Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of the Closing Date, the Company has $300,000 in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants shall be entitled to review the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records to the extent related to the Closing Balance Sheet. The Closing Balance Sheet shall show all of the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform to generally accepted accounting principles and shall not be required to so conform.

Closing Balance Sheet. Attached hereto As soon as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of practicable after the Closing Date, the Company has $300,000 but in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no any event later than thirty within 45 calendar days (30) after following the Closing Date), Seller Buyer shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants shall be entitled to review the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to deliver the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records to the extent related to the Closing Balance SheetSellers' Representative. The Closing Balance Sheet shall show all be prepared by the Buyer from the Company's records and reviewed by Arthur Andersen & Co. and shall present fairly the assets and lxxxxxxtxxx xxx financial position and results of operations of the assets associated Company at the date thereof in accordance with GAAP, consistently applied. From the Business (which include cashClosing Date until the final determination of the Closing Balance Sheet, inventories, fixed assets Buyer shall grant Sellers and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company Sellers' Representative such access to the account Coxxxxx xxx xxx employees, books, records and files as Sellers may reasonably require to satisfy themselves of Seller; provided, however, if any Non-Business Asset has not been so transferred by the accuracy of the Closing DateBalance Sheet and its preparation in accordance with this Section 3.7. Sellers may, at their expense, cause their independent public accountants to audit or otherwise review the Closing Balance Sheet and Sellers and their independent public accountants shall have access to the work papers used by Buyer will cooperate with Seller to cause in preparing the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafterClosing Balance Sheet. Because If Sellers' Representative does not notify Buyer within 60 days after receipt of the "carve out" of Closing Balance Sheet that the Non-Business AssetsSellers object to any item on, or other matter relating to, the Closing Balance Sheet Sheet, then Sellers shall be deemed to have accepted the Closing Balance Sheet. If the Sellers' Representative does so object and if Buyer and Sellers are unable, within 30 days after receipt by Buyer of Sellers' Representative's notice of objection, to resolve any disputes regarding the Closing Balance Sheet, Sellers' Representative and Buyer shall each designate a firm of certified public accountants and Buyer and Sellers' Representative, together with such designated firms, shall jointly endeavor to resolve each dispute. If all such disputes are not resolved within 45 days after Buyer's being notified thereof, then the firms designated by Buyer and Sellers' Representative shall jointly select a third firm of nationally recognized certified public accountants, provided that if such firms fail to appoint such a third firm within 60 days after Buyer's receipt of said notification, either party may not conform request the American Arbitration Association in New York City to generally accepted accounting principles appoint an independent firm of certified public accountants of recognized national standing. Such third firm shall resolve all remaining disputes and its resolution shall not be final and binding on the parties and enforceable in a court of law. Each party shall be responsible for the fees and expenses of the firm it designated. The fees and expenses of the third firm, if required hereunder, shall be apportioned between the parties to so conformreflect the relative differences between the position asserted by each party with respect to each dispute referred to such third firm and the resolution reached by such third firm, with the party that is further from such resolution bearing a proportionately greater share of such fees and expenses. If there is more than one such dispute, the fees and expenses of such third firm shall be allocated in proportion to their respective amounts.

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is a proforma balance sheet for Within 10 days after the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regardClosing Date, Seller shall have the right prepare and deliver to sell or exchange assets Buyer a Closing Balance Sheet of the Company; provided, however, at the end Adjusted Assets/Liabilities of such period, the net worth of the Company shall be no less than $1,900,000. As Seller as of the Closing Date, the Company has $300,000 in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after the The Closing Date), Seller Balance shall cause to be prepared and delivered to in a manner consistent with the Buyer an adjusted balance sheet for preparation of the Company dated as of May 6, 2000 ("the Closing Opening Balance Sheet"). The Buyer and its accountants shall be entitled to review For purposes of the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating all account determinations shall be made as of the close of business on the Closing Date. For up to 10 days after the receipt of the Closing Balance Sheet prepared by Seller Sheet, Buyer may review and provide its comments or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records to the extent related objections to the Closing Balance Sheet. The Within 5 days after the end of such 10 day period, Seller shall issue the final Closing Balance Sheet. Attached to and made a part of the Closing Balance Sheet shall show all be a report (1) containing sufficient detail for the determination of and setting forth the amount of the assets associated with Book Value of the Business Adjusted Assets/Liabilities Assets as of the Closing Date (the "Closing Book Value") and (2) setting forth the "ADJUSTMENTS", for the accounts of the Inventory, Accounts Receivable and Assumed Liabilities which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company equal to the difference of (i) the Closing Book Value of the Inventory account, Accounts Receivable account and the Assumed Liability account, minus (ii) $749,000 for the Inventory account $540,000 for the Accounts Receivable account; and $288,000 for the Assumed Liabilities account, which the parties agree are the Opening Book Values for each such account of these Adjusted Assets/Liabilities. If the Adjustment Amount is positive, it shall be paid by Buyer to Seller; provided. If the Adjustment Amount is negative, however, if any Non-Business Asset has not been so transferred it shall be paid by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform to generally accepted accounting principles and shall not be required to so conformBuyer.

