Common use of Closing Net Working Capital Adjustment Clause in Contracts

Closing Net Working Capital Adjustment. (a) Within thirty (30) days after the Closing Date, the Buyer shall prepare and deliver to the Seller a pro forma balance sheet of the Company together with a statement of the Closing Net Working Capital (the “Statement of Closing Net Working Capital”) and a copy of all work papers relating to the preparation of the Statement of Closing Net Working Capital. The Statement of Closing Net Working Capital shall be based upon the books and records of the Company and the books and records relating to the Purchased Assets and Assumed Liabilities and shall be prepared in accordance with Modified GAAP. The Seller, and any accountants or advisors retained by the Seller, shall be permitted access to the books and records of the Company and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital. (b) The Statement of Closing Net Working Capital shall be final and binding on the Parties unless the Seller shall, within thirty (30) days after the delivery of the Statement of Closing Net Working Capital, deliver to the Buyer written notice of any disagreement with the Statement of Closing Net Working Capital, which notice shall describe the nature of any such disagreement. If the Seller raises any objections within the aforesaid thirty (30) day period, then the Seller and the Buyer shall in good faith attempt to resolve the disputed matter. If the Seller and the Buyer are unable to resolve all disagreements within thirty (30) days after receipt by the Buyer of a written notice of disagreement, then, within ten (10) days thereafter, the Seller and the Buyer shall jointly select an arbiter from a nationally recognized independent public accounting firm that is not the independent auditor of any of the Buyer or the Company or their Affiliates or any firm that has provided services to the Buyer, the Seller or the Company since December 31, 2007 (or such other arbiter as the parties shall mutually select). If the Buyer and the Seller are unable to select an arbiter within such time period, the American Arbitration Association shall make such selection (the Person so selected shall be referred to herein as the “Accounting Arbitrator”). (c) The Accounting Arbitrator shall consider only those matters set forth in the Statement of Closing Net Working Capital upon which the Buyer and the Seller have disagreed and shall be required to resolve the matters in accordance with the terms and provisions of this Agreement. In submitting a dispute to the Accounting Arbitrator, each of the Buyer and the Seller shall concurrently furnish, at its own expense, to the Accounting Arbitrator and the other Party such documents and information as the Accounting Arbitrator may request. Each of the Buyer and the Seller may also furnish to the Accounting Arbitrator such other information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other Party. Neither the Buyer nor the Seller shall have or conduct any communication with the Accounting Arbitrator without the other Party’s either being present or receiving a concurrent copy of any written or email communication. The Accounting Arbitrator may conduct a conference concerning the objections of, and disagreements between, the Seller and the Buyer, at which conference each Party shall have the right to (i) present its documents, materials and other evidence (previously provided to the Accounting Arbitrator and the other Party), and (ii) have present its advisors, accountants, counsel and other representatives. (d) The Accounting Arbitrator shall resolve each item of disagreement based solely on the presentations and supporting material provided by the Parties and not pursuant to any independent review (the foregoing, however, shall not preclude the Accounting Arbitrator from independent research of facts or determining proper application of Modified GAAP or the terms of this Agreement with respect to the subject matter of the objections and disagreement between the Parties). The Parties will instruct the Accounting Arbitrator to issue a detailed written report within thirty (30) days after the selection of the Accounting Arbitrator that sets forth the resolution of all items in dispute and that contains a final Statement of Closing Net Working Capital. Such report shall be final and binding upon the Parties. The fees and expenses of the Accounting Arbitrator incurred in connection with the determination of the disputed items by the Accounting Arbitrator shall be borne by the Seller and the Buyer in an amount proportionate to the dollar amount contested and not awarded to such Party as a percentage of the total dollar amount contested by the Parties, as determined by the Accounting Arbitrator. The Buyer, the Company and the Seller shall cooperate fully with the Accounting Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Arbitrator or by other Parties hereto, all with the intent to fairly and in good faith resolve all disputes relating to the Statement of Closing Net Working Capital as promptly as reasonably practicable. (e) If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27, 2010 and in accordance with this Section 1.05(e)) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is less than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall (but only to the extent that such shortfall exceeds Five Hundred Thousand Dollars ($500,000)). If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27, 2010 and in accordance with this Section 1.05(e)) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is greater than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be increased by the sum of (i) One Dollar ($1.00) for each dollar of Closing Net Working Capital in excess of Thirty-Two Million Seven Hundred Seventy-Six Thousand Dollars ($32,776,000) up to and including Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000), and (ii) by Fifty Cents ($0.50) for each dollar of Closing Net Working Capital in excess of Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000). Notwithstanding the foregoing, the Parties agree that if the amount of Closing Backlog is materially lower than $30,900,000, then the Parties will negotiate in good faith regarding an equitable adjustment to the Purchase Price adjustment contemplated by this Section 1.05. (f) If any adjustment pursuant to this Section 1.05 results in an aggregate increase in the Purchase Price, within five (5) Business Days after the final determination of the Closing Net Working Capital, the Buyer shall remit to the Seller in immediately available funds the amount of such increase. Conversely, if any adjustment pursuant to this Section 1.05 results in an aggregate reduction in the Purchase Price, within five (5) Business Days after the final determination of the Closing Net Working Capital, the Seller and the Buyer shall send joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to the Buyer in immediately available funds the amount of such reduction from the Escrow Deposit.

