Common use of Closing Working Capital Clause in Contracts

Closing Working Capital. (a) Within 75 days after the Closing Date, Buyer will prepare, or cause to be prepared, and deliver to the Representatives an unaudited Closing Working Capital Statement (the “Closing Working Capital Statement”), which shall set forth Buyer’s calculation of Working Capital as of the Closing Date (“Closing Working 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 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 accordance 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). (b) Upon receipt from Buyer, the Representatives shall have 45 days to review the Closing Working Capital Statement (the “Review Period”). If Sellers disagree with Buyer’s computation of Closing Working Capital, the Representatives may, on or prior to the last day of the Review Period, deliver a notice to Buyer (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 with which Sellers disagree, together with a detailed written explanation of the reasons 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 Buyer’s calculation of all other items and amounts contained in the Closing Working Capital Statement. (c) 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 to Buyer within the Review Period, Buyer and the Representatives shall, during the 45 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, Buyer and the Representatives are unable to resolve their disagreements, they shall jointly retain 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 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 Representatives and not on an independent review. Buyer and Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable but in no event later than 45 days after its retention, the Independent Expert shall deliver to Buyer and the Representatives 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 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 final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be borne by the party that has the greatest differential from the binding Independent Expert decision.

Closing Working Capital. (a) Within 75 As promptly as practicable, but no later than 60 days after the Closing DateClosing, Buyer the Surviving Corporation will prepare, or cause to be prepared, prepared and deliver delivered to the Representatives an unaudited Stockholders’ Representative (i) a statement setting forth the Surviving Corporation’s calculation of Closing Working Capital Statement (the “Closing Working Capital Statement”), which shall set and (ii) a statement setting forth Buyerthe Surviving Corporation’s calculation of Closing Cash (the “Closing Cash Statement” and together with the Closing Working Capital as of Statement, the “Closing Statements”), in each case determined in accordance with the definitions thereof. The Closing Statements shall (i) be signed by the Surviving Corporation’s chief financial officer, (ii) fairly present the Closing Date Working Capital and Closing Cash, each in accordance with the definitions thereof, and (“Closing Working Capital”). The iii) the Closing Working Capital Statement shall be prepared specifically identify the respective amounts of inventories, accounts receivable, prepaid expenses and other current assets (and, in accordance with United States generally accepted accounting principles (“GAAP”each case, any allowances or reserves therefor) applied on a basis substantially consistent with those and accounts payable, accrued expenses and other current liabilities used in the 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 accordance 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). (b) Upon receipt from Buyer, the Representatives shall have 45 days to review the Closing Working Capital Statement (the “Review Period”). If Sellers disagree with Buyer’s computation of Closing Working Capital, the Representatives may, on or prior to the last day of the Review Period, deliver a notice to Buyer (the “Notice of Objection”), which sets forth its objections to BuyerSurviving Corporation’s calculation of Closing Working Capital. (b) If the Stockholders’ Representative disagrees with the Surviving Corporation’s calculation of Closing Working Capital or Closing Cash delivered pursuant to Section 2.12(a), the Stockholders’ Representative may, within 30 days after receipt of the Closing Statements, deliver a written notice to the Surviving Corporation and Buyer disagreeing with such calculation and setting forth the Stockholders’ Representative’s calculation of such amount. Any Notice such notice of Objection disagreement shall specify those items or amounts with as to which Sellers disagree, together with a detailed written explanation of the reasons for disagreement with each such item or amountStockholders’ Representative disagrees, and shall set forth the RepresentativesStockholders’ 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 Buyer’s calculation of all other items and amounts contained in the relevant Closing Statement and the Surviving Corporation’s calculation of Closing Working Capital Statement. (c) Unless or Closing Cash, as the Representatives deliver the Notice of Objection to Buyer within the Review Periodcase may be, Sellers and such agreed items and amounts shall be deemed final and binding upon the parties. If the Stockholders’ Representative fails to have accepted Buyerdeliver such a written notice within such 30 day period, the Surviving Corporation’s calculation of Closing Working Capital and the Closing Working Capital Statement Cash, respectively, shall be finalfinal and binding upon the parties. (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.12(b), conclusive and binding. If the Representatives deliver the Notice of Objection to Buyer within the Review PeriodStockholders’ Representative, Buyer and the Representatives Surviving Corporation shall, during the 45 30 days following such delivery or any mutually agreed extension thereofdelivery, use their commercially all reasonable efforts to reach agreement on the disputed items and or amounts in order to determine 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, at the end of during such period or any mutually agreed extension thereof, the Stockholders’ Representative, Buyer and the Representatives Surviving Corporation are unable to resolve their disagreementsreach such agreement, they shall jointly retain and refer their disagreements to Xxxxx Xxxxxxxx promptly thereafter cause Ernst & Young LLP (or, if or 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 acceptable agreed to Buyer and among the Representatives parties (the “Independent ExpertNeutral Arbitrator”). The parties shall instruct the Independent Expert ) promptly to review this Section 1.5 2.12 and to determine solely with respect to the disputed items and or amounts so submitted whether and to what extent, if any, for the purpose of calculating Closing Working Capital set forth or Closing Cash, as the case may be. In making such calculation, the Neutral Arbitrator shall act as an arbitrator and shall consider only those items or amounts in the Closing Working Capital Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Buyer and the Representatives and not on an independent review. Buyer and Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable but in no event later than 45 days after its retention, the Independent Expert shall deliver to Buyer and the Representatives 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 the Independent Expert be less than BuyerSurviving Corporation’s calculation of Closing Working Capital set forth in or Closing Cash, as the Closing Working Capital Statement nor more than case may be, as to which the RepresentativesStockholders’ calculation of Closing Working Capital set forth in the Notice of ObjectionRepresentative has disagreed. The decision of Neutral Arbitrator shall make its determination based solely on the Independent Expert presentations and supporting materials provided by the parties and not pursuant to any independent review. The Neutral Arbitrator shall deliver to the Stockholders’ Representative, Buyer and the Surviving Corporation, as promptly as practicable, a written report setting forth such calculation. Such report shall be final, conclusive final and binding upon the Stockholders’ Representative, Buyer and the Surviving Corporation, and judgment may be entered on the partiesaward. The costs fees and expenses of the Independent Expert Neutral Arbitrator shall be borne allocated to and paid by the Buyer and 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 Neutral Arbitrator) bears to the total amount of such disputed items so submitted; provided that has such fees and expenses of the greatest differential Neutral Arbitrator allocable to and payable by the Stockholders’ Representative may be paid by the Stockholders’ Representative from the binding Independent Expert decisionEscrow Fund. (d) Buyer and the Surviving Corporation agree that they will, and Buyer will cause its Subsidiaries to, and Buyer agrees to use reasonable efforts to cause its and the Surviving Corporation’s respective independent accountants to, cooperate and assist the Stockholders’ Representative in the review of the Closing Statements, including without limitation, the making available 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 (which shall take into account the proviso in the immediately preceding sentence) or otherwise fails to give the Neutral Arbitrator access as reasonably requested, then the Neutral Arbitrator shall render a decision based solely on the evidence timely submitted and the access afforded to the Neutral Arbitrator by Buyer, the Surviving Corporation and the Stockholders’ Representative.