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is The Buyer shall prepare and cause Deloitte & Touche (the "Buyer's Accountants") to audit a proforma balance sheet for the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets determination of the Company; provided, however, at the end consolidated Net Asset Value of such period, the net worth Sellers as of the Company shall be no less than $1,900,000. As close of business on the Closing Date, Date (the Company has $300,000 in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer For purposes of measuring the carrying value of any element of the Closing Balance Sheet, the assets and its accountants liabilities referred to above will be presented as though the transactions contemplated herein had not occurred and in accordance with generally accepted accounting principles consistently applied ("GAAP"). To the extent applicable to GAAP, Sellers' accounting policies shall be entitled used in applying GAAP for this purpose. The Closing Balance Sheet shall be examined by a firm of independent certified public accountants selected by the Sellers (the "Sellers' Accountants"). In connection with the preparation of the Closing Balance Sheet, a physical count of the Corporate Sellers' inventory shall be taken on the Closing Date and the Buyer's Accountants and the Sellers' Accountants shall be present to review observe the count. The Sellers' Accountants may audit the work papers used in the preparation of the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating the Sellers shall make available to the Closing Balance Sheet prepared Buyer's Accountants, subject to such conditions as required by Seller such accountants, all work papers or its accountantsother documents and information as may be reasonably requested. Seller As soon as possible after the Closing, but in no event later than sixty (60) days after the Closing, the Buyer shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records deliver to the extent related to Sellers a draft copy of the Closing Balance Sheet. Within thirty (30) days of receipt thereof, the Buyer and the Sellers shall meet (if necessary) in an attempt to stipulate to the Purchase Price Adjustment described in Section 2.3(a) hereof (or stipulate to such portion thereof with respect to which there is no dispute) and, if and to the extent so stipulated, to prepare, jointly execute and deliver written instructions to the Escrow Agent instructing the Escrow Agent to disburse to the Buyer from the Escrow the amount of such Purchase Price Adjustment, 5 plus interest thereon as hereinafter provided, and, if necessary, to effectuate a cash payment by the Sellers to the Buyer of such Purchase Price Adjustment plus interest as is in excess of available funds in the Escrow. Any such Purchase Price Adjustment shall bear simple interest. If Buyer and Sellers determine that there is no Purchase Price Adjustment, they shall prepare, jointly execute and deliver written instructions to the Escrow Agent instructing the Escrow Agent to disburse the entire balance of the Escrow to the Sellers. The presentation of assets and liabilities on and for the purposes of the Closing Balance Sheet shall show all not be affected by the allocation of the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) Purchase Price as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets contemplated by Section 2.4 hereof nor by any appraisal or reappraisal made or caused to be transferred from made by or at the Company to the account direction of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform to generally accepted accounting principles and shall not be required to so conformparty.

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regardconnection with Closing, Seller shall have the right to sell or exchange assets present its management's internal accounting of the Company; provided, however, at the end balance sheets and working capital (with working capital defined as current assets minus current liabilities determined in accordance with generally accepted accounting principles) of such period, the net worth NWHI and Subsidiary as of the Company shall be no less than $1,900,000. As date of Closing (the Closing Date, the Company has $300,000 in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer ) and its accountants shall be entitled to review the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Sellermanagement's normal business hours, to Seller's personnel, properties, books and records to the extent related to the Closing Balance Sheetrepresentation affirming such balance sheet. The Closing Balance Sheet shall show all fairly represent the financial position of NWHI and Subsidiary as of the assets associated with date specified; and the Business (which include cash, inventories, fixed assets working capital and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable cash and accrued liabilities), all showing a net book value no marketable securities of each of NWHI and Subsidiary and shall not be less than $1,900,000as reflected on the current financial statements of each of NWHI and Subsidiary, dated as of September 30, 2000 (the "Current Financial Statements"). Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, prepare the Closing Balance Sheet may and deliver it to Buyer no later than twenty (20) business days following the Closing. Buyer shall have twenty (20) business days following receipt thereof to review the Closing Balance Sheet and to agree to any adjustments to the same, if and as appropriate. If Buyer and Seller cannot conform agree on said adjustments, then their respective accountants shall designate a third independent accountant to generally accepted accounting principles review and finally determine any disputed adjustments and to assess his expenses against any or all of the parties, as he shall deem appropriate. Seller, NWHI and Subsidiary represent and warrant that the Closing Balance Sheet, as finally determined, shall reflect a combined net working capital of at least the Minimum Net Capital and cash and marketable securities of at least the Minimum Cash and Securities. If it is determined that NWHI and Subsidiary have not be required achieved the Minimum Net Capital and the Minimum Cash and Securities, Seller shall immediately cure said shortfall(s) by delivering certified funds in the amount(s) thereof to Buyer. If Seller shall fail to so conformdeliver said funds, Buyer shall have the right to liquidate a sufficient amount of Closing Escrow Shares which are held in the Closing Escrow to cure said deficiency.

