Common use of Determination of Net Cash Clause in Contracts

Determination of Net Cash. (i) Within two (2) calendar days following the Determination Date, the Company will deliver to ANI a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, the Company’s calculation of Net Cash (as determined in accordance with the definition of Net Cash set forth above) (the “Net Cash Calculation”) as of such Determination Date prepared by the Company’s Chief Financial Officer, together with the work papers and back-up materials used in preparing the applicable Net Cash Schedule and as part of such documentation, the Company shall include letters that are duly executed by the following Persons to which such payment of Liabilities are to be made, in forms reasonably satisfactory to ANI (including a fixed capped amount to be paid by the Company): the Company’s investment bankers, attorneys and accountants. (ii) Within three (3) Business Days after the Company delivers the Net Cash Schedule to ANI (the “Response Date”), ANI will have the right to dispute any part of such Net Cash Schedule by delivering a written notice to that effect to the Company (a “Dispute Notice”). Any Dispute Notice will identify in reasonable detail the nature of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such proposed revisions. (iii) If on or prior to the Response Date, (i) ANI notifies the Company in writing that it has no objections to the Net Cash Calculation set forth in the Net Cash Schedule or (ii) ANI fails to deliver a Dispute Notice as set forth above, then the Net Cash Calculation as set forth in the Net Cash Schedule will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement, except in the case of intentional or willful misrepresentation. (iv) If ANI delivers a Dispute Notice on or prior to the Response Date as provided above, then representatives of the Company and ANI will promptly meet and attempt in good faith to promptly resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash within two (2) calendar days after the Response Date, which agreed upon Net Cash amount will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement. (v) In the event no agreement is reached within four (4) calendar days after the Response Date and the disagreements would result in at least a Two Million Dollar ($2,000,000) adjustment to Net Cash or ANI reasonably believes the amount of Net Cash is less than the Minimum Net Cash amount, then the Parties agree to postpone the Company Special Meeting to a date mutually agreed upon so that such disagreement can be resolved in accordance with the terms of clause (vi) below. (vi) If the Company and ANI are unable to resolve any disagreement between them concerning the Net Cash Calculation or any component thereof (the “Dispute”) within three (3) calendar days, then the Dispute may be referred by the Company or ANI for determination to RSM McGladrey Inc. If RSM McGladrey Inc. is unwilling to serve in such capacity then ANI and the Company will refer the Dispute to the Chicago, Illinois office of a regionally or nationally recognized accounting firm that is mutually selected by the Company and ANI. If the Parties are unable to select a regionally or nationally recognized accounting firm within five (5) calendar days, then either the Company or ANI may thereafter request that the Chicago, Illinois office of the American Arbitration Association make such selection (as applicable, the “Independent Accountant”). Each of the Company and ANI will provide the Independent Accountant and the other Party with a statement of its position as to the amount for each Dispute within ten (10) calendar days from the date of the referral. The Independent Accountant will make a written determination as promptly as practicable, but in any event within fifteen (15) calendar days after the date on which the Dispute is referred to the Independent Accountant, by determining the actual Net Cash and the applicable Exchange Ratio. If at any time the Company and ANI resolve their dispute, then notwithstanding the preceding provisions of this clause (vi), the Independent Accountant’s involvement promptly will be discontinued and the Net Cash Calculation will be revised, if necessary, to reflect such resolution and thereupon will be final and binding for all purposes under this Agreement, except in the case of intentional or willful misrepresentation or manifest error. The Parties will make readily available to the Independent Accountant all relevant books and records relating to the Net Cash Calculation and the calculation set forth in the Net Cash Schedule and all other items reasonably requested by the Independent Accountant in connection with resolving the Dispute. The costs and expenses of the Independent Accountant will be borne by the Company (however, only 50% of such amount will be included in the calculation of Net Cash). (vii) Once the Net Cash at the Determination Date has been finally determined, the Company will issue a news release publicly announcing (i) the Company’s Net Cash at the Determination Date and (ii) any adjustment to the Exchange Ratio based on the Company’s Net Cash at the Determination Date.

