Common use of Net Book Value Adjustment Clause in Contracts

Net Book Value Adjustment. (a) The parties acknowledge that the amount of the Merger Consideration is based, in part, on an assumption that the Net Book Value of Empower on the Closing Date (the "Closing Net Book Value") will be approximately $0. In order to assist the parties in calculating the Closing Net Book Value, the Stockholders will prepare and deliver to Intelligroup at Closing an estimated balance sheet for Empower as of the Closing Date (the "Seller's Closing Balance Sheet") and an estimate of the Closing Net Book Value based thereon together with any work papers or other supporting documentation. The Seller's Balance Sheet shall be prepared in accordance with GAAP. For purposes of calculating the Closing Net Book Value, any unbilled time shall be included as an account receivable. (b) Following the Closing Date, Intelligroup shall prepare a balance sheet of Empower as of the Closing Date (the "Buyer's Closing Balance Sheet"), which balance sheet shall be prepared in accordance with GAAP, and a calculation of the Closing Net Book Value. Intelligroup shall submit the Buyer's Closing Balance Sheet to Xxxxxx Xxxxxxxx LLP, its independent public accounts (the "Buyer's Accountants"), which will audit the Buyer's Closing Balance Sheet and render an opinion thereon not later than 90 days following the Closing Date. Intelligroup shall deliver a copy of the audit of the Buyer's Closing Balance Sheet to the Stockholder Representative immediately following receipt from the Buyer's Accountant. The Stockholders agree to cooperate with the Buyer's Accountants in connection with the preparation of the Buyer's Closing Balance Sheet. (c) The Stockholder Representative shall, within 15 days following receipt of the audit report on the Buyer's Closing Balance Sheet, advise Intelligroup in writing of whether the Stockholders dispute any of the items presented therein. If the Stockholder Representative fails to so notify Intelligroup, the Buyer's Closing Balance Sheet shall be deemed final and binding on the parties as of the fifteenth day following the Stockholder Representative's receipt of the Buyer's Closing Balance Sheet. If the Stockholder Representative notifies Intelligroup of a dispute with respect to any items presented in the Buyer's Closing Balance Sheet within such 15-day period, the parties shall seek to resolve such dispute in good faith. In the event the parties are unable to resolve such dispute within 30 days following delivery of the dispute notice, such dispute shall be referred to a nationally recognized accounting firm mutually selected by the parties (or if the parties shall fail to agree on such selection, such accounting firm shall be selected by lot from one firm selected by the Buyer's Accountants and one firm selected by Empower's independent auditors), which firm shall be requested to seek to resolve such dispute within 30 days after such dispute is referred to such firm. The determination of such dispute by such accounting firm shall be binding on the parties hereto. The fees and expenses of such accounting firm in resolving such dispute shall be borne 50% by Intelligroup and 50% by the Stockholders. (d) If, after (i) the Stockholders have accepted the Buyer's Closing Balance Sheet and the Buyer's Accountants' audit report thereon, or (ii) the parties resolve any dispute as to the Buyer's Closing Balance Sheet, or the manner in which the Closing Net Book Value was calculated therein, in accordance with Section 2.10(c), (A) the Closing Net Book Value is less than $0, the Merger Consideration shall be reduced dollar-for-dollar by the amount of such deficiency and (B) if the Closing Net Book Value exceeds $0, the Merger Consideration shall be increased dollar-for-dollar by the amount of such excess, provided, however, that no adjustment to the Merger Consideration shall be made pursuant to this Section 2.10 unless the amount of such adjustment (positive or negative) is at least $50,000. In order to effect a decrease in the Merger Consideration, a number of Escrow Shares equal to the amount of the deficiency divided by the Average Closing Price shall be released from escrow and delivered to Intelligroup for cancellation. In order to effect an increase in the Merger Consideration, Intelligroup shall issue and deliver to the Stockholders (on a pro-rata basis in accordance with their respective Percentage Interests) a number of additional shares of Intelligroup Stock equal to (1) the amount of the excess divided by the Average Closing Price, less (2) that number of shares of Intelligroup Stock equal to ten percent of the number of shares to be issued to the Shareholders on account of the adjustment required by this Section 2.10 (which shares shall be deposited with the Escrow Agreement and held pursuant to the terms of the Escrow Agreement). Such cancellation or issuance shall be effected within 10 business days following final agreement of the parties or other determination in accordance with this Section 2.10(d) that such decrease or increase is applicable.