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is Promptly following the Closing, the Buyer will cause the Company to prepare and cause the Company's independent accountants to audit in accordance with Israeli GAAP at its expense a proforma balance sheet for the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As as of the Closing Date, the Company has $300,000 with all values stated in cash U. S. Dollars, which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon shall include a computation of net working capital (current assets less current liabilities) as practical (and in no event later than thirty days (30) after of the Closing DateDate (the "CLOSING BALANCE SHEET"), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of May 6, 2000 (". If the Closing Balance SheetSheet indicates zero or a positive value for net working capital or if the Closing occurs on or after January 1, 2002, no adjustment to the consideration payable to Sellers will be made. Provided that the Closing occurs on or before December 31, 2001, if the Closing Balance Sheet indicates a negative value for net working capital, then the number of shares of Additional Buyer Stock to be issued to Sellers shall be reduced, by such number of shares of Buyer Stock as are equal in value to the deficiency, based upon a deemed value of $.70 per share (the "ADDITIONAL BUYER STOCK ADJUSTMENT"). The Buyer and its accountants shall be entitled to review notify Sellers in writing of the amount of the Additional Buyer Stock Adjustment following delivery of the Closing Balance Sheet, and any working papersif Sellers do not within twenty days give Buyer written notice objecting to the calculation of the Additional Buyer Stock Adjustment, source documentsthen the parties will attempt to reach agreement within thirty days. If the parties are unsuccessful in reaching an agreement, trial balances they will submit such issues to an internationally recognized independent public accounting firm (the "ACCOUNTANTS") selected by mutual agreement. If issues in dispute are submitted to the Accountants for resolution, (i) each party will furnish to the Accountants such work papers and similar materials other documents and information relating to the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer disputed issues as the Accountants may request and its accountants with timely accessavailable to that party, during Seller's normal business hours, and will be afforded an opportunity to Seller's personnel, properties, books and records present to the extent related Accountants any material relating to the Closing Balance Sheet. The Closing Balance Sheet shall show all determination; (ii) the determination by the Accountants, as set forth in a notice delivered to both parties by the Accountants, will be binding and conclusive on the parties; and (iii) Buyer on the one hand, and Sellers on the other hand, will each bear 50% of the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because fees of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform to generally accepted accounting principles and shall not be required to so conformAccountants for such determination.

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, Within sixty ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of 60) days after the Closing Date, Seller shall prepare and deliver to Buyer, a consolidated pro forma balance sheet of the Company has $300,000 in cash which it will use to pay to Buyer Business as of the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after close of business on the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted . Such balance sheet for (the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants ) shall be entitled to review prepared consistently with the Closing September 30, 2000 Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to the Sheet included as part of Schedule 5.11; provided that such Closing Balance Sheet prepared by Seller shall not include (x) any accounts receivables or its accountants. Seller shall also provide Buyer and its accountants with timely access, during other rights to receive payments other than the Accounts Receivable; or (y) any liabilities resulting from Seller's normal business hoursfailure to fulfill its obligations under Section 7.6 to operate the Business in the ordinary course between the Effective Date and the Closing Date, to Seller's personnel, properties, books and records except to the extent related to that such liabilities have been disclosed in this Agreement or are otherwise disclosed, reflected or reserved against on the Closing Balance Sheet. The Closing Balance Sheet shall show all of not include any cash balance for EasyLink UK and, notwithstanding anything contained herein to the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000contrary, Seller shall cause have the right to remove all Non-Business Assets cash from EasyLink UK prior to be transferred the Closing; provided that during the period from the Company Effective Date through the Closing, EasyLink UK shall continue to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by pay its debts and obligations in all material respects in a manner that is consistent with past practices. Buyer will have thirty (30) days to review the Closing DateBalance Sheet and raise any objections that the Closing Balance Sheet was not prepared in accordance with the requirements set forth in this Section 7.16, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets by delivering a written notice to Seller as soon as possible thereafter. Because of such objection, which notice shall provide a detailed explanation of the "carve out" of reasons for Buyer's objection. In the Nonevent no such notice is received by Seller within such thirty-Business Assetsday-period, the Closing Balance Sheet may not conform will be deemed final. In the event that Seller does receive such notice within such thirty-day period, Buyer and Seller will act in good faith to generally accepted accounting principles and shall not be required resolve any differences or disputes (including, the case of Seller, providing such information as is reasonably requested by Buyer to so conformdocument items reflected on the Closing Balance Sheet) with respect to the Closing Balance Sheet within thirty days following Seller's receipt of Buyer's notice of objection hereunder.