Closing Net Working Capital Adjustment. At least one (a1) Within thirty Business Day before the Closing, the Sellers shall deliver to the Buyer a statement setting forth its good faith estimate of the Net Working Capital of the Companies (30the “Estimated Closing Net Working Capital”), which statement shall contain an estimated unaudited combined balance sheet of the Companies (the “Adjustment Balance Sheet”) days after as of the Closing Date, the Buyer shall prepare and deliver to the Seller a pro forma balance sheet calculation of the Company together with a statement of the Estimated Closing Net Working Capital (the “Statement Estimated Closing Net Working Capital Statement”), and a certificate of the Sellers stating that the Adjustment Balance Sheet and the Estimated Closing Net Working Capital was prepared in accordance with GAAP applied on a consistent basis with the preparation of the Target Net Working Capital Statement. If the Estimated Closing Net Working Capital exceeds the Target Net Working Capital, then within five (5) days the Buyer shall make a cash payment to the Sellers that is equal to such excess and such payment will be divided among the Sellers on a Pro Rata Cash Basis. If the Target Net Working Capital exceeds the Estimated Closing Net Working Capital”, then either (i) if finally determined at the Closing, the Cash Portion shall be decreased by such excess and such decreased amount shall be divided among the Sellers on a copy Pro Rata Cash Basis or (ii) within five (5) days of all work papers relating the Closing, the Sellers shall make a cash payment to the preparation of Buyer on a Pro Rata Cash Basis that is equal to such excess. Any such adjustment shall be treated as an adjustment to the Statement of Closing Net Working CapitalPurchase Price. The Statement of Closing Net Working Capital Buyer and the Parent shall be based upon the books and records of the Company and the books and records relating entitled to the Purchased Assets and Assumed Liabilities and shall be prepared in accordance with Modified GAAP. The Seller, and any accountants or advisors retained by the Seller, shall be permitted have access to the books and records of the Company Companies and to the personnel familiar Sellers’ work papers prepared in connection with the preparation of the Statement of Adjustment Balance Sheet and Estimated Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital. (b) The Statement of Closing Net Working Capital shall be final and binding on the Parties unless the Seller shall, within thirty (30) days after the delivery of the Statement of Closing Net Working Capital, deliver to the Buyer written notice of any disagreement with the Statement of Closing Net Working Capital, which notice shall describe the nature of any such disagreement. If the Seller raises any objections within the aforesaid thirty (30) day period, then the Seller and the Buyer shall in good faith attempt to resolve the disputed matter. If the Seller and the Buyer are unable to resolve all disagreements within thirty (30) days after receipt by the Buyer of a written notice of disagreement, then, within ten (10) days thereafter, the Seller and the Buyer shall jointly select an arbiter from a nationally recognized independent public accounting firm that is not the independent auditor of any of the Buyer or the Company or their Affiliates or any firm that has provided services to the Buyer, the Seller or the Company since December 31, 2007 (or such other arbiter as the parties shall mutually select). If the Buyer and the Seller are unable to select an arbiter within such time period, the American Arbitration Association shall make such selection (the Person so selected shall be referred to herein as the “Accounting Arbitrator”). (c) The Accounting Arbitrator shall consider only those matters set forth in the Statement of Closing Net Working Capital upon which the Buyer and the Seller have disagreed and shall be required entitled to resolve the matters in accordance discuss such books and records and work papers with the terms Sellers and provisions of this Agreement. In submitting a dispute to those other persons responsible for the Accounting Arbitrator, each of the Buyer and the Seller shall concurrently furnish, at its own expense, to the Accounting Arbitrator and the other Party such documents and information as the Accounting Arbitrator may request. Each of the Buyer and the Seller may also furnish to the Accounting Arbitrator such other information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other Party. Neither the Buyer nor the Seller shall have or conduct any communication with the Accounting Arbitrator without the other Party’s either being present or receiving a concurrent copy of any written or email communication. The Accounting Arbitrator may conduct a conference concerning the objections of, and disagreements between, the Seller and the Buyer, at which conference each Party shall have the right to (i) present its documents, materials and other evidence (previously provided to the Accounting Arbitrator and the other Party), and (ii) have present its advisors, accountants, counsel and other representativespreparation thereof. (d) The Accounting Arbitrator shall resolve each item of disagreement based solely on the presentations and supporting material provided by the Parties and not pursuant to any independent review (the foregoing, however, shall not preclude the Accounting Arbitrator from independent research of facts or determining proper application of Modified GAAP or the terms of this Agreement with respect to the subject matter of the objections and disagreement between the Parties). The Parties will instruct the Accounting Arbitrator to issue a detailed written report within thirty (30) days after the selection of the Accounting Arbitrator that sets forth the resolution of all items in dispute and that contains a final Statement of Closing Net Working Capital. Such report shall be final and binding upon the Parties. The fees and expenses of the Accounting Arbitrator incurred in connection with the determination of the disputed items by the Accounting Arbitrator shall be borne by the Seller and the Buyer in an amount proportionate to the dollar amount contested and not awarded to such Party as a percentage of the total dollar amount contested by