Net Book Value Adjustment. (a) Subject to Section 2.05(b) below, as promptly as practicable, but no later than 25 days after the Closing Date, the Company shall cause to be prepared and delivered to The parties acknowledge that the amount Xxxxxx Xxxxxxx Leveraged Equity Fund II, L.P., as representative of the Merger Consideration is based, in part, on an assumption that the Net Book Value of Empower on the Closing Date Sellers (the "Closing Net Book ValueSellers Representative") will be approximately $0. In order to assist the parties in calculating the Closing Net Book Value), the Stockholders will prepare and deliver to Intelligroup at Closing an estimated balance sheet for Empower of the Company as of the Closing Date (the "Seller's Closing Balance Sheet"). The Purchaser and the Sellers shall use reasonable best efforts to cause Coopers & Xxxxxxx LLP and Ernst & Young LLP to cooperate with the Company in preparation of the Closing Balance Sheet. As promptly as practicable, but no later than 30 days after receipt by the Sellers Representative of the Closing Balance Sheet, the Sellers Representative shall cause Ernst & Young LLP to deliver to the Purchaser a report thereon, together with a certificate based on such Closing Balance Sheet setting forth the Sellers' calculation of the net book value of the Company as of the Closing Date, adjusted (to the extent not already so reflected in the Closing Balance Sheet) to reflect the following (as so adjusted, the "Closing Net Book Value"): (i) the Spin-Off and (ii) the reduction in net book value equal to (A) the expenses and fees of legal counsel, accountants, investment bankers or other representatives or consultants payable by the Company in connection with this Agreement and the consummation of the transactions contemplated hereby, (B) the amount of cash paid to the Equity Award Unit Holders and Option Holders pursuant to Section 2.03(d), (C) the Company's losses (net of recoveries) and an estimate loss adjustment expenses attributable to a Catastrophe, and (D) the amount owed to Xxxxxx Xxxxxx in connection with the consummation of the transactions contemplated by this Agreement; provided, that, no amounts paid or payable to Equity Award Unit Holders or Options Holders pursuant to Section 2.05(c) shall be deducted from net book value to arrive at Closing Net Book Value and if any such amounts have been so deducted, such amounts shall be added back in determining Closing Net Book Value. The Closing Balance Sheet shall (i) be prepared in accordance with GAAP applied on a basis consistent with that used in the preparation of the Latest Balance Sheet, (ii) include line items (including the constituent components thereof) consistent with those in the Latest Balance Sheet, (iii) be prepared in accordance with the accounting policies and practices consistent with those used in preparation of the Latest Balance Sheet; provided, that, except as set forth in Section 2.05 of the Disclosure Letter, the Latest Balance Sheet complied as to form in all material respects with applicable accounting requirements and with the published rules and regulations of the SEC with respect thereto and absent manifest error. Unless the Purchaser, within 20 Business Days after delivery to the Purchaser of the certificate setting forth the Closing Net Book Value, notifies Sellers Representative in writing that Purchaser objects to the Closing Balance Sheet and the Closing Net Book Value, and specifies the basis for such objection, such Closing Net Book Value shall become final and binding upon the parties for purposes of this Section 2.05. Purchaser shall be deemed to have agreed with all aspects of the determination of the Closing Net Book Value based thereon together with not identified and objected to in such written notice. If Purchaser and the Sellers Representative are unable to resolve all of Purchaser's objections within 25 Business Days after any work papers such notification has been given, all remaining matters in dispute shall be submitted to Xxxxxx Xxxxxxxx LLP, or if Xxxxxx Xxxxxxxx LLP is not available, another nationally or regionally recognized public accounting firm mutually agreed upon by Purchaser and the Sellers Representative. In the event the Sellers Representative and Purchaser are unable to agree upon the selection of such an accounting firm within five Business Days after expiration of such 25-Business Day period, each party shall select an accounting firm and provide written notice of such appointment to the other supporting documentationparty. The Seller's Balance Sheet two appointed accounting firms shall be prepared in accordance with GAAPappoint a third accounting firm as soon as practicable (the "Arbitrator"). For purposes Such accounting firm or Arbitrator, as the case may be, shall consider only those items and amounts which are identified by the Purchaser and Sellers Representative as items which such parties are unable to resolve. The resolution of calculating such disagreements and the determination of the Closing Net Book ValueValue by such accounting firm or Arbitrator, any unbilled time as the case may be, shall be included conclusive and binding on Purchaser and Sellers. Such determination shall be in writing, certified to each of the Purchaser and the Sellers Representative and shall be delivered to each of the parties. Purchaser and Sellers agree to cooperate with each other and with each other's authorized representatives in order to resolve any and all matters in dispute as an account receivablesoon as practicable. (b) Following If there shall have been a Catastrophe, the date upon which the Company shall cause to be prepared and delivered to the Sellers Representative the Closing DateBalance Sheet, Intelligroup as set forth in Section 2.05(a) above, shall prepare a balance sheet be the date which is as soon as practicable after the determination of Empower as the Company's losses, net of recoveries, and loss adjustment expenses attributable to such Catastrophe; provided, that, if such losses and loss adjustment expenses have not been determined within three months of the Closing Date (the "Buyer's Closing Balance Sheet"), which balance sheet parties shall retain a nationally recognized actuarial firm mutually agreed upon by Purchaser and the Sellers Representative to estimate such losses and loss adjustment expenses. In the event the Sellers Representative and Purchaser are unable