Closing Balance Sheet. Attached hereto (a) As promptly as Exhibit 1.05 is a proforma balance sheet for the Companypracticable, which includes $1,900,000 of net worthbut no later than 60 days, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of after the Closing Date, the Company has $300,000 in cash which it Buyer will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after the Closing Date), Seller shall cause to be prepared and delivered to Seller the Buyer an adjusted balance sheet for Closing Balance Sheet and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of Closing Net Tangible Assets. The Closing Balance Sheet (the Company dated as of May 6, 2000 ("the Closing Balance Sheet")) shall fairly present the combined financial position of the Companies and the Subsidiaries as at the close of business on the Closing Date in conformity and on a basis consistent with the Accounting Principles. The Buyer "Closing Net Tangible Assets" means the combined stockholder's equity of the Companies and its accountants shall be entitled to review the Subsidiaries as shown on the Closing Balance Sheet, with the following adjustments: (i) less, to the extent included in the Closing Balance Sheet, all assets that in accordance with the Accounting Principles would be classified as intangible assets, including, without limitation, goodwill, patents, trademarks, deferred expenses and unamortized debt discount and (ii) excluding (A) the effect (including the Tax effect) of the purchase of the Shares and any working papersact, source documentsevent or transaction occurring after the Closing and not in the ordinary course of business of the Companies and the Subsidiaries, trial balances (B) any current or deferred income tax assets or liabilities, (C) any liabilities indemnified by Seller (whether or not Buyer is responsible for a portion thereof), (D) except as would be required of Seller by generally accepted accounting principles, any write up or write down of assets from their historic depreciated or amortized carrying cost to reflect any higher or lower market value and similar materials relating (E) the balance in single interest retention. delivery of the documents referred to in Section 2.03(a), deliver a notice to Buyer disagreeing with such calculation and setting forth Seller's calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which Seller disagrees, and Seller shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, the calculation of Closing Net Tangible Assets delivered pursuant to Seller's personnel, properties, books and records to the extent related to the Closing Balance Sheet. The Closing Balance Sheet shall show all of the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilitiesSection 2.03(a), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform to generally accepted accounting principles and shall not be required to so conform.

Closing Balance Sheet. Attached hereto As promptly as Exhibit 1.05 is a proforma practicable after the Effective Time (but in no event more than 60 days after the Effective Time), TBC will prepare and deliver to the Payment Agent and Buyer the fiscal 1996 audited consolidated financial statements for the fiscal year ended March 31, 1996 of TBC and the TBC Subsidiaries (the "CLOSING FINANCIAL STATEMENTS"), prepared in accordance with GAAP, including notes thereto, and audited by Xxxxxx Xxxxxxxx, LLP. The Closing Financial Statements shall be obtained at the expense of TBC. The balance sheet for contained in the CompanyClosing Financial Statements shall be referred to herein as the "CLOSING BALANCE SHEET." The Payment Agent and Buyer, which includes $1,900,000 and their respective firms of net worth, independent public accountants (as designated by the Payment Agent ("The Minimum RequirementsIMR'S ACCOUNTANTS") and as designated by Buyer ("DELOITTE"). Seller shall have ), if any, will be entitled to reasonable access during normal business hours to the exclusive right relevant records and working papers of TBC and Xxxxxx Xxxxxxxx, LLP to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As aid in their review of the Closing DateFinancial Statements. The Payment Agent shall be responsible for all costs of IMR's Accountants. Buyer shall be responsible for all costs of Deloitte. The Closing Financial Statements shall be deemed to be accepted by IMR and Buyer and shall be conclusive for the purposes of the Purchase Price Adjustment, except to the Company has $300,000 in cash which it will use to pay to extent, if any, that the Payment Agent or Buyer the amounts owed for fees and inventory purchases from January 11shall deliver, 2000 through May 6, 2000. As soon as practical (and in no event later than within thirty days (30) days after the date on which the Closing Date), Seller shall cause to be prepared and Financial Statements are delivered to the Payment Agent and the Buyer, a written notice to TBC from either or both the Payment Agent or Buyer, as applicable, with a copy to the other Party stating each and every item to which the Payment Agent or Buyer an adjusted balance sheet for takes exception as not being in accordance with GAAP or as having computational errors, specifying in detail the Company dated as nature and extent of May 6, 2000 any such exception ("the Closing Balance Sheet"it being understood that any amounts not disputed shall be paid promptly). The change item or items taken exception to by the Payment Agent or Buyer must include all identified positive and its negative improperly recorded or unrecorded adjustments that individually