Common use of Debt Adjustment Clause in Contracts

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilities, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, (iii) to a lessor under a capital lease; or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller not later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's objection, if any, to the Accountants' CDA Report (the "Seller's CDA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CDA Report and the Seller's calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's CDA Objection, the

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilitiesor otherwise, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, Sellers; (iii) to a lessor under a capital lease; or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller Sellers not later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller Sellers shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's Sellers' objection, if any, to the Accountants' CDA Report (the "Seller's Sellers' CDA Objection") shall set forth in reasonable detail the Seller's Sellers' objection(s) to the Accountants' CDA Report and the Seller's Sellers' calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's Sellers' CDA Objection, thethe Purchaser will notify the Sellers whether it accepts or disputes the Sellers' adjustments, which notification shall set forth in reasonable detail the adjustments, if any, made by the Sellers which the Purchaser continues to dispute (the "Purchaser's CDA Response Notice"). If the Sellers do not object to the Accountants' CDA Report, or if the Purchaser agrees to accept the Sellers' adjustments to the Accountants' CDA Report, then the adjustment based on the then final Closing Debt Amount (the "Final Debt Amount"), if any, shall be paid by Sellers to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. The term "Value" in respect of a share of DocuNet Common Stock shall mean the lower of the Initial Public Offering Price and the average closing price of the DocuNet Common Stock during the 20 trading- day period ending immediately prior to the applicable payment date. If the Sellers object to the Accountants' CDA Report as set forth above and the Purchaser does not accept the Sellers' proposed adjustments, then an independent accounting firm mutually satisfactory to the Sellers and the Purchaser shall be engaged to determine the amount of the Closing Debt Amount and the Final Debt Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Sellers shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Sellers and the Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilities, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, (iii) to a lessor under a capital lease; or (iv) on account of Taxes (except for income taxes for fiscal year 1997) or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller not later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's objection, if any, to the Accountants' CDA Report (the "Seller's CDA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CDA Report and the Seller's calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's CDA Objection, the

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet that the Company's Debt (as hereinafter defined) exceeds $200,000 on the Closing Date (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilitiesor otherwise, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; , (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, (iii) to a lessor under a capital lease; , or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller not no later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's objection, if any, to the Accountants' CDA Report (the "Seller's CDA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CDA Report and the Seller's calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's CDA Objection, thethe Purchaser will notify the Seller

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilitiesor otherwise, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; , (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, (iii) to a lessor under a capital lease; , or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller not no later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's objection, if any, to the Accountants' CDA Report (the "Seller's CDA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CDA Report and the Seller's calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's CDA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, which notification shall set forth in reasonable detail the adjustments, if any, made by the Seller which the Purchaser continues to dispute (the "Purchaser's CDA Response Notice"). If the Seller does not object to the

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of that the Company's Debt (as hereinafter defined) reflected on the Company's Closing Balance Sheet exceeds $100,000 (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilitiesor otherwise, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current LiabilitiesLiabilities and Deferred Income Taxes appearing as a liability, in accordance with GAAP. Notwithstanding the foregoing, there shall be no reduction for up to $15,000 of such Debt that relates to a capitalized lease for a van. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, Sellers; (iii) to a lessor under a capital lease; or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller Sellers not later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller Sellers shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's Sellers' objection, if any, to the Accountants' CDA Report (the "Seller's Sellers' CDA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CDA Report and the Seller's Sellers' calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's Sellers' CDA Objection, thethe Purchaser will notify the Sellers whether it accepts or disputes the Sellers' adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Sellers which the Purchaser continues to dispute (the "Purchaser's CDA Response Notice"). If the Sellers do not object to the Accountants' CDA Report, or if the Purchaser agrees to accept the Sellers' adjustments to the Accountants' CDA Report, then the adjustment based on the then final Closing Debt Amount (the "Final Debt Amount"), if any, shall be paid by the Sellers to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, it shall be paid from the Escrow Amount pursuant to the Escrow Agreement and the Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. The term "Value" in respect of a share of DocuNet Common Stock shall mean the lower of the Initial Public Offering Price and the average closing price of the DocuNet Common Stock during the 20 trading- day period ending immediately prior to the applicable payment date. If the Sellers object to the Accountants' CDA Report as set forth above and the Purchaser does not accept the Sellers' proposed adjustments, then an independent accounting firm mutually satisfactory to the Sellers and the Purchaser shall be engaged to determine the amount of the Closing Debt Amount and the Final Debt Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and the Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Sellers shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Sellers and the Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). Notwithstanding the foregoing, there shall be no reduction for up to $50,000 of such Debt that relates to capital expenditures made subsequent to July 31, 1997 (the "Capital Expenditure Allowance"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilitiesor otherwise, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP, plus $225,000. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, ; (iii) to a lessor under a capital lease; or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller not later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's objection, if any, to the Accountants' CDA Report (the "Seller's CDA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CDA Report and the Seller's calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's CDA Objection, theClosing