Closing Working Capital. (a) Within 75 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 prepare, or cause to be prepared, prepared and deliver delivered to the Representatives an unaudited Closing Working Capital Statement (Management Representative, on behalf of the “Closing Working Capital Statement”)Management Shareholders, which shall set a statement setting forth Buyer’s calculation of the Company’s Net Working Capital as of (the Closing Date (“Closing Working CapitalStatement”). The Closing Working Capital Statement shall be prepared in accordance with United States generally accepted the accounting principles (“GAAP”) applied on a basis substantially consistent with those used policies set out in the 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 accordance 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)1.06. (bc) Upon receipt from Buyer, the Representatives shall have 45 days to review If Management Representative disagrees with the Closing Working Capital Statement (the “Review Period”). If Sellers disagree with Buyer’s computation of Closing Working CapitalStatement, the Representatives he may, on or prior to the last day of the Review Periodwithin thirty (30) days after delivery thereof, deliver a notice to Buyer (the “Notice of Objection”), which sets forth its objections to Buyer’s calculation of Closing Working Capital. Any Notice of Objection shall specify specifying those items or amounts with as to which Sellers disagreehe disagrees, together with a detailed written explanation including appropriate documentation in support of his position (an “Objection”). Management Representative, on behalf of the reasons for disagreement with each such item or amountManagement Shareholders, 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 Buyer’s calculation of all other those items and amounts contained included in the computation of Net Working Capital as set forth in the Closing Working Capital StatementStatement which are not specifically disputed in the Objection. (cd) 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 Buyer within the Review PeriodSection 1.06(c), Buyer and the Representatives Management Representative shall, during the 45 thirty (30) days following such delivery or any mutually agreed extension thereofdelivery, use their commercially reasonable efforts to reach agreement on the disputed items and or amounts in order to determine the amount of Closing Net Working Capital. If, at the end of during such period or any mutually agreed extension thereofperiod, Buyer and the Representatives Management Representative are unable to resolve their disagreementsreach such agreement, they shall jointly promptly thereafter retain 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 an accounting firm mutually 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 agreed upon by Buyer and the Representatives 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 not on an independent reviewWales) (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 Sellers the Management Representative shall make available direct the Accounting Referee to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As use its best efforts to render its determination as promptly as practicable practicable, but in no event later than 45 thirty (30) days after its retention, being retained by Buyer and the Independent Expert Management Representative. The Accounting Referee shall deliver to Buyer and the Representatives Management Representative a report which sets setting forth its resolution 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 disputed items Accounting Referee’s review and amounts and its calculation of Closing Working Capital; 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 final, conclusive and binding on the parties. The costs and expenses of the Independent Expert report shall be borne 50% by Buyer and 50% by the party Management Shareholders. The Accounting Referee shall act as an expert and not as an arbitrator. (e) Buyer and the Management Representative agree that has they will, and agree to cause their respective independent accountants (subject to any necessary waivers or indemnifications) to, cooperate and assist in the greatest differential 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 binding Independent Expert decisionEscrow 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) Within 75 days At least three Business Days prior to the Closing Date, the Company will deliver to Buyer a certificate setting forth the Company’s good faith estimate of Closing Working Capital calculated in accordance with this Agreement and the Accounting Policies (“Estimated Closing Working Capital”), together with reasonable documentation evidencing such calculation. If Buyer disagrees in good faith with the 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 Closing, Seller’s calculation of Estimated Closing Working Capital will be used for purposes of determining the Purchase 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 90 days, after the Closing Date, Buyer will prepare, or cause to be prepared, prepared and deliver delivered to the Representatives an unaudited Seller (i) a certificate setting forth Buyer’s calculations of Closing Working Capital Statement and (ii) a statement setting forth (x) the “Closing Working Capital Statement”)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, which shall set forth Buyer’s calculation of Working Capital as accompanied by supporting documentation, of the Closing Date (“Closing Working Capital”)basis for such differences. The Closing Working Capital Statement shall be prepared 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 United States generally accepted accounting principles the Accounting Policies, and (“GAAP”ii) applied on a basis substantially consistent only include line items set forth in Exhibit A. Buyer will, and will cause the Company to, (x) provide Seller and its representatives with those used 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 preparation 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 Balance Sheet and will include the accounts identified on Schedule 1.5. In determining Closing Working Capitallast sentence of Section 2.03(b)) within five Business Days of Seller’s written request therefor, the amount such 60-day period will be adjusted to account for extended by the difference number of days between the 2008 budgeted capital expenditures through the Closing Date detailed on Schedule 1.5(a) (the “Budgeted Capital Expenditures”), date of Seller’s written request and the actual capital expenditures made date on which Buyer or the Company furnishes or provides access to such documents or information to Seller or its representatives. If Seller disagrees with respect to the items detailed on Schedule 1.5(a) through the Closing Date (the “Actual Capital Expenditures”). To the extent the amount Buyer’s calculation of the Budgeted Capital Expenditures exceeds the Actual Capital Expenditures incurred, the Closing Working Capital will be reduced in accordance with this delivered pursuant to Section 1.5(a2.03(b). 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). (b) Upon receipt from Buyer, the Representatives shall have 45 days to review the Closing Working Capital Statement (the “Review Period”). If Sellers disagree with Buyer’s computation of Closing Working Capital, the Representatives Seller may, on or prior within 60 days after delivery of such calculation (as such period may be extended pursuant to the last day of the Review Periodpreceding sentence), deliver a notice to Buyer (the “Notice of Objection”), which sets forth its objections to Buyerdisagreeing with such calculation and specifying Seller’s calculation of Closing Working Capitalsuch amounts and, in reasonable detail, Seller’s grounds for such disagreement. Any Notice such notice of Objection shall disagreement will specify those items or amounts with as to which Sellers disagree, together with a detailed written explanation of the reasons for disagreement with each such item or amountSeller disagrees, 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 Seller will be deemed to have agreed with Buyer’s calculation of all other items and amounts contained in the Closing Working Capital Statement. (c) Unless the Representatives deliver the Notice of Objection to Buyer within the Review Period, Sellers shall be deemed to have accepted Buyer’s calculation calculations of Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and binding. delivered pursuant to Section 2.03(b). (d) If the Representatives deliver the Notice a notice of Objection disagreement is duly delivered pursuant to Buyer within the Review PeriodSection 2.03(c), Buyer and the Representatives shallSeller will, during the 45 15 days following such