Determination of Net Cash. (i) Within two (2) calendar days following the Determination DateDate (using the then-expected Closing Date to determine such deadline), the Company M-CO will deliver to ANI Leap a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, forth a good faith estimate of the Company’s calculation of Net Cash (as determined in accordance with the definition of Net Cash set forth aboveCash) (the “Net Cash Calculation”) as of such Determination Date immediately prior to Closing prepared by the CompanyM-CO’s Chief Financial Officer, together with the work papers and back-up materials used in preparing the applicable Net Cash Schedule Schedule. The calculation of Net Cash thereon shall be consistent with the presentation, methodologies and assumptions used in preparing M-CO’s calculation of Net Cash set forth on Exhibit E hereto, which calculation has been prepared for illustrative purposes as part of such documentationthough the Closing Date was June 30, the Company shall include letters that are duly executed by the following Persons to which such payment of Liabilities are to be made, in forms reasonably satisfactory to ANI (including a fixed capped amount to be paid by the Company): the Company’s investment bankers, attorneys and accountants2016. (ii) Within three two (32) Business Days after the Company M-CO delivers the Net Cash Schedule to ANI Leap (the “Response Date”), ANI Leap will have the right to dispute any part of such Net Cash Schedule (so long as such dispute will have an effect, if correct, on the Leap Percentage or the Adjusted Percentage) by delivering a written notice to that effect to the Company M-CO (a “Dispute Notice”), except that the foregoing provisions of this sentence shall be subject to the provisions of Section 2.01(c)(v) below. Any Dispute Notice will identify in reasonable detail the nature of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such proposed revisions. (iii) If on or prior to the Response Date, (iA) ANI Leap notifies the Company M-CO in writing that it has no objections to the Net Cash Calculation set forth in the Net Cash Schedule or (iiB) ANI Leap fails to deliver a Dispute Notice as set forth above, then then, subject to the provisions of Section 2.01(c)(v) below, the Net Cash Calculation as set forth in the Net Cash Schedule will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement, except in the case of intentional or willful misrepresentation. (iv) If ANI Leap delivers a Dispute Notice on or prior to the Response Date as provided above, then representatives above or if the provisions of Section 2.01(c)(v) below become applicable (the Company and ANI will promptly meet and attempt in good faith to promptly resolve the disputed item(s) and negotiate an agreed-upon determination of “Net Cash within two (2) calendar days after the Response Date, which agreed upon Net Cash amount will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement. (v) In the event no agreement is reached within four (4) calendar days after the Response Date and the disagreements would result in at least a Two Million Dollar ($2,000,000) adjustment to Net Cash or ANI reasonably believes the amount of Net Cash is less than the Minimum Net Cash amountDispute”), then the Parties agree to postpone the Company Special Meeting to a date mutually agreed upon so that such disagreement can be resolved in accordance with the terms of clause (vi) below. (vi) If the Company and ANI are unable shall attempt to resolve any disagreement between them concerning the Net Cash Calculation or any component thereof (the “Dispute”) within three (3) calendar days, then the Dispute may be referred by the Company or ANI for determination to RSM McGladrey Inc. If RSM McGladrey Inc. is unwilling to serve underlying dispute in such capacity then ANI and the Company will refer the Dispute to the Chicago, Illinois office of a regionally or nationally recognized accounting firm that is mutually selected by the Company and ANIgood faith. If the Parties are unable agree on the amount of any of the deviations from the Net Cash Schedule, the amount they agree upon will be final. If the Parties, notwithstanding such good faith effort, fail to select a regionally or nationally recognized accounting firm resolve such dispute within five (5) calendar daysdays after M-CO received the Net Cash Dispute, then either the Company or ANI may thereafter request that Parties jointly shall engage the Chicago, Illinois office of the American Arbitration Association make such selection (as applicable, the “Independent Accountant”). Each of the Company M-CO and ANI Leap will provide the Independent Accountant and the other Party with a statement of its position as to the amount for each Net Cash Dispute within ten (10) calendar days from the date of the referral. The Independent Accountant will make a written determination as promptly as practicable, but in any event within fifteen (15) calendar days after the date on which the Net Cash Dispute is referred to the Independent Accountant, by determining the actual Net Cash, which will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash for purposes of this Agreement, and the applicable Exchange Ratio. If at any time M-CO and Leap resolve the Company and ANI resolve their disputeNet Cash Dispute, then notwithstanding the preceding provisions of this clause (viiv), the Independent Accountant’s involvement promptly will be discontinued and the Net Cash Calculation will be revised, if necessary, to