are in excess of $65,000 and, in the aggregate, result in a net reduction of stockholders' equity in excess of $65,000. If a change proposed by IMR or Buyer is disputed by the other Party, then TBC, the Payment Agent and Buyer shall negotiate in good faith to resolve such dispute. If, after a period of thirty (30) days following the date on which the Payment Agent or Buyer gives notice to TBC and the other Party of any proposed change, any such proposed change still remains disputed, then the Payment Agent and Buyer shall together choose an independent firm of public accountants shall be entitled of nationally recognized standing (the "ACCOUNTING FIRM") to review the Closing Balance Sheet, and resolve any working papers, source documents, trial balances and similar materials relating to the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records to the extent related to the Closing Balance Sheetremaining disputes. The Closing Balance Sheet Accounting Firm shall show all act as an arbitrator to determine, applying its expertise and knowledge of the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform to generally accepted both general accounting principles and the industry in question, based on workpapers and presentations by the Payment Agent and Buyer, and not by independent review of facts, only those issues still in dispute. In reaching its decisions the Accounting Firm shall not use the lowest amount or amounts asserted by a Party as a floor and the highest amount or amounts asserted by a Party as a ceiling in the determination of all disputes. The Accounting Firm's decision shall fall within the parameters set by those amounts and shall be required final and binding and shall be in accordance with the provisions of this Section 3.1. The fees and expenses of the Accounting Firm, if any, shall be paid equally by the Payment Agent and Buyer; PROVIDED, HOWEVER, that, if the Accounting Firm determines that either Party's position is, in all material respects, correct, then the other Party shall pay the fees charged by the Accounting Firm in connection with any such determination. Interest on any unpaid portion of any Purchase Price Adjustment shall be accrued at an annual rate of 10% from the date of notice of such dispute through the date of payment of such unpaid amount. Such interest shall be remitted by the Payment Agent together with the amount, if any, of the portion of the adjustment described in this Section 3.1 remaining to so conformbe paid.

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is a proforma balance sheet for On or before the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of 60th day after the Closing Date, the Company has $300,000 in cash which it Purchaser will use to pay to Buyer prepare a balance sheet as of the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after close of business on the Closing Date), Seller Date which shall cause to be prepared and delivered to audited by PricewaterhouseCoopers LLP (the Buyer an adjusted balance sheet for "Purchaser's Accountant") (together with the Company dated as related audit report of May 6, 2000 (such firm the "the Closing Balance Sheet"), and which shall set forth a calculation of the Closing Net Working Capital, and the Purchaser will deliver a copy of the Closing Balance Sheet to the Sellers' Representative. The Buyer Except as set forth on the Exceptions to GAAP Schedule 1E(ii), the Closing Balance Sheet shall (x) be prepared in accordance with GAAP consistent with the preparation of the Company's audited financial statements as of December 31, 1998 and its accountants shall be entitled to review (y) fairly present the financial position of the Company as of the Closing Date. During the 30-day period immediately following the Purchaser's delivery of the Closing Balance Sheet, the Purchaser will provide the Sellers' Representative and any working papersthe Sellers' accountant access to the Company's records, source documents, trial balances and similar materials relating will use reasonable efforts to provide the Sellers' Representative and the Sellers' accountant access to the Purchaser's Accountant and the work papers of the Purchaser's Accountant related to the preparation of the Closing Balance Sheet prepared by Seller and the calculation of the Closing Net Working Capital. On or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records prior to the extent related 30th day following Purchaser's delivery of the Closing Balance Sheet, the Sellers' Representative may give the Purchaser a written notice stating in reasonable detail the Sellers' objections (an "Objection Notice") to the Closing Balance Sheet. The Closing Balance Sheet Any Objection Notice shall show all specify in reasonable detail the dollar amount of any objection and the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000basis therefor. Prior to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, Any determination expressly set forth on the Closing Balance Sheet may which is not conform specifically objected to generally accepted accounting principles in the Objection Notice shall be deemed final and shall binding upon the Parties upon delivery of the Objection Notice. If the Sellers' Representative does not give the Purchaser an Objection Notice within such 30-day period, then the Closing Balance Sheet will be required to so conformconclusive and binding upon the Parties and the Closing Net Working Capital set forth in the Closing Balance Sheet will constitute the Closing Net Working Capital for purposes of Section 1D above.