the Parties, as determined by the Accounting Arbitrator. The Buyer, the Company and the Seller shall cooperate fully with the Accounting Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Arbitrator or by other Parties hereto, all with the intent to fairly and in good faith resolve all disputes relating to the Statement of Closing Net Working Capital as promptly as reasonably practicable. (e) If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27, 2010 and in accordance with this Section 1.05(e)) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is less than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall (but only to the extent that such shortfall exceeds Five Hundred Thousand Dollars ($500,000)). If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27, 2010 and in accordance with this Section 1.05(e)) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is greater than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be increased by the sum of (i) One Dollar ($1.00) for each dollar of Closing Net Working Capital in excess of Thirty-Two Million Seven Hundred Seventy-Six Thousand Dollars ($32,776,000) up to and including Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000), and (ii) by Fifty Cents ($0.50) for each dollar of Closing Net Working Capital in excess of Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000). Notwithstanding the foregoing, the Parties agree that if the amount of Closing Backlog is materially lower than $30,900,000, then the Parties will negotiate in good faith regarding an equitable adjustment to the Purchase Price adjustment contemplated by this Section 1.05. (f) If any adjustment pursuant to this Section 1.05 results in an aggregate increase in the Purchase Price, within five (5) Business Days after the final determination of the Closing Net Working Capital, the Buyer shall remit to the Seller in immediately available funds the amount of such increase. Conversely, if any adjustment pursuant to this Section 1.05 results in an aggregate reduction in the Purchase Price, within five (5) Business Days after the final determination of the Closing Net Working Capital, the Seller and the Buyer shall send joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to the Buyer in immediately available funds the amount of such reduction from the Escrow Deposit.

Closing Net Working Capital Adjustment. (a) Within thirty (30) 75 days after the Closing DateClosing, the Buyer PESI shall prepare and deliver to Parent a statement (the Seller a pro forma balance sheet “Closing Statement”) which reflects, in reasonable detail, the Net Working Capital Amount of the Company together as of the Closing (the “Closing Net Working Capital Amount”). The items reflected in the Closing Statement shall be determined using the same principles, policies and methods used in connection with a statement the determination of the Estimated Working Capital Adjustment Amount, except Current Liabilities and Current Assets shall be determined as of the Closing Date. The parties agree to cooperate with each other in connection with the preparation of the Closing Statement and PESI shall make available to Parent all records and workpapers used in preparing the Closing Statement. (b) Parent may dispute the Closing Net Working Capital (Amount and the “Closing Statement by notifying PESI in writing of Closing Net Working Capital”) any disputed amounts, and provide a copy of all work papers relating to the preparation reasonably detailed description of the Statement basis of any such dispute, within 45 days after Parent’s receipt of the Closing Net Working CapitalStatement. The Statement of If Parent disputes the Closing Net Working Capital Amount and the Closing Statement, Parent and PESI shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be based upon final, binding and conclusive on the books parties. If Parent and records PESI are unable to reach a resolution of any such differences within 30 days after PESI’s receipt of Parent’s written notice of dispute, Parent and PESI shall submit the Company amounts remaining in dispute for determination and resolution to a firm of independent certified public accountants selected jointly by Parent and PESI (or if Parent and PESI cannot agree within such 30 day period, a firm of independent certified public accountants as selected jointly by Parent’s and PESI’s respective choices of independent certified public accountants) (the books “Independent Accounting Firm”), which shall be instructed to determine and records relating report to the Purchased Assets parties, within 30 days after such submission, a resolution of such remaining disputed amounts, and Assumed Liabilities and such resolution shall be final, binding and conclusive on the parties hereto with respect to the remaining amounts disputed. The Independent Accounting Firm may not assign a value to any item in dispute greater than the greatest value for such item assigned by PESI, on the one hand, or Parent, on the other hand. The Independent Accounting Firm’s determination will be based solely on written submissions made by PESI and Parent prepared in accordance with Modified GAAP. The Seller, the guidelines and any accountants or advisors retained by the Seller, shall be permitted access to the books and records of the Company and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital. (b) The Statement of Closing Net Working Capital shall be final and binding on the Parties unless the Seller shall, within thirty (30) days after the delivery of the Statement of Closing Net Working Capital, deliver to the Buyer written notice of any disagreement with the Statement of Closing Net Working Capital, which notice shall describe the nature of any such disagreement. If the Seller raises any objections within the aforesaid thirty (30) day period, then the Seller and the Buyer shall in good faith attempt to resolve the disputed matter. If the Seller and the Buyer are unable to resolve all disagreements within thirty (30) days after receipt by the Buyer of a written notice of disagreement, then, within ten (10) days thereafter, the Seller and the Buyer shall jointly select an arbiter from a nationally recognized independent public accounting firm that is not the independent auditor of any of the Buyer or the Company or their Affiliates or any firm that has provided