reflect such resolution and thereupon will be final and binding for all purposes under this Agreement, except in the case of intentional or willful misrepresentation or manifest error. The Parties will make readily available to the Independent Accountant all relevant books and records relating to the Net Cash Calculation and the calculation set forth in the Net Cash Schedule and all other items reasonably requested by the Independent Accountant in connection with resolving the Net Cash Dispute. The costs and expenses of the Independent Accountant will be borne by M-CO and Leap based upon the Company percentage that the portion of the contested amount not awarded to such party bears to the actual amount contested by such party. Notwithstanding anything contained herein to the contrary, any expenses incurred in resolving disputes shall affect the amount of Net Cash utilized in determining the Exchange Ratio and the Net Leap AP utilized in determining the Net Leap AP Calculation based on the amounts resulting from the percentage of the expenses borne by M-CO and Leap, respectively, as determined by the foregoing sentence. (howeverv) In the event at any time after the Response Date but prior to the Closing, only 50% either Leap or M-CO reasonably believes in good faith that the Net Cash Schedule previously delivered pursuant to Section 2.01(c)(i) does not constitute a good faith estimate of such amount will be included the Net Cash (as determined in accordance with the calculation definition of Net Cash). ) as of immediately prior to Closing and such belief is (viiA) Once not with respect to any matter or item that has already been decided or determined in accordance with the provisions of Section 2.01(c)(iv) above and (B) not with respect to any matter or item that the Party exercising its rights under this Section 2.01(c)(v) knew was not reflected or was not properly or sufficiently reflected in such Net Cash at Schedule, if, but only if, such Party had such knowledge, in the Determination Date has been finally determinedcase of M-CO, prior to the Company will issue a news release publicly announcing (i) the Company’s delivery of such Net Cash at Schedule and, in the Determination case of Leap, prior to the Response Date and applicable to such Net Cash Schedule or, if applicable, prior to the date that another notice was given pursuant to this clause (iiv) any that did not include such item, then Leap or M-CO, as the case may be, shall provide written notice to the other that Leap or M-CO, as the case may be, is exercising its rights under this Section 2.01(c)(v), in which case the parties shall follow the procedures set forth in Section 2.01(c)(iv) to resolve such Net Cash Dispute. The provisions of this Section 2.01(c)(v) may become applicable only twice. Notwithstanding the foregoing, there shall be no adjustment to the Exchange Ratio based on the Company’s or reduction in Net Cash at for any purpose under this Agreement to the Determination Dateextent that the difference between (a) Net Cash as determined pursuant to a Net Cash Dispute under this Section 2.01(c)(v) and (b) Net Cash as determined without giving effect to the conclusions or resolution of such Net Cash Dispute under this Section 2.01(c)(v), is equal or less than $100,000.

Determination of Net Cash. (ia) Within two (2) calendar days following the Determination Date, the Company Phoenix will deliver to ANI the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, the CompanyPhoenix’s calculation of Net Cash (as determined in accordance with the definition of Net Cash set forth aboveCash) (the “Net Cash Calculation”) as of such Determination Date prepared by the CompanyPhoenix’s Chief Financial Officer, together with the work papers and back-up materials used in preparing the applicable Net Cash Schedule and as part of such documentation, the Company shall include letters that are duly executed by the following Persons to which such payment of Liabilities are to be made, in forms reasonably satisfactory to ANI (including a fixed capped amount to be paid by the Company): the Company’s investment bankers, attorneys and accountantsSchedule. (iib) Within three two (32) Business Days after the Company Phoenix delivers the Net Cash Schedule to ANI the Company (the “Response Date”), ANI the Company will have the right to dispute any part of such Net Cash Schedule by delivering a written notice to that effect to the Company Phoenix (a “Dispute Notice”). Any Dispute Notice will identify in reasonable detail the nature of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such proposed revisions. (iiic) If on or prior to the Response Date, (i) ANI notifies the Company notifies Phoenix in writing that it has no objections to the Net Cash Calculation set forth in the Net Cash Schedule or (ii) ANI the Company fails to deliver a Dispute Notice as set forth above, then the Net Cash Calculation as set forth in the Net Cash Schedule will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement, except in the case of intentional or willful misrepresentation. (ivd) If ANI the Company delivers a Dispute Notice on or prior to the Response Date as provided above, then representatives of Phoenix and the Company and ANI will promptly meet and attempt in good faith to promptly resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash within two three (23) calendar days after the Response Date, which agreed upon Net Cash amount will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement. (ve) In