delivery or any mutually agreed extension thereof(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 and or amounts in order to determine the amount of Closing Working Capital. Ifdetermine, at the end of such period or any mutually agreed extension thereof, Buyer and the Representatives are unable to resolve their disagreements, they shall jointly retain 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 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 anyas may be required, 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 Representatives and not on an independent review. Buyer and Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable but in no event later than 45 days after its retention, the Independent Expert shall deliver to Buyer and the Representatives a report which sets forth its resolution of the disputed items and amounts and its calculation of Closing Working Capital; provided that such amount of Closing Working Capital will not be less than the amount thereof shown in no event shall 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 Buyer and Seller are unable to reach such agreement during such period, they will promptly cause a mutually agreed independent accounting firm of nationally recognized standing (the “Accounting Firm”) to review this Agreement and the disputed items or amounts for the purpose of calculating Closing Working Capital. In making such calculations, the Accounting Firm will (i) act as an arbitrator, not as an expert, (ii) consider only those items or amounts in Buyer’s calculations of Closing Working Capital as to which Seller has disagreed and (iii) not consider or review any settlement (or similar) offers made by Buyer or Seller in connection herewith. The Accounting Firm will deliver to Buyer and Seller, as promptly as practicable, a report setting forth such calculations, including an explanation for its determination of the amount of each disputed item or amount determined therein. Such report will be final and binding upon Buyer and Seller. The cost of such review and report will be borne equally by Buyer, on the Independent Expert be less than Buyer’s calculation 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 Seller agree that they will, and agree to cause their respective independent accountants and the Company to, cooperate and assist in the calculations of Closing Working Capital set forth and in the Closing Working Capital Statement conduct of any reviews referred to in this Section 2.03, including making available to the extent necessary books, records, work papers and personnel. (e) Neither Section 2.03 nor more than Section 2.04 is intended to be used to adjust for errors or omissions that may be found with respect to the Representatives’ calculation of Closing Working Capital set forth in Balance Sheet or any inconsistencies between the Notice of Objection. The decision of Balance Sheet or the Independent Expert shall be finalAccounting Policies, conclusive and binding on the parties. The costs one hand, and expenses of GAAP, on the Independent Expert shall other, for which the R&W Insurance Policy will be borne by the party that has the greatest differential from the binding Independent Expert decisionsole and exclusive remedy, subject to Section 8.03.

Closing Working Capital. (a) Within No later than five Business Days prior to the Closing Date, TRMS shall provide LION with a good faith estimate of the Closing Working Capital ("ESTIMATED CLOSING WORKING CAPITAL"), which shall be based on the 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 Stockholders prior to the Closing and giving pro-forma effect to the Pre-Closing Distribution. (b) As promptly as practicable, but no later than 75 days after the Closing Date, Buyer LION will prepare, or cause to be prepared, prepared and deliver delivered to the Representatives Stockholders' Representative an unaudited Closing Working Capital Statement (the “Closing Working Capital Statement”"CLOSING WORKING CAPITAL STATEMENT"), which shall set setting forth Buyer’s LION's calculation of Working Capital as of the Closing Date (“Closing Working Capital”). The Closing Working Capital Statement shall (i) be prepared in accordance with United States generally accepted accounting principles (“GAAP”) , applied on a basis substantially 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 and practices consistent with those used in the preparation of the TRMS 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 accordance 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)Sheet. (bc) Upon receipt from Buyer, If the Representatives shall have 45 days to review the Closing Working Capital Statement (the “Review Period”). If Sellers disagree Stockholders' Representative disagrees with Buyer’s computation LION's calculation of Closing Working Capital, the Representatives Stockholders' Representative may, on or prior to the last day within 10 days after delivery of the Review PeriodClosing Working Capital Statement, deliver a notice to Buyer (the “Notice of Objection”), which sets LION disagreeing with such calculation and setting forth its objections to Buyer’s his calculation of Closing Working Capitalsuch amount. Any Notice such notice of Objection disagreement shall specify those items or amounts with as to which Sellers disagreethe Stockholders' Representative disagrees. If the Stockholders' Representative fails to deliver such a written notice within such 10-day period, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Representatives’ LION's 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 Buyer’s calculation of all other items and amounts contained in binding upon the Closing Working Capital Statementparties. (cd) Unless If the Representatives deliver the Notice Stockholders' Representative delivers a notice of Objection disagreement pursuant to Buyer within the Review PeriodSection 2.6(c), Sellers shall be deemed to have accepted Buyer’s calculation of Closing Working Capital LION and the Closing Working Capital Statement shall be final, conclusive and binding. If the Representatives deliver the Notice of Objection to Buyer within the Review Period, Buyer and the Representatives Stockholders' Representative shall, during the 45 30 days following such delivery or any mutually agreed extension thereofdelivery, use their commercially reasonable efforts to reach agreement on the disputed items and or amounts in order to determine 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, at the end of such period or any mutually agreed extension thereof, Buyer If LION and the Representatives Stockholders' Representative are unable to resolve their disagreementsreach such agreement during the 30 days, they shall jointly retain 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 acceptable to Buyer and promptly thereafter cause the Representatives (the “Independent Expert”). The parties shall instruct the Independent Expert Accounting Referee promptly to review this Section 1.5 and to determine solely with respect to the disputed items and or amounts so submitted whether and to what extent, if anyfor the purpose of calculating Closing Working Capital. In making such calculation, the Closing Working Capital set forth Accounting Referee shall consider only those items or amounts in the Closing Working Capital Statement requires adjustment. The Independent Expert shall base its determination solely on written submissions by Buyer and the Representatives and not on an independent review. Buyer and Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable but in no event later than 45 days after its retention, the Independent Expert shall deliver to Buyer and the Representatives 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 the Independent Expert be less than Buyer’s or LION's calculation of Closing Working Capital set forth in as to which the Stockholders' Representative has disagreed. The Accounting Referee shall deliver to LION and the Stockholders' Representative, as promptly as practicable, but not later than 120 days after the Closing Working Capital Statement nor more than Date, a report setting forth such calculation. Such report shall be final and binding upon LION, TRMS and the Representatives’ calculation of Closing Working Capital set forth in the Notice of ObjectionStockholders' Representative. The decision of the Independent Expert shall be finalcosts, conclusive and binding on the parties. The costs fees and expenses of the Independent Expert Accounting Referee shall be borne proportionately by LION, on the party that has one hand, and the greatest differential Stockholders, on the other, based on the extent to which LION's and the Stockholders' Representative's respective determinations differ from the binding Independent Expert decisionAccounting Referee's determination.