to agree upon the selection of such actuarial firm within five Business Days after such 3 month period the parties will follow the mechanism for the selection of an accounting firm as set forth in Section 2.05(a) above. The estimation of such losses and loss adjustment expenses by such actuarial firm shall be prepared conclusive and binding on Purchaser and Sellers. Such determination shall be in accordance with GAAPwriting, and a calculation certified to each of the Closing Net Book Value. Intelligroup Purchaser and the Sellers Representative and shall submit the Buyer's Closing Balance Sheet be delivered to Xxxxxx Xxxxxxxx LLP, its independent public accounts (the "Buyer's Accountants"), which will audit the Buyer's Closing Balance Sheet and render an opinion thereon not later than 90 days following the Closing Date. Intelligroup shall deliver a copy each of the audit of the Buyer's Closing Balance Sheet to the Stockholder Representative immediately following receipt from the Buyer's Accountant. The Stockholders agree to cooperate with the Buyer's Accountants in connection with the preparation of the Buyer's Closing Balance Sheetparties. (c) The Stockholder Representative shall, within 15 days following receipt of the audit report on the Buyer's Closing Balance Sheet, advise Intelligroup in writing of whether the Stockholders dispute any of the items presented therein. If the Stockholder Representative fails to so notify Intelligroup, the Buyer's Closing Balance Sheet shall be deemed final and binding on the parties as of the fifteenth day following the Stockholder Representative's receipt of the Buyer's Closing Balance Sheet. If the Stockholder Representative notifies Intelligroup of a dispute with respect to any items presented in the Buyer's Closing Balance Sheet within such 15-day period, the parties shall seek to resolve such dispute in good faith. In the event the parties are unable to resolve such dispute within 30 days following delivery of the dispute notice, such dispute shall be referred to a nationally recognized accounting firm mutually selected by the parties (or if the parties shall fail to agree on such selection, such accounting firm shall be selected by lot from one firm selected by the Buyer's Accountants and one firm selected by Empower's independent auditors), which firm shall be requested to seek to resolve such dispute within 30 days after such dispute is referred to such firm. The determination of such dispute by such accounting firm shall be binding on the parties hereto. The fees and expenses of such accounting firm in resolving such dispute shall be borne 50% by Intelligroup and 50% by the Stockholders. (d) If, after (i) the Stockholders have accepted the Buyer's Closing Balance Sheet and the Buyer's Accountants' audit report thereon, or (ii) the parties resolve any dispute as to the Buyer's Closing Balance Sheet, or the manner in which the Closing Net Book Value was calculated thereinis: (i) greater than the Adjusted Year-End Net Book Value, in accordance with Section 2.10(c), (A) within three Business Days after the Closing Net Book Value is less than $0, has been finally determined (the Merger Consideration "Determination Date"): (A) an amount equal to the lesser of the Escrow Amount (together with interest thereon as specified in the Escrow Agreement) or such excess (the difference between the Escrow Amount and such excess being referred to herein as the "Net Book Value Difference") shall be reduced dollar-for-dollar disbursed from escrow in cash by wire transfer of immediately available funds to the Sellers, Equity Award Unit Holders and Option Holders in the manner set forth in the Escrow Agreement; such amount of shall be allocated between such deficiency and Persons based on the percentage set forth opposite their names on Exhibit A to the Escrow Agreement, and (B) if the Closing Net Book Value is greater than the Adjusted Year- End Net Book Value by an amount that exceeds the Escrow Amount, Purchaser shall pay such excess (not to exceed $020 million, unless the Merger Consideration Escrow Amount has been increased pursuant to Section 2.03(c), in which case such amount will not exceed $30 million) (the "Net Book Value Increase") in cash by wire transfer of immediately available funds to the Sellers, Equity Award Unit Holders and Option Holders. Such payment shall be increased dollarallocated among such Persons based on the percentage set forth opposite their names on Exhibit H hereto. (ii) less than or equal to the Adjusted Year-for-dollar End Net Book Value (the "Net Book Value Shortfall"), then the Escrow Amount (together with interest thereon as specified in the Escrow Agreement) shall be disbursed in cash by wire transfer of immediately available funds to Purchaser in the amount of such excessmanner set forth in the Escrow Agreement, providedit being understood that Sellers' obligations under this Section 2.05(c)(ii) shall be limited to the Escrow Amount. (d) Purchaser, howeveron the one hand, that no and Sellers (through an adjustment to the Merger Consideration Closing Balance Sheet) on the other, each shall be made pursuant to this Section 2.10 unless the amount of such adjustment (positive or negative) is at least $50,000. In order to effect a decrease in the Merger Consideration, a number of Escrow Shares equal to the amount bear one-half of the deficiency divided by the Average Closing Price shall be released from escrow fees, costs and delivered to Intelligroup for cancellation. In order to effect an increase in the Merger Consideration, Intelligroup shall issue and deliver to the Stockholders (on a pro-rata basis in accordance with their respective Percentage Interests) a number of additional shares of Intelligroup Stock equal to (1) the amount expenses of the excess divided by the Average Closing Price, less accounting firm retained to resolve any objection under subsection (2a) that number of shares of Intelligroup Stock equal to ten percent of the number of shares to be issued to the Shareholders on account of the adjustment required by this Section 2.10 (which shares shall be deposited with the Escrow Agreement and held pursuant to the terms of the Escrow Agreement). Such cancellation or issuance shall be effected within 10 business days following final agreement of the parties or other determination in accordance with this Section 2.10(d) that such decrease or increase is applicableabove.

