Common use of Closing Working Capital Clause in Contracts

Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no later than forty-five (45) days after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) will cause to be prepared and delivered to the Management Representative, on behalf of the Management Shareholders, a statement setting forth Buyer’s calculation of the Company’s Net Working Capital (the “Closing Statement”). The Closing Statement shall be prepared in accordance with the accounting policies set out in Schedule 1.06. (c) If Management Representative disagrees with the Closing Statement, he may, within thirty (30) days after delivery thereof, deliver a notice to Buyer specifying those items or amounts as to which he disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf of the Management Shareholders, shall be deemed to have agreed with those items and amounts included in the computation of Net Working Capital as set forth in the Closing Statement which are not specifically disputed in the Objection. (d) If the Objection is duly delivered pursuant to Section 1.06(c), Buyer and the Management Representative shall, during the thirty (30) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine Net Working Capital. If, during such period, Buyer and the Management Representative are unable to reach such agreement, they shall promptly thereafter retain an accounting firm mutually agreed upon by Buyer and the Management Representative (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such firm shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales) (the “Accounting Referee”) to promptly review this Agreement and the disputed items or amounts for the purpose of calculating Net Working Capital. In making any such calculation, the Accounting Referee shall consider only those items or amounts in the Closing Statement as to which the Management Representative has specifically disagreed in the Objection and for which appropriate documentation in support of his position has been submitted. Buyer and the Management Representative shall direct the Accounting Referee to use its best efforts to render its determination as promptly as practicable, but in no event later than thirty (30) days after being retained by Buyer and the Management Representative. The Accounting Referee shall deliver to Buyer and the Management Representative a report setting forth its determination of Net Working Capital, including all supporting calculations. Such report and the Accounting Referee’s determination of Net Working Capital shall be conclusive, final and binding upon Buyer and the Management Shareholders. The cost of the Accounting Referee’s review and report shall be borne 50% by Buyer and 50% by the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitrator. (e) Buyer and the Management Representative agree that they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation of the Closing Statement, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Working Capital (as finally determined pursuant to this Section 1.06) is less than the Estimated Working Capital, then each Management Shareholder shall be liable for his Management Proportion of the difference between such amounts, which shall be paid to Buyer from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwise. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.

Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no later than forty-five (45) Within 75 days after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) will prepare, or cause to be prepared prepared, and delivered deliver to the Management RepresentativeRepresentatives an unaudited Closing Working Capital Statement (the “Closing Working Capital Statement”), on behalf of the Management Shareholders, a statement setting which shall set forth Buyer’s calculation of the Company’s Net Working Capital as of the Closing Date (the “Closing StatementWorking Capital”). The Closing Working Capital Statement shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis substantially consistent with those used in the accounting policies set out preparation of the Balance Sheet and will include the accounts identified on Schedule 1.5. In determining Closing Working Capital, the amount will be adjusted to account for the difference between the 2008 budgeted capital expenditures through the Closing Date detailed on Schedule 1.5(a) (the “Budgeted Capital Expenditures”), and the actual capital expenditures made with respect to the items detailed on Schedule 1.5(a) through the Closing Date (the “Actual Capital Expenditures”). To the extent the amount of the Budgeted Capital Expenditures exceeds the Actual Capital Expenditures incurred, the Closing Working Capital will be reduced in Schedule 1.06accordance with this Section 1.5(a). To the extent the Actual Capital Expenditures incurred exceeds the amount of Budgeted Capital Expenditures, and such excess is approved in writing by Buyer, then the Closing Working Capital will be increased in accordance with this Section 1.5(a). (cb) If Management Representative disagrees with Upon receipt from Buyer, the Representatives shall have 45 days to review the Closing StatementWorking Capital Statement (the “Review Period”). If Sellers disagree with Buyer’s computation of Closing Working Capital, he the Representatives may, within thirty (30) days after delivery thereofon or prior to the last day of the Review Period, deliver a notice to Buyer specifying (the “Notice of Objection”), which sets forth its objections to Buyer’s calculation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts as to with which he disagreesSellers disagree, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf together with a detailed written explanation of the Management Shareholdersreasons for disagreement with each such item or amount, and shall set forth the Representatives’ calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Sellers shall be deemed to have agreed with those Buyer’s calculation of all other items and amounts included in the computation of Net Working Capital as set forth contained in the Closing Statement which are not specifically disputed in the ObjectionWorking Capital Statement. (dc) Unless the Representatives deliver the Notice of Objection to Buyer within the Review Period, Sellers shall be deemed to have accepted Buyer’s calculation of Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and binding. If the Representatives deliver the Notice of Objection is duly delivered pursuant to Section 1.06(c)Buyer within the Review Period, Buyer and the Management Representative Representatives shall, during the thirty (30) 45 days following such deliverydelivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items or and amounts in order to determine Net the amount of Closing Working Capital. If, during at the end of such periodperiod or any mutually agreed extension thereof, Buyer and the Management Representative Representatives are unable to reach such agreementresolve their disagreements, they shall promptly thereafter jointly retain an and refer their disagreements to Xxxxx Xxxxxxxx LLP (or, if such firm shall decline or is unable to act, or has a material relationship with Buyer or Sellers or any of their respective Affiliates or any other material conflict of interest) another nationally recognized independent accounting firm mutually agreed upon acceptable to Buyer and the Representatives (the “Independent Expert”). The parties shall instruct the Independent Expert promptly to review this Section 1.5 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Closing Working Capital set forth in the Closing Working Capital Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Buyer and the Management Representative (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such firm shall be nominated by the President for the time being of the Institute of Chartered Accountants in England Representatives and Wales) (the “Accounting Referee”) to promptly review this Agreement and the disputed items or amounts for the purpose of calculating Net Working Capital. In making any such calculation, the Accounting Referee shall consider only those items or amounts in the Closing Statement as to which the Management Representative has specifically disagreed in the Objection and for which appropriate documentation in support of his position has been submittednot on an independent review. Buyer and Sellers shall make available to the Management Representative shall direct Independent Expert all relevant books and records and other items reasonably requested by the Accounting Referee to use its best efforts to render its determination as Independent Expert. As promptly as practicable, practicable but in no event later than thirty (30) 45 days after being retained by Buyer and its retention, the Management Representative. The Accounting Referee Independent Expert shall deliver to Buyer and the Management Representative Representatives a report setting which sets forth its determination resolution of Net the disputed items and amounts and its calculation of Closing Working Capital, including all supporting calculations. Such report and the Accounting Referee’s determination of Net ; provided that in no event shall Closing Working Capital as determined by the Independent Expert be less than Buyer’s calculation of Closing Working Capital set forth in the Closing Working Capital Statement nor more than the Representatives’ calculation of Closing Working Capital set forth in the Notice of Objection. The decision of the Independent Expert shall be conclusivefinal, final conclusive and binding upon Buyer and on the Management Shareholdersparties. The cost costs and expenses of the Accounting Referee’s review and report Independent Expert shall be borne 50% by Buyer and 50% by the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitrator. (e) Buyer and party that has the Management Representative agree that they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation of the Closing Statement, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Working Capital (as finally determined pursuant to this Section 1.06) is less than the Estimated Working Capital, then each Management Shareholder shall be liable for his Management Proportion of the difference between such amounts, which shall be paid to Buyer greatest differential from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwisebinding Independent Expert decision. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.

Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no later than forty-five (45) 60 days after the Closing DateClosing, Buyer (with the assistance of Management Representative to the extent requested by Buyer) Surviving Corporation will cause to be prepared and delivered to the Management Representative, on behalf of the Management Shareholders, Stockholders’ Representative (i) a statement setting forth Buyerthe Surviving Corporation’s calculation of the Company’s Net Closing Working Capital (the “Closing Working Capital Statement”). The , and (ii) a statement setting forth the Surviving Corporation’s calculation of Closing Statement shall be prepared Cash (the “Closing Cash Statement” and together with the Closing Working Capital Statement, the “Closing Statements”), in each case determined in accordance with the accounting policies set out definitions thereof. The Closing Statements shall (i) be signed by the Surviving Corporation’s chief financial officer, (ii) fairly present the Closing Working Capital and Closing Cash, each in Schedule 1.06accordance with the definitions thereof, and (iii) the Closing Working Capital Statement shall specifically identify the respective amounts of inventories, accounts receivable, prepaid expenses and other current assets (and, in each case, any allowances or reserves therefor) and accounts payable, accrued expenses and other current liabilities used for the Surviving Corporation’s calculation of Closing Working Capital. (cb) If Management the Stockholders’ Representative disagrees with the Surviving Corporation’s calculation of Closing StatementWorking Capital or Closing Cash delivered pursuant to Section 2.12(a), he the Stockholders’ Representative may, within thirty (30) 30 days after delivery thereofreceipt of the Closing Statements, deliver a written notice to the Surviving Corporation and Buyer specifying disagreeing with such calculation and setting forth the Stockholders’ Representative’s calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which he the Stockholders’ Representative disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf of and the Management Shareholders, Stockholders’ Representative shall be deemed to have agreed with those all other items and amounts included contained in the computation relevant Closing Statement and the Surviving Corporation’s calculation of Net Closing Working Capital or Closing Cash, as set forth in the case may be, and such agreed items and amounts shall be final and binding upon the parties. If the Stockholders’ Representative fails to deliver such a written notice within such 30 day period, the Surviving Corporation’s calculation of Closing Statement which are not specifically disputed in Working Capital and Closing Cash, respectively, shall be final and binding upon the Objectionparties. (dc) If the Objection is a notice of disagreement shall be duly delivered pursuant to Section 1.06(c2.12(b), the Stockholders’ Representative, Buyer and the Management Representative Surviving Corporation shall, during the thirty (30) 30 days following such delivery, use their commercially all reasonable efforts to reach agreement on the disputed items or amounts in order to determine Net determine, as may be required, the amount of Closing Working CapitalCapital or Closing Cash, as the case may be. Any written agreement by Buyer, the Surviving Corporation and the Stockholders’ Representative resolving any disputed items or amounts during such period or any mutually agreed extension thereof shall be final and binding upon the parties. If, during such periodperiod or any mutually agreed extension thereof, the Stockholders’ Representative, Buyer and the Management Representative Surviving Corporation are unable to reach such agreement, they shall promptly thereafter retain an cause Ernst & Young LLP or such other nationally recognized accounting firm mutually agreed upon by Buyer and to among the Management Representative (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such firm shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales) parties (the “Accounting RefereeNeutral Arbitrator”) promptly to promptly review this Agreement Section 2.12 and the disputed items or amounts for the purpose of calculating Net Closing Working CapitalCapital or Closing Cash, as the case may be. In making any such calculation, the Accounting Referee Neutral Arbitrator shall act as an arbitrator and shall consider only those items or amounts in the Surviving Corporation’s calculation of Closing Statement Working Capital or Closing Cash, as the case may be, as to which the Management Stockholders’ Representative has specifically disagreed in disagreed. The Neutral Arbitrator shall make its determination based solely on the Objection presentations and for which appropriate documentation in support of his position has been submittedsupporting materials provided by the parties and not pursuant to any independent review. The Neutral Arbitrator shall deliver to the Stockholders’ Representative, Buyer and the Management Representative shall direct the Accounting Referee to use its best efforts to render its determination Surviving Corporation, as promptly as practicable, but in no event later than thirty (30) days after being retained by Buyer and the Management Representative. The Accounting Referee shall deliver to Buyer and the Management Representative a written report setting forth its determination of Net Working Capital, including all supporting calculationssuch calculation. Such report and the Accounting Referee’s determination of Net Working Capital shall be conclusive, final and binding upon the Stockholders’ Representative, Buyer and the Management ShareholdersSurviving Corporation, and judgment may be entered on the award. The cost fees and expenses of the Accounting Referee’s review and report Neutral Arbitrator shall be borne 50% allocated to and paid by the Buyer and 50% Stockholders’ Representative in the same proportion that the aggregate amount of the disputed items so submitted to the Neutral Arbitrator that is unsuccessfully disputed by such party (as finally determined by the Management Shareholders. The Accounting Referee shall act as an expert Neutral Arbitrator) bears to the total amount of such disputed items so submitted; provided that such fees and not as an arbitratorexpenses of the Neutral Arbitrator allocable to and payable by the Stockholders’ Representative may be paid by the Stockholders’ Representative from the Escrow Fund. (ed) Buyer and the Management Representative Surviving Corporation agree that they will, and agree Buyer will cause its Subsidiaries to, and Buyer agrees to use reasonable efforts to cause their its and the Surviving Corporation’s respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist the Stockholders’ Representative in the preparation review of the Closing StatementStatements, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, including without limitation, the making available to the extent reasonably required of books, records, work papers and personnel. ; provided that any such access shall not unreasonably interfere with the conduct of the business of the Surviving Corporation or its Subsidiaries. If any party fails to submit a statement regarding any disputed item submitted to the Neutral Arbitrator within the time determined by the Neutral Arbitrator (fwhich shall take into account the proviso in the immediately preceding sentence) If or otherwise fails to give the Net Working Capital (Neutral Arbitrator access as finally determined pursuant to this Section 1.06) is less than the Estimated Working Capitalreasonably requested, then each Management Shareholder the Neutral Arbitrator shall be liable for his Management Proportion of render a decision based solely on the difference between such amounts, which shall be paid to Buyer from evidence timely submitted and the Escrow Account provided that access afforded to the extent any such payment shall exceed Neutral Arbitrator by Buyer, the Management Shareholder’s Relevant Proportion of Surviving Corporation and the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwiseStockholders’ Representative. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.

Closing Working Capital. (a) No more than five Within sixty (560) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no later than forty-five (45) calendar days after the Closing Date, the Buyer (with the assistance of Management Representative to the extent requested by Buyer) will shall prepare or cause to be prepared and delivered to the Management Representative, on behalf of the Management Shareholders, Seller a statement setting forth Buyer’s calculation of the Company’s Net Working Capital (the “Closing Statement” setting forth a balance sheet of the Company as of the Closing Date and calculating the Working Capital of the Company as of the Closing Date (the “Closing Working Capital”). The Seller and the Seller’s accountants shall cooperate with the Buyer and the Buyer’s accountants in connection with the preparation of the Closing Statement, and the Seller shall provide the Buyer and the Buyer’s accountants with reasonable access to any of its books, records, schedules, analyses, working papers and other information relating to the Company for this purpose. The Closing Statement shall be prepared in accordance with GAAP and on a consistent basis with the accounting policies set out in Schedule 1.06Company Financial Statements. (cb) If Management Representative disagrees with Upon receipt from the Closing StatementBuyer, he may, within the Seller shall have thirty (30) calendar days after delivery thereofto review the Closing Statement (the “Review Period”). If the Seller disagrees with the Buyer’s computation of the Closing Working Capital, the Seller may, on or prior to the last calendar day of the Review Period, deliver a notice to the Buyer specifying (the “Notice of Objection”), which sets forth its objections to the Buyer’s calculation of the Closing Working Capital. Any Notice of Objection shall specify those items or amounts as to with which he the Seller disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf together with a reasonably detailed written explanation of the Management Shareholdersreasons for disagreement with each such item or amount, and, to the extent reasonably practicable, shall set forth the Seller’s calculation of the Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, the Seller shall be deemed to have agreed with those the Buyer’s calculation of all other items and amounts included in the computation of Net Working Capital as set forth contained in the Closing Statement which are not specifically disputed in the ObjectionStatement. (dc) Unless the Seller delivers the Notice of Objection to the Buyer within the Review Period, the Seller shall be deemed to have accepted the Buyer’s calculation of the Closing Working Capital and the Closing Statement shall be final, conclusive and binding. If the Seller delivers the Notice of Objection is duly delivered pursuant to Section 1.06(c)the Buyer within the Review Period, the Buyer and the Management Representative Seller shall, during the thirty (30) calendar days following such deliverydelivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items or and amounts in order to determine Net the amount of the Closing Working Capital. If, during at the end of such periodperiod or any mutually agreed extension thereof, the Buyer and the Management Representative Seller are unable to reach such agreementresolve their disagreements, they shall promptly thereafter jointly retain and refer their disagreements for final determination to an independent accounting firm mutually agreed upon by the Buyer and the Management Representative Seller (or, failing such agreement, within ten (10) days after a request by either if the Buyer or and the Management Representative Seller cannot agree on such an accounting firm, then each shall select an independent accounting firm and such accounting firms shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Walesselect a third independent accounting firm) (the accounting firm mutually agreed upon by the Buyer and the Seller or such other accounting firm being the “Accounting