Closing Working Capital. (a) Within 75 sixty (60) calendar days after the Closing Date, the Buyer will prepare, shall prepare or cause to be prepared, prepared and deliver delivered to the Representatives an unaudited Seller a statement (the "Closing Statement" setting forth a balance sheet of the Company as of the Closing Date and calculating the Working Capital Statement (of the “Closing Working Capital Statement”), which shall set forth Buyer’s calculation of Working Capital 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 Working Capital 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 United States generally accepted accounting principles (“GAAP”) applied GAAP and on a consistent basis substantially consistent with those used in the 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 accordance 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)Company Financial Statements. (b) Upon receipt from the Buyer, the Representatives Seller shall have 45 thirty (30) calendar days to review the Closing Working Capital Statement (the “"Review Period”"). If Sellers disagree the Seller disagrees with the Buyer’s 's computation of the Closing Working Capital, the Representatives Seller may, on or prior to the last calendar day of the Review Period, deliver a notice to the Buyer (the “"Notice of Objection”"), which sets forth its objections to the Buyer’s 's calculation of the Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which Sellers disagreethe Seller disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and and, to the extent reasonably practicable, shall set forth the Representatives’ Seller's calculation of the Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Sellers the Seller shall be deemed to have agreed with the Buyer’s 's calculation of all other items and amounts contained in the Closing Working Capital Statement. (c) Unless the Representatives deliver Seller delivers the Notice of Objection to the Buyer within the Review Period, Sellers the Seller shall be deemed to have accepted the Buyer’s 's calculation of the Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and binding. If the Representatives deliver Seller delivers the Notice of Objection to the Buyer within the Review Period, the Buyer and the Representatives Seller shall, during the 45 thirty (30) calendar days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of the Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, the Buyer and the Representatives Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements for final determination to Xxxxx Xxxxxxxx LLP an independent accounting firm mutually agreed upon by the Buyer and the Seller (or, if the Buyer and the Seller cannot agree on such firm an accounting firm, then each 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 select an independent accounting firm and such accounting firms shall select a third independent accounting firm) (the accounting firm mutually acceptable to agreed upon by the Buyer and the Representatives (Seller or such other accounting firm being the “"Independent Expert”"). The parties Buyer and the Seller shall instruct the Independent Expert promptly to review this Section 1.5 2.4 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 Representatives and not on an independent review. Buyer and Sellers Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent ExpertExpert for this purpose. As The Buyer and the Seller shall request that the Independent Expert deliver to the Buyer and the Seller, as promptly as practicable but in no event later than 45 forty-five (45) calendar days after its retention, the Independent Expert shall deliver to Buyer and the Representatives a report which that 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 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 final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be borne by the party that has the greatest differential from the binding Independent Expert decision.Closing

Closing Working Capital. (a) Within 75 thirty (30) days after the Closing Date, Buyer will Sellers shall prepare, or cause to be prepared, and deliver to the Representatives Purchasers an unaudited Closing statement setting forth Sellers’ calculation of Working Capital Statement as of the Closing Date (the “Closing Working Capital Statement”), which shall set forth Buyer’s Sellers’ calculation of Working Capital as of the Closing Date (“Closing Working Capital”). The Closing Working Capital Statement and Final Working Capital shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis substantially consistent with those used in reduced by an amount equal to the preparation asset value of the Balance Sheet and will include the accounts identified on inventory described in Schedule 1.5. In determining 2.07; provided that if a reserve with respect to such inventory has been included in Closing Working Capital or Final Working Capital, the amount will then such reduction shall not 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 extent it duplicates 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 accordance 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)reserve. (b) Upon receipt from BuyerSellers, the Representatives Purchasers shall have 45 thirty (30) days to review the Closing Working Capital Statement (the “Review Period”). If Sellers Purchasers disagree with Buyer’s Sellers’ computation of Closing Working Capital, the Representatives Purchasers may, on or prior to the last day of the Review Period, deliver a notice to Buyer Sellers (the a “Notice of Objection”), which sets forth its their objections to Buyer’s Sellers’ calculation of Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which Sellers Purchasers disagree, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the RepresentativesPurchasers’ calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Sellers Purchasers shall be deemed to have agreed with Buyer’s Sellers’ calculation of all other items and amounts contained in the Closing Working Capital Statement. (c) Unless the Representatives Purchasers deliver the a Notice of Objection to Buyer Sellers within the Review Period, Sellers Purchasers shall be deemed to have accepted Buyer’s Sellers’ calculation of Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and binding. If the Representatives Purchasers deliver the a Notice of Objection to Buyer Sellers within the Review Period, Buyer Purchasers and the Representatives Sellers shall, during the 45 ten (10) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, Buyer Purchasers and the Representatives Sellers are unable to resolve their disagreements, they shall jointly retain 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 acceptable to Buyer and the Representatives (the “an Independent Expert”). The parties shall instruct the Independent Expert promptly to review this Section 1.5 1.07 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 Purchasers and the Representatives Sellers and not on an independent review. Buyer Purchasers and Sellers shall make available to the Independent Expert all relevant books Books and records Records and other items reasonably requested by the Independent Expert. As The parties shall request that the Independent Expert deliver to Purchasers and Sellers, as promptly as practicable but in no event later than 45 thirty (30) days after its retention, the Independent Expert shall deliver to Buyer and the Representatives 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 the Independent Expert be less more than Buyer’s Sellers’ calculation of Closing Working Capital set forth in the Closing Working Capital Statement nor more less than the RepresentativesPurchasers’ 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 borne allocated between the parties by the Independent Expert based upon the relative differences between the position asserted by each party that has and the greatest differential final resolution of the disputed items, with the party asserting a position further from the binding Independent Expert decisionfinal resolution bearing a proportionately greater share of such costs and expenses.

