Common use of Working Capital as of the Closing Date Clause in Contracts

Working Capital as of the Closing Date. The Shareholder shall ensure that the Corporation has at least $66,356.00 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 working capital (the "Shortfall"). If the Shareholder does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the Shareholder. In the event that the Shareholder shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Members and the Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 110,000 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. Using the most recent information available prior to the Closing Date, the Members and the Business Contribution Member shall estimate the working capital as of the Closing Date. In the event that less than the prescribed $110,000 working capital is estimated to exist as of the Closing Date, the cash portion of the Purchase Price shall be reduced by an amount equal to the difference between the estimated working capital as of the Closing Date and $110,000. In the event that more than the prescribed $110,000 working capital is estimated to exist as of the Closing Date, the cash portion of the Purchase Price shall be increased by an amount equal to the difference between the estimated working capital as of the Closing Date and $110,000. For purposes of determining a final determination as to whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the CorporationBusiness Contribution Member, and shall include full accrual of all tax liabilities of the Corporation Business Contribution Member as of the Closing Date (including, including but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 estimated working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay Members and/or the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company (in cash) an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 the estimated working capital (the "Shortfall"). If the Shareholder does Members and/or the Business Contribution Member do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderMembers or the Business Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that more than the estimated working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Business Contribution Member (in cash) an amount equal to the difference between the estimated working capital and the actual working capital as of the Closing Date. In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 32,131 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the CorporationBusiness Contribution Member, and shall include full accrual of all tax liabilities of the Corporation Business Contribution Member as of the Closing Date (including, including but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 32,131 working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 32,131 working capital (the "Shortfall"). If the Shareholder Business Contribution Member does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of \of the Shortfall from any of the obligations of the Company to the ShareholderBusiness Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder shall ensure that the Corporation has at least $66,356.00 134,729 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet (the "Closing Balance Sheet") of the Corporation as of the Closing Date. Such balance sheet The Closing Balance Sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 134,729 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheetBalance Sheet, the Shareholder shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 134,729 working capital (the "Shortfall"). If the Shareholder does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholder (including, but not limited to, the Earn-Out to which the Shareholder may be entitled thereafter). In the event that the Shareholder shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet Closing Balance Sheet of the Corporation as of the Closing DateCorporation, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company. In the event that the Corporation has more than the prescribed $134,729 working capital as of the Closing Date, as determined by the Closing Balance Sheet, the Company shall forthwith pay the Shareholder an amount equal to the difference between the actual working capital as of the Closing Date and $134,729 working capital.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 708,333 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 708,333 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 708,333 working capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders and the Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 0 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the CorporationBusiness Contribution Member, and shall include full accrual of all tax liabilities of the Corporation Business Contribution Member as of the Closing Date (including, including but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 0 working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay Shareholders and/or the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 0 working capital (the "Shortfall"). If the Shareholder does Shareholders and/or the Business Contribution Member do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders or the Business Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders shall use all reasonable endeavours to ensure that in the period to the Closing Date the Corporation is managed so that on a consolidated basis the Corporation has at least $66,356.00 working capital Five Hundred Thousand Pounds (U.K.) ((pounds) 500,000) Working Capital (defined as the excess current net assets, calculated on the same basis as in the audited accounts of current (liquid) assets over current liabilitiesSDL for the year ended 31st March 1997 but excluding all bank indebtedness and cash) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital Working Capital as of the Closing Date, the Company will cause to be preparedprepared and copied to each of the Shareholders, promptly following the Closing, a consolidated balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared on the same accounting policies, principles and practices as have been used in the preparation of the accounts of SDL for the financial periods prior to this Agreement (including appropriate provision for any tax liabilities) and on the basis of the reasonable judgments and opinions of James Greenbury provided that there shaxx xx excluded from such balance sheet the costs relating to the transaction contemplated by this Agreement, any exceptional non-recurring costs and any other costs arising from any changes made to the Corporation or SDL or their business as a result of its ownership by the Company and otherwise in accordance with U.K. GAAP, consistent with past practices . The Company shall ensure that the Shareholders are consulted about the preparation of such balance sheet and that upon it being finalized a copy of the Corporation, and shall include full accrual of all tax liabilities balance sheet is delivered to each of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date)Shareholders. In the event that the Corporation has more