RefereeIndependent Expert”) ). The Buyer and the Seller shall instruct the Independent Expert promptly to promptly review this Agreement Section 2.4 and to determine solely with respect to the disputed items or and amounts for the purpose of calculating Net Working Capital. In making any such calculationso submitted whether and to what extent, if any, the Accounting Referee shall consider only those items or amounts Closing Working Capital set forth in the Closing Statement as to which the Management Representative has specifically disagreed in the Objection and for which appropriate documentation in support of his position has been submittedrequires adjustment. The Buyer and the Management Representative Seller shall direct make available to the Accounting Referee Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert for this purpose. The Buyer and the Seller shall request that the Independent Expert deliver to use its best efforts to render its determination the Buyer and the Seller, as promptly as practicable, practicable but in no event later than thirty forty-five (3045) calendar days after being retained by Buyer and the Management Representative. The Accounting Referee shall deliver to Buyer and the Management Representative its retention, a report setting that sets forth its determination of Net Working Capital, including all supporting calculations. Such report and the Accounting Referee’s determination of Net Working Capital shall be conclusive, final and binding upon Buyer and the Management Shareholders. The cost resolution of the Accounting Referee’s review disputed items and report shall be borne 50% by Buyer amounts and 50% by the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitrator. (e) Buyer and the Management Representative agree that they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation its calculation of the Closing Statement, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Working Capital (as finally determined pursuant to this Section 1.06) is less than the Estimated Working Capital, then each Management Shareholder shall be liable for his Management Proportion of the difference between such amounts, which shall be paid to Buyer from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwise. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.Closing

Closing Working Capital. (a) No more Not earlier than five (5) days Business Days prior to the Closing Date, Buyer and Management Representative shall have jointly preparednot later than two (2) Business Days prior to the Closing Date, Seller will prepare, or caused cause to be prepared, a and deliver to Buyer and unaudited statement setting (the “Estimated Working Capital Statement”), which shall set forth a Seller’s good faith and reasonably itemized calculation of the estimated Net Working Capital as of the Closing Date (the “Estimated Working Capital”). Seller covenants and agrees that the Estimated Working Capital Statement shall be prepared using the same accounting principles, methodologies and policies used in the preparation of the Interim Balance Sheet and otherwise consistent with that used in preparation of Schedule I hereto. Notwithstanding the foregoing, the amount of all outstanding trade payables to Seller, for products delivered, shall be reduced to reflect the prices agreed to in the QMSI Supply Agreement, and the Upper Working Capital Limit and Lower Working Capital Limit shall be adjusted accordingly. (b) At the Closing, the Closing Payment shall be subject to an adjustment, if any, as follows: (i) if the Estimated Working Capital is less greater than £850,000 (the “Target Upper Working Capital”)Capital Limit, then the Initial Payment amount in excess shall be payable by Buyer to the Management Shareholders shall reflect a decrease in Seller by increasing the amount equal to of the difference between Closing Payment, by such excess, or (ii) if the Lower Working Capital Limit is greater than the Estimated Working Capital and Capital, then the Target Working Capitalamount in excess shall be payable by Seller to Buyer by decreasing the amount of the Closing Payment by such excess. (bc) As promptly soon as practicableis reasonably practicable after the Closing Date, but no later in any event not more than forty-five (45) days after the Closing Datethereafter, Buyer (with shall prepare and deliver to Seller a certificate signed by the assistance Chief Financial Officer or similar officer of Management Representative to the extent requested by Buyer) will cause to be prepared and delivered to the Management Representative, on behalf of the Management Shareholders, a statement setting forth Buyer’s calculation of the Company’s Net Working Capital Buyer (the “Actual Working Capital Statement”) showing in reasonable detail its good faith computation of the actual Working Capital as of the Closing StatementDate (the “Actual Working Capital”). The Closing Buyer covenants and agrees that the Actual Working Capital Statement shall be prepared using the same accounting principles, methodologies and policies used in accordance the preparation of the Interim Balance Sheet and otherwise consistent with that used in preparation of Schedule I hereto. Notwithstanding the accounting policies set out foregoing, the amount of all outstanding trade payables to Seller, for products delivered, shall be reduced to reflect the prices agreed to in Schedule 1.06the QMSI Supply Agreement, and the Upper Working Capital Limit and Lower Working Capital Limit shall be adjusted accordingly. (cd) If Management Representative disagrees with the Closing Statement, he may, within Within thirty (30) days after delivery thereofreceipt of the Actual Working Capital Statement (the “Review Period”), deliver a Seller by written notice to Buyer specifying those items or amounts as may object to which he disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf of the Management Shareholders, shall be deemed to have agreed with those items and amounts included in the computation of Net Actual Working Capital as set forth in the Closing Statement Actual Working Capital Report, setting forth in such notice (the “Working Capital Objection Notice”) Seller’s objection in reasonable detail (which are not specifically disputed for the avoidance of doubt shall be limited to failure to compute the Working Capital in accordance with this Agreement or arithmetic error) and the Objection. Seller’s proposal or proposals with respect to the calculation of Actual Working Capital. Within twenty (d20) If days following timely delivery of the Working Capital Objection is duly delivered pursuant to Section 1.06(c)Notice, Buyer and Seller shall attempt, in good faith, to resolve all disputes between them concerning the Management Representative shall, during the thirty Working Capital Objection Notice. If Buyer and Seller resolve such disputes within such twenty (3020) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine Net Working Capital. If, during such day period, then the Actual Working Capital as so resolved between Buyer and Seller shall be conclusive and binding upon the Management Representative are unable to reach Parties. If Buyer and Seller cannot resolve such agreementdisputes within such twenty (20) day period, they shall promptly thereafter jointly retain an and refer their disagreements to the New York, New York offices of Xxxxx Xxxxxxxx LLP or, if such firm shall decline or is unable to act, or has a material relationship with Buyer or Seller or any of their respective Affiliates or any other material conflict of interest) another nationally recognized independent accounting firm mutually agreed upon by acceptable to Buyer and Seller (either Xxxxx Xxxxxxxx LLP or such other accounting firm mutually acceptable to Buyer and Seller (either Xxxxx Xxxxxxxx LLP or such other accounting firm being the Management Representative “Independent Expert”). Buyer and Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. Promptly, but in any event not later than twenty (or, failing such agreement, within ten (1020) days after a request by either the Buyer or dispute has been submitted to the Management Representative Independent Expert, the Independent Expert shall determine only those items in dispute and will render its report as to its resolution of such firm shall be nominated by the President for the time being terms and resulting calculations of the Institute of Chartered Accountants in England and Wales) (the “Accounting Referee”) to promptly review this Agreement and the disputed items or amounts for the purpose of calculating Net Actual Working Capital. In making any such calculationdetermining each disputed item, the Accounting Referee Independent Expert may not assign a value to such item greater than the greatest value for such item claimed by either Party or less than the lowest value for such term claimed by either Party. For the purposes of the Independent Expert’s calculation of the Actual Working Capital, the amounts to be included shall consider only those items or be the amounts stated in the Closing Actual Working Capital Statement as to which the Management Representative has specifically disagreed items that are not in the Objection and for which appropriate documentation in support of his position has been submitted. Buyer dispute, and the Management Representative amounts determined by the Independent Expert as to items from the Working Capital Objection Notice that are submitted for resolution by the Independent Expert. Seller and Buyer shall direct cooperate with the Accounting Referee to use its best efforts to render Independent Expert in making its determination as promptly as practicable, but in no event later than thirty (30) days after being retained by Buyer and the Management Representative. The Accounting Referee shall deliver to Buyer and the Management Representative a report setting forth its such determination of Net Working Capital, including all supporting calculations. Such report and the Accounting Referee’s determination of Net Working Capital shall be conclusive, final conclusive and binding upon Buyer and the Management ShareholdersParties. The cost costs and fees related to such determination by the Independent Expert, including the costs relating to any negotiations with the Independent Expert with respect to the terms and conditions of such Independent Expert’s engagement, will be paid by Seller and Buyer on an inversely proportional basis, based upon the relative portions of the Accounting Referee’s review amounts in dispute that have been submitted to the Independent Expert for resolution that ultimately are awarded to each of Seller and report shall Buyer (e.g., if $100,000 is in dispute, and of that amount the Independent Expert awards $75,000 to Seller and $25,000 to Buyer, then Seller will be borne 50% by responsible for 25%, and Buyer will be responsible for 75%, of the costs and 50% by fees of the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitratorIndependent Expert). (e) Buyer and If Seller does not deliver a Working Capital Objection Notice during the Management Representative agree that they willReview Period, and agree then Seller shall be deemed to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation of the Closing Statement, the Objection (if any) and have accepted the calculation of Net the Actual working Capital as set forth in the Actual Working Capital and Statement. The term “Final Working Capital” shall mean (i) the Actual Working Capital as set forth in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Actual Working Capital Statement if Seller accepts the Actual Working Capital Statement as delivered or does not deliver a Working Capital Objection Notice during the Review Period, or (ii) the Actual Working Capital as finally determined pursuant to this the provisions of Section 1.06) is less than 2.4(d), if Seller delivers a Working Capital Objection Notice during the Estimated Adjusted Working Capital, then each Management Shareholder shall be liable for his Management Proportion of the difference between such amounts, which shall be paid to Buyer from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwiseCapital Objection Period. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.