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). Notwithstanding the foregoing, there shall be no reduction for up to $50,000 of such Debt that relates to capital expenditures made subsequent to July 31, 1997 (the "Capital Expenditure Allowance"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilitiesor otherwise, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, ; (iii) to a lessor under a capital lease; or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller not later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's objection, if any, to the Accountants' CDA Report (the "Seller's CDA Objection") shall set forth in reasonable detail the Seller's objection(s) to the Accountants' CDA Report and the Seller's calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's CDA Objection, theClosing

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Consolidating Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilitiesor otherwise, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) plan, Sellers; (iii) to a lessor under a capital lease; or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller Sellers not later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller Sellers shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's Sellers' objection, if any, to the Accountants' CDA Report (the "Seller's Sellers' CDA Objection") shall set forth in reasonable detail the Seller's Sellers' objection(s) to the Accountants' CDA Report and the Seller's Sellers' calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's Sellers' CDA Objection, thethe Purchaser will notify the Sellers whether it accepts or disputes the Sellers' adjustments, which notification shall set forth in reasonable detail the adjustments, if any, made by the Sellers which the Purchaser continues to dispute (the "Purchaser's CDA Response Notice"). If the Sellers do not object to the Accountants' CDA Report, or if the Purchaser agrees to accept the Sellers' adjustments to the Accountants' CDA Report, then the adjustment based on the then final Closing Debt Amount (the "Final Debt Amount"), if any, shall be paid by Sellers to the Purchaser in immediately available funds within five (5) business days of

Debt Adjustment. The Base Purchase Price shall be reduced, at Closing, by $1.00 for each $1.00 of Debt reflected on the Company's Closing Balance Sheet (the "Closing Debt Amount"). The Company's Debt shall mean all of the Company's liabilities, including contingent liabilitiesor otherwise, except the loans listed on Schedule 2.8(b) attached hereto and Adjusted Current Liabilities, in accordance with GAAP. The Company's Adjusted Current Liabilities shall mean all of the Company's liabilities which would be classified as current liabilities in accordance with GAAP, except current amounts of principal, interest or penalties due and owing: (i) under promissory notes or lines of credit to lending institutions; , (ii) to an employee or an Affiliate of the Company, or the Seller, provided, however, that Adjusted Current Liabilities shall include accrued employee bonuses payable and accrued matching contributions payable under the Company's 401(k) planSellers, (iii) to a lessor under a capital lease; , or (iv) on account of Taxes or earned insurance premiums. Promptly following the Closing and in order to verify the accuracy of the adjustment made at the Closing, the Purchaser agrees to cause the internal accounting staff and the independent certified public accountant of the Purchaser (the "Accountants") to verify the Closing Debt Amount. The Accountants shall issue a report as to their determination of the Closing Debt Amount (the "Accountants' CDA Report") promptly after their determination of such amount and the Purchaser shall deliver the Accountants' CDA Report to the Seller not Sellers no later than sixty (60) days following the Closing Date. The determination of the Closing Debt Amount by the Accountants shall be conclusive and binding upon the parties hereto unless the Seller Sellers shall object to the Accountants' CDA Report within fifteen (15) days following their receipt of the Accountants' CDA Report. The Seller's Sellers' objection, if any, to the Accountants' CDA Report (the "Seller's Sellers' CDA Objection") shall set forth in reasonable detail the Seller's Sellers' objection(s) to the Accountants' CDA Report and the Seller's Sellers' calculation of the Closing Debt Amount. Within ten (10) days after receipt of the Seller's Sellers' CDA Objection, thethe Purchaser will notify the Sellers whether it accepts or disputes the Sellers' adjustments, which notification shall set forth in reasonable detail the adjustments, if any, made by the Sellers which the Purchaser continues to dispute (the "Purchaser's CDA Response Notice"). If the Sellers do not object to the Accountants' CDA Report, or if the Purchaser agrees to accept the Sellers' adjustments to the Accountants' CDA Report, then the adjustment based on the then final Closing Debt Amount (the "Final Debt Amount"), if any, shall be paid by Sellers to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. The term "Value" in respect of a share of DocuNet Common Stock shall mean the lower of the Initial Public Offering Price and the average closing price of the DocuNet Common Stock during the 20 trading- day period ending immediately prior to the applicable payment date. If the Sellers object to the Accountants' CDA Report as set forth above and the Purchaser does not accept the Sellers' proposed adjustments, then an independent accounting firm mutually satisfactory to the Sellers and the Purchaser shall be engaged to determine the amount of the Closing Debt Amount and the Final Debt Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amount shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Sellers shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Sellers shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Sellers and the Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.