less than the prescribed $66,356 working capital Five Hundred Thousand Pounds (U.K.) (Pounds 500,000) Working Capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder shall forthwith pay the Company be entitled to deduct an amount equal to the difference between the actual working capital Working Capital as of the Closing Date and $66,356 Five Hundred Thousand Pounds (U.K.) (Pounds 500,000) working capital (the "Shortfall"). If the Shareholder does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders to pay the Deferred Consideration and the Override. In the event that the Shareholder Corporation has more than Five Hundred Thousand Pounds (U.K.) ((pounds) 500,000) Working Capital as of the Closing Date, an amount equal to the excess shall be paid to the Shareholders as additional consideration and shall be payable in the same manner as for the Initial Cash Payment. In the event that any of the Shareholders shall notify the Company in writing within five fifteen days after demand is made by the Company for payment delivery to them of the Shortfall balance sheet referred to above of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP the Independent Accountants to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital Working Capital therein in accordance with GAAPon the basis set out above. Price Waterhouse LLP shall The Independent Accountant shall, acting as an expert and not as an arbitrator, then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) costs of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit Independent Accountant shall be borne as it shall direct or in default of direction shall be borne as to 50% by the CompanyCompany and 50% by the Shareholders (and shall be shared between them pro rata to the receipt by them of the Initial Cash Payment).

Working Capital as of the Closing Date. The Shareholder shall ensure that the Corporation has at least $66,356.00 17,406 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 17,406 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 17,406 working capital (the "Shortfall"). If the Shareholder does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholder (including, but not limited to, the Earn-Out to which the Shareholder may be entitled thereafter). In the event that the Shareholder shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 480,740 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more than the prescribed $66,356 480,740 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder Shareholders an amount equal to such excess. In the event that the Corporation has less than the prescribed $66,356 480,740 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 480,740 working capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing DateDate in an amount at least equal to the average monthly working capital of the Corporation during the twelve month period ended June 30, 1997 (the "Required Working Capital"). For purposes of determining whether the Corporation had the required working capital Required Working Capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 working capital Required Working Capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 working capital the Required Working Capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders and the Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 190,151 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital , as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared set forth in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date)Schedule 6.5 hereto. In the event that the Corporation has more less than the prescribed $66,356 190,151 working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay Shareholders and/or the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 190,151 working capital (the "Shortfall"). If the Shareholder does Shareholders and/or the Business Contribution Member do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, then the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders or the Business Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 aggregate working capital (defined as the excess of current (liquid) assets over current liabilities) of the Corporation, Atlantic and Westchester as of the Closing DateDate is at least equal to Seven Hundred Fifty Thousand Dollars ($750,000) (the "Prescribed Working Capital"). For purposes of determining whether the Corporation had the required aggregate working capital of the Corporation, Atlantic and Westchester is at least equal to the Prescribed Working Capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet sheets of the Corporation Corporation, Atlantic and Westchester as of the Closing Date. Such balance sheet sheets shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more Corporation, Atlantic and Westchester have in the aggregate less than the prescribed $66,356 working capital Prescribed Working Capital as of the Closing Date, as determined by such balance sheetsheets, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 working capital the Prescribed Working Capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). To the extent that the Shareholders satisfy their obligation with respect to the Shortfall under this Agreement, they shall have no such obligation under the Atlantic and Westchester Acquisition Agreements. In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet sheets of the Corporation Corporation, Atlantic and Pacific Westchester as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 216,000 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 216,000 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 216,000 working capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder shall ensure that the Corporation has at least $66,356.00 a positive working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required a positive working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 a negative working capital as of the Closing Date, as determined by such balance sheet, the Shareholder shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 such negative working capital (the "Shortfall"). If the Shareholder does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholder (including, but not limited to, the Earn-Out to which the Shareholder may be entitled thereafter). In the event that the Shareholder shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his her decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Members and the Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 2,324,416 working capital (defined as the excess of current (liquid) assets over current liabilities) subject to adjustment in the event of an adjustment to the purchase price pursuant to section 1.4 hereof as of the Closing Date. For purposes of determining whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax liabilities of the Corporation Business Contribution Member as of the Closing Date (including, including but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 2,324,416 working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay Members and/or the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 2,324,416 working capital (the "Shortfall"). If the Shareholder does Members and/or the Business Contribution Member do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any solely by means of the obligations of an offset against the Company to Stock the ShareholderCompany holds as collateral. In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty Companyty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 150,000 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 150,000 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 150,000 working capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder shall ensure that the Corporation has at least $66,356.00 Corporation's working capital (defined as the excess of current (liquid) assets over current liabilitiesliabilities in each case as defined in the June Figures) as of the Closing DateDate is no less than the Corporation's working capital as of June 30, 1997, and that the Corporation's net asset value as of the Closing Date is no less than the Corporation's net asset value as of June 30, 1997. For purposes of determining whether the Corporation had the required working capital and net asset value as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet (the "Closing Balance Sheet") of the Corporation as of the Closing Date. Such balance sheet The Closing Balance Sheet shall be prepared in accordance with the English Companies Acts and GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax liabilities of be prepared on the Corporation same basis as of the Closing Date (including, but not limited to, June Figures and with the same accounting policies provided always that accrued tax liabilities will be provided for as if the tax year ended on the Closing Date). In the event that the Corporation has more than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 working capital (the "Shortfall"). If the Shareholder does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the Shareholder. In the event that the Shareholder shall notify the Company Shareholder in writing within five days after demand is made by the Company for payment preparation of the Closing Balance Sheet that there is a Shortfall of his decision to dispute (i.e., the amount necessary to bring the Corporation's working capital and net asset value up to their respective levels as of the ShortfallJune 30, 1997), then the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing DateBalance Sheet, and to calculate the working capital therein in accordance with the English Companies Acts and GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.5 and set out their determination in a certificate (the "PW Certificate") which they will deliver to the Shareholder together with a copy of the Closing Balance Sheet. If the Shareholder disputes the contents of the PW Certificate and/or the Closing Balance Sheet, they shall notify the Company within 10 working days of their receipt of the Certificate (the "Notification Period"). If the Shareholder does not serve written notice within the Notification Period that they dispute the PW Certificate and/or the Closing Balance Sheet (the" Dispute Notice") specifying in reasonable detail the subject matter of the dispute then they will on the day next following the end of the Notification Period forthwith pay the Company an amount sufficient to bring the working capital and/or the net asset value, as the case may be, up to the required amounts in order to pay the Shortfall. If the Shareholder serves a Dispute Notice within the Notification Period, the Company and the Shareholder will negotiate in good faith during the period of 7 days to resolve the issue in dispute. If the dispute is not resolved within the said period of 7 days the subject matter of the dispute shall be referred to the President for the time being of the Institute of Chartered Accounts in England and Wales who shall nominate an appropriate accountant (the "Referee") to adjudicate on the dispute in question. The Referee shall act as an expert and not as an arbitrator and the costs and expenses of the Referee shall be borne as he shall direct. All issues as to whether the Closing Balance Sheet has been prepared in accordance with the English Companies Acts and GAAP and determination of assets and liabilities on the Closing Balance Sheet shall be determined by the Referee whose decision shall be final and binding on upon the parties heretoCompany and the Shareholder in the absence of manifest error. The Shareholder Referee shall forthwith pay to the Company serve notice of his decision and the amount of the Shortfall (if any) on the Company and the Shareholder. If and to the extent that there is a Shortfall following such Shortfalldetermination, together with fifty percent (50%) the Shareholder shall pay such amount to the Corporation within 5 working days of service on the Shareholder of the cost determination of the audit conducted by Price Waterhouse LLPReferee. In The Company will procure that the event Price Waterhouse LLP determines Corporation will promptly provide the Shortfall Shareholder and its advisers and the Referee all working papers and documents reasonably necessary for them to have been zero, decide upon the entire cost of such audit shall be borne by issues relevant to the CompanyPW Certificate and the Closing Balance Sheet and will afford them facilities to inspect the same or copies if requested.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 57,849 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 57,849 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 57,849 working capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder shall ensure that the Corporation has working capital as of the Closing Date equal to at least $66,356.00 one-twelfth (1/12) of the Purchase Price (as increased as a result of the Xxxxxxx Increase, bur without regard to any reduction in the Maximum Earn-Out). For purposes of this Section 6.5, "working capital (capital" shall be defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 the required working capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholder (including, but not limited to, the Earn-Out to which the Shareholder may be entitled thereafter). In the event that the Shareholder shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 84,385 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the CorporationBusiness Contribution Member, and shall include full accrual of all tax liabilities of the Corporation Business Contribution Member as of the Closing Date (including, including but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 84,385 working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 84,385 working capital (the "Shortfall"). If the Shareholder Business Contribution Member does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderBusiness Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 89,257 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 89,257 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 89,257 working capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 76,423 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the CorporationBusiness Contribution Member, and shall include full accrual