Closing Working Capital. (a) No more than five (5) days At least three Business Days prior to the Closing Date, the Company will deliver to Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement certificate setting forth a the Company’s good faith and reasonably itemized calculation estimate of the estimated Net Closing Working Capital calculated in accordance with this Agreement and the Accounting Policies (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Closing Working Capital”), then together with reasonable documentation evidencing such calculation. If Buyer disagrees in good faith with the Initial Payment payable calculation of Estimated Closing Working Capital, Seller will in good faith negotiate a resolution of such disagreement, provided that if Buyer and Seller fail to reach a resolution prior to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Closing, Seller’s calculation of Estimated Closing Working Capital and will be used for purposes of determining the Target Working CapitalPurchase Price to be paid by Buyer pursuant to Section 2.02(b); provided further that in no event will the consummation of the Closing be construed as a waiver by Buyer under this Section 2.03. (b) As promptly as practicable, but no later than forty-five (45) days 90 days, after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) will cause to be prepared and delivered to the Management Representative, on behalf Seller (i) a certificate setting forth Buyer’s calculations of the Management Shareholders, Closing Working Capital and (ii) a statement setting forth Buyer’s calculation (x) the differences between the certificate delivered by Buyer pursuant to clause (i) of this sentence and the certificate delivered by the Company pursuant to Section 2.03(a) and (y) a description, accompanied by supporting documentation, of the Company’s Net Working Capital (the “Closing Statement”)basis for such differences. The Closing Statement shall be prepared Working Capital will (i) fairly present the Working Capital of the Company as of 11:59 p.m. (Eastern time) on the date that is the last day prior to the Closing Date in accordance with the accounting policies Accounting Policies, and (ii) only include line items set out forth in Schedule 1.06Exhibit A. Buyer will, and will cause the Company to, (x) provide Seller and its representatives with reasonable access, upon reasonable prior written notice by Seller, during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data and employees of the Company to the extent related to the certificate and statement delivered by Buyer pursuant to this Section 2.03(b) for purposes of Seller’s review of the certificate and statement delivered by Buyer pursuant to this Section 2.03(b) and (y) reasonably cooperate with Seller and its representatives in connection with such review. (c) Seller and its accountants will have 60 days after delivery of the certificate and statement referred to in the first sentence of Section 2.03(b) to review such documents; provided that if, during such 60-day period, Buyer or the Company fails to furnish or provide access to any documents or information requested by Seller for purposes of Seller’s review (to the extent required to be provided or furnished pursuant to clause (x) of the last sentence of Section 2.03(b)) within five Business Days of Seller’s written request therefor, such 60-day period will be extended by the number of days between the date of Seller’s written request and the date on which Buyer or the Company furnishes or provides access to such documents or information to Seller or its representatives. If Management Representative Seller disagrees with the Buyer’s calculation of Closing StatementWorking Capital delivered pursuant to Section 2.03(b), he Seller may, within thirty (30) 60 days after delivery thereofof such calculation (as such period may be extended pursuant to the preceding sentence), deliver a notice to Buyer disagreeing with such calculation and specifying Seller’s calculation of such amounts and, in reasonable detail, Seller’s grounds for such disagreement. Any such notice of disagreement will specify those items or amounts as to which he Seller disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf of the Management Shareholders, shall and Seller will be deemed to have agreed with those all other items and amounts included contained in the computation calculations of Net Closing Working Capital as set forth in the Closing Statement which are not specifically disputed in the Objectiondelivered pursuant to Section 2.03(b). (d) If the Objection a notice of disagreement is duly delivered pursuant to Section 1.06(c2.03(c), Buyer and the Management Representative shallSeller will, during the thirty (30) 15 days following such deliverydelivery (as such period may be extended pursuant to a written agreement between Buyer and Seller), use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine Net determine, as may be required, the amounts of Closing Working Capital; provided that such amount of Closing Working Capital will not be less than the amount thereof shown in Buyer’s calculations delivered pursuant to Section 2.03(b) or more than the amount thereof shown in Seller’s calculations delivered pursuant to Section 2.03(c). If, during such period, If Buyer and the Management Representative Seller are unable to reach such agreementagreement during such period, they shall will promptly thereafter retain an cause a mutually agreed independent accounting firm mutually agreed upon by Buyer and the Management Representative (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such firm shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales) nationally recognized standing (the “Accounting RefereeFirm”) to promptly review this Agreement and the disputed items or amounts for the purpose of calculating Net Closing Working Capital. In making any such calculationcalculations, the Accounting Referee shall Firm will (i) act as an arbitrator, not as an expert, (ii) consider only those items or amounts in the Buyer’s calculations of Closing Statement Working Capital as to which the Management Representative Seller has specifically disagreed and (iii) not consider or review any settlement (or similar) offers made by Buyer or Seller in the Objection and for which appropriate documentation in support of his position has been submittedconnection herewith. The Accounting Firm will deliver to Buyer and the Management Representative shall direct the Accounting Referee to use its best efforts to render its determination Seller, as promptly as practicable, but in no event later than thirty (30) days after being retained by Buyer and the Management Representative. The Accounting Referee shall deliver to Buyer and the Management Representative a report setting forth such calculations, including an explanation for its determination of Net Working Capital, including all supporting calculationsthe amount of each disputed item or amount determined therein. Such report and the Accounting Referee’s determination of Net Working Capital shall will be conclusive, final and binding upon Buyer and the Management ShareholdersSeller. The cost of the Accounting Referee’s such review and report shall will be borne 50% equally by Buyer, on the one hand, and Seller, on the other hand. Neither Buyer nor Seller will have, directly or indirectly, any ex parte communications or meetings with the Accounting Firm concerning matters within the scope of its engagement. Buyer and 50% by the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitrator. (e) Buyer and the Management Representative Seller agree that they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) and the Company to, cooperate and assist in the preparation calculations of the Closing Statement, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and any reviews referred to in this Section 1.062.03, including, without limitation, including making available to the extent reasonably required necessary books, records, work papers and personnel. (fe) If the Net Working Capital (as finally determined pursuant Neither Section 2.03 nor Section 2.04 is intended to this Section 1.06) is less than the Estimated Working Capital, then each Management Shareholder shall be liable used to adjust for his Management Proportion of the difference between such amounts, which shall errors or omissions that may be paid to Buyer from the Escrow Account provided that found with respect to the extent Balance Sheet or any such payment shall exceed inconsistencies between the Management Shareholder’s Relevant Proportion of Balance Sheet or the Retained AmountAccounting Policies, any excess shall on the one hand, and GAAP, on the other, for which the R&W Insurance Policy will be paid from such Management Shareholder's through the Earnout Payments or otherwisesole and exclusive remedy, subject to Section 8.03. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.

Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (bi) As promptly as practicable, but no later than forty-five in any event within ninety (4590) calendar days after following the Closing DateClosing, Buyer (with the assistance of Management Representative to the extent requested by Buyer) will Purchaser shall cause to be prepared and delivered to the Management Representative, on behalf HPI Stockholders a further determination and statement (the "Statement of Closing Working Capital") setting forth the Closing Working Capital of HPI. The Statement of Closing Working Capital shall include line items substantially consistent with those in the consolidated balance sheet included in the Audited Financial Statements. (ii) Within thirty (30) calendar days following delivery of the Management Shareholders, a statement setting forth Buyer’s calculation Statement of the Company’s Net Closing Working Capital (the “Closing Statement”). The Closing Statement shall be prepared pursuant to Section 2.2(b)(i) hereof or, if applicable, such later date determined in accordance with Section 2.2(b)(iii), (1) the accounting policies set out HPI Stockholders shall pay to the Purchaser the amount, if any, by which the Closing Working Capital of HPI shown on the Statement of Closing Working Capital of the Acquired Companies is less than the Benchmark Date Working Capital of HPI, or (2) the Purchaser shall pay to the HPI Stockholders the amount, if any, by which the Closing Working Capital of HPI shown on the Statement of Closing Working Capital is more than the Benchmark Date Working Capital of HPI. Any and all payments made pursuant to this Section 2.2(b)(ii) shall bear interest at the three (3) month London Inter-Bank Offered Rate published in Schedule 1.06the Wall Street Journal on the Closing Date (the "Interest Rate") for the period commencing on the Closing Date and to but not including the date of payment, and shall be made by wire transfer of immediately available funds to an account designated in writing by the party to receive such payment. (ciii) If Management the HPI Stockholders Representative disagrees in good faith with the Statement of Closing StatementWorking Capital, he maythen the HPI Stockholders Representative shall notify the Purchaser in writing (the "Stock Purchase Notice of Disagreement") of such disagreement within thirty (30) calendar days following delivery of the Statement of Closing Working Capital. The Stock Purchase Notice of Disagreement shall set forth in reasonable detail the basis for the disagreement described therein. Thereafter, the HPI Stockholders Representative and the Purchaser shall attempt in good faith to resolve and finally determine the amount of the Closing Working Capital of HPI, which amount shall not be less than the amount thereof shown in the HPI Stockholders Representative's calculations contained in the Stock Purchase Notice of Disagreement nor more than the amount thereof shown in the Purchaser's calculations contained in the Statement of Closing Working Capital. If the HPI Stockholders Representative and the Purchaser are unable to resolve the disagreement within thirty (30) calendar days following delivery of the Stock Purchase Notice of Disagreement, then the HPI Stockholders Representative and the Purchaser shall retain the services of Ernst & Young LLP (the "Independent Accountant") to resolve the disagreement and make a determination with respect thereto. Such determination will be made, and written notice thereof given to the HPI Stockholders and the Purchaser, within thirty (30) calendar days after delivery thereofsuch selection. The determination by the Independent Accountant shall be final, deliver a notice to Buyer specifying those items or amounts as to which he disagrees, including appropriate documentation in support of his position (an “Objection”)binding and conclusive upon the HPI Stockholders and the Purchaser. Management Representative, on behalf The scope of the Management Shareholders, Independent Accountant's engagement (which will not be an audit) shall be deemed limited to have agreed with those items and amounts included in the computation resolution of Net Working Capital as set forth in the Closing Statement which are not specifically disputed in the Objection. (d) If the Objection is duly delivered pursuant to Section 1.06(c), Buyer and the Management Representative shall, during the thirty (30) days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts described in order to determine Net Working Capital. Ifthe Stock Purchase Notice of Disagreement, during such period, Buyer and the Management Representative are unable recalculation, if any, of the Statement of Closing Working Capital of HPI in light of such resolution. If an Independent Accountant is engaged pursuant to reach such agreementthis Section 2.2(b)(iii), they the fees and expenses of the Independent Accountant shall promptly thereafter retain an accounting firm mutually agreed upon be borne (i) by Buyer the Purchaser if the difference between the Closing Working Capital of HPI and the Management Representative Purchaser's calculation of Closing Working Capital of HPI contained in the Statement of Closing Working Capital is greater than the difference between the Closing Working Capital of HPI and the HPI Stockholders Representative's calculation of Closing Working Capital of HPI contained in the Stock Purchase Notice of Disagreement, (orii) by the HPI Stockholders if the first such difference is less than the second such difference, failing such agreement, within and (iii) otherwise equally by the Purchaser and the HPI Stockholders. Within ten (10) calendar days after delivery of a request notice of determination by either the Buyer or the Management Representative such firm Independent Accountant as described above, any payment required by Section 2.7(b)(ii) hereof shall be nominated by paid based upon such determination, together with interest at the President Interest Rate for the time being of the Institute of Chartered Accountants in England and Wales) (the “Accounting Referee”) to promptly review this Agreement and the disputed items or amounts for the purpose of calculating Net Working Capital. In making any such calculation, the Accounting Referee shall consider only those items or amounts in period commencing on the Closing Statement as Date and to which but not including the Management Representative has specifically disagreed in the Objection and for which appropriate documentation in support date of his position has been submitted. Buyer and the Management Representative shall direct the Accounting Referee to use its best efforts to render its determination as promptly as practicable, but in no event later than thirty (30) days after being retained by Buyer and the Management Representative. The Accounting Referee shall deliver to Buyer and the Management Representative a report setting forth its determination of Net Working Capital, including all supporting calculations. Such report and the Accounting Referee’s determination of Net Working Capital shall be conclusive, final and binding upon Buyer and the Management Shareholders. The cost of the Accounting Referee’s review and report shall be borne 50% by Buyer and 50% by the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitratorpayment. (eiv) Buyer and Any payment to be made to or by the Management Representative agree that they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation of the Closing Statement, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Working Capital (as finally determined HPI Stockholders pursuant to this Section 1.062.2(b) is less than the Estimated Working Capital, then each Management Shareholder shall be liable for his Management Proportion allocated among the HPI Stockholders pro rata based on their ownership as of the difference between such amounts, which shall be paid to Buyer from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion Closing of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwiseshares of HPI Common Stock. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.

Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no not later than forty-five thirty (4530) days after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) Parent will cause to be prepared and delivered to the Management RepresentativeStockholder Representative a consolidated balance sheet, on behalf giving effect to the Stock Dispositions, of Company and its Subsidiaries as of the Management Shareholders, Closing Date (the "Closing Balance Sheet") and a statement certificate based on the Closing Balance Sheet setting forth Buyer’s in reasonable detail Parent's calculation of the Company’s Net Closing Working Capital and the Net Cash on Hand (the “"Closing Statement”Net Cash On Hand") as of the Closing Date (the "Closing Working Capital Certificate"). The Closing Statement Balance Sheet shall (i) include the consolidated financial position of Company and its Subsidiaries and (ii) present the consolidated financial position of Company and its Subsidiaries as at the close of business on the Closing Date. The Closing Balance Sheet and the Closing Working Capital Certificate shall be prepared using the Agreed Accounting Principles. (b) The Closing Balance Sheet and the Closing Working Capital Certificate delivered pursuant to Section 3.6(a) shall be deemed final, absent fraud, bad faith, willful misconduct or manifest error in the preparation thereof, upon the earliest of (i) the date on which Parent and the Stockholder Representative agree that such documents are final, (ii) the 30th day after receipt of such documents pursuant to Section 3.6(a), if the Stockholder Representative has not delivered a notice that expresses a disagreement with the Closing Balance Sheet, the Closing Working Capital Certificate or the Closing Working Capital or the calculations thereof and setting forth their calculation of such amount(s), and (iii) the date on which all disputes relating to such statements and calculations between the Parties are resolved in accordance with Section 3.6(c). If the accounting policies set out in Schedule 1.06. (c) If Management Stockholder Representative disagrees with the Closing Statement, he may, within thirty (30) days after delivery thereof, deliver delivers a notice of disagreement pursuant to Buyer specifying this Section 3.6(b), such notice shall specify those items or amounts as to which he disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf of the Management Shareholders, shall be deemed to have agreed with those items and amounts included in the computation of Net Working Capital as set forth in the Closing Statement which are not specifically disputed in the Objectionthey disagree. (dc) If the Objection is duly delivered Stockholder Representative delivers a notice of disagreement pursuant to Section 1.06(c3.6(b), Buyer the Stockholder Representative and the Management Representative Parent shall, during the thirty (30) 30 days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine Net Working Capital(the "Disputed Amounts"). If, during such period, Buyer the Stockholder Representative and the Management Representative Parent are unable to reach such agreement, they shall promptly thereafter retain an accounting firm mutually agreed upon by Buyer and the Management Representative cause PriceWaterhouseCoopers (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such if said firm shall be nominated by unwilling to act thereunder, such other independent public accountants of nationally recognized standing reasonably satisfactory to Parent and the President for Stockholder Representative), promptly to review this Agreement, the time being documents delivered pursuant to Section 3.6(a) and any other documents necessary to calculate the Disputed Amounts (including all work papers of the Institute of Chartered Accountants Parties used in England and Wales) (calculating the “Accounting Referee”) to promptly review this Agreement and the disputed items or amounts for the purpose of calculating Net Working CapitalDisputed Amounts). In making any such calculation, such independent accountants shall act as arbitrators. Such independent accountants shall deliver to the Accounting Referee shall consider only those items or amounts in the Closing Statement as to which the Management Stockholder Representative has specifically disagreed in the Objection and for which appropriate documentation in support of his position has been submitted. Buyer and the Management Representative shall direct the Accounting Referee to use its best efforts to render its determination Parent, as promptly as practicable, but practicable and in any event no event later than thirty (30) 90 days after being retained by Buyer and the Management Representative. The Accounting Referee shall deliver to Buyer and the Management Representative their engagement, a report setting forth its determination of Net Working Capital, including all supporting calculationssuch calculation. Such report and the Accounting Referee’s determination of Net Working Capital shall be conclusive, final and binding upon Buyer the stockholders of Company and Parent, absent fraud, bad faith, willful misconduct or manifest error in the Management Shareholderspreparation thereof. The cost of the Accounting Referee’s such review and report shall be (i) deducted from either the InterCall Fund or the ITC Operations Fund, as Parent may determine in its sole discretion, in accordance with the terms of the Escrow Agreement, if the difference between the Closing Working Capital shown in the independent accountants' calculation and the Stockholder Representative's calculation of the Closing Working Capital delivered pursuant to Section 3.6(b) is greater than the difference between the Closing Working Capital shown in the independent accountants' calculation and Parent's calculation of the Closing Working Capital delivered pursuant to Section 3.6(a), (ii) borne 50% by Buyer Parent if the difference between the Closing Working Capital shown in the independent accountants' calculation and 50% Parent's calculation of the Closing Working Capital delivered pursuant to Section 3.6(a) is greater than the difference between the Closing Working Capital shown in the independent accountants' calculation and the Stockholder Representative's calculation of the Closing Working Capital delivered pursuant to Section 3.6(b), and (iii) otherwise borne equally by the Management Shareholdersstockholders of Company, through a deduction from either the InterCall Fund or the ITC Operations Fund, as Parent may determine in its sole discretion, in accordance with the terms of the Escrow Agreement, and Parent. (d) The independent accountants shall have jurisdiction to decide any and all issues presented to it that arise out of or relate to this Section 3.6 or the transactions contemplated hereby, including the issue of whether or not the independent accountants have jurisdiction to decide any particular dispute controversy or claim. The Accounting Referee arbitration shall act be held in Xxxx County, Georgia. The governing Law shall be as set forth in Section 13.8 of this Agreement and the parties' consent to the jurisdiction of the courts identified in Section 13.8 of this Agreement for all purposes in connection with the arbitration, including (i) enforcement of the arbitration award and (ii) issuance of provisional remedies to protect rights, interests, assets or property, including but not limited to temporary or preliminary injunctive relief, to ensure ultimate satisfaction of the arbitration award. The parties agree that the award made by the independent accountants shall be final and binding on the parties and that they waive any right to appeal the arbitral award, to the extent an expert and not as an arbitratorappeal may be lawfully waived. (e) Buyer The Stockholder Representative and the Management Representative Parent agree that they will, and agree to will cause their respective independent accountants (subject to any necessary waivers or indemnifications) and the Company Entities to, cooperate and assist in the preparation of the Closing Statement, the Objection (if any) Balance Sheet and the calculation of Net Closing Working Capital Certificate and in the conduct of the audits and reviews referred to in this Section 1.063.6, including, without limitation, making available available, to the extent reasonably required necessary, relevant books, records, work papers working papers, analyses and personnelschedules, and permitting representatives of the Parties to consult (in the presence of a representative of the Company Entities) with the respective employees, auditors, actuaries, attorneys and agents of the Company Entities. The Stockholder Representative and Parent further agree that they will take reasonable efforts to ensure that a representative of the Stockholder Representative and Parent are present and permitted to participate in any and all discussions involving the independent accountants relating to the Closing Balance Sheet and the Closing Working Capital Certificates and a copy of all information provided to the independent accountants by one Party is promptly delivered to the other Party. (f) If Subject to Section 3.6(j), if the Net Closing Working Capital as determined in accordance with this Section 3.6 is greater than the Estimated Working Capital (as finally determined in accordance with Section 3.5 and as capped by Section 3.5(d), if applicable), then the Aggregate Cash Consideration payable by Parent shall be increased by the amount of the excess, and Parent shall pay to the Paying Agent such excess to be promptly distributed to the Company Stockholders and option holders in the same manner as the Cash Merger Consideration and other consideration was distributed pursuant to Sections 3.2, 3.4 and 4.1. (g) Subject to Section 3.6(j), if the Closing Working Capital as determined in accordance with this Section 1.06) 3.6 is less than the Estimated Working CapitalCapital (as determined in accordance with Section 3.5 and as capped by Section 3.5(d), if applicable), then each Management Shareholder the amount of such deficiency shall be liable for his Management Proportion deducted from either the InterCall Fund or the ITC Operations Fund, as Parent may determine in its sole discretion, in accordance with the terms of the difference between such amounts, which shall be paid to Buyer from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwiseAgreement. (gh) For Subject to Section 3.6(j), if the avoidance of doubt no payment Closing Net Cash on Hand as determined in accordance with this Section 3.6 is greater than the Estimated Net Cash on Hand (as determined in accordance with Section 3.5 and as capped by Section 3.5(f), if applicable), then the Aggregate Cash Consideration payable by Parent shall be due increased by the amount of the excess, and Parent shall pay to the Paying Agent such excess to be promptly distributed to the Company Stockholders and option holders in the same manner as the Cash Merger Consideration and other consideration was distributed pursuant to Sections 3.2, 3.4 and 4.1. (i) Subject to Section 3.6(j), if the Closing Net Cash on Hand as determined in accordance with this Section 3.6 is less than the Estimated Net Cash on Hand (as determined in accordance with Section 3.5 and as capped by Section 3.5(f), if applicable), then the amount of such deficiency shall be deducted from either the InterCall Fund or from the Minority Shareholders ITC Operations Fund, as Parent may determine in its sole discretion, in accordance with the terms of the Escrow Agreement. (j) If pursuant to this Section 1.063.6 there is both an increase to the Aggregate Cash Consideration and an entitlement to a deduction from the InterCall Fund or the ITC Operations Fund, Parent shall be entitled to offset the amount of such deduction against the additional amount of Aggregate Cash Consideration prior to the payment of the remaining portion, if any, of the additional Aggregate Cash Consideration or making any deduction from the InterCall Fund or the ITC Operations Fund, as the case may be, for the remaining portion, if any.