services to the Buyer, the Seller or the Company since December 31, 2007 (or such other arbiter as the parties shall mutually select). If the Buyer and the Seller are unable to select an arbiter within such time period, the American Arbitration Association shall make such selection (the Person so selected shall be referred to herein as the “Accounting Arbitrator”). (c) The Accounting Arbitrator shall consider only those matters procedures set forth in this Agreement and not on the Statement basis of Closing Net Working Capital upon which the Buyer an independent review. PESI and the Seller have disagreed Parent will each pay their own fees and shall be required to resolve the matters in accordance with the terms expenses (including any fees and provisions expenses of this Agreement. In submitting a dispute to the Accounting Arbitrator, each of the Buyer and the Seller shall concurrently furnish, at its own expense, to the Accounting Arbitrator and the other Party such documents and information as the Accounting Arbitrator may request. Each of the Buyer and the Seller may also furnish to the Accounting Arbitrator such other information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other Party. Neither the Buyer nor the Seller shall have or conduct any communication with the Accounting Arbitrator without the other Party’s either being present or receiving a concurrent copy of any written or email communication. The Accounting Arbitrator may conduct a conference concerning the objections of, and disagreements between, the Seller and the Buyer, at which conference each Party shall have the right to (i) present its documents, materials and other evidence (previously provided to the Accounting Arbitrator and the other Party), and (ii) have present its advisors, accountants, counsel their accountants and other representatives. (d) The Accounting Arbitrator shall resolve each item of disagreement based solely on the presentations and supporting material provided by the Parties and not pursuant to any independent review (the foregoing, however, shall not preclude the Accounting Arbitrator from independent research of facts or determining proper application of Modified GAAP or the terms of this Agreement in connection with respect to the subject matter of the objections and disagreement between the Parties). The Parties will instruct the Accounting Arbitrator to issue a detailed written report within thirty (30) days after the selection of the Accounting Arbitrator that sets forth the resolution of all items in any dispute under this Section 1.5 (excluding the fees and that contains a final Statement expenses of Closing Net Working Capital. Such report shall be final and binding upon the PartiesIndependent Accounting Firm). The fees and expenses of the Independent Accounting Arbitrator incurred in connection with the determination of the disputed items by the Accounting Arbitrator Firm pursuant to this Section 1.5(b) shall be borne by the Seller PESI and the Buyer Parent, in an amount proportionate to the dollar amount contested and not awarded to such Party inverse proportion as a percentage of the total dollar amount contested they may prevail on matters resolved by the PartiesIndependent Accounting Firm, as which proportionate allocations shall also be determined by the Independent Accounting ArbitratorFirm at the time the determination of such firm is rendered on the merits of the matters submitted. The Buyer, the Company and the Seller shall cooperate fully with the Accounting Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Arbitrator or by other Parties hereto, all with the intent to fairly and in good faith resolve all disputes relating to the Statement of Closing Net Working Capital as promptly as reasonably practicable. (e) If Amount shall be deemed to be modified to the amount representing Closing Net Working Capital (calculated in extent of any changes thereto that become final, binding and conclusive on the parties based on mutual agreement or a manner consistent with prior practice before June 27, 2010 and determination of the Independent Accounting Firm in accordance with this Section 1.05(e1.5(b). As used in this Agreement, the term “Final Net Working Capital Amount” shall mean, as applicable, (i) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is less than Amount, if undisputed by Parent, (ii) the Target Closing Net Working Capital Amount, as adjusted by more than Five Hundred Thousand Dollars ($500,000mutual agreement pursuant to this Section 1.5(b), or (iii) the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall (but only to the extent that such shortfall exceeds Five Hundred Thousand Dollars ($500,000)). If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27Amount, 2010 and in accordance with this Section 1.05(e)) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is greater than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be increased by the sum of (i) One Dollar ($1.00) for each dollar of Closing Net Working Capital in excess of Thirty-Two Million Seven Hundred Seventy-Six Thousand Dollars ($32,776,000) up to and including Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000), and (ii) by Fifty Cents ($0.50) for each dollar of Closing Net Working Capital in excess of Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000). Notwithstanding the foregoing, the Parties agree that if the amount of Closing Backlog is materially lower than $30,900,000, then the Parties will negotiate in good faith regarding an equitable adjustment to the Purchase Price adjustment contemplated by this Section 1.05. (f) If any adjustment adjusted pursuant to this Section 1.05 results in an aggregate increase in 1.5(b) by the Purchase Price, within five (5) Business Days after the final determination of the Closing Net Working Capital, the Buyer shall remit to the Seller in immediately available funds the amount of such increase. Conversely, if any adjustment pursuant to this Section 1.05 results in an aggregate reduction in the Purchase Price, within five (5) Business Days after the final determination of the Closing Net Working Capital, the Seller and the Buyer shall send joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to the Buyer in immediately available funds the amount of such reduction from the Escrow DepositIndependent Accounting Firm.