the event no agreement is reached within four three (43) calendar days after the Response Date and the disagreements would result in at least a Two Million Dollar ($2,000,000) 250,000 adjustment to Net Cash or ANI reasonably believes the amount of Net Cash is less than the Minimum Net Cash amountCash, then the Parties agree to postpone adjourn the Company Special Phoenix Stockholder Meeting to a date mutually agreed upon so that such disagreement can be resolved in accordance with the terms of clause (vif) below. (vif) If Phoenix and the Company and ANI are unable to resolve any disagreement between them concerning the Net Cash Calculation or any component thereof (the “Dispute”) within three (3) calendar days, then the Dispute may be referred by Phoenix or the Company or ANI for determination to RSM McGladrey Inc. LLP. If RSM McGladrey Inc. LLP is unwilling to serve in such capacity then ANI and the Company and Phoenix will refer the Dispute to the ChicagoBoston, Illinois Massachusetts office of a regionally or nationally recognized accounting firm that is mutually selected by Phoenix and the Company and ANICompany. If the Parties are unable to select a regionally or nationally recognized accounting firm within five (5) calendar days, then either Phoenix or the Company or ANI may thereafter request that the ChicagoBoston, Illinois Massachusetts office of the American Arbitration Association make such selection (either McGladrey LLP or such other accounting firm, as applicable, the “Independent Accountant”). Each of Phoenix and the Company and ANI will provide the Independent Accountant and the other Party with a statement of its position as to the amount for each Dispute within ten (10) calendar days from the date of the referral. The Independent Accountant will make a written determination as promptly as practicable, but in any event within fifteen (15) calendar days after the date on which the Dispute is referred to the Independent Accountant, by determining the actual Net Cash, which will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement, and the applicable Exchange Ratio. If at any time Phoenix and the Company and ANI resolve their disputethe Dispute, then notwithstanding the preceding provisions of this clause (vif), the Independent Accountant’s involvement promptly will be discontinued and the Net Cash Calculation will be revised, if necessary, to reflect such resolution and thereupon will be final and binding for all purposes under this Agreement, except in the case of intentional or willful misrepresentation or manifest error. The Parties will make readily available to the Independent Accountant all relevant books and records relating to the Net Cash Calculation and the calculation set forth in the Net Cash Schedule and all other items reasonably requested by the Independent Accountant in connection with resolving the Dispute. The costs and expenses of the Independent Accountant will be borne equally by the Company (however, only 50% of such amount will be included in the calculation of Net Cash). (vii) Once the Net Cash at the Determination Date has been finally determined, the Company will issue a news release publicly announcing (i) Phoenix and the Company’s Net Cash at the Determination Date and (ii) any adjustment to the Exchange Ratio based on the Company’s Net Cash at the Determination Date.

Determination of Net Cash. (i) Within two (2) calendar Advance Balance as at the Closing. ----------------------------------------------------------- Purchaser shall have 30 days following receipt of the Determination Date, Closing Statement to conduct a review of the Company will deliver to ANI a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, the Company’s calculation Advance statement contained therein. Seller's determination of Net Cash (as determined in accordance with the definition of Net Cash set forth above) (the “Net Cash Calculation”) as of such Determination Date prepared by the Company’s Chief Financial Officer, together with the work papers and back-up materials used in preparing the applicable Net Cash Schedule and as part of such documentation, the Company shall include letters that are duly executed by the following Persons to which such payment of Liabilities are to be made, in forms reasonably satisfactory to ANI (including a fixed capped amount to be paid by the Company): the Company’s investment bankers, attorneys and accountants. (ii) Within three (3) Business Days after the Company delivers the Net Cash Schedule Advance Balance shall be conclusive and binding on the parties hereto, absent manifest error (it being understood and agreed that no Cash Advance in respect of the Excluded Assets or Excluded Liabilities or relating to ANI (an Unrelated Business shall be included on the “Response Date”), ANI will have the right to dispute any part of such Net Cash Schedule by delivering a written notice to that effect to the Company (a “Dispute Notice”Closing Statement). Any Dispute Notice will identify in reasonable detail the nature of any proposed revisions If Purchaser fails to raise an objection to the Net Cash Calculation and will Advance Balance during such 30 days period, Purchaser shall be accompanied by reasonably detailed materials supporting deemed to have accepted the basis for such proposed revisions. (iii) If on or prior to Net Cash Advance Balance as set forth in the Response Date, (i) ANI notifies the Company in writing that it has no Closing Statement. Any objections to the Net Cash Calculation