Closing Working Capital. (a) No more than five Within sixty (560) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no later than forty-five (45) calendar days after the Closing Date, the Buyer (with the assistance of Management Representative to the extent requested by Buyer) will shall prepare or cause to be prepared and delivered to the Management Representative, on behalf Seller a statement (the "Closing Statement" setting forth a balance sheet of the Management Shareholders, a statement setting forth Buyer’s calculation Company as of the Company’s Net Closing Date and calculating the Working Capital of the Company as of the Closing Date (the “"Closing Working Capital"). The Seller and the Seller's accountants shall cooperate with the Buyer and the Buyer's accountants in connection with the preparation of the Closing Statement”), and the Seller shall provide the Buyer and the Buyer's accountants with reasonable access to any of its books, records, schedules, analyses, working papers and other information relating to the Company for this purpose. The Closing Statement shall be prepared in accordance with GAAP and on a consistent basis with the accounting policies set out in Schedule 1.06Company Financial Statements. (cb) If Management Representative disagrees with Upon receipt from the Closing StatementBuyer, he may, within the Seller shall have thirty (30) calendar days after delivery thereofto review the Closing Statement (the "Review Period"). If the Seller disagrees with the Buyer's computation of the Closing Working Capital, the Seller may, on or prior to the last calendar day of the Review Period, deliver a notice to the Buyer specifying (the "Notice of Objection"), which sets forth its objections to the Buyer's calculation of the Closing Working Capital. Any Notice of Objection shall specify those items or amounts as to with which he the Seller disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf together with a reasonably detailed written explanation of the Management Shareholdersreasons for disagreement with each such item or amount, and, to the extent reasonably practicable, shall set forth the Seller's calculation of the Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, the Seller shall be deemed to have agreed with those the Buyer's calculation of all other items and amounts included in the computation of Net Working Capital as set forth contained in the Closing Statement which are not specifically disputed in the ObjectionStatement. (dc) Unless the Seller delivers the Notice of Objection to the Buyer within the Review Period, the Seller shall be deemed to have accepted the Buyer's calculation of the Closing Working Capital and the Closing Statement shall be final, conclusive and binding. If the Seller delivers the Notice of Objection is duly delivered pursuant to Section 1.06(c)the Buyer within the Review Period, the Buyer and the Management Representative Seller shall, during the thirty (30) calendar days following such deliverydelivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items or and amounts in order to determine Net the amount of the Closing Working Capital. If, during at the end of such periodperiod or any mutually agreed extension thereof, the Buyer and the Management Representative Seller are unable to reach such agreementresolve their disagreements, they shall promptly thereafter jointly retain and refer their disagreements for final determination to an independent accounting firm mutually agreed upon by the Buyer and the Management Representative Seller (or, failing such agreement, within ten (10) days after a request by either if the Buyer or and the Management Representative Seller cannot agree on such an accounting firm, then each shall select an independent accounting firm and such accounting firms shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Walesselect a third independent accounting firm) (the “Accounting Referee”) accounting firm mutually agreed upon by the Buyer and the Seller or such other accounting firm being the "Independent Expert"). The Buyer and the Seller shall instruct the Independent Expert promptly to promptly review this Agreement Section 2.4 and to determine solely with respect to the disputed items or and amounts for the purpose of calculating Net Working Capital. In making any such calculationso submitted whether and to what extent, if any, the Accounting Referee shall consider only those items or amounts Closing Working Capital set forth in the Closing Statement as to which the Management Representative has specifically disagreed in the Objection and for which appropriate documentation in support of his position has been submittedrequires adjustment. The Buyer and the Management Representative Seller shall direct make available to the Accounting Referee Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert for this purpose. The Buyer and the Seller shall request that the Independent Expert deliver to use its best efforts to render its determination the Buyer and the Seller, as promptly as practicable, practicable but in no event later than thirty forty-five (3045) calendar days after being retained by Buyer and the Management Representative. The Accounting Referee shall deliver to Buyer and the Management Representative its retention, a report setting that sets forth its determination of Net Working Capital, including all supporting calculations. Such report and the Accounting Referee’s determination of Net Working Capital shall be conclusive, final and binding upon Buyer and the Management Shareholders. The cost resolution of the Accounting Referee’s review disputed items and report shall be borne 50% by Buyer amounts and 50% by the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitrator. (e) Buyer and the Management Representative agree that they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation its calculation of the Closing Statement, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Working Capital (as finally determined pursuant to this Section 1.06) is less than the Estimated Working Capital, then each Management Shareholder shall be liable for his Management Proportion of the difference between such amounts, which shall be paid to Buyer from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwise. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.Closing

Closing Working Capital. (a) No more than five Within thirty (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no later than forty-five (4530) days after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) will Sellers shall prepare, or cause to be prepared prepared, and delivered deliver to the Management Representative, on behalf of the Management Shareholders, a Purchasers an unaudited statement setting forth Buyer’s Sellers’ calculation of the Company’s Net Working Capital as of the Closing Date (the “Closing Working Capital Statement”), which shall set forth Sellers’ calculation of Working Capital as of the Closing Date (“Closing Working Capital”). The Closing Statement Working Capital and Final Working Capital shall be prepared in accordance with reduced by an amount equal to the accounting policies set out asset value of the inventory described in Schedule 1.062.07; provided that if a reserve with respect to such inventory has been included in Closing Working Capital or Final Working Capital, then such reduction shall not be made to the extent it duplicates the reserve. (cb) If Management Representative disagrees with the Closing StatementUpon receipt from Sellers, he may, within Purchasers shall have thirty (30) days after delivery thereofto review the Closing Working Capital Statement (the “Review Period”). If Purchasers disagree with Sellers’ computation of Closing Working Capital, Purchasers may, on or prior to the last day of the Review Period, deliver a notice to Buyer specifying Sellers (a “Notice of Objection”), which sets forth their objections to Sellers’ calculation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts as to with which he disagreesPurchasers disagree, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf together with a detailed written explanation of the Management Shareholdersreasons for disagreement with each such item or amount, and shall set forth Purchasers’ calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Purchasers shall be deemed to have agreed with those Sellers’ calculation of all other items and amounts included in the computation of Net Working Capital as set forth contained in the Closing Statement which are not specifically disputed in the ObjectionWorking Capital Statement. (dc) If Unless Purchasers deliver a Notice of Objection to Sellers within the Objection is duly delivered pursuant Review Period, Purchasers shall be deemed to Section 1.06(c), Buyer have accepted Sellers’ calculation of Closing Working Capital and the Management Representative Closing Working Capital Statement shall be final, conclusive and binding. If Purchasers deliver a Notice of Objection to Sellers within the Review Period, Purchasers and Sellers shall, during the thirty ten (3010) days following such deliverydelivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items or and amounts in order to determine Net the amount of Closing Working Capital. If, during at the end of such periodperiod or any mutually agreed extension thereof, Buyer Purchasers and the Management Representative Sellers are unable to reach such agreementresolve their disagreements, they shall jointly retain and refer their disagreements to an Independent Expert. The parties shall instruct the Independent Expert promptly thereafter retain an accounting firm mutually agreed upon by Buyer and the Management Representative (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such firm shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales) (the “Accounting Referee”) to promptly review this Agreement Section 1.07 and to determine solely with respect to the disputed items or and amounts for the purpose of calculating Net Working Capital. In making any such calculationso submitted whether and to what extent, if any, the Accounting Referee shall consider only those items or amounts Closing Working Capital set forth in the Closing Working Capital Statement as to which the Management Representative has specifically disagreed in the Objection and for which appropriate documentation in support of his position has been submittedrequires adjustment. Buyer and the Management Representative The Independent Expert shall direct the Accounting Referee to use its best efforts to render base its determination solely on written submissions by Purchasers and Sellers and not on an independent review. Purchasers and Sellers shall make available to the Independent Expert all relevant Books and Records and other items reasonably requested by the Independent Expert. The parties shall request that the Independent Expert deliver to Purchasers and Sellers, as promptly as practicable, practicable but in no event later than thirty (30) days after being retained its retention, a report which sets forth its resolution of the disputed items and amounts and its calculation of Closing Working Capital; provided that in no event shall Closing Working Capital as determined by Buyer the Independent Expert be more than Sellers’ calculation of Closing Working Capital set forth in the Closing Working Capital Statement nor less than Purchasers’ calculation of Closing Working Capital set forth in the Notice of Objection. The decision of the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be allocated between the parties by the Independent Expert based upon the relative differences between the position asserted by each party and the Management Representative. The Accounting Referee shall deliver to Buyer and the Management Representative a report setting forth its determination of Net Working Capital, including all supporting calculations. Such report and the Accounting Referee’s determination of Net Working Capital shall be conclusive, final and binding upon Buyer and the Management Shareholders. The cost resolution of the Accounting Referee’s review and report shall be borne 50% by Buyer and 50% by disputed items, with the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitrator. (e) Buyer and the Management Representative agree that they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation of the Closing Statement, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Working Capital (as finally determined pursuant to this Section 1.06) is less than the Estimated Working Capital, then each Management Shareholder shall be liable for his Management Proportion of the difference between such amounts, which shall be paid to Buyer party asserting a position further from the Escrow Account provided that to the extent any final resolution bearing a proportionately greater share of such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwisecosts and expenses. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.

Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no later than forty-five (45) Within 60 calendar days after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) Purchaser will prepare, or cause to be prepared prepared, and delivered deliver to the Management RepresentativeSeller a consolidated statement of working capital account (the “Working Capital Statement”) of Newco, on behalf of which shall set forth the Management Shareholders, a statement setting forth BuyerPurchaser’s calculation of Newco’s working capital as of the Company’s Net Working Capital Closing Date (the “Closing StatementWorking Capital”). The Working Capital Statement will fairly present the current assets and current liabilities of the Seller as of the Closing Statement Date as contributed to Newco pursuant to Sections 2.1 and 2.3 above and shall be prepared in accordance with the same accounting principles, methodologies and policies used in the preparation of the Interim Balance Sheet and shall contain the categories set out forth on Exhibit C. (b) The Seller shall have 30 calendar days after receipt from the Purchaser to review the Working Capital Statement (the “Review Period”). If the Seller disagrees with the Purchaser’s computation of Closing Working Capital, the Seller may, on or prior to the last day of the Review Period, deliver a notice to the Purchaser (the “Notice of Objection”), which sets forth its objection to the Purchaser’s calculation of Closing Working Capital; provided that the Notice of Objection shall include only objections based on (i) non-compliance with the standards for the preparation of the Working Capital Statement set forth in Schedule 1.06Section 2.8(a), and (ii) mathematical errors in the computation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which the Seller disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Seller’s calculation of Closing Working Capital based on such objections. (c) If Management Representative disagrees with Unless the Closing StatementSeller delivers the Notice of Objection to the Purchaser within the Review Period, he may, within thirty (30) days after delivery thereof, deliver a notice to Buyer specifying those items or amounts as to which he disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf of the Management Shareholders, Seller shall be deemed to have agreed with those items and amounts included in accepted the computation Purchaser’s calculation of Net Closing Working Capital as set forth in and the Closing Working Capital Statement which are not specifically disputed in shall be final, conclusive and binding on the Objection. (d) parties hereto. If the Seller delivers the Notice of Objection is duly delivered pursuant to Section 1.06(c)the Purchaser within the Review Period, Buyer the Purchaser and the Management Representative Seller shall, during the thirty (30) days 10 Business Days following such deliverydelivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items or and amounts in order to determine Net the amount of Closing Working Capital. If, during at the end of such periodperiod or any mutually agreed extension thereof, Buyer the Purchaser and the Management Representative Seller are unable to reach such agreementresolve their disagreements, they shall jointly retain and refer their disagreements to the Independent Accounting Firm. The parties shall instruct the Independent Accounting Firm promptly thereafter retain an accounting firm mutually agreed upon by Buyer and the Management Representative (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such firm shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales) (the “Accounting Referee”) to promptly review this Agreement and determine solely with respect to the disputed items or and amounts for the purpose of calculating Net Working Capital. In making any such calculationso submitted whether and to what extent, if any, the Accounting Referee shall consider only those items or amounts Closing Working Capital set forth in the Closing Working Capital Statement as to which requires adjustment. The Independent Accounting Firm shall base its determination solely on written submissions by the Management Representative has specifically disagreed in the Objection and for which appropriate documentation in support of his position has been submitted. Buyer Purchaser and the Management Representative Seller and not on an independent review. The Purchaser and the Seller shall direct make available to the Independent Accounting Referee to use its best efforts to render its determination as Firm all relevant books and records and other items reasonably requested by the Independent Accounting Firm. As promptly as practicable, but in no event later more than thirty (30) 45 days after being retained by Buyer and selection of the Management Representative. The Independent Accounting Referee Firm, the Independent Accounting Firm shall deliver to Buyer the Purchaser and the Management Representative Seller a report setting that sets forth its determination resolution of Net the disputed items and amounts and its calculation of Closing Working Capital; provided, including all supporting calculations. Such report and the Accounting Referee’s determination of Net however, that in no event shall Closing Working Capital as determined by the Independent Accounting Firm be less than the Purchaser’s calculation of Closing Working Capital set forth in the Working Capital Statement nor more than the Seller’s calculation of Closing Working Capital set forth in the Notice of Objection. The decision of the Independent Accounting Firm shall be conclusivefinal, final conclusive and binding upon Buyer and on the Management Shareholdersparties hereto. The cost costs and expenses of the Independent Accounting Referee’s review and report Firm shall be borne 50% by Buyer equally by and 50% by between the Management Shareholders. The Accounting Referee shall act as an expert Seller and not as an arbitratorPurchaser. (ed) Buyer The provisions of this Section 2.8 shall determine the process by which the parties arrive at a mutual agreement with respect to the Working Capital Statement and shall supersede the Management Representative agree that they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation provisions of Section 2.10 for purposes of calculating the Closing Statement, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Working Capital (as finally determined pursuant to this Section 1.06) is less than the Estimated Working Capital, then each Management Shareholder shall be liable for his Management Proportion of the difference between such amounts, which shall be paid to Buyer from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwise. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.

