Common use of Working Capital Determination Clause in Contracts

Working Capital Determination. (a) Prior to the Closing Date, the Company prepared and delivered to Parent (i) an estimated balance sheet of the Company as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Parent (the "Estimated Closing Date Balance Sheet") and (ii) a calculation and statement of its estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "Estimated Statement"). The Company prepared the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were determined in accordance with Parent's GAAP subject to Parent's good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "Estimated Net Working Capital") is less than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the "Holdback Amount") shall be held back by Parent until such time as the Net Working Capital is finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12 below. Any adjustment pursuant to this Section 2.11 shall adjust the consideration received by each Closing Recipient pro rata by its respective Pro Rata Closing Payment Ratio multiplied by the total adjustment amount. (b) As soon as practicable, but in no event later than 120 days following the Closing Date, Parent will prepare and deliver to the Representative a calculation and statement of the Net Working Capital as of the Closing Date (the "Closing Date Statement"). Parent will prepare the Closing Date Statement in good faith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in accordance with Parent's GAAP. To the extent the Closing Date Statement varies from the Estimated Statement, Parent will furnish the Representative with the Closing Date Statement such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. The Representative agrees to cooperate with Parent in the preparation of the Closing Date Statement, including providing Parent with supporting or back-up schedules and documentation reasonably requested by Parent. After delivery of the Closing Date Statement, the Representative and his designees shall be granted reasonable access by Parent to the books, records and personnel of Parent and Surviving Corporation for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in the Closing Date Statement. The Representative may submit to Parent, not later than 30 days from the receipt of the Closing Date Statement from Parent, a list of any components of the Closing Date Statement with which the Representative disagrees, if any (a "Closing Date Dispute Notice"), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.12. If the Representative does not issue a Closing Date Dispute Notice on or prior to such date, the Closing Date Statement, as supplied to the Representative, shall be deemed to have been accepted and agreed to by, and shall be final and binding on, the parties to this Agreement. (c) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicable, is less than the Estimated Net Working Capital, then the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Parent. If the amount of such deficiency owed to Parent is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to the Closing Recipients pro rata by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Parent by the Representative. In the event that the Holdback Amount, if any, is insufficient to satisfy the amount of such deficiency, then the number of shares of Escrowed Stock equivalent to the amount of such deficiency shall be released promptly from the Escrow Account and paid to Parent. The Representative covenants and agrees to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.11. (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicable, is greater than the Estimated Net Working Capital, then Parent shall release the Holdback Amount, if any, and the Closing Cash Payment will be further increased by the amount, if any, by which (i) the Net Working Capital less the Estimated Net Working Capital exceeds (ii) the Holdback Amount, and Parent shall promptly pay such excess, if any, to the Closing Recipients pro rata by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Parent by the Representative.

Working Capital Determination. (a) Prior No more than three days prior to the Closing Date, the Company prepared will prepare and delivered deliver to Parent (i) an estimated balance sheet of the Company as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Parent (the "Estimated Closing Date Balance Sheet") and (ii) a calculation and statement of its estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "“Estimated Statement"”). The Company prepared will prepare the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were shall be determined in accordance with Parent's GAAP GAAP, subject to Parent's ’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "“Estimated Net Working Capital"”) is less than $1,300,000 (the “Net Working Capital Threshold Amount”), then the Closing Cash Payment Consideration will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment Consideration will be increased by the amount of such excess, provided that such amount (the "“Holdback Amount"”) shall be held back by Parent until such time as the Net Working Capital is finally determined based upon on the Closing Date Statement or pursuant to the procedures set forth in Section 2.12 below. Any adjustment pursuant to this Section 2.11 shall adjust the consideration received by each Closing Recipient pro rata by its respective Pro Rata Closing Payment Ratio multiplied by the total adjustment amount2.07. (b) As soon as practicable, practicable but in no