Net Book Value Adjustment. (a) The parties acknowledge that purchase price for the Assets has been determined based on a net book value (calculated by subtracting total liabilities from total assets) of the Business of at least $1,065,000, as reflected on the Tekna Seal Balance Sheet updated to the Closing Date. As of the Closing Date, Seller shall perform a full closing of its books to derive a balance sheet of Tekna Seal (the "Closing Date Balance Sheet"). The amount of the Merger Consideration is based, in part, on an assumption that the Net Book Value of Empower net book value shown on the Closing Date Balance Sheet shall be the "Closing Date Net Book Value." As soon as practicable but no later than thirty (30) days after the Closing, Seller shall deliver to Buyer the Closing Date Balance Sheet, and Seller shall make available to Buyer such books and records relating to the Closing Date Balance Sheet as Buyer may request. Buyer shall review such Closing Date Balance Sheet and provide the Seller with a report on the amount of any requested adjustments to the Closing Date Net Book Value (the "Report") within thirty (30) days following receipt of the Closing Date Balance Sheet from Seller. If Buyer has no requested adjustment in the Report or fails to deliver a Report within such 30-day period, then the Closing Date Net Book Value shown on the Closing Date Balance Sheet shall be final and conclusive between the parties. If Seller disagrees with the Report, the parties shall proceed as provided in Section 1.6(b) below. To the extent the Closing Date Net Book Value, as finally agreed between the parties, is less than $1,065,000, such difference will result in a dollar for dollar decrease in the Purchase Price (the "Closing Net Book Value") will be approximately $0. In order to assist the parties in calculating the Closing Net Book Value, the Stockholders will prepare and deliver to Intelligroup at Closing an estimated balance sheet for Empower as of the Closing Date (the "Seller's Closing Balance SheetAdjustment") and an estimate of will be paid in cash by Seller within ten (10) days after the date on which the parties reach agreement on the Closing Net Book Value based thereon together with any work papers or other supporting documentation. The Seller's Balance Sheet shall be prepared in accordance with GAAP. For purposes of calculating the Closing Net Book Value, any unbilled time shall be included as an account receivableAdjustment. (b) Following If Seller disagrees with Buyer's determination of the Closing DateAdjustment as set forth in the Report, Intelligroup then Seller shall prepare a balance sheet so notify Buyer in writing within twenty days after Seller's receipt of Empower as the Report specifying in detail the basis of such disagreement; provided, however, that if Seller fails to notify Buyer of any disagreement within such twenty day period, then the determination of the Closing Date Net Book Value and the Closing Adjustment as reflected in the Report shall be final, conclusive and binding upon the Parties. Seller and Buyer shall negotiate in good faith to resolve any disagreement related to the Closing Adjustment. If any such disagreement cannot be resolved by the parties within ten days after Buyer's receipt of Seller's notice of disagreement, then the Parties shall jointly select a nationally recognized independent public accounting firm (the "Buyer's Closing Balance SheetAccounting Firm"), to act as an arbitrator to resolve as expeditiously as possible all points of disagreement with respect to the Closing Adjustment (or, in the event they are unable to agree to the selection, either may request the Los Angeles, California office of the American Arbitration Association to make such selection, which balance sheet shall be prepared in accordance with GAAP, and a calculation of the Closing Net Book Value. Intelligroup shall submit the Buyer's Closing Balance Sheet to Xxxxxx Xxxxxxxx LLP, its independent public accounts (the "Buyer's Accountants"), which will audit the Buyer's Closing Balance Sheet and render an opinion thereon not later than 90 days following the Closing Date. Intelligroup shall deliver a copy of the audit of the Buyer's Closing Balance Sheet to the Stockholder Representative immediately following receipt from the Buyer's Accountant. The Stockholders agree to cooperate with the Buyer's Accountants in connection with the preparation of the Buyer's Closing Balance Sheet. (c) The Stockholder Representative shall, within 15 days following receipt of the audit report on the Buyer's Closing Balance Sheet, advise Intelligroup in writing of whether the Stockholders dispute any of the items presented therein. If the Stockholder Representative fails to so notify Intelligroup, the Buyer's Closing Balance Sheet shall be deemed final and binding on the parties as of parties). All determinations made by the fifteenth day following the Stockholder Representative's receipt of the Buyer's Closing Balance Sheet. If the Stockholder Representative notifies Intelligroup of a dispute Accounting Firm with respect to any items presented in the Buyer's Closing Balance Sheet within such 15-day period, the parties shall seek to resolve such dispute in good faith. In the event the parties are unable to resolve such dispute within 30 days following delivery of the dispute notice, such dispute Adjustment shall be referred to a nationally recognized accounting firm mutually selected by the parties (or if the parties shall fail to agree on such selectionfinal, such accounting firm shall be selected by lot from one firm selected by the Buyer's Accountants conclusive and one firm selected by Empower's independent auditors), which firm shall be requested to seek to resolve such dispute within 30 days after such dispute is referred to such firm. The determination of such dispute by such accounting firm shall be binding on the parties hereto. The Each party shall be responsible for its own fees and expenses, as well as one-half of the fees and expenses of such accounting firm the Accounting Firm, incurred in resolving such dispute shall be borne 50% by Intelligroup and 50% by connection with the Stockholders. (d) If, after (i) the Stockholders have accepted the Buyer's Closing Balance Sheet and the Buyer's Accountants' audit report thereon, or (ii) the parties resolve any dispute as to the Buyer's Closing Balance Sheet, or the manner in which the Closing Net Book Value was calculated therein, in accordance with Section 2.10(c), (A) the Closing Net Book Value is less than $0, the Merger Consideration shall be reduced dollar-for-dollar by the amount of such deficiency and (B) if the Closing Net Book Value exceeds $0, the Merger Consideration shall be increased dollar-for-dollar by the amount of such excess, provided, however, that no adjustment to the Merger Consideration shall be made pursuant to this Section 2.10 unless the amount of such adjustment (positive or negative) is at least $50,000. In order to effect a decrease in the Merger Consideration, a number of Escrow Shares equal to the amount resolution of the deficiency divided by the Average Closing Price shall be released from escrow and delivered to Intelligroup for cancellation. In order to effect an increase in the Merger Consideration, Intelligroup shall issue and deliver to the Stockholders (on a pro-rata basis in accordance with their respective Percentage Interests) a number of additional shares of Intelligroup Stock equal to (1) the amount of the excess divided by the Average Closing Price, less (2) that number of shares of Intelligroup Stock equal to ten percent of the number of shares to be issued to the Shareholders on account of the adjustment required by this Section 2.10 (which shares shall be deposited with the Escrow Agreement and held pursuant to the terms of the Escrow Agreement). Such cancellation or issuance shall be effected within 10 business days following final agreement of the parties or other determination in accordance with this Section 2.10(d) that such decrease or increase is applicabledispute.