Closing Working Capital. (a) No more later than five (5) days Business Days prior to the Closing Date, Buyer and Management Representative TRMS shall have jointly prepared, or caused to be prepared, a statement setting forth provide LION with a good faith and reasonably itemized calculation estimate of the estimated Net Closing Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”"ESTIMATED CLOSING WORKING CAPITAL"), then which shall be based on the Initial Payment payable latest available financial information and shall be prepared in accordance with GAAP, applied on a basis consistent with the preparation of the TRMS Balance Sheet, and giving full consideration to TRMS's intention to distribute all 2004 taxable earnings to the Management Shareholders shall reflect a decrease in the amount equal Stockholders prior to the difference between Closing and giving pro-forma effect to the Estimated Working Capital and the Target Working CapitalPre-Closing Distribution. (b) As promptly as practicable, but no later than forty-five (45) 75 days after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) LION will cause to be prepared and delivered to the Management RepresentativeStockholders' Representative an unaudited Closing Working Capital Statement (the "CLOSING WORKING CAPITAL STATEMENT"), on behalf of the Management Shareholders, a statement setting forth Buyer’s LION's calculation of the Company’s Net Closing Working Capital (the “Closing Statement”)Capital. The Closing Working Capital Statement shall (i) be prepared in accordance with GAAP, applied on a basis consistent with the preparation of the TRMS Balance Sheet, (ii) fairly present in all material respects the current assets and current liabilities of TRMS as at the close of business on the Business Day immediately preceding the Closing Date, and (iii) be prepared in accordance with accounting policies set out and practices consistent with those used in Schedule 1.06the preparation of the TRMS Balance Sheet. (c) If Management the Stockholders' Representative disagrees with LION's calculation of Closing Working Capital, the Closing Statement, he Stockholders' Representative may, within thirty (30) 10 days after delivery thereofof the Closing Working Capital Statement, deliver a notice to Buyer specifying LION disagreeing with such calculation and setting forth his calculation of such amount. Any such notice of disagreement shall specify those items or amounts as to which he the Stockholders' Representative disagrees. If the Stockholders' Representative fails to deliver such a written notice within such 10-day period, including appropriate documentation in support LION's calculation of his position (an “Objection”). Management Representative, on behalf of the Management Shareholders, Closing Working Capital shall be deemed to have agreed with those items and amounts included in binding upon the computation of Net Working Capital as set forth in the Closing Statement which are not specifically disputed in the Objectionparties. (d) If the Objection is duly delivered Stockholders' Representative delivers a notice of disagreement pursuant to Section 1.06(c2.6(c), Buyer LION and the Management Stockholders' Representative shall, during the thirty (30) 30 days following such delivery, use their commercially reasonable efforts to reach agreement on the disputed items or amounts in order to determine Net the amount of Closing Working Capital, which amount shall not be less than the amount thereof shown in LION's calculations delivered pursuant to Section 2.6(b) nor more than the amount thereof shown in the Stockholders' Representative's calculation delivered pursuant to Section 2.6(c). If, during such period, Buyer If LION and the Management Stockholders' Representative are unable to reach such agreementagreement during the 30 days, they shall promptly thereafter retain an accounting firm mutually agreed upon by Buyer and cause the Management Representative (or, failing such agreement, within ten (10) days after a request by either the Buyer or the Management Representative such firm shall be nominated by the President for the time being of the Institute of Chartered Accountants in England and Wales) (the “Accounting Referee”) Referee promptly to promptly review this Agreement and the disputed items or amounts for the purpose of calculating Net Closing Working Capital. In making any such calculation, the Accounting Referee shall consider only those items or amounts in the Closing Working Capital Statement or LION's calculation of Closing Working Capital as to which the Management Stockholders' Representative has specifically disagreed in the Objection and for which appropriate documentation in support of his position has been submitted. Buyer and the Management Representative shall direct the Accounting Referee to use its best efforts to render its determination as promptly as practicable, but in no event later than thirty (30) days after being retained by Buyer and the Management Representativedisagreed. The Accounting Referee shall deliver to Buyer LION and the Management Representative Stockholders' Representative, as promptly as practicable, but not later than 120 days after the Closing Date, a report setting forth its determination of Net Working Capital, including all supporting calculationssuch calculation. Such report and the Accounting Referee’s determination of Net Working Capital shall be conclusive, final and binding upon Buyer LION, TRMS and the Management ShareholdersStockholders' Representative. The cost costs, fees and expenses of the Accounting Referee’s review and report Referee shall be borne 50% proportionately by Buyer and 50% by LION, on the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitrator. (e) Buyer one hand, and the Management Representative agree that they willStockholders, and agree on the other, based on the extent to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation of the Closing Statement, the Objection (if any) which LION's and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Working Capital (as finally determined pursuant to this Section 1.06) is less than the Estimated Working Capital, then each Management Shareholder shall be liable for his Management Proportion of the difference between such amounts, which shall be paid to Buyer Stockholders' Representative's respective determinations differ from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management ShareholderAccounting Referee's through the Earnout Payments or otherwisedetermination. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.

Closing Working Capital. (a) No more than five (5) days prior to the Closing Date, Buyer and Management Representative shall have jointly prepared, or caused to be prepared, a statement setting forth a good faith and reasonably itemized calculation of the estimated Net Working Capital (the “Estimated Working Capital”). At the Closing, if the Estimated Working Capital is less than £850,000 (the “Target Working Capital”), then the Initial Payment payable to the Management Shareholders shall reflect a decrease in the amount equal to the difference between the Estimated Working Capital and the Target Working Capital. (b) As promptly as practicable, but no later than forty-five (45) Within 75 days after the Closing Date, Buyer (with the assistance of Management Representative to the extent requested by Buyer) will prepare, or cause to be prepared prepared, and delivered deliver to Sellers’ Representative an audited Closing Working Capital Statement (the "Closing Working Capital Statement"), which shall set forth (i) Buyer's calculation of Working Capital as of September 30, 2008, (ii) which calculation shall also include (as an adjustment to the Management RepresentativePurchase Price) an amount equivalent to all other debt of AMV and its Subsidiaries as at September 30, on behalf 2008 not included as part of the Management ShareholdersWorking Capital calculation, a statement setting forth Buyer’s calculation including debt that is payable longer than 12 months relating to the acquisition of the Company’s Net Working Capital Connection Makers business and (iii) which calculation shall also include (as an adjustment to the Purchase Price) an amount equivalent to a pro rata portion of the net profit after tax of AMV and its Subsidiaries for the period October 1, 2008 through the Closing Date, based on the number of whole days elapsed from October 1, 2008 to the Closing Date as a proportion of the total net profit after tax of AMV and its Subsidiaries for the month of October 2008 (the “Stub Period Adjustment”) ("Closing Statement”Working Capital"). The Closing Working Capital Statement and its components shall be prepared in accordance with UK GAAP applied on a basis substantially consistent with those used in the accounting policies set out in Schedule 1.06preparation of the Balance Sheet and the exchange rate used shall be the exchange rate as of the Closing Date as specified by the New York Federal Reserve Bank. (cb) Upon receipt from Buyer, Sellers’ Representative shall have 15 days to review the Closing Working Capital Statement (the "Review Period"). If Management Sellers’ Representative disagrees with the Buyer's computation of Closing StatementWorking Capital, he Sellers’ Representative may, within thirty (30) days after delivery thereofon or prior to the last day of the Review Period, deliver a notice to Buyer specifying (the "Notice of Objection"), which sets forth its objections to Buyer's calculation of Closing Working Capital; provided that the Notice of Objection shall include only objections based on (i) non-compliance with the standards set forth in Section 2.6(a) for the preparation of the Closing Working Capital Statement and (ii) mathematical errors in the computation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts as to with which he Sellers’ Representative disagrees, including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf together with a detailed written explanation of the Management Shareholdersreasons for disagreement with each such item or amount, and shall set forth Sellers’ Representative’s calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Sellers’ Representative shall be deemed to have agreed with those Buyer's calculation of all other items and amounts included in the computation of Net Working Capital as set forth contained in the Closing Statement which are not specifically disputed in the ObjectionWorking Capital Statement. (dc) Unless Sellers’ Representative delivers the Notice of Objection to Buyer within the Review Period, Sellers’ Representative shall be deemed to have accepted Buyer's calculation of Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and binding. If Sellers’ Representative delivers the Notice of Objection is duly delivered pursuant to Section 1.06(c)Buyer within the Review Period, Buyer and the Management Sellers’ Representative shall, during the thirty (30) 30 days following such deliverydelivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items or and amounts in order to determine Net the amount of Closing Working Capital. If, during at the end of such periodperiod or any mutually agreed extension thereof, Buyer and the Management Sellers’ Representative are unable to reach such agreementresolve their disagreements, they shall promptly thereafter jointly retain and refer their disagreements to an independent accounting firm mutually agreed upon by acceptable to Buyer and the Management Sellers’ Representative (orthe "Independent Expert"), failing such or in the absence of agreement, within ten (10) seven days after a request by either of the Buyer or the Management Representative first disagreement being expressed, such firm shall be nominated by as the President for the time being of the Institute of Chartered Accountants in England and WalesWales (or in his absence the next most senior officer) (shall determine to act as the “Accounting Referee”) Independent Expert on the application of either Buyer or the Sellers’ Representative. The parties shall instruct the Independent Expert promptly to promptly review this Agreement Section 2.6 and to determine solely with respect to the disputed items or and amounts for the purpose of calculating Net Working Capital. In making any such calculationso submitted whether and to what extent, if any, the Accounting Referee shall consider only those items or amounts Closing Working Capital set forth in the Closing Working Capital Statement as to which the Management requires adjustment. The Independent Expert shall base its determination solely on written submissions by Buyer and Sellers’ Representative has specifically disagreed in the Objection and for which appropriate documentation in support of his position has been submittednot on an independent review. Buyer and the Management Sellers’ Representative shall direct make available to the Accounting Referee to use its best efforts to render its determination as Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable, practicable but in no event later than thirty (30) 45 days after being retained by Buyer and its retention, the Management Representative. The Accounting Referee Independent Expert shall deliver to Buyer and the Management Sellers’ Representative a report setting which sets forth its determination resolution of Net the disputed items and amounts and its calculation of Closing Working Capital, including all supporting calculations. Such report and the Accounting Referee’s determination of Net ; provided that in no event shall Closing Working Capital as determined by the Independent Expert be less than Buyer's calculation of Closing Working Capital set forth in the Closing Working Capital Statement nor more than Sellers’ Representative’s calculation of Closing Working Capital set forth in the Notice of Objection. The decision of the Independent Expert shall be conclusivefinal, final conclusive and binding upon Buyer and on the Management Shareholdersparties. The cost costs and expenses of the Accounting Referee’s review and report Independent Expert shall be borne 50% one-half by Buyer and 50% one-half by the Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitratorSellers. (e) Buyer and the Management Representative agree that they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the preparation of the Closing Statement, the Objection (if any) and the calculation of Net Working Capital and in the conduct of the audits and reviews referred to in this Section 1.06, including, without limitation, making available to the extent reasonably required books, records, work papers and personnel. (f) If the Net Working Capital (as finally determined pursuant to this Section 1.06) is less than the Estimated Working Capital, then each Management Shareholder shall be liable for his Management Proportion of the difference between such amounts, which shall be paid to Buyer from the Escrow Account provided that to the extent any such payment shall exceed the Management Shareholder’s Relevant Proportion of the Retained Amount, any excess shall be paid from such Management Shareholder's through the Earnout Payments or otherwise. (g) For the avoidance of doubt no payment shall be due to or from the Minority Shareholders pursuant to this Section 1.06.