event later than 120 60 days following the Closing Date, Parent will prepare and deliver to the Stockholder Representative a calculation and statement of the Net Working Capital as of the Closing Date (the "“Closing Date Statement"”). The Parent will prepare the Closing Date Statement in good faith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in accordance with Parent's GAAP. To , subject to the extent the Closing Date Statement varies from the Estimated Statement, Parent will furnish the Representative with the Closing Date Statement such supporting or back-up schedules Stockholder Representative’s good faith review and documentation as may be reasonably necessary to confirm such variancesreasonable satisfaction. The Representative agrees to cooperate with Parent in the preparation of the Closing Date Statement, including providing Parent with supporting or back-up schedules and documentation reasonably requested by Parent. After delivery of the Closing Date Statement, the Representative and his designees shall be granted reasonable access by Parent to the books, records and personnel of Parent and Surviving Corporation for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in the Closing Date Statement. The Stockholder Representative may submit to Parent, not later than 30 15 days from the receipt of the Closing Date Statement from Parent, a list of any components of the Closing Date Statement with which the Stockholder Representative disagrees, if any (a "“Closing Date Dispute Notice"”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.12paragraph (e) below. If the Stockholder Representative does not issue a Closing Date Dispute Notice on or prior to such date, the Closing Date Statement, as supplied to the Stockholder Representative, shall be deemed to have been accepted and agreed to byby the Stockholder Representative, and shall be final and binding on, on the parties to this Agreement. (c) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicableStatement, is less than the Estimated Net Working Capital, Capital then the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Parent. If the amount of such deficiency owed to Parent is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to the Closing Recipients pro rata by wire transfer Company Stockholders, with each Company Stockholder receiving 1/7th of immediately available funds in accordance with wire transfer instructions provided to Parent by the Representativesuch remaining Holdback Amount. In the event that the Holdback Amount, if any, Amount is insufficient to satisfy the amount of such deficiency, then the number of shares of Escrowed Stock equivalent Company Stockholders shall immediately tender to Parent, in cash, an amount equal to such deficiency. Notwithstanding the amount foregoing, Parent may elect, in its sole discretion, to claim any remaining portion of such deficiency shall be released promptly from shortfall as Damages pursuant to Section 11.01. If Parent so elects, the Escrow Account Stockholder Representative and paid to Parent. The Representative covenants Parent covenant and agrees agree to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.112.07(c). (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicableStatement, is greater than the Estimated Net Working Capital, then Parent shall release the Holdback Amount, if any, and the Closing Cash Payment Consideration will be further increased by the amount, if any, by which (i) the Net Working Capital less the Estimated Net Working Capital exceeds (ii) the Holdback Amount, amount of such additional excess and Parent shall promptly pay to each Company Stockholder 1/7th of the total of the Holdback Amount plus such additional excess, if any, to . (e) In the event a Closing Recipients pro rata by wire transfer of immediately available funds in accordance with wire transfer instructions provided Date Dispute Notice is timely delivered to Parent by the Stockholder Representative, Parent and the Stockholder Representative shall thereafter for a period of up to 30 days negotiate in good faith to resolve any items of dispute. Any items of dispute which are not so resolved shall be submitted to a mutually agreed upon certified public accountant from a nationally recognized firm of public accountants mutually acceptable to Parent and the Stockholder Representative (which accounting firm shall not have been affiliated with or engaged by either party for a period of five years prior to the date of the submission of the dispute), who shall serve as an arbitrator hereunder (the “Arbitrating Accountant”). In connection with the resolution of any dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The Arbitrating Accountant so selected shall render a written decision as promptly as practicable, but in no event later than 30 days after submission of the matter to the Arbitrating Accountant. The decision of the Arbitrating Accountant shall be final and binding upon the parties, and judgment may be entered on such decision in a court of competent jurisdiction. To the extent not otherwise provided herein, the commercial arbitration rules of the American Arbitration Association as in effect at the time of any arbitration shall govern such arbitration in all respects. Each party shall bear its fees and expenses with respect to any proceeding under this paragraph, and the fees and expenses of the Arbitrator in connection with the resolution of disputes pursuant to this paragraph shall be paid by the non-prevailing party, who shall be determined by the Arbitrator.