Closing Working Capital. (a) Within 75 sixty (60) calendar days after the Closing Date, the Buyer will prepare, shall prepare or cause to be prepared, prepared and deliver delivered to the Representatives an unaudited Closing Working Capital Statement Seller a statement (the “Closing Statement” setting forth a balance sheet of the Company as of the Closing Date and calculating the Working Capital Statement”), which shall set forth Buyer’s calculation of Working Capital 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 Working Capital 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 United States generally accepted accounting principles (“GAAP”) applied GAAP and on a consistent basis substantially consistent with those used in the 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 accordance 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)Company Financial Statements. (b) Upon receipt from the Buyer, the Representatives Seller shall have 45 thirty (30) calendar days to review the Closing Working Capital Statement (the “Review Period”). If Sellers disagree the Seller disagrees with the Buyer’s computation of the Closing Working Capital, the Representatives Seller may, on or prior to the last calendar day of the Review Period, deliver a notice to the Buyer (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 with which Sellers disagreethe Seller disagrees, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and and, to the extent reasonably practicable, shall set forth the Representatives’ Seller’s calculation of the Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Sellers the Seller shall be deemed to have agreed with the Buyer’s calculation of all other items and amounts contained in the Closing Working Capital Statement. (c) Unless the Representatives deliver Seller delivers the Notice of Objection to the Buyer within the Review Period, Sellers the Seller shall be deemed to have accepted the Buyer’s calculation of the Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and binding. If the Representatives deliver Seller delivers the Notice of Objection to the Buyer within the Review Period, the Buyer and the Representatives Seller shall, during the 45 thirty (30) calendar days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of the Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, the Buyer and the Representatives Seller are unable to resolve their disagreements, they shall jointly retain and refer their disagreements for final determination to Xxxxx Xxxxxxxx LLP an independent accounting firm mutually agreed upon by the Buyer and the Seller (or, if the Buyer and the Seller cannot agree on such firm an accounting firm, then each 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 select an independent accounting firm and such accounting firms shall select a third independent accounting firm) (the accounting firm mutually acceptable to agreed upon by the Buyer and the Representatives (Seller or such other accounting firm being the “Independent Expert”). The parties Buyer and the Seller shall instruct the Independent Expert promptly to review this Section 1.5 2.4 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 Representatives and not on an independent review. Buyer and Sellers Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent ExpertExpert for this purpose. As The Buyer and the Seller shall request that the Independent Expert deliver to the Buyer and the Seller, as promptly as practicable but in no event later than 45 forty-five (45) calendar days after its retention, the Independent Expert shall deliver to Buyer and the Representatives a report which that 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 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 final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be borne by the party that has the greatest differential from the binding Independent Expert decision.Closing

Closing Working Capital. (a) Within 75 days after Not earlier than five (5) Business Days prior to the Closing Date, Buyer and not later than two (2) Business Days prior to the Closing Date, Seller will prepare, or cause to be prepared, and deliver to the Representatives an Buyer and unaudited Closing Working Capital Statement statement (the “Closing Estimated Working Capital Statement”), which shall set forth BuyerSeller’s good faith calculation of Working Capital as of the Closing Date (“Closing Estimated Working Capital”). The Closing Seller covenants and agrees that the Estimated Working Capital Statement shall be prepared in accordance with United States generally accepted using the same accounting principles (“GAAP”) applied on a basis substantially consistent with those principles, methodologies and policies used in the preparation of the Interim Balance Sheet and will include otherwise consistent with that used in preparation of Schedule I hereto. Notwithstanding the accounts identified on Schedule 1.5. In determining 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 greater than the Upper Working Capital Limit, then the amount in excess shall be payable by Buyer to Seller by increasing the amount of the Closing Payment, by such excess, or (ii) if the Lower Working Capital Limit is greater than the Estimated Working Capital, then the amount will in excess shall be adjusted payable by Seller to account for Buyer by decreasing the difference between the 2008 budgeted capital expenditures through amount of the Closing Date detailed on Schedule 1.5(aPayment by such excess. (c) As soon as is reasonably practicable after the Closing Date, but in any event not more than forty-five (45) days thereafter, Buyer shall prepare and deliver to Seller a certificate signed by the Chief Financial Officer or similar officer of Buyer (the “Budgeted Actual Working Capital ExpendituresStatement”), and ) showing in reasonable detail its good faith computation of the actual capital expenditures made with respect to the items detailed on Schedule 1.5(a) through Working Capital as of the Closing Date (the “Actual Capital ExpendituresWorking Capital”). To Buyer covenants and agrees that the extent Actual 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 Budgeted Capital Expenditures exceeds prices agreed to in the Actual Capital Expenditures incurredQMSI Supply Agreement, and the Closing Upper Working Capital will be reduced in accordance with this Section 1.5(a). To the extent the Actual Capital Expenditures incurred exceeds the amount of Budgeted Capital Expenditures, Limit and such excess is approved in writing by Buyer, then the Closing Lower Working Capital will Limit shall be increased in accordance with this Section 1.5(a)adjusted accordingly. (bd) Upon Within thirty (30) days after receipt from Buyer, of the Representatives shall have 45 days to review the Closing Actual Working Capital Statement (the “Review Period”). If Sellers disagree with Buyer’s computation of Closing Working Capital, the Representatives may, on or prior to the last day of the Review Period, deliver a Seller by written notice to Buyer (may object to 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 with which Sellers disagree, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Representatives’ calculation of Closing Actual Working Capital based on such objections. To the extent not as set forth in the Notice Actual Working Capital Report, setting forth in such notice (the “Working Capital Objection Notice”) Seller’s objection in reasonable detail (which for the avoidance of Objection, Sellers doubt shall be deemed limited to have agreed failure to compute the Working Capital in accordance with Buyerthis Agreement or arithmetic error) and the Seller’s proposal or proposals with respect to the calculation of all other items and amounts contained in Actual Working Capital. Within twenty (20) days following timely delivery of the Closing Working Capital Statement. (c) 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 to Buyer within the Review PeriodNotice, Buyer and Seller shall attempt, in good faith, to resolve all disputes between them concerning the Representatives shall, during the 45 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working CapitalCapital Objection Notice. If, at the end of such period or any mutually agreed extension thereof, If Buyer and Seller resolve such disputes within such twenty (20) day period, then the Representatives are unable to Actual Working Capital as so resolved between Buyer and Seller shall be conclusive and binding upon the Parties. If Buyer and Seller cannot resolve their disagreementssuch disputes within such twenty (20) day period, they shall jointly retain 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 Sellers Seller or any of their respective Affiliates or any other material conflict of interest) another nationally recognized independent accounting firm mutually acceptable to Buyer and the Representatives 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 “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 Representatives and not on an independent review. Buyer and Sellers Seller shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable Promptly, but in no any event not later than 45 twenty (20) days after its retentionthe dispute has been submitted to the Independent Expert, the Independent Expert shall deliver determine only those items in dispute and will render its report as to Buyer and the Representatives a report which sets forth its resolution of such terms and resulting calculations of the Actual Working Capital. In determining each disputed items and amounts and its item, the 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 Closing the Actual Working Capital; provided that , the amounts to be included shall be the amounts stated in no event shall Closing the Actual Working Capital Statement as to items that are not in dispute, and the 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 cooperate with the Independent Expert in making its determination and such determination shall be less than conclusive and binding upon the Parties. The 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 amounts in dispute that have been submitted to the Independent Expert for resolution that ultimately are awarded to each of Seller and 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’s , then Seller will be responsible for 25%, and Buyer will be responsible for 75%, of the costs and fees of the Independent Expert). (e) If Seller does not deliver a Working Capital Objection Notice during the Review Period, then Seller shall be deemed to have accepted the calculation of Closing Working the Actual working Capital as set forth in the Closing Actual Working Capital Statement nor more than Statement. The term “Final Working Capital” shall mean (i) the Representatives’ calculation of Closing Actual Working Capital as set forth in the 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 the provisions of Objection. The decision of Section 2.4(d), if Seller delivers a Working Capital Objection Notice during the Independent Expert shall be final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be borne by the party that has the greatest differential from the binding Independent Expert decisionAdjusted Working Capital Objection Period.