Net Book Value Adjustment. (aA) The parties acknowledge that Two (2) Business Days prior to the amount of the Merger Consideration is basedClosing Date, in part, on Sellers shall deliver to Purchasers (i) an assumption that unaudited balance sheet with respect to the Net Book Value of Empower on the Closing Date (the "Pre-Closing Balance Sheet") which shall (1) be as of a date not more than five (5) Business Days prior to the Closing Date, (2) contain the same line item categories as those contained in the form of the balance sheet attached in Annex A hereto and the balance sheet dated September 30, 2002 (other than the line item "Investments"), which has been previously provided by Sellers to Purchasers and is attached hereto as Section 1.04(c)(i)(A)(i)(2) of the Disclosure Schedule (the "September Balance Sheet"), (3) be prepared from the Business Books and Records and in accordance with GAAP, as in effect from time to time, applied on a basis consistent with the Financial Statements, provided, however, that, notwithstanding the foregoing, the Pre-Closing Balance Sheet shall be prepared in accordance with the valuation principles set forth in Annex A hereto (together, the "Accounting Principles"), and (4) reflect no write-up of any individual asset of the Business which was included in the Financial Statements and is included in the Pre-Closing Balance Sheet to a book value greater than its book value in the Financial Statements, and (ii) a certificate of Sellers (the "Pre-Closing Certificate") setting forth thereon Sellers' good faith estimate of the Net Book Value") will be approximately $0. In order to assist the parties in calculating the Closing Net Book Value, the Stockholders will prepare and deliver to Intelligroup at Closing an estimated balance sheet for Empower Value as of the Closing Date (the "Seller's Estimated Net Book Value"), which shall be derived from and supported by the Pre-Closing Balance Sheet") and an estimate of the Closing Net Book Value based thereon together with any work papers or other supporting documentation. The Seller's Balance Sheet shall be prepared in accordance with GAAP. For purposes of calculating the Closing Net Book Value, any unbilled time shall be included as an account receivable. (bB) Following As soon as practicable, and in no event later than 45 days following the Closing Date, Intelligroup Sellers shall prepare a and deliver to Purchasers an audited balance sheet of Empower the Net Book Value as of the Closing Date (the "Buyer's Closing Date Balance Sheet"), which balance sheet shall be prepared in accordance together with GAAP, and a calculation certificate of the Closing Net Book Value. Intelligroup shall submit the Buyer's Closing Balance Sheet to Xxxxxx Xxxxxxxx LLP, its independent public accounts Sellers (the "Buyer's AccountantsClosing Date Certificate"), which will audit shall set forth the Buyer's Net Book Value as of the Closing Date (the "Closing Date Net Book Value") as derived from and supported by the Closing Date Balance Sheet. Sellers and Purchasers shall split equally the expenses incurred by Sellers in the preparation of the Closing Date Balance Sheet. As part of the preparation of the Closing Date Balance Sheet, Purchasers shall have the right to jointly conduct with Sellers a complete physical inventory of the Business as of the Closing Date and the results thereof shall be reflected in the Closing Date Balance Sheet. The Closing Date Balance Sheet shall (i) contain the same line item categories as those contained in the form of the balance sheet attached in Annex A hereto, the Pre-Closing Balance Sheet and render an opinion thereon not later than 90 days following the September Balance Sheet and (ii) be prepared from the Business Books and Records and in accordance with the Accounting Principles used in the preparation of the Pre-Closing Balance Sheet. Purchasers and their independent public accountant ("Purchasers' Accountant") may participate and observe the preparation of the Closing DateDate Balance Sheet. Intelligroup Sellers and their independent public accountant ("Sellers' Accountant") shall deliver a copy make all of the audit of the Buyer's Closing Balance Sheet to the Stockholder Representative immediately following receipt from the Buyer's Accountant. The Stockholders agree to cooperate with the Buyer's Accountants their work papers and other relevant documents in connection with the preparation of the Buyer's Closing Date Balance SheetSheet available to Purchasers and Purchasers' Accountant, and shall make the persons in charge of the preparation of the Closing Date Balance Sheet available for reasonable inquiry by Purchasers and Purchasers' Accountant. (cC) The Stockholder Representative shallPurchasers shall notify Sellers in writing as soon as practicable, within 15 days and in no event more than 30 days, following receipt of the audit report Closing Date Balance Sheet and the Closing Date Certificate if they do not agree with the Closing Date Net Book Value set forth thereon, in which case Purchasers and Purchasers' Accountant, on the Buyerone hand, and Sellers and Sellers' Accountant, on the other, will use good faith efforts during the thirty (30) day period following the date Sellers received such notice from Purchasers to resolve any differences they may have as to the Closing Date Net Book Value. Such written notice will identify with reasonable specificity the calculations with which Purchasers disagree or other bases for such disagreement. If Sellers and Purchasers cannot reach agreement during such thirty (30) day period, they shall submit their disagreements within fifteen (15) days after the expiration of such thirty (30) day period to an independent, nationally-recognized public accounting firm jointly selected by Sellers' Accountant and Purchasers' Accountant (the "Independent Accountant"), which shall conduct such additional review as is necessary to resolve the specific disagreements referred to it and, based thereon, shall determine the Closing Date Net Book Value. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Sellers and Purchasers have not reached agreement pursuant to the preceding sentence. The Independent Accountant's determination of the Closing Balance SheetDate Net Book Value, advise Intelligroup which shall be completed as promptly as practicable but in no event later than thirty (30) days following its selection, shall be confirmed by the Independent Accountant in writing to, and shall be final and binding on, each of whether Sellers and Purchasers for all purposes. (D) In the Stockholders dispute any event that the Closing Date Net Book Value determined in accordance with subparagraphs (B) and (C) of this Section 1.04(c), as the case may be (the "Final Net Book Value") is less than the Estimated Net Book Value (such difference being herein referred to as the "Net Worth Deficiency"), then Sellers shall, within three (3) Business Days following the date of determination of the items presented thereinFinal Net Book Value (the "Determination Date"), pay to Purchasers, if the amount of the Net Worth Deficiency exceeds the Holdback Amount, such excess amount and Purchasers shall retain the Holdback Amount; provided, however, that, if the amount of the Net Worth Deficiency is less than the Holdback Amount, Purchasers shall, within three (3) Business Days following the Determination Date, pay to Sellers, the amount equal to the Holdback Amount less the Net Worth Deficiency. In the event that the Final Net Book Value is greater than the Estimated Net Book Value (such difference being herein referred to as the "Net Worth Excess"), Purchasers shall, within three (3) Business Days following the Determination Date, pay to Sellers the amount equal to the sum of the Net Worth Excess and the Holdback Amount. If the Stockholder Representative fails Final Net Book Value is equal to so notify Intelligroupthe Estimated Net Book Value, Purchasers shall, within three (3) Business Days following the Buyer's Determination Date, pay to Sellers the Holdback Amount. (E) Daily interest shall accrue on the Holdback Amount from the Closing Balance Sheet Date until the payment thereof at an annualized rate equal to four and one-half percent (4-1/2%). Interest shall be deemed final and binding computed on the parties as basis of a 360-day year comprised of twelve 30-day months. The interest so payable and the principal amount of the fifteenth day following Holdback Amount shall be payable by wire transfer of immediately available funds to such account as Sellers may direct by written notice delivered to Purchasers. (F) If the Stockholder Representative's receipt Closing Date Net Book Value as determined by the Independent Accountant is closer to the Closing Date Net Book Value advocated by (i) Sellers than it is to the Closing Date Net Book Value advocated by Purchasers, Purchasers shall pay the fees, costs and expenses of the Buyer's Independent Accountant for services rendered pursuant to this Section or (ii) Purchasers than it is to the Closing Balance SheetDate Net Book Value advocated by Sellers, Sellers shall pay the fees, costs and expenses of the Independent Accountant for services rendered pursuant to this Section. Otherwise, such fees, costs and expenses shall be paid equally by Sellers and Purchasers. (G) If the Stockholder Representative notifies Intelligroup sale of a dispute with respect the GmbH Shares and/or the Canadian Assets does not occur on the Closing Date due to any items presented in the Buyer's Closing Balance Sheet within failure to obtain the necessary approvals of the Cartel Office and/or the Competition Bureau (as the case may be) but such 15-day periodapproval(s) are obtained prior to the Drop Dead Date, then at the subsequent closing of the sale of the GmbH Shares and/or the Canadian Assets (as the case may be), the parties shall seek apply the principals and adjustment mechanisms set forth in this Section 1.04 to resolve the GmbH Shares and/or the Canadian Assets (as the case may be) to obtain the same result as if such dispute in good faith. In the event the parties are unable to resolve such dispute within 30 days following delivery of the dispute notice, such dispute shall be referred to a nationally recognized accounting firm mutually selected by the parties (or if the parties shall fail to agree on such selection, such accounting firm shall be selected by lot from one firm selected by the Buyer's Accountants and one firm selected by Empower's independent auditors), which firm shall be requested to seek to resolve such dispute within 30 days after such dispute is referred to such firm. The determination of such dispute by such accounting firm shall be binding sale(s) occurred on the parties heretoClosing Date. The fees and expenses of such accounting firm in resolving such dispute shall be borne 50% by Intelligroup and 50% by the Stockholders. (d) If, after (i) the Stockholders have accepted the Buyer's Closing Balance Sheet and the Buyer's Accountants' audit report thereon, or (ii) the parties resolve any dispute as back to the Buyer's Closing Balance Sheet, or the manner in which the Closing Net Book Value was calculated therein, in accordance with Section 2.10(c), (A) the Closing Net Book Value is less than $0, the Merger Consideration shall be reduced dollar-for-dollar by the amount of such deficiency and (B) if the Closing Net Book Value exceeds $0, the Merger Consideration shall be increased dollar-for-dollar by the amount of such excess, provided, however, that