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, Within sixty ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of 60) days after the Closing Date, Seller shall prepare and deliver to Buyer, a consolidated pro forma balance sheet of the Company has $300,000 in cash which it will use to pay to Buyer Business as of the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after close of business on the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted . Such balance sheet for (the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants ) shall be entitled to review prepared consistently with the Closing September 30, 2000 Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to the Sheet included as part of Schedule 5.11; provided that such Closing Balance Sheet prepared by Seller shall not include (x) 19 <PAGE> any accounts receivables or its accountants. Seller shall also provide Buyer and its accountants with timely access, during other rights to receive payments other than the Accounts Receivable; or (y) any liabilities resulting from Seller's normal business hoursfailure to fulfill its obligations under Section 7.6 to operate the Business in the ordinary course between the Effective Date and the Closing Date, to Seller's personnel, properties, books and records except to the extent related to that such liabilities have been disclosed in this Agreement or are otherwise disclosed, reflected or reserved against on the Closing Balance Sheet. The Closing Balance Sheet shall show all of not include any cash balance for EasyLink UK and, notwithstanding anything contained herein to the assets associated with the Business (which include cash, inventories, fixed assets and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000contrary, Seller shall cause have the right to remove all Non-Business Assets cash from EasyLink UK prior to be transferred the Closing; provided that during the period from the Company Effective Date through the Closing, EasyLink UK shall continue to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred by pay its debts and obligations in all material respects in a manner that is consistent with past practices. Buyer will have thirty (30) days to review the Closing DateBalance Sheet and raise any objections that the Closing Balance Sheet was not prepared in accordance with the requirements set forth in this Section 7.16, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets by delivering a written notice to Seller as soon as possible thereafter. Because of such objection, which notice shall provide a detailed explanation of the "carve out" of reasons for Buyer's objection. In the Nonevent no such notice is received by Seller within such thirty-Business Assetsday-period, the Closing Balance Sheet may not conform will be deemed final. In the event that Seller does receive such notice within such thirty-day period, Buyer and Seller will act in good faith to generally accepted accounting principles and shall not be required resolve any differences or disputes (including, the case of Seller, providing such information as is reasonably requested by Buyer to so conform.document items reflected on the Closing Balance Sheet) with respect to the Closing Balance Sheet within thirty days following Seller's receipt of Buyer's notice of objection hereunder. 7.17

Closing Balance Sheet. Attached hereto as Exhibit 1.05 is Not later than August 18, 1999, the Sellers will prepare and deliver to the Buyer a proforma combined balance sheet for of the CompanyCompany (the "Preliminary Closing Balance Sheet") reflecting the Sellers' best estimate of the Closing Book Value as of the Effective Time. Based on the foregoing, which includes the Sellers shall prepare and deliver a certificate (the "Sellers' Adjustment Certificate") to the Buyer certifying that the Preliminary Closing Balance Sheet fairly represents the Closing Book Value in accordance with GAAP, as modified in accordance with Section 1.4.1.3. If the Sellers' Adjustment Certificate shows a Closing Book Value of less than Four Million Dollars ($1,900,000 4,000,000), the Sellers shall credit the Buyer a dollar amount against the principal amount of net worththe Note (defined below), and the Purchase Price shall decrease, by an amount equal to Four Million Dollars ($4,000,000) minus the Closing Book Value ("The Minimum RequirementsDeficit"). Seller If the amount of the Deficit exceeds One Million Dollars ($1,000,000), the Sellers shall have credit the exclusive right to manage Buyer with the Company excess deficiency as a reduction in the Closing Amount. If Seller's Adjustment Certificate shows a Closing Book Value of more than Four Million Dollars ($4,000,000), the Purchase Price and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller Closing Amount shall have increase by the right to sell or exchange assets excess of the Company; providedClosing Book Value over Four Million Dollars ($4,000,000) Within ninety (90) days after the Closing, howeverthe Buyer will cause KPMG to review, at the end of such periodBuyer's Expense, the net worth of Preliminary Closing Balance Sheet in accordance with generally accepted auditing standards to determine that the Company shall be no less than $1,900,000Preliminary Closing Balance Sheet was prepared in accordance with GAAP as modified in accordance with Section 1.4.1.3 and make any appropriate adjustments thereto. As of Within ninety (90) days after the Closing Date, KPMG shall deliver to the Company has $300,000 in cash which it will use to pay to Buyer and the amounts owed for fees Sellers the "Closing Balance Sheet," notes thereto and inventory purchases from January 11, 2000 through May 6, 2000KPMG's report thereon. As soon as practical (and in no event later than Within thirty days (30) after the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as days of May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants shall be entitled to review receipt of the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to the Sellers will either accept the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide the Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records written objections to the extent related to accounting treatment of items included in or omitted from the Closing Balance Sheet. The If the Sellers accept the Closing Balance Sheet as presented or fail to object within the thirty- (30-) day period, then the Closing Balance Sheet will be deemed final and binding on the parties and shall be subject only to the Indemnification provisions of Article 9 below and the Buyer or the Sellers, as the case may be, shall, within five (5) business days thereafter, pay by increasing or decreasing the principal balance of the Note by the amount of the excess or deficit, as the case may be, of the amount of Closing Book Value in the Closing Balance Sheet minus the Closing Book Value in the Preliminary Closing Balance