Working Capital Determination. (a) Prior No more than three business days prior to the Closing Date, the Company prepared will prepare and delivered deliver to Parent (i) an estimated balance sheet of the Company and its consolidated Subsidiaries as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Parent (the "“Estimated Closing Date Balance Sheet"”) and (ii) a calculation and statement of its estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "“Estimated Statement"”). The Company prepared will prepare the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were shall be determined in accordance with Parent's GAAP GAAP, subject to Parent's ’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "“Estimated Net Working Capital"”) is less than the Net Working Capital Threshold Amount, then the Closing Cash Payment Consideration will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment Consideration will be increased by the amount of such excess, provided that such amount (the "“Holdback Amount"”) shall be held back by Parent until such time as the Net Working Capital is finally determined based upon on the Closing Date Statement or pursuant to the procedures set forth in Section 2.12 below. Any adjustment pursuant to this Section 2.11 shall adjust the consideration received by each Closing Recipient pro rata by its respective Pro Rata Closing Payment Ratio multiplied by the total adjustment amount2.14. (b) As soon as practicable, practicable but in no event later than 120 60 days following the Closing Date, Parent will prepare and deliver to the Representative a calculation and statement of the Net Working Capital as of the Closing Date (the "“Closing Date Statement"”). Parent will prepare the Closing Date Statement in good faith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in accordance with Parent's GAAP. To , subject to the extent the Closing Date Statement varies from the Estimated Statement, Parent will furnish the Representative with the Closing Date Statement such supporting or back-up schedules Representative’s good faith review and documentation as may be reasonably necessary to confirm such variancesreasonable satisfaction. The Representative agrees Principals agree to cooperate with Parent in the preparation of the Closing Date Statement, including providing Parent with supporting or back-up schedules and documentation reasonably requested by Parent. After delivery of the Closing Date Statement, the Representative and his designees shall be granted reasonable access by Parent to the books, records and personnel of Parent and Surviving Corporation for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in the Closing Date Statement. The Representative may submit to Parent, not later than 30 15 days from the receipt of the Closing Date Statement from Parent, a list of any components of the Closing Date Statement with which the Representative disagrees, if any (a "“Closing Date Dispute Notice"”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.12paragraph (e) below. If the Representative does not issue a Closing Date Dispute Notice on or prior to such date, the Closing Date Statement, as supplied to the Representative, shall be deemed to have been accepted and agreed to byby the Representative, and shall be final and binding on, on the parties to this Agreement. (c) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicable2.14(e), is less than the Estimated Net Working Capital, Capital then the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Parent. If the amount of such deficiency owed to Parent is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed by Parent to the Closing Recipients pro rata by wire transfer of immediately available funds Indemnifying Securityholders in accordance with wire transfer instructions provided to Parent by the Representativetheir Applicable Percentages. In the event that the Holdback Amount, if any, Amount is insufficient to satisfy the amount of such deficiency, then the number of shares of Escrowed Stock equivalent to the amount of such deficiency shall be released promptly distributed to Parent from the Escrow Account and paid to ParentAccount. The Representative covenants and agrees Parent covenant and agree to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.112.14(c). (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicable2.14(e), is greater than the Estimated Net Working Capital, then Parent shall release the Holdback Amount, if any, and the Closing Cash Payment Consideration will be further increased by the amount, if any, by which (i) the Net Working Capital less the Estimated Net Working Capital exceeds (ii) amount of such additional excess and the Holdback Amount, Amount and such additional excess shall be distributed by Parent shall promptly pay such excess, if any, to the Closing Recipients pro rata by wire transfer of immediately available funds Indemnifying Securityholders in accordance with wire transfer instructions provided their Applicable Percentages. (e) In the event a Closing Date Dispute Notice is timely delivered to Parent by the Representative, Parent and the Representative shall thereafter for a period of up to 30 days negotiate in good faith to resolve any items of dispute. Any items of dispute which are not so resolved shall be submitted to an accounting firm with whom the Parent and Company have no relationship, who shall serve as an arbitrator hereunder (the “Arbitrating Accountant”). In connection with the resolution of any dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The Arbitrating Accountant so selected shall render a written decision as promptly as practicable, but in no event later than 30 days after submission of the matter to the Arbitrating Accountant. The decision of the Arbitrating Accountant shall be final and binding upon the parties, and judgment may be entered on such decision in a court of competent jurisdiction. To the extent not otherwise provided herein, the commercial arbitration rules of the American Arbitration Association as in effect at the time of any arbitration shall govern such arbitration in all respects. Each party shall bear its fees and expenses with respect to any proceeding under this paragraph, and the fees and expenses of the Arbitrating Accountant in connection with the resolution of disputes pursuant to this paragraph shall be paid by the non-prevailing party, who shall be determined by the Arbitrating Accountant.