of all tax liabilities of the Corporation Business Contribution Member as of the Closing Date (including, including but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 76,423 working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 76,423 working capital (the "Shortfall"). If the Shareholder Business Contribution Member does not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderBusiness Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders and the Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 416,667 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. Using the most recent information available prior to the Closing Date, the Shareholders and the Business Contribution Member shall estimate the working capital as of the Closing Date. In the event that less than the prescribed $416,667 working capital is estimated to exist as of the Closing Date, the cash portion of the Purchase Price shall be reduced by an amount equal to the difference between the estimated working capital as of the Closing Date and $416,667. In the event that more than the prescribed $416,667 working capital is estimated to exist as of the Closing Date, the cash portion of the Purchase Price shall be increased by an amount equal to the difference between the estimated working capital as of the Closing Date and $416,667. For purposes of determining a final determination as to whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the CorporationBusiness Contribution Member, and shall include full accrual of all tax liabilities of the Corporation Business Contribution Member as of the Closing Date (including, including but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 estimated working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay Shareholders and/or the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company (in cash) an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 the estimated working capital (the "Shortfall"). If the Shareholder does Shareholders and/or the Business Contribution Member do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders or the Business Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that more than the estimated working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Business Contribution Member (in cash) an amount equal to the difference between the estimated working capital and the actual working capital as of the Closing Date. In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.by

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 130,000 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 130,000 working capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 130,000 working capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least $66,356.00 aggregate working capital (defined as the excess of current (liquid) assets over current liabilities) of the Corporation, Pacific and Westchester as of the Closing DateDate is at least equal to Seven Hundred Fifty Thousand Dollars ($750,000) (the "Prescribed Working Capital"). For purposes of determining whether the Corporation had the required aggregate working capital of the Corporation, Pacific and Westchester is at least equal to the Prescribed Working Capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet sheets of the Corporation Corporation, Pacific and Westchester as of the Closing Date. Such balance sheet sheets shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more Corporation, Pacific and Westchester have in the aggregate less than the prescribed $66,356 working capital Prescribed Working Capital as of the Closing Date, as determined by such balance sheetsheets, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 working capital the Prescribed Working Capital (the "Shortfall"). If the Shareholder does Shareholders do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders (including, but not limited to, the Earn-Out to which the Shareholders may be entitled thereafter). To the extent that the Shareholders satisfy their obligation with respect to the Shortfall under this Agreement, they shall have no such obligation under the Pacific and Westchester Acquisition Agreements. In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet sheets of the Corporation Corporation, Pacific and Westchester as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders shall ensure that the Corporation has at least One Hundred Eighteen Thousand Nine Hundred Seventeen Dollars ($66,356.00 118,917) working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing DateDate (the "Required Working Capital"). For purposes of determining whether the Corporation had the required working capital as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of the Corporation as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax assets and liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 working capital Required Working Capital as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Shareholders shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 working capital the Required Working Capital (the "Shortfall"). If the Shareholder does not The Shareholders shall pay the Shortfall to the Company within five (5) days after demand, theneither in cash or, in addition to all other remedies which at the Company may have, the Company may deduct the amount option of the Shareholders, by releasing to the Corporation the number of shares of Company Stock previously issued to them which is equal to the Shortfall from any of divided by the obligations per share market value of the Company Stock determined as follows (the "Market Value"). The term "Market Value" shall mean the closing price of the Company Stock as reported in the Wall Street Journal for the last business day prior to the Shareholderdate of such demand. Provided, that the Market Value of any fractional share shall be paid to the Company by the Shareholders in cash. In the event that the Shareholder Shareholders shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his their decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.5, whose decision shall be final and binding on the parties hereto. The Shareholder Shareholders shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLPWaterhouse. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Shareholders and the Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 205,250 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. For purposes of determining whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the Corporation, and shall include full accrual of all tax liabilities of the Corporation as of the Closing Date (including, but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date)Business Contribution Member. In the event that the Corporation has more less than the prescribed $66,356 205,250 working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay Shareholders and/or the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 205,250 working capital (the "Shortfall"). If the Shareholder does Shareholders and/or the Business Contribution Member do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders or the Business Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.