Sheet. If the Closing Book Value in the Preliminary Closing Date Balance Sheet exceeds the Closing Book Value in the Closing Date Balance Sheet by more than the then principal balance of the Note, the Sellers shall pay the Buyer the excess with interest at five percent (5%) per annum from the Closing Date. Any increase or decrease in the principal balance of the Note due to a difference in the Closing Book Value from the Preliminary Closing Balance Sheet shall show all be deemed made as of the assets associated Closing Date so that no interest shall accrue on any reduction in the principal balance and interest shall accrue on any increase in the principal balance of the Note. Any disagreement between the Buyer and the Seller that cannot be resolved by the parties within thirty (30) days after receipt of the Seller's written objections, will be resolved by the Seller and Buyer selecting an independent firm of certified public accountants of national reputation ("Second Accountants") to resolve the dispute. If the Seller and the Buyer are unable to agree on the choice of Second Accountants, they will select a "Big 5" accounting firm by lot (after excluding KPMG and their respective regular outside accounting firms) as Second Accountants. The parties shall have an opportunity to present their position to the Second Accountants and shall cooperate with the Business Second Accountants in making available to them any records or work papers requested by the Second Accountants. The decision of the Second Accountants (which include cash"Decision") shall be set forth in writing and will be conclusive and binding on the parties and subject to judicial enforcement and the Buyer or the Seller, inventoriesas the case may be, fixed assets and prepaid expensesshall, within five (5) as well as all liabilities associated with business days of receipt of the Business (including accounts payable and accrued liabilities)Decision, all showing a net book value no less than $1,900,000. Prior pay by wire transfer to May 6, 2000, Seller shall cause all Non-Business Assets the other any amounts needed to be transferred reflect any increases or decreases from the Company to Closing Book Value made from the account of Seller; provided, however, if any Non-Business Asset has not been so transferred 's Adjustment Certificate caused by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform to generally accepted accounting principles and as so determined. Each party shall not be required to so conformbear one-half (1/2) of the cost of the Second Accountants.

Closing Balance Sheet. Attached hereto As soon as Exhibit 1.05 is a proforma balance sheet for the Company, which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As of practicable after the Closing Date, the Company has $300,000 but in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no any event later than thirty within 45 calendar days (30) after following the Closing Date), Seller Buyer shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants shall be entitled to review the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to deliver the Closing Balance Sheet prepared by Seller or its accountants. Seller shall also provide Buyer and its accountants with timely access, during Seller's normal business hours, to Seller's personnel, properties, books and records to the extent related to the Closing Balance SheetSellers' Representative. The Closing Balance Sheet shall show all be prepared by the Buyer from the Company's records and reviewed by Xxxxxx Xxxxxxxx & Co. and shall present fairly the assets and liabilities and financial position and results of operations of the assets associated Company at the date thereof in accordance with GAAP, consistently applied. From the Business (which include cashClosing Date until the final determination of the Closing Balance Sheet, inventories, fixed assets Buyer shall xxxxx Xxxxxxx and prepaid expenses) as well as all liabilities associated with the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior Sellers' Representative such access to May 6, 2000, Seller shall cause all Non-Business Assets to be transferred from the Company and its employees, books, records and files as Sellers may reasonably require to satisfy themselves of the accuracy of the Closing Balance Sheet and its preparation in accordance with this Section 3.7. Sellers may, at their expense, cause their independent public accountants to audit or otherwise review the Closing Balance Sheet and Sellers and their independent public accountants shall have access to the account of Seller; provided, however, if any Non-Business Asset has not been so transferred work papers used by Buyer in preparing the Closing Date, Balance Sheet. If Sellers' Representative does not notify Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because within 60 days after receipt of the "carve out" of Closing Balance Sheet that the Non-Business AssetsSellers object to any item on, or other matter relating to, the Closing Balance Sheet Sheet, then Sellers shall be deemed to have accepted the Closing Balance Sheet. If the Sellers' Representative does so object and if Buyer and Sellers are unable, within 30 days after receipt by Buyer of Sellers' Representative's notice of objection, to resolve any disputes regarding the Closing Balance Sheet, Sellers' Representative and Buyer shall each designate a firm of certified public accountants and Buyer and Sellers' Representative, together with such designated firms, shall jointly endeavor to resolve each dispute. If all such disputes are not resolved within 45 days after Buyer's being notified thereof, then the firms designated by Buyer and Sellers' Representative shall jointly select a third firm of nationally recognized certified public accountants, provided that if such firms fail to appoint such a third firm within 60 days after Buyer's receipt of said notification, either party may not conform request the American Arbitration Association in New York City to generally accepted accounting principles appoint an independent firm of certified public accountants of recognized national standing. Such third firm shall resolve all remaining disputes and its resolution shall not be final and binding on the parties and enforceable in a court of law. Each party shall be responsible for the fees and expenses of the firm it designated. The fees and expenses of the third firm, if required hereunder, shall be apportioned between the parties to so conformreflect the relative differences between the position asserted by each party with respect to each dispute referred to such third firm and the resolution reached by such third firm, with the party that is further from such resolution bearing a proportionately greater share of such fees and expenses. If there is more than one such dispute, the fees and expenses of such third firm shall be allocated in proportion to their respective amounts.