Working Capital Determination. Not later than one hundred (a100) Prior days after the Closing Date, Buyer shall prepare and deliver to Seller: (i) a statement (the “Closing Statement”) containing detailed calculations of the Net Working Capital Amount of the Business as of the close of business on the date immediately prior to the Closing Date prepared in accordance with GAAP, consistently applied, and the definition of Net Working Capital Amount, and containing the line items set forth in the sample working capital amount calculation set forth solely for illustration purposes on Schedule 1.6, without giving effect to the transactions contemplated herein; and (ii) an actual unaudited balance sheet of the Business (excluding the Excluded Assets and Retained Liabilities) as of the close of business on the date immediately prior to the Closing Date, prepared in accordance with GAAP, consistently applied, without giving effect to the Company prepared and delivered to Parent (i) an estimated balance sheet of the Company as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Parent transactions contemplated hereby (the "Estimated “Closing Date Balance Sheet"”). Buyer shall provide Seller with reasonable access to the work papers in connection with such calculations. With respect to Accounts Receivable not collected within ninety (90) days following the Closing Date and (ii) a calculation and statement of its estimated therefore excluded from the Net Working Capital as Amount, to the extent that Buyer subsequently receives cash in respect of such Accounts Receivable, Buyer shall promptly deliver such cash to Seller. Seller shall have thirty (30) days after delivery of the Closing Date calculated from Statement and the Estimated Closing Date Balance Sheet (to notify Buyer in writing that Seller disputes any aspect of the "Estimated Statement"). The Company prepared Closing Statement or the Estimated Closing Date Balance Sheet, and if no such notice is given within such time period, the Closing Statement and the Closing Date Balance Sheet shall conclusively be deemed final. If Seller disputes any aspect of the Closing Statement or the Closing Date Balance Sheet, Buyer and Estimated Seller shall use commercially reasonable efforts to reconcile such disputes and reach agreement on a final Closing Statement in good faith and all assets, liabilities Closing Date Balance Sheet. In the event Buyer and other amounts included Seller are unable to reach agreement on the Estimated a final Closing Statement and Closing Date Balance Sheet within thirty (30) days following Seller’s delivery of the dispute notice, then Buyer and Estimated Seller shall submit the remaining issues in dispute to KPMG (the “Selected Accountants”), which firm shall resolve such dispute within thirty (30) days following its selection. Buyer and Seller shall cooperate with the Selected Accountants in all respects, including providing the Selected Accountants with all work papers and back-up materials used in preparation and review of their calculations of the Closing Statement were determined in accordance and the Closing Date Balance Sheet. Buyer and Seller acknowledge and agree that the Selected Accountants shall have the authority to determine all matters related to the dispute notice and that such determination by the Selected Accountants, including with Parent's GAAP subject respect to Parent's good faith review the Closing Statement and reasonable satisfactionthe Closing Date Balance Sheet, shall be final, binding and conclusive upon the Parties. If The fees, expenses and costs of the Net Working Capital set forth Selected Accountants shall be paid by Seller, on the Estimated Statement (one hand, and Buyer, on the "Estimated Net Working Capital") is less than the Net Working Capital Threshold Amountother hand, then the Closing Cash Payment will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment will be increased by the amount of such excess, provided that such amount (the "Holdback Amount") shall be held back by Parent until such time as the Net Working Capital is finally determined based upon the Closing Date Statement percentage that the amount actually contested but not awarded to Seller or pursuant Buyer, respectively, bears to the procedures aggregate amount actually contested by Seller and Buyer. The Procedures set forth in Section 2.12 below. Any adjustment pursuant to this Section 2.11 shall adjust the consideration received by each Closing Recipient pro rata by its respective Pro Rata Closing Payment Ratio multiplied by the total adjustment amount. (b) As soon as practicable, but in no event later than 120 days following the Closing Date, Parent will prepare and deliver 1.6 for resolving disputes with respect to the Representative a calculation and statement of the Net Working Capital as any aspect of the Closing Date (the "Closing Date Statement"). Parent will prepare Statement or the Closing Date Statement in good faith and all assets, liabilities and other amounts included on the Closing Date Statement Balance Sheet shall be determined in accordance with Parent's GAAP. To the extent the Closing Date Statement varies from the Estimated Statement, Parent will furnish the Representative with the Closing Date Statement sole and exclusive method for resolving any such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. The Representative agrees to cooperate with Parent in the preparation of the Closing Date Statement, including providing Parent with supporting or back-up schedules and documentation reasonably requested by Parent. After delivery of the Closing Date Statement, the Representative and his designees shall be granted reasonable access by Parent to the books, records and personnel of Parent and Surviving Corporation for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in the Closing Date Statement. The Representative may submit to Parent, not later than 30 days from the receipt of the Closing Date Statement from Parent, a list of any components of the Closing Date Statement with which the Representative disagrees, if any (a "Closing Date Dispute Notice"), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.12. If the Representative does not issue a Closing Date Dispute Notice on or prior to such date, the Closing Date Statement, as supplied to the Representative, shall be deemed to have been accepted and agreed to by, and shall be final and binding on, the parties to this Agreementdisputes. (c) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicable, is less than the Estimated Net Working Capital, then the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Parent. If the amount of such deficiency owed to Parent is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to the Closing Recipients pro rata by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Parent by the Representative. In the event that the Holdback Amount, if any, is insufficient to satisfy the amount of such deficiency, then the number of shares of Escrowed Stock equivalent to the amount of such deficiency shall be released promptly from the Escrow Account and paid to Parent. The Representative covenants and agrees to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.11. (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicable, is greater than the Estimated Net Working Capital, then Parent shall release the Holdback Amount, if any, and the Closing Cash Payment will be further increased by the amount, if any, by which (i) the Net Working Capital less the Estimated Net Working Capital exceeds (ii) the Holdback Amount, and Parent shall promptly pay such excess, if any, to the Closing Recipients pro rata by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Parent by the Representative.