no adjustment to the Merger Consideration shall be made pursuant to this Section 2.10 unless the amount of such adjustment (positive or negative) is at least $50,000. In order to effect a decrease in the Merger Consideration, a number of Escrow Shares equal to the amount of the deficiency divided by the Average Closing Price shall be released from escrow and delivered to Intelligroup for cancellation. In order to effect an increase in the Merger Consideration, Intelligroup shall issue and deliver to the Stockholders (on a pro-rata basis in accordance with their respective Percentage Interests) a number of additional shares of Intelligroup Stock equal to (1) the amount of the excess divided by the Average Closing Price, less (2) that number of shares of Intelligroup Stock equal to ten percent of the number of shares to be issued to the Shareholders on account of the adjustment required by this Section 2.10 (which shares shall be deposited with the Escrow Agreement and held pursuant to the terms of the Escrow Agreement). Such cancellation or issuance shall be effected within 10 business days following final agreement of the parties or other determination in accordance with this Section 2.10(d) that such decrease or increase is applicable.top

Net Book Value Adjustment. (aA) The parties acknowledge that Two (2) Business Days prior to the amount of the Merger Consideration is basedClosing Date, in part, on Sellers shall deliver to Purchasers (i) an assumption that unaudited balance sheet with respect to the Net Book Value of Empower on the Closing Date (the "PRE-CLOSING BALANCE SHEET") which shall (1) be as of a date not more than five (5) Business Days prior to the Closing Date, (2) contain the same line item categories as those contained in the form of the balance sheet attached in ANNEX A hereto and the balance sheet dated September 30, 2002 (other than the line item "Investments"), which has been previously provided by Sellers to Purchasers and is attached hereto as SECTION 1.04(C)(I)(A)(I)(2) OF THE DISCLOSURE SCHEDULE (the "SEPTEMBER BALANCE Sheet"), (3) be prepared from the Business Books and Records and in accordance with GAAP, as in effect from time to time, applied on a basis consistent with the Financial Statements, PROVIDED, HOWEVER, that, notwithstanding the foregoing, the Pre-Closing Balance Sheet shall be prepared in accordance with the valuation principles set forth in ANNEX A hereto (together, the "ACCOUNTING PRINCIPLES"), and (4) reflect no write-up of any individual asset of the Business which was included in the Financial Statements and is included in the Pre-Closing Balance Sheet to a book value greater than its book value in the Financial Statements, and (ii) a certificate of Sellers (the "PRE-CLOSING CERTIFICATE") setting forth thereon Sellers' good faith estimate of the Net Book Value") will be approximately $0. In order to assist the parties in calculating the Closing Net Book Value, the Stockholders will prepare and deliver to Intelligroup at Closing an estimated balance sheet for Empower Value as of the Closing Date (the "Seller's ESTIMATED NET BOOK VALUE"), which shall be derived from and supported by the Pre-Closing Balance Sheet") and an estimate of the Closing Net Book Value based thereon together with any work papers or other supporting documentation. The Seller's Balance Sheet shall be prepared in accordance with GAAP. For purposes of calculating the Closing Net Book Value, any unbilled time shall be included as an account receivable. (bB) Following As soon as practicable, and in no event later than 45 days following the Closing Date, Intelligroup Sellers shall prepare a and deliver to Purchasers an audited balance sheet of Empower the Net Book Value as of the Closing Date (the "Buyer's Closing Balance SheetCLOSING DATE BALANCE SHEET"), together with a certificate of Sellers (the "CLOSING DATE CERTIFICATE"), which balance sheet shall be prepared in accordance with GAAP, and a calculation set forth the Net Book Value as of the Closing Net Book Value. Intelligroup shall submit the Buyer's Closing Balance Sheet to Xxxxxx Xxxxxxxx LLP, its independent public accounts Date (the "Buyer's AccountantsCLOSING DATE NET BOOK VALUE")) as derived from and supported by the Closing Date Balance Sheet. Sellers and Purchasers shall split equally the expenses incurred by Sellers in the preparation of the Closing Date Balance Sheet. As part of the preparation of the Closing Date Balance Sheet, which will audit Purchasers shall have the Buyer's right to jointly conduct with Sellers a complete physical inventory of the Business as of the Closing Date and the results thereof shall be reflected in the Closing Date Balance Sheet. The Closing Date Balance Sheet shall (i) contain the same line item categories as those contained in the form of the balance sheet attached in ANNEX A hereto, the Pre-Closing Balance Sheet and render an opinion thereon not later than 90 days following the September Balance Sheet and (ii) be prepared from the Business Books and Records and in accordance with the Accounting Principles used in the preparation of the Pre-Closing Balance Sheet. Purchasers and their independent public accountant ("PURCHASERS' ACCOUNTANT") may participate and observe the preparation of the Closing DateDate Balance Sheet. Intelligroup Sellers and their independent public accountant ("SELLERS' ACCOUNTANT") shall deliver a copy make all of the audit of the Buyer's Closing Balance Sheet to the Stockholder Representative immediately following receipt from the Buyer's Accountant. The Stockholders agree to cooperate with the Buyer's Accountants their work papers and other relevant documents in connection with the preparation of the Buyer's Closing Date Balance SheetSheet available to Purchasers