set forth in the Net Cash Schedule or (ii) ANI fails to deliver a Dispute Notice as set forth above, then the Net Cash Calculation as set forth in the Net Cash Schedule will Advance Balance raised by Purchaser shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement, except in the case of intentional or willful misrepresentation. (iv) If ANI delivers a Dispute Notice on or prior to the Response Date as provided above, then representatives of the Company and ANI will promptly meet and attempt resolved in good faith by the parties hereto within 15 days of receipt of any timely objection. Purchaser shall have no right to promptly object to the methods, procedures and principles used by Seller in determining or recording the Cash Advances. If Seller and Purchaser cannot resolve Purchaser's objections within such 15 days period, Seller and Purchaser shall, within 10 days following the disputed item(s) expiration of such 15 days period, select a mutually acceptable accounting firm to resolve such objections. If Seller and negotiate an agreed-upon determination of Net Cash within two (2) calendar days after the Response Date, which agreed upon Net Cash amount will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement. (v) In the event no agreement is reached within four (4) calendar days after the Response Date and the disagreements would result in at least a Two Million Dollar ($2,000,000) adjustment to Net Cash or ANI reasonably believes the amount of Net Cash is less than the Minimum Net Cash amount, then the Parties agree to postpone the Company Special Meeting to a date mutually agreed upon so that such disagreement can be resolved in accordance with the terms of clause (vi) below. (vi) If the Company and ANI Purchaser are unable to agree as to the selection of such accounting firm before the expiration of such 10 days period, the parties hereto irrevocably designate Deloitte & Touche as the accounting firm. The selected accounting firm shall be retained jointly by Seller and Purchaser on the condition, among other things, that it shall resolve any disagreement between them concerning Purchaser's objections and provide a revised Closing Statement to Seller and Purchaser within 30 days after its selection. The Closing Statement, as accepted by Purchaser without objection or as revised by mutual agreement of the Net Cash Calculation parties hereto or any component thereof (the “Dispute”) within three (3) calendar days, then the Dispute may be referred by the Company or ANI for determination to RSM McGladrey Inc. If RSM McGladrey Inc. is unwilling to serve in such capacity then ANI and the Company will refer the Dispute to the Chicago, Illinois office of a regionally or nationally recognized accounting firm that is mutually selected by (in any such case, the Company "Final Closing Statement"), shall be conclusive and ANIbinding on the parties hereto. If Seller and Purchaser shall each pay one-half of the Parties are unable to select a regionally or nationally recognized fees and expenses of any accounting firm within five (5) calendar daysretained pursuant to this Subsection 5.18.7. Purchaser shall make the books, then either the Company or ANI may thereafter request that the Chicago, Illinois office records and financial staff of the American Arbitration Association make such selection (as applicableSubsidiaries available to Seller, its accountants and other representatives at reasonable time and upon reasonable request, in connection with the “Independent Accountant”)preparation of the Closing Statement. Each of the Company Seller and ANI will provide the Independent Accountant Purchaser shall make their books, records and financial staff, and the other Party with a statement of its position as to the amount for each Dispute within ten (10) calendar days from the date of the referral. The Independent Accountant will make a written determination as promptly as practicable, but in any event within fifteen (15) calendar days after the date on which the Dispute is referred to the Independent Accountant, by determining the actual Net Cash and the applicable Exchange Ratio. If at any time the Company and ANI resolve their dispute, then notwithstanding the preceding provisions of this clause (vi), the Independent Accountant’s involvement promptly will be discontinued and the Net Cash Calculation will be revised, if necessary, to reflect such resolution and thereupon will be final and binding for all purposes under this Agreement, except in the case of intentional or willful misrepresentation or manifest error. The Parties will make readily available to the Independent Accountant all relevant books and records relating of the Subsidiaries, available to any accounting firm engaged by them pursuant to this Subsection 5.18.7 for the purpose of resolving any of Purchaser's objections to the Net Cash Calculation and the calculation set forth in the Net Cash Schedule and all other items reasonably requested by the Independent Accountant in connection with resolving the Dispute. The costs and expenses of the Independent Accountant will be borne by the Company (however, only 50% of such amount will be included in the calculation of Net Cash)Closing Statement. (vii) Once the Net Cash at the Determination Date has been finally determined, the Company will issue a news release publicly announcing (i) the Company’s Net Cash at the Determination Date and (ii) any adjustment to the Exchange Ratio based on the Company’s Net Cash at the Determination Date.