Working Capital Determination. (a) Prior to the Closing Date, the Company prepared shall prepare and delivered deliver to Parent the Buyer Parties (i) an estimated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Parent (the "“Estimated Closing Date Balance Sheet"”) and (ii) a calculation and statement of its estimated Net Working Capital as of the close of business on the day immediately prior to the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "“Estimated Statement"”). The Company prepared shall prepare the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were shall be determined in accordance with Parent's ’s GAAP subject to Parent's ’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "“Estimated Net Working Capital"”) is less than the Net Working Capital Threshold Amount, then the Closing Total Cash Payment Consideration will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Total Cash Payment Consideration will be increased by the amount of such excess, provided that such excess amount (the "“Holdback Amount"”) shall be held back by Parent the Buyer Parties until such time as the Net Working Capital is finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12 2.04 below. Any adjustment pursuant to this Section 2.11 2.03 shall adjust the consideration received by each Closing Recipient Shareholder pro rata by its respective Pro Rata Closing Payment Ratio Shareholder Percentage multiplied by the total adjustment amount, subject to Section 2.03(c). (b) As soon as practicable, but in no event later than 120 days following the Closing Date, Parent will prepare and deliver to the Representative a calculation and statement of the Net Working Capital as of the close of business on the day immediately prior to the Closing Date (the "“Closing Date Statement"”). Parent will prepare the Closing Date Statement in good faith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in accordance with Parent's ’s GAAP. To the extent the Closing Date Statement varies from the Estimated Statement, Parent will furnish the Representative with the Closing Date Statement such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. The Representative agrees to reasonably cooperate with Parent in the Parent’s preparation of the Closing Date Statement, including providing Parent with supporting or back-up schedules and documentation reasonably requested by Parent. After delivery of the Closing Date Statement, the Representative and his designees shall be granted reasonable access by Parent the Buyer Parties to the books, books and records and personnel of Parent and Surviving Corporation the Buyer Parties for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in the Closing Date Statement. The Representative may submit to Parent, not later than 30 60 days from the receipt of the Closing Date Statement from Parent, a list of any components of the Closing Date Statement with which the Representative disagrees, if any (a "“Closing Date Dispute Notice"”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.122.04. If the Representative does not issue a Closing Date Dispute Notice on or prior to such date, the Closing Date Statement, as supplied to the Representative, shall be deemed to have been accepted and agreed to by, and shall be final and binding on, the parties to this Agreement. (c) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.122.04, as applicable, is less than the Estimated Net Working Capital, then the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Buyer (or if it shall direct, to Parent). If the amount of such deficiency owed to Parent Buyer is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to the Closing Recipients pro rata Representative within 10 days after the final determination of the Net Working Capital on behalf of the Shareholders for further distribution by the Representative to the Shareholders in accordance with the Shareholder Percentages. Any such payment to the Representative on behalf of the Shareholders shall be in cash by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Parent the Buyer Parties by the Representative. In the event that the Holdback Amount, if any, is insufficient to satisfy the amount of such deficiency, then the number Representative on behalf of shares of Escrowed Stock equivalent the Shareholders shall immediately tender to the Buyer (or if it shall direct, to Parent), in cash, an amount of equal to such deficiency shall be released promptly from or the Escrow Account and paid Buyer Parties may elect, in their sole discretion, to Parentclaim any remaining deficiency as Damages pursuant to Article VIII. The Representative covenants and agrees to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.112.03. (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.122.04, as applicable, is greater than the Estimated Net Working Capital, then Buyer shall (or shall procure that Parent shall release shall) pay the Holdback Amount, if any, and the Closing Total Cash Payment Consideration will be further increased by the amount, if any, by which (i) the Net Working Capital less the Estimated Net Working Capital exceeds (ii) the Holdback Amount, and Buyer shall (or shall procure that Parent shall shall) promptly pay the