Closing Working Capital. (ai) Within 75 As promptly as practicable, but in any event within ninety (90) calendar days after following the Closing DateClosing, Buyer will prepare, or the Purchaser shall cause to be prepared, prepared and deliver delivered to the Representatives an unaudited HPI Stockholders a further determination and statement (the "Statement of Closing Working Capital") setting forth the Closing Working Capital of HPI. The Statement (the “of Closing Working Capital Statement”), which shall set forth Buyer’s calculation of Working Capital as of the Closing Date (“Closing Working Capital”). The Closing Working Capital Statement shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis include line items substantially consistent with those used in the preparation consolidated balance sheet included in the Audited Financial Statements. (ii) Within thirty (30) calendar days following delivery of the Balance Sheet and will include the accounts identified on Schedule 1.5. In determining Statement of Closing Working CapitalCapital 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 amount will be adjusted HPI Stockholders shall pay to account for the difference between Purchaser the 2008 budgeted capital expenditures through 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 detailed on Schedule 1.5(aWorking Capital of HPI, or (2) (the “Budgeted Capital Expenditures”), and the actual capital expenditures made with respect Purchaser shall pay to the items detailed HPI Stockholders the amount, if any, by which the Closing Working Capital of HPI shown on Schedule 1.5(athe 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) through shall bear interest at the three (3) month London Inter-Bank Offered Rate published in the Wall Street Journal on the Closing Date (the “Actual Capital Expenditures”). To "Interest Rate") for the extent the amount of the Budgeted Capital Expenditures exceeds the Actual Capital Expenditures incurred, period commencing on the Closing Working Capital will be reduced in accordance with this Section 1.5(a). To Date and to but not including the extent the Actual Capital Expenditures incurred exceeds the amount date of Budgeted Capital Expenditurespayment, and such excess is approved shall be made by wire transfer of immediately available funds to an account designated in writing by Buyer, then the Closing Working Capital will be increased in accordance with this Section 1.5(a)party to receive such payment. (biii) Upon receipt from Buyer, If the Representatives shall have 45 days to review HPI Stockholders Representative disagrees in good faith with the Closing Working Capital Statement (the “Review Period”). If Sellers disagree with Buyer’s computation of Closing Working Capital, then the Representatives may, on or prior to HPI Stockholders Representative shall notify the last day Purchaser in writing (the "Stock Purchase Notice of Disagreement") of such disagreement within thirty (30) calendar days following delivery of the Review Period, deliver a notice to Buyer (the “Notice of Objection”), which sets forth its objections to Buyer’s calculation Statement of Closing Working Capital. Any The Stock Purchase Notice of Objection shall specify those items or amounts with which Sellers disagree, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and Disagreement shall set forth in reasonable detail the Representatives’ 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 such selection. The determination by the Independent Accountant shall be final, binding and conclusive upon the HPI Stockholders and the Purchaser. The scope of the Independent Accountant's engagement (which will not be an audit) shall be limited to the resolution of the disputed items described in the Stock Purchase Notice of Disagreement, and the 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 this Section 2.2(b)(iii), the fees and expenses of the Independent Accountant shall be borne (i) by the Purchaser if the difference between the Closing Working Capital of HPI and the Purchaser's calculation of Closing Working Capital based on such objections. To the extent not set forth of HPI contained in the Notice Statement of Objection, Sellers shall be deemed to have agreed with Buyer’s calculation of all other items and amounts contained in Closing Working Capital is greater than the difference between the Closing Working Capital Statement. (c) Unless of HPI and the Representatives deliver the Notice of Objection to Buyer within the Review Period, Sellers shall be deemed to have accepted Buyer’s HPI Stockholders Representative's calculation of Closing Working Capital of HPI contained in the Stock Purchase Notice of Disagreement, (ii) by the HPI Stockholders if the first such difference is less than the second such difference, and (iii) otherwise equally by the Purchaser and the Closing Working Capital Statement shall be final, conclusive and bindingHPI Stockholders. If the Representatives deliver the Notice Within ten (10) calendar days after delivery of Objection to Buyer within the Review Period, Buyer and the Representatives shall, during the 45 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount a notice of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, Buyer and the Representatives are unable to resolve their disagreements, they shall jointly retain 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 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 Representatives and not on an independent review. Buyer and Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly Accountant as practicable described above, any payment required by Section 2.7(b)(ii) hereof shall be paid based upon such determination, together with interest at the Interest Rate for the period commencing on the Closing Date and to but in no event later than 45 days after its retention, not including the Independent Expert date of payment. (iv) Any payment to be made to or by the HPI Stockholders pursuant to this Section 2.2(b) shall deliver to Buyer and be allocated among the Representatives a report which sets forth its resolution HPI Stockholders pro rata based on their ownership as of the disputed items and amounts and its calculation Closing of Closing Working Capital; provided that in no event shall Closing Working Capital as determined by the Independent Expert be less than Buyer’s calculation shares 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 final, conclusive and binding on the parties. The costs and expenses of the Independent Expert shall be borne by the party that has the greatest differential from the binding Independent Expert decisionHPI Common Stock.