Closing Net Working Capital Adjustment. (a) Within thirty (30) days after LCR has delivered a statement to Buyer and Seller setting forth LCR’s reasonable good faith estimate, determined in accordance with the Closing Dateprocedures described on Schedule 2.6, the Buyer shall prepare and deliver to the Seller a pro forma balance sheet of the Company together with a statement value of the Net Working Capital as of June 30, 2006 (the “Estimated Net Working Capital”). (b) If the Closing Net Working Capital (is greater than the “Statement of Closing Estimated Net Working Capital”) and a copy of all work papers relating , Buyer shall make an additional payment to the preparation Seller in an amount equal to 41.25% of the Statement of Closing Net Working Capital. The Statement of Closing Net Working Capital shall be based upon amount by which the books and records of the Company and the books and records relating to the Purchased Assets and Assumed Liabilities and shall be prepared in accordance with Modified GAAP. The Seller, and any accountants or advisors retained by the Seller, shall be permitted access to the books and records of the Company and to the personnel familiar with the preparation of the Statement of Closing Net Working Capital for the purposes of reviewing the Statement of Closing Net Working Capital. (b) The Statement of Closing Net Working Capital shall be final and binding on the Parties unless the Seller shall, within thirty (30) days after the delivery of the Statement of Closing Net Working Capital, deliver to the Buyer written notice of any disagreement with the Statement of Closing Net Working Capital, which notice shall describe the nature of any such disagreement. If the Seller raises any objections within the aforesaid thirty (30) day period, then the Seller and the Buyer shall in good faith attempt to resolve the disputed matter. If the Seller and the Buyer are unable to resolve all disagreements within thirty (30) days after receipt by the Buyer of a written notice of disagreement, then, within ten (10) days thereafter, the Seller and the Buyer shall jointly select an arbiter from a nationally recognized independent public accounting firm that is not the independent auditor of any of the Buyer or the Company or their Affiliates or any firm that has provided services to the Buyer, the Seller or the Company since December 31, 2007 (or such other arbiter as the parties shall mutually select). If the Buyer and the Seller are unable to select an arbiter within such time period, the American Arbitration Association shall make such selection (the Person so selected shall be referred to herein as the “Accounting Arbitrator”). (c) The Accounting Arbitrator shall consider only those matters set forth in the Statement of Closing Net Working Capital upon which the Buyer and the Seller have disagreed and shall be required to resolve the matters in accordance with the terms and provisions of this Agreement. In submitting a dispute to the Accounting Arbitrator, each of the Buyer and the Seller shall concurrently furnish, at its own expense, to the Accounting Arbitrator and the other Party such documents and information as the Accounting Arbitrator may request. Each of the Buyer and the Seller may also furnish to the Accounting Arbitrator such other information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other Party. Neither the Buyer nor the Seller shall have or conduct any communication with the Accounting Arbitrator without the other Party’s either being present or receiving a concurrent copy of any written or email communication. The Accounting Arbitrator may conduct a conference concerning the objections of, and disagreements between, the Seller and the Buyer, at which conference each Party shall have the right to (i) present its documents, materials and other evidence (previously provided to the Accounting Arbitrator and the other Party), and (ii) have present its advisors, accountants, counsel and other representatives. (d) The Accounting Arbitrator shall resolve each item of disagreement based solely on the presentations and supporting material provided by the Parties and not pursuant to any independent review (the foregoing, however, shall not preclude the Accounting Arbitrator from independent research of facts or determining proper application of Modified GAAP or the terms of this Agreement with respect to the subject matter of the objections and disagreement between the Parties). The Parties will instruct the Accounting Arbitrator to issue a detailed written report within thirty (30) days after the selection of the Accounting Arbitrator that sets forth the resolution of all items in dispute and that contains a final Statement of Closing Net Working Capital. Such report shall be final and binding upon the Parties. The fees and expenses of the Accounting Arbitrator incurred in connection with the determination of the disputed items by the Accounting Arbitrator shall be borne by the Seller and the Buyer in an amount proportionate to the dollar amount contested and not awarded to such Party as a percentage of the total dollar amount contested by the Parties, as determined by the Accounting Arbitrator. The Buyer, the Company and the Seller shall cooperate fully with the Accounting Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Arbitrator or by other Parties hereto, all with the intent to fairly and in good faith resolve all disputes relating to the Statement of Closing Net Working Capital as promptly as reasonably practicable. (e) If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27, 2010 and in accordance with this Section 1.05(e)) as reflected in 2.6, exceeds the Statement of Closing Estimated Net Working Capital as finally determined in accordance Capital, together with this Section 1.05 is less than interest thereon at the Target Applicable Rate from and including the Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), Date to the Purchase Price date immediately preceding the date of payment. Such payment shall be decreased made by wire transfer or delivery of other immediately available funds on a dollar-for-dollar basis by or before the amount of such shortfall (but only to the extent that such shortfall exceeds Five Hundred Thousand Dollars ($500,000)). If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27, 2010 and in accordance with this Section 1.05(e)) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is greater than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be increased by the sum of (i) One Dollar ($1.00) for each dollar of Closing Net Working Capital in excess of Thirty-Two Million Seven Hundred Seventy-Six Thousand Dollars ($32,776,000) up to and including Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000), and (ii) by Fifty Cents ($0.50) for each dollar of Closing Net Working Capital in excess of Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000). Notwithstanding the foregoing, the Parties agree that if the amount of Closing Backlog is materially lower than $30,900,000, then the Parties will negotiate in good faith regarding an equitable adjustment to the Purchase Price adjustment contemplated by this Section 1.05. (f) If any adjustment pursuant to this Section 1.05 results in an aggregate increase in the Purchase Price, within five (5) fifth Business Days Day after the final determination of the Closing Net Working Capital Adjustment in accordance with this Section 2.6. If the Closing Net Working Capital is less than the Estimated Net Working Capital, Seller shall make a payment to Buyer in an amount equal to 41.25% of the Buyer shall remit amount by which the Estimated Net Working Capital exceeds the Closing Net Working Capital, as calculated in accordance with this Section 2.6, together with interest thereon at the Applicable Rate from and including the Closing Date to the Seller in date immediately preceding the date of payment. Such payment shall be made by wire transfer or delivery of other immediately available funds on or before the amount of such increase. Conversely, if any adjustment pursuant to this Section 1.05 results in an aggregate reduction in the Purchase Price, within five (5) fifth Business Days Day after the final determination of the Closing Net Working CapitalCapital Adjustment in accordance with this Section 2.6. The payment to be made by Buyer or by Seller, as applicable, is herein called the Seller and the “Closing Net Working Capital Adjustment.” (c) Buyer shall send joint written instructions initially calculate the Closing Net Working Capital and deliver to Seller a statement (the Escrow Agent, instructing the Escrow Agent to distribute to the Buyer in immediately available funds “Closing Net Working Capital Statement”) setting forth the amount of the Closing Net Working Capital, together with supporting calculations and information, on or before the 30th day after the Closing Date. From the Closing Date through the final determination of the Closing Net Working Capital in accordance with this Section 2.6(c), Buyer shall cause its and LCR’s employees to give Seller and its advisors access at all reasonable times to the personnel, properties and books and records of the Business and working papers of Buyer and LCR for the purpose of determining the Closing Net Working Capital. Unless Seller gives notice to Buyer on or before the 30th day after receipt of the Closing Net Working Capital Statement that it disputes the Closing Net Working Capital specified in the Closing Net Working Capital Statement, the Closing Net Working Capital shall be as specified in the Closing Net Working Capital Statement. If Seller gives notice to Buyer on or before such reduction from 30th day that it disputes the Escrow DepositClosing Net Working Capital specified in the Closing Net Working Capital Statement, Seller and Buyer shall consult in good faith and use commercially reasonable efforts to agree upon the calculation of the Closing Net Working Capital. If on or before the 45th day after receipt by Seller of the Closing Net Working Capital Statement, Seller and Buyer have not agreed on the Closing Net Working Capital, either Party shall have the right to submit such matters as remain in dispute to Ernst & Young LLP, or such other accounting firm as they shall agree, for final resolution, which resolution shall be binding upon Seller and Buyer. The fees and expenses of such accounting firm for its services in resolving such dispute shall be borne equally by Seller and Buyer.

Closing Net Working Capital Adjustment. (a) Within thirty (30) At least three business days after prior to the Closing Date, Seller shall, or shall cause the Companies to, cause to be prepared and delivered to Buyer shall prepare and deliver to a schedule setting forth, in reasonable detail, the Seller a pro forma balance sheet of the Company together with a statement Companies' good faith estimate of the Closing Net Working Capital (the “Statement of "Estimated Closing Net Working Capital”") and along with a copy of all work papers relating to the preparation computations used in connection with such determination of the Statement of Estimated Closing Net Working Capital. The Statement If the Estimated Closing Net Working Capital is greater than $14,683,100 (the "Base Closing Net Working Capital"), the Base Purchase Price shall be increased by the amount of such excess; provided, however, that at the Closing, Buyer shall not be required to pay to Seller under this sentence an amount in excess of the sum of $15 million plus the amount of cash held by the Companies and the Company Subsidiaries as of the Closing (it being understood and agreed that to the extent Buyer is not required to pay to Seller at Closing any amount pursuant to the immediately preceding proviso, such amount will be paid to Buyer within 90 days of the Closing Date and with no adjustment at the time of payment. If the Estimated Closing Net Working Capital is less than the Base Closing Net Working Capital, the Base Purchase Price shall be decreased by the amount of such deficiency. Estimated Closing Net Working Capital and Final Closing Net Working Capital shall be based upon calculated on a consistent basis and on a basis which is consistent with the books and records calculation of the Company and the books and records relating to the Purchased Assets and Assumed Liabilities and shall be prepared in accordance with Modified GAAP. The Seller, and any accountants or advisors retained by the Seller, shall be permitted access to the books and records of the Company and to