Exhibit C.

Cash Reconciliation. Within 30 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October 1, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"“Disbursements”), and (b) the cash deposits made by the Company (the "DEPOSITS"“Deposits”). Within three business days following the Buyer's ’s receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Closing periods, including (i) amounts paid after September 30, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30, 2004 that had not cleared the banks on September 30, 2004, which amounts were reflected on the September 30, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer or Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not been reflected in the Company's ’s accounts as of the Closing. For purposes of this calculation, Deposits shall also include the amount of salary and expense reimbursement paid by the Company from September 30, 2004 to the Closing Date with respect to Xxx Xxxx, Regional Safety Manager. Disbursements and Deposits will be accounted for in accordance with Parent's ’s accounting practices consistent with past periods.

Cash Reconciliation. Within 30 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October 1, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"), and (b) the cash deposits made by the Company (the "DEPOSITS"). Within three business days following the Buyer's receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany, including (i) amounts paid after September 30, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30, 2004 that had not cleared the banks on September 30, 2004, which amounts were reflected on the September 30, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer Company or Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not cleared the banks as of the Closing, and Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not been reflected in the Company's accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's accounting practices consistent with past periods.

Cash Reconciliation. Within 30 60 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October May 1, 20042005, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"“Disbursements”), and (b) the cash deposits made by the Company (the "DEPOSITS"“Deposits”). Within three business days following the Buyer's ’s receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Closing periods, including (i) amounts paid after September April 30, 2004 2005 for checks issued by the Company or Parent on behalf of the Company on or before September April 30, 2004 2005 that had not cleared the banks on September April 30, 20042005, which amounts were reflected on the September April 30, 2004 2005 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer or Parent on behalf of the Company subsequent to September April 30, 20042005, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September April 30, 20042005, but before the Closing that have not been reflected in the Company's ’s accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's ’s accounting practices consistent with past periods. At the same time as Buyer or the Company, as appropriate, pay the amount of Deposits less Disbursements, the Parent and the company shall remit to the Buyer the amount of any account receivables owed by Parent or its affiliates to the Company on the Closing Date, to the extent not previously paid.

Cash Reconciliation. (a) Within 30 90 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October 1, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"), and (b) the cash deposits made by the Company (the "DEPOSITS"). Within three business days following of the Buyer's receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; provided, however, that if such amount exceeds $250,000, then $250,000 shall be due and payable on such third business day and the amounts in excess of $250,000 shall be due and payable on the 180th day following the Closing, or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Closing periods, including (i) amounts paid after September 30, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30, 2004 that had not cleared the banks on September 30, 2004, which amounts were reflected on the September 30, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer Company or Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30, 2004, but before the Closing that have not been reflected in the Company's accounts as of the Closing. Except as specifically set forth in paragraph 2.3(b) below, Disbursements and Deposits will be accounted for in accordance with Parent's accounting practices consistent with past periods. (b) At the Closing, the Parent shall pay to the Buyer a total of $118,000 on behalf of Pan American Electric Company, Inc. ("PAN AM"), through an offset to the Purchase Price, on account of certain accounts receivable and work in process owed to the Company by Pan Am for work done on the Holy Cross job, which accounts receivable and work in process would otherwise be included among the Assets, in full and final satisfaction of all amounts owed to the Company by the Parent, Pan Am, or any of their respective affiliates in connection with the Holy Cross project. At the Closing, the Parent shall pay to the Buyer a total of $51,643.10 on behalf of Federal Communications Group, Inc. ("FCG"), through an offset to the Purchase Price, on account of amounts owed by FCG to the Company, which amounts would otherwise be an account receivable or work in process included among the Assets, in full and final satisfaction of all amounts owed by FCG to the Company. Amounts offset against the Purchase Price in accordance with the above will not be treated as Disbursements. Further, Disbursements shall not include (i) lease payments and associated costs paid by the Company to FCG for the Xerox machine listed in Schedule 1.5, 7(b), or (ii) fees in the amount of $5,700 paid to Xxxxxxx & Wakefield in connection with the early termination of the Las Vegas, NV lease. (c) The Buyer and Parent, on its own behalf and on behalf of FCG, agree that $68,311.91 is owed by the Company to FCG at the Closing and shall not be due and payable until 180 days following the Closing Date. All amounts owed by the Company or the Buyer to FCG other than such $68,311.91 amount shall be paid in full by Buyer to FCG when due.

Cash Reconciliation. Within 30 60 days following the Closing Date, the Company shall prepare and deliver to the Buyer a schedule setting forth, for the period commencing on October 1December 31, 2004, and ending as of the Closing, (a) the cash disbursements funded by the Company, the Parent or any of their affiliates for the benefit of the Company, to include those made in the ordinary course to trade vendors and those made in the ordinary course for Company employee benefit plans (the "DISBURSEMENTS"“Disbursements”), and (b) the cash deposits made by the Company (the "DEPOSITS"“Deposits”). Within three business days following the Buyer's ’s receipt of such schedule, (i) the Buyer shall remit to the Company in immediately available funds, the amount by which the Disbursements exceed the Deposits, if any; or (ii) the Company shall remit to the Buyer, in like manner and within such period, the amount by which Deposits exceed the Disbursements, if any. Disbursements shall include, but not be limited to, actual cash amounts paid by the Company or the Parent on behalf of the BuyerCompany with respect to pre-Closing periods, including (i) amounts paid after September 30December 31, 2004 for checks issued by the Company or Parent on behalf of the Company on or before September 30December 31, 2004 that had not cleared the banks on September 30December 31, 2004, which amounts were reflected on the September 30December 31, 2004 balance sheet as negative cash amounts, and (ii) checks issued by the Buyer Company or Parent on behalf of the Company subsequent to September 30December 31, 2004, but before the Closing that have not cleared the banks as of the Closing, (iii) workers compensation, general liability, auto insurance, health and similar insurance premiums paid by the Parent on behalf of the Company with respect to periods prior to the Closing, whether accrued prior to or after the Closing, and (iv) other amounts paid by the Company or by the Parent on behalf of the Company with respect to periods prior to the Closing, but for which invoices are received or accruals are made after the Closing Date. Disbursements shall not include any payments to Leaf Financial Corp. or other payments associated with Buyer’s transition to Timberline Accounting Software, provided, however, that the first $2,500 of such payments shall be treated as Disbursements. Deposits shall include, but not be limited to, actual cash amounts received by the Company or the Parent on behalf of the Company subsequent to September 30December 31, 2004, but before the Closing that have not been reflected in the Company's ’s accounts as of the Closing. Disbursements and Deposits will be accounted for in accordance with Parent's ’s accounting practices consistent with past periods.