Determination of Net Cash. (i) Within two (2) calendar Advance Balance as at the ---------------------------------------------------- Closing. Purchaser shall have 30 days following receipt of the Determination Date, Closing ------- Statement to conduct a review of the Company will deliver to ANI a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, the Company’s calculation Advance statement contained therein. Seller's determination of Net Cash (as determined in accordance with the definition of Net Cash set forth above) (the “Net Cash Calculation”) as of such Determination Date prepared by the Company’s Chief Financial Officer, together with the work papers and back-up materials used in preparing the applicable Net Cash Schedule and as part of such documentation, the Company shall include letters that are duly executed by the following Persons to which such payment of Liabilities are to be made, in forms reasonably satisfactory to ANI (including a fixed capped amount to be paid by the Company): the Company’s investment bankers, attorneys and accountants. (ii) Within three (3) Business Days after the Company delivers the Net Cash Schedule Advance Balance shall be conclusive and binding on the parties hereto, absent manifest error (it being understood and agreed that no Cash Advance in respect of the Excluded Assets or Excluded Liabilities or relating to ANI (an Unrelated Business shall be included on the “Response Date”), ANI will have the right to dispute any part of such Net Cash Schedule by delivering a written notice to that effect to the Company (a “Dispute Notice”Closing Statement). Any Dispute Notice will identify in reasonable detail the nature of any proposed revisions If Purchaser fails to raise an objection to the Net Cash Calculation and will Advance Balance during such 30 days period, Purchaser shall be accompanied by reasonably detailed materials supporting deemed to have accepted the basis for such proposed revisions. (iii) If on or prior to Net Cash Advance Balance as set forth in the Response Date, (i) ANI notifies the Company in writing that it has no Closing Statement. Any objections to the Net Cash Calculation set forth in the Net Cash Schedule or (ii) ANI fails to deliver a Dispute Notice as set forth above, then the Net Cash Calculation as set forth in the Net Cash Schedule will Advance Balance raised by Purchaser shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement, except in the case of intentional or willful misrepresentation. (iv) If ANI delivers a Dispute Notice on or prior to the Response Date as provided above, then representatives of the Company and ANI will promptly meet and attempt resolved in good faith by the parties hereto within 15 days of receipt of any timely objection. Purchaser shall have no right to promptly object to the methods, procedures and principles used by Seller in determining or recording the Cash Advances. If Seller and Purchaser cannot resolve Purchaser's objections within such 15 days period, Seller and Purchaser shall, within 10 days following the disputed item(s) expiration of such 15 days period, select a mutually acceptable accounting firm to resolve such objections. If Seller and negotiate an agreed-upon determination of Net Cash within two (2) calendar days after the Response Date, which agreed upon Net Cash amount will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement. (v) In the event no agreement is reached within four (4) calendar days after the Response Date and the disagreements would result in at least a Two Million Dollar ($2,000,000) adjustment to Net Cash or ANI reasonably believes the amount of Net Cash is less than the Minimum Net Cash amount, then the Parties agree to postpone the Company Special Meeting to a date mutually agreed upon so that such disagreement can be resolved in accordance with the terms of clause (vi) below. (vi) If the Company and ANI Purchaser are unable to resolve any disagreement between them concerning the Net Cash Calculation or any component thereof (the “Dispute”) within three (3) calendar days, then the Dispute may be referred by the Company or ANI for determination to RSM McGladrey Inc. If RSM McGladrey Inc. is unwilling to serve in such capacity then ANI and the Company will refer the Dispute to the Chicago, Illinois office of a regionally or nationally recognized accounting firm that is mutually selected by the Company and ANI. If the Parties are unable to select a regionally or nationally recognized accounting firm within five (5) calendar days, then either the Company or ANI may thereafter request that the Chicago, Illinois office of the American Arbitration Association make such selection (as applicable, the “Independent Accountant”). Each of the Company and ANI will provide the Independent Accountant and the other Party with a statement of its position agree as to the amount for each Dispute selection of such accounting firm before the expiration of such 10 days period, the parties hereto irrevocably designate Deloitte & Touche as the accounting firm. The selected accounting firm shall be retained jointly