Closing Working Capital. (a) Within 75 days after the Closing Date, Buyer will prepare, or cause to be prepared, and deliver to the Representatives Sellers’ Representative an unaudited audited Closing Working Capital Statement (the “"Closing Working Capital Statement”"), which shall set forth (i) Buyer’s 's calculation of Working Capital as of September 30, 2008, (ii) which calculation shall also include (as an adjustment to the Purchase Price) an amount equivalent to all other debt of AMV and its Subsidiaries as at September 30, 2008 not included as part of the Working Capital calculation, including debt that is payable longer than 12 months relating to the acquisition of the 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 Working Capital”"). The Closing Working Capital Statement and its components shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) UK GAAP applied on a basis substantially consistent with those used in the preparation of the Balance Sheet and will include the accounts identified on Schedule 1.5. In determining Closing Working Capital, exchange rate used shall be the amount will be adjusted to account for the difference between the 2008 budgeted capital expenditures through exchange rate as of the Closing Date detailed on Schedule 1.5(a) (as specified by 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 accordance 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)New York Federal Reserve Bank. (b) Upon receipt from Buyer, the Representatives Sellers’ Representative shall have 45 15 days to review the Closing Working Capital Statement (the “"Review Period”"). If Sellers disagree Sellers’ Representative disagrees with Buyer’s 's computation of Closing Working Capital, the Representatives Sellers’ Representative may, on or prior to the last day of the Review Period, deliver a notice to Buyer (the “"Notice of Objection”"), which sets forth its objections to Buyer’s '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 with which Sellers disagreeSellers’ Representative disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the RepresentativesSellers’ Representative’s calculation of Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Sellers Sellers’ Representative shall be deemed to have agreed with Buyer’s 's calculation of all other items and amounts contained in the Closing Working Capital Statement. (c) Unless the Representatives deliver Sellers’ Representative delivers the Notice of Objection to Buyer within the Review Period, Sellers Sellers’ Representative shall be deemed to have accepted Buyer’s 's calculation of Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and binding. If the Representatives deliver Sellers’ Representative delivers the Notice of Objection to Buyer within the Review Period, Buyer and the Representatives Sellers’ Representative shall, during the 45 30 days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, Buyer and the Representatives Sellers’ Representative are unable to resolve their disagreements, they shall jointly retain 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 an independent accounting firm mutually acceptable to Buyer and the Representatives Sellers’ Representative (the “"Independent Expert”"), or in the absence of agreement, within seven days of the first disagreement being expressed, such firm as the President of the Institute of Chartered Accountants in England and Wales (or in his absence the next most senior officer) shall determine to act as the Independent Expert on the application of either Buyer or the Sellers’ Representative. The parties shall instruct the Independent Expert promptly to review this Section 1.5 2.6 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 Representatives Sellers’ Representative and not on an independent review. Buyer and Sellers Sellers’ Representative shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. As promptly as practicable but in no event later than 45 days after its retention, the Independent Expert shall deliver to Buyer and the Representatives Sellers’ Representative 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 the Independent Expert be less than Buyer’s 's calculation of Closing Working Capital set forth in the Closing Working Capital Statement nor more than the RepresentativesSellers’ Representative’s 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 borne one-half by the party that has the greatest differential from the binding Independent Expert decisionBuyer and one-half by Sellers.

Closing Working Capital. (a) Within 75 60 calendar days after the Closing Date, Buyer the Purchaser will prepare, or cause to be prepared, and deliver to the Representatives an unaudited Closing Working Capital Statement Seller a consolidated statement of working capital account (the “Closing Working Capital Statement”)) of Newco, which shall set forth Buyerthe Purchaser’s calculation of Working Capital Newco’s working capital as of the Closing Date (“Closing Working Capital”). The Closing Working Capital Statement will fairly present the current assets and current liabilities of the Seller as of the Closing Date as contributed to Newco pursuant to Sections 2.1 and 2.3 above and shall be prepared in accordance with United States generally accepted the same accounting principles (“GAAP”) applied on a basis substantially consistent with those principles, methodologies and policies used in the preparation of the Interim Balance Sheet and will include shall contain the accounts identified categories set forth 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 accordance 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).Exhibit C. (b) Upon The Seller shall have 30 calendar days after receipt from Buyer, the Representatives shall have 45 days Purchaser to review the Closing Working Capital Statement (the “Review Period”). If Sellers disagree the Seller disagrees with Buyerthe Purchaser’s computation of Closing Working Capital, the Representatives Seller may, on or prior to the last day of the Review Period, deliver a notice to Buyer the Purchaser (the “Notice of Objection”), which sets forth its objections objection to Buyerthe 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 Section 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 Sellers disagreethe Seller disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Representatives’ Seller’s 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 Buyer’s calculation of all other items and amounts contained in the Closing Working Capital Statement. (c) Unless the Representatives deliver Seller delivers the Notice of Objection to Buyer the Purchaser within the Review Period, Sellers the Seller shall be deemed to have accepted Buyerthe Purchaser’s calculation of Closing Working Capital and the Closing Working Capital Statement shall be final, conclusive and bindingbinding on the parties hereto. If the Representatives deliver Seller delivers the Notice of Objection to Buyer the Purchaser within the Review Period, Buyer the Purchaser and the Representatives Seller shall, during the 45 days 10 Business Days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Working Capital. If, at the end of such period or any mutually agreed extension thereof, Buyer the Purchaser and the Representatives Seller are unable to resolve their disagreements, they shall jointly retain 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 acceptable to Buyer and the Representatives (the “Independent Expert”)Accounting Firm. The parties shall instruct the Independent Expert Accounting Firm 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 Accounting Firm shall base its determination solely on written submissions by Buyer the Purchaser and the Representatives Seller and not on an independent review. Buyer The Purchaser and Sellers the Seller shall make available to the Independent Expert Accounting Firm all relevant books and records and other items reasonably requested by the Independent ExpertAccounting Firm. As promptly as practicable practicable, but in no event later more than 45 days after its retentionselection of the Independent Accounting Firm, the Independent Expert Accounting Firm shall deliver to Buyer the Purchaser and the Representatives Seller a report which that sets forth its resolution of the disputed items and amounts and its calculation of Closing Working Capital; provided provided, however, that in no event shall Closing Working Capital as determined by the Independent Expert Accounting Firm be less than Buyerthe Purchaser’s calculation of Closing Working Capital set forth in the Closing Working Capital Statement nor more than the Representatives’ Seller’s calculation of Closing Working Capital set forth in the Notice of Objection. The decision of the Independent Expert Accounting Firm shall be final, conclusive and binding on the partiesparties hereto. The costs and expenses of the Independent Expert Accounting Firm shall be borne by equally by and between the party that has Seller and Purchaser. (d) The provisions of this Section 2.8 shall determine the greatest differential from process by which the binding Independent Expert decisionparties arrive at a mutual agreement with respect to the Working Capital Statement and shall supersede the provisions of Section 2.10 for purposes of calculating the Closing Working Capital.