the personnel familiar with the preparation of the Statement of Base Closing Net Working Capital for including without limitation the purposes exceptions to GAAP (as defined in Section 2.5(a)) described in Section 1.4(a) of reviewing the Statement Disclosure Letter. Notwithstanding anything to the contrary contained herein except as provided in the immediately preceding sentence, the accounting principles and methodologies used in the audited Financial Statements shall have no bearing to the determination of Closing Net Working Capital. (b) The Statement of Closing Net Working Capital shall be final and binding on the Parties unless the Seller shallAs promptly as practicable, within thirty (30) days but in no event later than 90 days, after the delivery of the Statement of Closing Net Working CapitalDate, Buyer shall prepare and deliver to the Buyer written notice of any disagreement with the Statement of Seller a schedule ("Buyer's Closing Net Working Capital, which notice shall describe the nature of any such disagreement. If the Seller raises any objections within the aforesaid thirty (30Schedule") day period, then the Seller and the Buyer shall in good faith attempt to resolve the disputed matter. If the Seller and the Buyer are unable to resolve all disagreements within thirty (30) days after receipt by the Buyer of a written notice of disagreement, then, within ten (10) days thereafter, the Seller and the Buyer shall jointly select an arbiter from a nationally recognized independent public accounting firm that is not the independent auditor of any of the Buyer or the Company or their Affiliates or any firm that has provided services to the Buyer, the Seller or the Company since December 31, 2007 (or such other arbiter as the parties shall mutually select). If the Buyer and the Seller are unable to select an arbiter within such time period, the American Arbitration Association shall make such selection (the Person so selected shall be referred to herein as the “Accounting Arbitrator”). (c) The Accounting Arbitrator shall consider only those matters set setting forth in the Statement of Closing Net Working Capital upon which the Buyer and the Seller have disagreed and shall be required to resolve the matters in accordance with the terms and provisions of this Agreement. In submitting a dispute to the Accounting Arbitrator, each of the Buyer and the Seller shall concurrently furnish, at its own expense, to the Accounting Arbitrator and the other Party such documents and information as the Accounting Arbitrator may request. Each of the Buyer and the Seller may also furnish to the Accounting Arbitrator such other information and documents as it deems relevant, with copies of such submission and all such documents and information being concurrently given to the other Party. Neither the Buyer nor the Seller shall have or conduct any communication with the Accounting Arbitrator without the other Party’s either being present or receiving a concurrent copy of any written or email communication. The Accounting Arbitrator may conduct a conference concerning the objections of, and disagreements between, the Seller and the reasonable detail Buyer, at which conference each Party shall have the right to (i) present its documents, materials and other evidence (previously provided to the Accounting Arbitrator and the other Party), and (ii) have present its advisors, accountants, counsel and other representatives. (d) The Accounting Arbitrator shall resolve each item of disagreement based solely on the presentations and supporting material provided by the Parties and not pursuant to any independent review (the foregoing, however, shall not preclude the Accounting Arbitrator from independent research of facts or determining proper application of Modified GAAP or the terms of this Agreement with respect to the subject matter of the objections and disagreement between the Parties). The Parties will instruct the Accounting Arbitrator to issue a detailed written report within thirty (30) days after the selection of the Accounting Arbitrator that sets forth the resolution of all items in dispute and that contains a final Statement 's calculation of Closing Net Working Capital. Such report Buyer's Closing Schedule shall also set forth, and explain, in reasonable detail any differences between Buyer's calculation of Closing Net Working Capital and the Estimated Closing Net Working Capital. Any computations and workpapers used in the preparation of Buyer's Closing Schedule shall also be provided to Seller at such time. If Buyer employs a firm of independent accountants in connection with the preparation of Buyer's Closing Schedule, Buyer shall cause such independent accountants to deliver to Seller any computations and workpapers used in the preparation of Buyer's Closing Schedule. In addition, Buyer shall make available to Seller the appropriate personnel involved in the preparation of Buyer's Closing Schedule. Seller will notify Buyer in writing ("Seller's Dispute Notice") within 30 days after receiving Buyer's Closing Schedule if Seller disagrees with Buyer's calculation of the Closing Net Working Capital as set forth in Buyer's Closing Schedule, which notice shall set forth in reasonable detail the basis for such disagreement, the dollar amounts involved and Seller's calculation of the Closing Net Working Capital. Buyer will give Seller and its representatives access during the normal business hours of Buyer and the Companies to the personnel, books and records of the Companies and the Company Subsidiaries to assist Seller in the preparation of Seller's Dispute Notice. If no Seller's Dispute Notice is received by Buyer within such 30-day period, Buyer's calculation of the Closing Net Working Capital as set forth in Buyer's Closing Schedule shall be final and binding upon the Partiesparties hereto. (c) Upon receipt by Buyer of Seller's Dispute Notice, Seller and Buyer shall negotiate in good faith to resolve any disagreement with respect to Closing Net Working Capital set forth in Seller's Dispute Notice. To the extent Buyer and Seller are unable to agree with respect to Closing Net Working Capital within 30 days after receipt by Buyer of Seller's Dispute Notice, Buyer and Seller shall promptly submit their dispute to