by Seller and Purchaser on the condition, among other things, that it shall resolve Purchaser's objections and provide a revised Closing Statement to Seller and Purchaser within ten (10) calendar 30 days from the date after its selection. The Closing Statement, as accepted by Purchaser without objection or as revised by mutual agreement of the referral. The Independent Accountant will make a written determination as promptly as practicable, but parties hereto or by the accounting firm (in any event within fifteen (15) calendar days after such case, the date on which the Dispute is referred to the Independent Accountant, by determining the actual Net Cash and the applicable Exchange Ratio. If at any time the Company and ANI resolve their dispute, then notwithstanding the preceding provisions of this clause (vi"Final Closing Statement"), the Independent Accountant’s involvement promptly will shall be discontinued and the Net Cash Calculation will be revised, if necessary, to reflect such resolution and thereupon will be final conclusive and binding for all purposes under this Agreement, except in on the case parties hereto. Seller and Purchaser shall each pay one-half of intentional or willful misrepresentation or manifest error. The Parties will make readily available to the Independent Accountant all relevant books and records relating to the Net Cash Calculation and the calculation set forth in the Net Cash Schedule and all other items reasonably requested by the Independent Accountant in connection with resolving the Dispute. The costs fees and expenses of the Independent Accountant will be borne by the Company (however, only 50% of such amount will be included in the calculation of Net Cash)any accounting firm retained pursuant to this Subsection 5.18. (vii) Once the Net Cash at the Determination Date has been finally determined, the Company will issue a news release publicly announcing (i) the Company’s Net Cash at the Determination Date and (ii) any adjustment to the Exchange Ratio based on the Company’s Net Cash at the Determination Date.

Determination of Net Cash. (ia) Within two Not less than ten days prior to the Closing (2) calendar days following the “Determination Date”), the Company Parent will deliver to ANI the Company a schedule (the “Net Cash Schedule”) setting forth, in reasonable detail, the CompanyParent’s good faith, estimated calculation of Net Cash (as determined in accordance with the definition of Net Cash set forth aboveCash) (the “Net Cash Calculation” and the date of delivery of such schedule, the “Delivery Date”) as of such Determination Date the projected Closing Date, prepared and certified by the Vice President-Finance of Parent. If the Closing does not occur within 15 days from the Delivery Date, then an updated Net Cash Schedule shall be delivered to the Company in accordance with this Section 1.11. Parent shall make available to the Company, as reasonably requested by the Company’s Chief Financial Officer, together with the work papers and back-up materials used or useful in preparing the applicable Net Cash Schedule and as part of such documentation, the Company shall include letters that are duly executed by the following Persons to which such payment of Liabilities are to be made, in forms reasonably satisfactory to ANI (including a fixed capped amount to be paid by the Company): the Company’s investment bankers, attorneys and accountantsSchedule. (iib) Within three (3) Business Days five days after the Company delivers Delivery Date (the Net Cash Schedule to ANI (last day of such period, the “Response Date”), ANI will the Company shall have the right to dispute any part of such the Net Cash Schedule by delivering a written notice to that effect to the Company Parent (a “Dispute Notice”). Any Dispute Notice will shall identify in reasonable detail the nature and amounts of any proposed revisions to the Net Cash Calculation and will be accompanied by reasonably detailed materials supporting the basis for such proposed revisions. (iiic) If If, on or prior to the Response Date, (i) ANI notifies the Company notifies Parent in writing that it has no objections to the Net Cash Calculation set forth in the Net Cash Schedule or (ii) ANI the Company fails to deliver a Dispute Notice as set forth aboveprovided in Section 1.11(b), then the Net Cash Calculation as set forth in the Net Cash Schedule will be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement, except in the case of intentional or willful misrepresentation. (iv) If ANI delivers a Dispute Notice on or prior to the Response Date as provided above, then representatives of the Company and ANI will promptly meet and attempt in good faith to promptly resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash within two (2) calendar days after the Response Date, which agreed upon Net Cash amount will shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement. (v) In the event no agreement is reached within four (4) calendar days after the Response Date and the disagreements would result in at least a Two Million Dollar ($2,000,000) adjustment