Working Capital as of the Closing Date. The Shareholder Members and the Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 110,000 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date. Using the most recent information available prior to the Closing Date, the Members and the Business Contribution Member shall estimate the working capital as of the Closing Date. In the event that less than the prescribed $110,000 working capital is estimated to exist as of the Closing Date, the cash portion of the Purchase Price shall be reduced by an amount equal to the difference between the estimated working capital as of the Closing Date and $110,000. In the event that more than the prescribed $110,000 working capital is estimated to exist as of the Closing Date, the cash portion of the Purchase Price shall be increased by an amount equal to the difference between the estimated working capital as of the Closing Date and $110,000. For purposes of determining a final determination as to whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the CorporationBusiness Contribution Member, and shall include full accrual of all tax liabilities of the Corporation Business Contribution Member as of the Closing Date (including, including but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 estimated working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay Members and/or the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company (in cash) an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 the estimated working capital (the "Shortfall"). If the Shareholder does Members and/or the Business Contribution Member do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderMembers or the Business Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that more than the estimated working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay the Business Contribution Member (in cash) an amount equal to the difference between the estimated working capital and the actual working capital as of the Closing Date. In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.by

Working Capital as of the Closing Date. The Shareholder Shareholders and the Business Contribution Member shall ensure that the Corporation has Assets, less the Assumed Liabilities, includes at least $66,356.00 10,000 working capital (defined as the excess of current (liquid) assets over current liabilities) as of the Closing Date; provided, however, that the Company shall have the right to require a greater amount of working capital as of the Closing Date if the amount of working capital shown on the balance sheet of the Business Contribution Member as of September 30, 1997, is greater than $110,000. For purposes of determining whether the Corporation had the required working capital existed as of the Closing Date, the Company will cause to be prepared, promptly following the Closing, a balance sheet of setting forth the Corporation Assets and Assumed Liabilities as of the Closing Date. Such balance sheet shall be prepared in accordance with GAAP, consistent with past practices of the CorporationBusiness Contribution Member, and shall include full accrual of all tax liabilities of the Corporation Business Contribution Member as of the Closing Date (including, including but not limited to, accrued tax liabilities as if the tax year ended on the Closing Date). In the event that the Corporation has more less than the prescribed $66,356 10,000 working capital existed as of the Closing Date, as determined by such balance sheet, the Company shall forthwith pay Shareholders and/or the Shareholder such excess. In the event that the Corporation has less than the prescribed $66,356 working capital as of the Closing Date, as determined by such balance sheet, the Shareholder Business Contribution Member shall forthwith pay the Company an amount equal to the difference between the actual working capital as of the Closing Date and $66,356 10,000 working capital (the "Shortfall"). If the Shareholder does Shareholders and/or the Business Contribution Member do not pay the Shortfall to the Company within five (5) days after demand, then, in addition to all other remedies which the Company may have, the Company may deduct the amount of the Shortfall from any of the obligations of the Company to the ShareholderShareholders or the Business Contribution Member (including, but not limited to, the Earn-Out to which the Business Contribution Member may be entitled thereafter). In the event that the Shareholder Business Contribution Member shall notify the Company in writing within five days after demand is made by the Company for payment of the Shortfall of his its decision to dispute the amount of the Shortfall, the Company shall forthwith instruct Price Waterhouse LLP to audit the balance sheet of the Corporation Business as of the Closing Date, and to calculate the working capital therein in accordance with GAAP. Price Waterhouse LLP shall then determine the amount of the Shortfall as set out in this paragraph 6.56.6, whose decision shall be final and binding on the parties hereto. The Shareholder Business Contribution Member shall forthwith pay to the Company the amount of such Shortfall, together with fifty percent (50%) of the cost of the audit conducted by Price Waterhouse LLP. In the event Price Waterhouse LLP determines the Shortfall to have been zero, the entire cost of such audit shall be borne by the Company.