and Purchasers' Accountant, and shall make the persons in charge of the preparation of the Closing Date Balance Sheet available for reasonable inquiry by Purchasers and Purchasers' Accountant. (cC) The Stockholder Representative shallPurchasers shall notify Sellers in writing as soon as practicable, within 15 days and in no event more than 30 days, following receipt of the audit report on the Buyer's Closing Balance Sheet, advise Intelligroup in writing of whether the Stockholders dispute any of the items presented therein. If the Stockholder Representative fails to so notify Intelligroup, the Buyer's Closing Balance Sheet shall be deemed final and binding on the parties as of the fifteenth day following the Stockholder Representative's receipt of the Buyer's Closing Balance Sheet. If the Stockholder Representative notifies Intelligroup of a dispute with respect to any items presented in the Buyer's Closing Balance Sheet within such 15-day period, the parties shall seek to resolve such dispute in good faith. In the event the parties are unable to resolve such dispute within 30 days following delivery of the dispute notice, such dispute shall be referred to a nationally recognized accounting firm mutually selected by the parties (or if the parties shall fail to agree on such selection, such accounting firm shall be selected by lot from one firm selected by the Buyer's Accountants and one firm selected by Empower's independent auditors), which firm shall be requested to seek to resolve such dispute within 30 days after such dispute is referred to such firm. The determination of such dispute by such accounting firm shall be binding on the parties hereto. The fees and expenses of such accounting firm in resolving such dispute shall be borne 50% by Intelligroup and 50% by the Stockholders. (d) If, after (i) the Stockholders have accepted the Buyer's Closing Date Balance Sheet and the Buyer's Accountants' audit report Closing Date Certificate if they do not agree with the Closing Date Net Book Value set forth thereon, or in which case Purchasers and Purchasers' Accountant, on the one hand, and Sellers and Sellers' Accountant, on the other, will use good faith efforts during the thirty (ii30) day period following the parties date Sellers received such notice from Purchasers to resolve any dispute differences they may have as to the Buyer's Closing Balance SheetDate Net Book Value. Such written notice will identify with reasonable specificity the calculations with which Purchasers disagree or other bases for such disagreement. If Sellers and Purchasers cannot reach agreement during such thirty (30) day period, or they shall submit their disagreements within fifteen (15) days after the manner in expiration of such thirty (30) day period to an independent, nationally-recognized public accounting firm jointly selected by Sellers' Accountant and Purchasers' Accountant (the "INDEPENDENT Accountant"), which shall conduct such additional review as is necessary to resolve the specific disagreements referred to it and, based thereon, shall determine the Closing Date Net Book Value. The review of the Independent Accountant will be restricted as to scope to address only those matters as to which Sellers and Purchasers have not reached agreement pursuant to the preceding sentence. The Independent Accountant's determination of the Closing Date Net Book Value, which shall be completed as promptly as practicable but in no event later than thirty (30) days following its selection, shall be confirmed by the Independent Accountant in writing to, and shall be final and binding on, each of Sellers and Purchasers for all purposes. (D) In the event that the Closing Date Net Book Value was calculated therein, determined in accordance with Section 2.10(csubparagraphs (B) and (C) of this SECTION 1.04(C), as the case may be (Athe "FINAL NET BOOK VALUE") is less than the Closing Estimated Net Book Value is less than $0(such difference being herein referred to as the "NET WORTH DEFICIENCY"), then Sellers shall, within three (3) Business Days following the Merger Consideration shall be reduced dollar-for-dollar by date of determination of the amount of such deficiency and (B) if the Closing Final Net Book Value exceeds $0(the "DETERMINATION DATE"), the Merger Consideration shall be increased dollar-for-dollar by the amount of such excesspay to Purchasers, provided, however, that no adjustment to the Merger Consideration shall be made pursuant to this Section 2.10 unless the amount of such adjustment (positive or negative) is at least $50,000. In order to effect a decrease in the Merger Consideration, a number of Escrow Shares equal to if the amount of the deficiency divided by Net Worth Deficiency exceeds the Average Closing Price Holdback Amount, such excess amount and Purchasers shall be released from escrow and delivered to Intelligroup for cancellation. In order to effect an increase in retain the Merger ConsiderationHoldback Amount; PROVIDED, Intelligroup shall issue and deliver to the Stockholders (on a pro-rata basis in accordance with their respective Percentage Interests) a number of additional shares of Intelligroup Stock equal to (1) the amount of the excess divided by the Average Closing PriceHOWEVER, less (2) that number of shares of Intelligroup Stock equal to ten percent of the number of shares to be issued to the Shareholders on account of the adjustment required by this Section 2.10 (which shares shall be deposited with the Escrow Agreement and held pursuant to the terms of the Escrow Agreement). Such cancellation or issuance shall be effected within 10 business days following final agreement of the parties or other determination in accordance with this Section 2.10(d) that such decrease or increase is applicable.that,