Holdback Amount and such excess, if any, to the Closing Recipients pro rata Representative on behalf of the Shareholders for further distribution by the Representative to the Shareholders in accordance with the Shareholder Percentages. Such payment shall be within 10 days after the final determination of the Net Working Capital in cash by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Parent the Buyer Parties by the Representative. (e) Notwithstanding anything in this Section 2.03 to the contrary, if, at the time Buyer is required to release, or procure the release of, the Holdback Amount, a Buyer Party has asserted a written claim for indemnification pursuant to Article VIII, Buyer shall be entitled to (or procure that Parent shall be entitled to) withhold payment of and offset against payment of the Holdback Amount, the Buyer Parties’ good faith estimate of the aggregate unpaid amount of such claim, such offset to be applied against the full amount of such Buyer Party’s claim until resolved by the parties. The right of offset is subject to Section 8.03(c) and cumulative to any other rights or remedies the Buyer Parties may have pursuant to Article VIII. Once the claim for indemnification for which the withheld payment relates has been resolved by the parties, within 10 days Buyer shall promptly pay (or procure that Parent shall promptly pay) to the Representative on behalf of the Shareholders any portion of the Holdback Amount withheld in excess of such resolved claim plus interest at the rate of 5% per annum from the date the Holdback Amount was due for further distribution by the Representative to the Shareholders in accordance with the Shareholder Percentages. Such payment shall be in cash by wire transfer of immediately available funds in accordance with the wiring instructions provided to the Buyer Parties by the Representative.

Working Capital Determination. (a) Prior No more than three days prior to the Closing Date, the Company prepared will prepare and delivered deliver to Parent (i) an estimated balance sheet of the Company as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Parent (the "Estimated Closing Date Balance Sheet") and (ii) a calculation and statement of its estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "“Estimated Statement"”). The Company prepared will prepare the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were shall be determined in accordance with Parent's GAAP GAAP, subject to Parent's ’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "“Estimated Net Working Capital"”) is less than the Net Working Capital Threshold Amount, then the Closing Cash Payment Consideration will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment Consideration will be increased by the amount of such excess, provided that such amount (the "“Holdback Amount"”) shall be held back by Parent until such time as the Net Working Capital is finally determined based upon on the Closing Date Statement or pursuant to the procedures set forth in Section 2.12 below. Any adjustment pursuant to this Section 2.11 shall adjust the consideration received by each Closing Recipient pro rata by its respective Pro Rata Closing Payment Ratio multiplied by the total adjustment amount2.07. (b) As soon as practicable, practicable but in no event later than 120 90 days following the Closing Date, Parent will prepare and deliver to the Representative a calculation and statement of the Net Working Capital as of the Closing Date (the "“Closing Date Statement"”). The Parent will prepare the Closing Date Statement in good faith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in accordance with Parent's GAAP. To the extent the Closing Date Statement varies from the Estimated Statement, Parent will furnish the Representative with the Closing Date Statement such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. The Representative agrees to cooperate with Parent in the preparation of the Closing Date Statement, including providing Parent with supporting or back-up schedules and documentation reasonably requested by Parent. After delivery of the Closing Date Statement, the Representative and his designees shall be granted reasonable access by Parent subject to the books, records Representative’s good faith review and personnel of Parent and Surviving Corporation for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in the Closing Date Statementreasonable satisfaction. The Representative may submit to Parent, not later than 30 15 days from the receipt of the Closing Date Statement from Parent, a list of any components of the Closing Date Statement with which the Representative disagrees, if any (a "“Closing Date Dispute Notice"”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.12paragraph (e) below. If the Representative does not issue a Closing Date Dispute Notice on or prior to such date, the Closing Date Statement, as supplied to the Representative, shall be deemed to have been accepted and agreed to byby the Representative, and shall be final and binding on, on the parties to this Agreement. (c) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicableStatement, is less than the Estimated Net Working Capital, Capital then