Xxxxxx Xxxxxxxx LLP or such other mutually acceptable internationally recognized accounting firm with no material relationship to Buyer or Seller for a binding resolution. Closing Net Working Capital as agreed upon by Seller and Buyer, as deemed agreed upon pursuant to the last sentence of Section 1.4(b) or as determined by such accounting firm, in accordance herewith, shall be termed the "Final Closing Net Working Capital." The fees and expenses of such accounting firm shall be paid one-half by Seller and one-half by Buyer. If all items constituting the Accounting Arbitrator incurred Final Closing Net Working Capital have been agreed upon by Seller and Buyer or determined by such accounting firm but Seller still believes that the amount of the reserve for Taxes (other than Income Taxes) (the "Other Tax Reserve") utilized in connection with such determination is greater than it should be, then Seller shall nevertheless be deemed to have agreed to such determination of Final Closing Net Working Capital, but shall have the following rights, if timely exercised. If within 3 business days after the determination of the disputed items Final Closing Net Working Capital, Seller notifies Buyer in writing of its continued disagreement with respect to the amount of the Other Tax Reserve and informs Buyer of the amount (which shall be determined by using methodologies and taking positions consistent with those used and taken in determining the amount of the reserve for Taxes included on the Balance Sheet (as defined in Section 2.5(a)) that Seller deems to be the appropriate Other Tax Reserve (such amount being referred to as the "Seller's Other Tax Reserve"), then for purposes of Final Closing Net Working Capital, Seller's Other Tax Reserve rather than the Other Tax Reserve shall be utilized. In such event, Seller shall indemnify Buyer for Losses relating to matters covered by the Accounting Arbitrator shall be borne Other Tax Reserve pursuant to Section 7.2, but without regard to any deductible for any Basket Amount contemplated by Section 7.2, until the Seller and amount of such dollar-for-dollar indemnity actually paid to Buyer equals the Buyer in an amount proportionate to by which the dollar amount contested and not awarded to such Party as a percentage of Other Tax Reserve exceeds Seller's Other Tax Reserve. (d) If the total dollar amount contested by the Parties, as determined by the Accounting Arbitrator. The Buyer, the Company and the Seller shall cooperate fully with the Accounting Arbitrator and respond on a timely basis to all requests for information or access to documents or personnel made by the Accounting Arbitrator or by other Parties hereto, all with the intent to fairly and in good faith resolve all disputes relating to the Statement of Final Closing Net Working Capital exceeds the Estimated Closing Net Working Capital, Buyer shall pay to Seller the amount of such excess, or if the Estimated Closing Net Working Capital exceeds the Final Closing Net Working Capital, Seller shall pay to Buyer the amount of such excess, in either case, within five business days after the Final Closing Net Working Capital becomes final and binding on the parties hereto by wire transfer of immediately available funds to a bank account designated by Seller or Buyer, as promptly as reasonably practicablethe case may be, to the other party. (e) If Buyer agrees that, from the amount representing Closing through the date on which the Final Closing Net Working Capital (calculated in a manner consistent becomes final and binding, it will not, and will cause the Companies not to, take any actions with prior practice before June 27respect to any accounting books, 2010 records, policies or procedures, including collection of accounts receivable and in accordance settlement of current liabilities, on which the Closing Net Working Capital is to be based that are inconsistent with this Section 1.05(e)) the past practices of the Companies with respect to such accounting books, records, policies or procedure as reflected in the Statement of Closing Net Working Capital March 31 Balance Sheet (as finally determined defined in accordance with this Section 1.05 is less than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be decreased on a dollar-for-dollar basis by the amount of such shortfall (but only to the extent that such shortfall exceeds Five Hundred Thousand Dollars ($500,0002.5(a)). If the amount representing Closing Net Working Capital (calculated in a manner consistent with prior practice before June 27, 2010 and in accordance with this Section 1.05(e)) as reflected in the Statement of Closing Net Working Capital as finally determined in accordance with this Section 1.05 is greater than the Target Closing Net Working Capital by more than Five Hundred Thousand Dollars ($500,000), the Purchase Price shall be increased by the sum of (i) One Dollar ($1.00) for each dollar of Closing Net Working Capital in excess of Thirty-Two Million Seven Hundred Seventy-Six Thousand Dollars ($32,776,000) up to and including Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000), and (ii) by Fifty Cents ($0.50) for each dollar of Closing Net Working Capital in excess of Thirty-Three Million One Hundred Twenty-Seven Thousand Dollars ($33,127,000). Notwithstanding the foregoing, the Parties agree that if the amount of Closing Backlog is materially lower than $30,900,000, then the Parties will negotiate in good faith regarding an equitable adjustment to the Purchase Price adjustment contemplated by this Section 1.05. (f) If any adjustment pursuant to this Section 1.05 results in an aggregate increase in the Purchase Price, within five (5) Business Days after the final determination of the Closing Net Working Capital, the Buyer shall remit to the Seller in immediately available funds the amount of such increase. Conversely, if any adjustment pursuant to this Section 1.05 results in an aggregate reduction in the Purchase Price, within five (5) Business Days after the final determination of the Closing Net Working Capital, the Seller and the Buyer shall send joint written instructions to the Escrow Agent, instructing the Escrow Agent to distribute to the Buyer in immediately available funds the amount of such reduction from the Escrow Deposit.