Closing Balance Sheet. Attached hereto As soon as Exhibit 1.05 is a proforma balance sheet for practicable following the CompanyClosing Date, but in any event within sixty (60) days thereafter, the Buyer Parties shall prepare and deliver to Seller (i) the Balance Sheet of Seller as of the Closing Date (the “Closing Balance Sheet”), which includes $1,900,000 of net worth, ("The Minimum Requirements"). Seller shall have the exclusive right to manage the Company and the Business until 12:01 a.m. EDT on Saturday, May 6, 2000. In this regard, Seller shall have the right to sell or exchange assets of the Company; provided, however, at the end of such period, the net worth of the Company shall be no less than $1,900,000. As prepared in good faith in accordance with generally accepted accounting principles in the United States (“GAAP”) consistent with the Audited Financial Statements, and (ii) a calculation of Seller’s Working Capital as of the Closing Date, the Company has $300,000 in cash which it will use to pay to Buyer the amounts owed for fees and inventory purchases from January 11, 2000 through May 6, 2000. As soon as practical (and in no event later than thirty days (30) after the Closing Date), Seller shall cause to be prepared and delivered to the Buyer an adjusted balance sheet for the Company dated as of May 6, 2000 ("the Closing Balance Sheet"). The Buyer and its accountants shall be entitled to review the Closing Balance Sheet, and any working papers, source documents, trial balances and similar materials relating to in good faith based on the Closing Balance Sheet prepared by Seller or its accountantsin a manner consistent with the Working Capital Schedule (the “Closing Working Capital”). Seller shall also provide Buyer and its accountants with timely accessNotwithstanding the foregoing, during Seller's normal business hours, to Seller's personnel, properties, books and records to the extent related to Inventory line item set forth on the Closing Balance Sheet. The Closing Balance Sheet shall show all of be equal to the assets associated with Inventory line item set forth on the Business September 30, 2008 Working Capital calculation on the Working Capital Schedule, subject only to any physical count adjustments arising from the physical inventory to be completed following the Closing reflecting changes only in quantity or damaged goods as compared to the inventory listed on Schedule 4.23, which adjustments shall be made based upon the unit values set forth on Schedule 4.23 (which include cash, inventories, fixed assets unit values are reflected in the Books and prepaid expenses) as well as all liabilities associated with Records of Seller). At the Business (including accounts payable and accrued liabilities), all showing a net book value no less than $1,900,000. Prior to May 6, 2000Buyer Parties’ request, Seller (i) shall assist, and shall cause all Non-Business Assets its Representatives to be transferred from assist, the Company to Buyer Parties and their Representatives in the account preparation of Seller; provided, however, if any Non-Business Asset has not been so transferred by the Closing Date, Buyer will cooperate with Seller to cause the Company to transfer all such Non-Business Assets to Seller as soon as possible thereafter. Because of the "carve out" of the Non-Business Assets, the Closing Balance Sheet may not conform and (ii) shall provide the Buyer Parties and their Representatives with all information reasonably requested by them in connection therewith, including schedules of accounts receivable aging, accounts payable, accrued liabilities, Inventory and Fixtures and Equipment (net of depreciation and amortization expense), and a schedule of all prepayments, advance payments or prepaid expenses (including any prepaid rents and prepaid insurance premiums relating to generally accepted accounting principles and shall not be required to so conformany Acquired Employee Plan), in each case as of the Closing Date.