to Net Cash or ANI reasonably believes the amount of Net Cash is less than the Minimum Net Cash amount, then the Parties agree to postpone the Company Special Meeting to a date mutually agreed upon so that such disagreement can be resolved in accordance with the terms of clause (vi) below. (vid) If the Company delivers a Dispute Notice on or prior to the Response Date, then Representatives of Parent and ANI the Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and negotiate an agreed-upon determination of Net Cash, which agreed upon Net Cash amount shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement. (e) If Representatives of Parent and the Company are unable to resolve any disagreement between them concerning negotiate an agreed-upon determination of the Net Cash Calculation or any component thereof (the “Dispute”pursuant to Section 1.11(d) within three (3) calendar days, then two Business Days after delivery of the Dispute may be referred by the Company Notice (or ANI for determination to RSM McGladrey Inc. If RSM McGladrey Inc. is unwilling to serve in such capacity then ANI other period as Parent and the Company will refer the Dispute may mutually agree upon), then any remaining disagreements as to the Chicago, Illinois office calculation of a regionally or nationally recognized accounting firm that is mutually Net Cash shall be referred to an independent auditor jointly selected by Parent and the Company and ANICompany. If the Parties parties are unable to select a regionally or nationally recognized accounting firm an independent auditor within five (5) calendar days, then either the Parent or Company or ANI may thereafter request that the ChicagoBoston, Illinois office Massachusetts Office of the American Arbitration Association (“AAA”) make such selection (as applicableeither the independent auditor jointly selected by both parties or such independent auditor selected by the AAA, the “Independent AccountantAccounting Firm”). Each The parties shall promptly deliver to the Accounting Firm the work papers and back-up materials used in preparing the Net Cash Schedule and all other items reasonably requested by the Accounting Firm in connection with resolving the disputed items, and shall use commercially reasonable efforts to cause the Accounting Firm to make its determination as promptly as practicable, but in any event, within fifteen days of the accepting its selection. The Company and ANI Parent will provide the Independent Accountant and the other Party with Accounting Firm a statement of its position as to the amount for each Dispute disputed item within ten (10) calendar days from the date five Business Days of the referralselection of the Accounting Firm. The Independent Accountant will make a written determination as promptly as practicable, but in any event within fifteen (15) calendar days after of the date on which the Dispute is referred Accounting Firm shall be limited to the Independent Accountant, by determining disagreements submitted to the actual Accounting Firm. The determination of the amount of Net Cash made by the Accounting Firm shall be made in writing delivered to each of Parent and the Company, shall be final and binding on Parent and the Company (absent manifest error) and shall be deemed to have been finally determined for purposes of this Agreement and to represent the Net Cash at the Determination Date for purposes of this Agreement, and the applicable Exchange Ratio. If at any time Parent and the Company and ANI resolve their disputethe disputed items, then then, notwithstanding the preceding provisions of this clause (viSection 1.11(e), the Independent AccountantAccounting Firm’s involvement promptly will be discontinued and the Net Cash Calculation will be revised, if necessary, to reflect such resolution and thereupon will be final and binding for all purposes under this Agreement, except in the case of intentional or willful misrepresentation or manifest error. The Parties will make readily available to the Independent Accountant all relevant books and records relating to the Net Cash Calculation and the calculation set forth in the Net Cash Schedule and all other items reasonably requested by the Independent Accountant in connection with resolving the Dispute. The costs and expenses of the Independent Accountant will Accounting Firm shall be borne equally by Parent and the Company, and, notwithstanding the foregoing, such portion of the costs and expenses of the Accounting Firm borne by Parent and any fees, costs or expenses incurred by the Company (however, only 50% Parent following the Determination Date in connection with the procedures set forth in this Section 1.11(e) shall be deducted from the final determination of such the amount will be included in the calculation of Net Cash). (vii) Once the Net Cash at the Determination Date has been finally determined, the Company will issue a news release publicly announcing (i) the Company’s Net Cash at the Determination Date and (ii) any adjustment to the Exchange Ratio based on the Company’s Net Cash at the Determination Date.