Closing Working Capital. (a) Within 75 As promptly as practicable, but not later than thirty (30) days after the Closing Date, Buyer Parent will prepare, or cause to be prepared, prepared and deliver delivered to the Representatives an unaudited Closing Working Capital Statement (Stockholder Representative a consolidated balance sheet, giving effect to the “Closing Working Capital Statement”)Stock Dispositions, which shall set forth Buyer’s calculation of Working Capital Company and its Subsidiaries as of the Closing Date (“the "Closing Working Capital”). The Balance Sheet") and a certificate based on the Closing Balance Sheet setting forth in reasonable detail Parent's calculation of the Closing Working Capital Statement shall be prepared in accordance with United States generally accepted accounting principles (“GAAP”) applied and the Net Cash on a basis substantially consistent with those used in the 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) Hand (the “Budgeted Capital Expenditures”), and the actual capital expenditures made with respect to the items detailed on Schedule 1.5(a"Closing Net Cash On Hand") through as of the Closing Date (the “Actual "Closing Working Capital Expenditures”Certificate"). To The Closing Balance Sheet shall (i) include the extent consolidated financial position of Company and its Subsidiaries and (ii) present the amount consolidated financial position of Company and its Subsidiaries as at the Budgeted close of business on the Closing Date. The Closing Balance Sheet and the Closing Working Capital Expenditures exceeds Certificate shall be prepared using the Actual Agreed Accounting Principles. (b) The Closing Balance Sheet and the Closing Working Capital Expenditures incurredCertificate 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 will be reduced in accordance 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 Certificate or the Closing Working Capital will be increased 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 this Section 1.5(a). (b) Upon receipt from Buyer, the Representatives shall have 45 days to review the Closing Working Capital Statement (the “Review Period”3.6(c). If Sellers disagree with Buyer’s computation of Closing Working Capital, the Representatives may, on or prior to the last day of the Review Period, deliver Stockholder Representative delivers a notice of disagreement pursuant to Buyer (the “Notice of Objection”this Section 3.6(b), which sets forth its objections to Buyer’s calculation of Closing Working Capital. Any Notice of Objection such notice shall specify those items or amounts with as to which Sellers they disagree, together with a detailed written explanation of the reasons 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 Buyer’s calculation of all other items and amounts contained in the Closing Working Capital Statement. (c) 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 Stockholder Representative delivers a notice of disagreement pursuant to Section 3.6(b), the Notice of Objection to Buyer within the Review Period, Buyer Stockholder Representative and the Representatives Parent shall, during the 45 30 days following such delivery or any mutually agreed extension thereofdelivery, use their commercially reasonable efforts to reach agreement on the disputed items and or amounts in order to determine (the amount of Closing Working Capital"Disputed Amounts"). If, at during such period, the end of such period or any mutually agreed extension thereof, Buyer Stockholder Representative and the Representatives Parent are unable to resolve their disagreementsreach such agreement, they shall jointly retain and refer their disagreements to Xxxxx Xxxxxxxx LLP promptly thereafter cause PriceWaterhouseCoopers (or, or if such said firm shall decline or is unable be unwilling to actact thereunder, or has a material relationship with Buyer or Sellers or any such other independent public accountants of their respective Affiliates or any other material conflict of interest) another nationally recognized independent accounting firm mutually acceptable standing reasonably satisfactory to Buyer Parent and the Representatives (the “Independent Expert”Stockholder Representative). The parties shall instruct the Independent Expert , promptly to review this Agreement, the documents delivered pursuant to Section 1.5 3.6(a) and any other documents necessary to determine solely with respect calculate the Disputed Amounts (including all work papers of the Parties used in calculating the Disputed Amounts). In making such calculation, such independent accountants shall act as arbitrators. Such independent accountants shall deliver to the disputed items Stockholder Representative and amounts so submitted whether Parent, as promptly as practicable and to what extentin any event no later than 90 days after their engagement, a report setting forth such calculation. Such report shall be final and binding upon the stockholders of Company and Parent, absent fraud, bad faith, willful misconduct or manifest error in the preparation thereof. The cost of 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 any, the difference between the Closing Working Capital set forth shown in the independent accountants' calculation and the Stockholder Representative's calculation of the Closing Working Capital Statement requires adjustmentdelivered 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 by Parent if 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) 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 stockholders 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 Independent Expert arbitration shall base its determination solely on written submissions by Buyer be held in Xxxx County, Georgia. The governing Law shall be as set forth in Section 13.8 of this Agreement and the Representatives and not on an independent review. Buyer and Sellers shall make available parties' consent to the Independent Expert jurisdiction of the courts identified in Section 13.8 of this Agreement for all relevant books purposes in connection with the arbitration, including (i) enforcement of the arbitration award and records and other items reasonably requested (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 Expert. As promptly as practicable but in no event later than 45 days after its retentionindependent accountants shall be final and binding on the parties and that they waive any right to appeal the arbitral award, to the Independent Expert shall deliver to Buyer extent an appeal may be lawfully waived. (e) The Stockholder Representative and Parent agree that they will, and will cause their respective independent accountants and the Representatives a report which sets forth its resolution Company Entities to, cooperate and assist in the preparation of the disputed items Closing Balance Sheet and amounts and its calculation of the Closing Working Capital; Capital Certificate and in the conduct of the reviews referred to in this Section 3.6, including, without limitation, making available, to the extent necessary, relevant books, records, working papers, analyses and schedules, 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 that in no event shall to the independent accountants by one Party is promptly delivered to the other Party. (f) Subject to Section 3.6(j), if the Closing Working Capital as determined in accordance with this Section 3.6 is greater than the Estimated Working Capital (as 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 Independent Expert amount of the excess, and Parent shall pay to the Paying Agent such excess to be less than Buyer’s calculation of Closing Working Capital set forth 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 Statement nor more as determined in accordance with this Section 3.6 is less than the Representatives’ calculation of Closing Estimated Working Capital set forth (as determined in accordance with Section 3.5 and as capped by Section 3.5(d), if applicable), then the amount of such deficiency shall be 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. (h) Subject to Section 3.6(j), if the 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 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 Notice 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 Objection. The decision such deficiency shall be 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 Independent Expert Escrow Agreement. (j) If pursuant to this Section 3.6 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 final, conclusive and binding on entitled to offset the parties. The costs and expenses amount of such deduction against the additional amount of Aggregate Cash Consideration prior to the payment of the Independent Expert shall be borne by remaining portion, if any, of the party that has the greatest differential additional Aggregate Cash Consideration or making any deduction from the binding Independent Expert decisionInterCall Fund or the ITC Operations Fund, as the case may be, for the remaining portion, if any.