the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Parent. If the amount of such deficiency owed to Parent is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to the Closing Recipients Principals, pro rata by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Parent by the Representativetheir ownership of Company Common Stock. In the event that the Holdback Amount, if any, Amount is insufficient to satisfy the amount of such deficiency, then the number Principals shall immediately tender to Parent, in cash, an amount equal to such deficiency, pro rata in accordance with their ownership of shares of Escrowed Stock equivalent Company Common Stock. Notwithstanding the foregoing, Parent may elect, in its sole discretion, to the amount claim any remaining portion of such deficiency shall be released promptly from shortfall as Damages pursuant to Section 11.01. If Parent so elects, the Escrow Account Representative and paid to Parent. The Representative covenants Parent covenant and agrees agree to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.112.07(c). (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicableStatement, is greater than the Estimated Net Working Capital, then Parent shall release the Holdback Amount, if any, and the Closing Cash Payment Consideration will be further increased by the amount, if any, by which (i) the Net Working Capital less the Estimated Net Working Capital exceeds (ii) amount of such additional excess and the Holdback Amount, Amount and Parent such additional excess shall promptly pay such excess, if any, be distributed to the Closing Recipients Principals, pro rata by wire transfer of immediately available funds in accordance with wire transfer instructions provided their ownership of Company Common Stock. (e) In the event a Closing Date Dispute Notice is timely delivered to Parent by the Representative, Parent and the Representative shall thereafter for a period of up to 30 days negotiate in good faith to resolve any items of dispute. Any items of dispute which are not so resolved shall be submitted to Deloitte, who shall serve as an arbitrator hereunder (the “Arbitrating Accountant”). In connection with the resolution of any dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The Arbitrating Accountant so selected shall render a written decision as promptly as practicable, but in no event later than 30 days after submission of the matter to the Arbitrating Accountant. The decision of the Arbitrating Accountant shall be final and binding upon the parties, and judgment may be entered on such decision in a court of competent jurisdiction. To the extent not otherwise provided herein, the commercial arbitration rules of the American Arbitration Association as in effect at the time of any arbitration shall govern such arbitration in all respects. Each party shall bear its fees and expenses with respect to any proceeding under this paragraph, and the fees and expenses of the Arbitrator in connection with the resolution of disputes pursuant to this paragraph shall be paid by the non-prevailing party, who shall be determined by the Arbitrator.

Working Capital Determination. (a) Prior No more than three business days prior to the Closing Date, the Company prepared will prepare and delivered deliver to Parent (i) an estimated balance sheet of the Company as of the Closing Date, together with supporting or back-up schedules and documentation reasonably requested by Parent (the "“Estimated Closing Date Balance Sheet"”) and (ii) a calculation and statement of its estimated Net Working Capital as of the Closing Date calculated from the Estimated Closing Date Balance Sheet (the "“Estimated Statement"”). The Company prepared will prepare the Estimated Closing Date Balance Sheet and Estimated Statement in good faith and all assets, liabilities and other amounts included on the Estimated Closing Date Balance Sheet and Estimated Statement were shall be determined in accordance with Parent's GAAP consistently applied, subject to Parent's ’s good faith review and reasonable satisfaction. If the Net Working Capital set forth on the Estimated Statement (the "“Estimated Net Working Capital"”) is less than the Net Working Capital Threshold Amount, then the Closing Cash Payment Consideration will be reduced by the amount of such deficiency. If the Estimated Net Working Capital is more than the Net Working Capital Threshold Amount, then the Closing Cash Payment Consideration will be increased by the amount of such excess, provided that such amount (the "“Holdback Amount"”) shall be held back by Parent until such time as the Net Working Capital is finally determined based upon on the Closing Date Statement or pursuant to the procedures set forth in Section 2.12 below. Any adjustment pursuant to this Section 2.11 shall adjust the consideration received by each Closing Recipient pro rata by its respective Pro Rata Closing Payment Ratio multiplied by the total adjustment amount2.07. (b) As soon as practicable, practicable but in no event later than 120 90 days following the Closing Date, Parent will prepare and deliver to the Representative a calculation and statement of the Net Working Capital as of the Closing Date (the "“Closing Date Statement"”). Parent will prepare the Closing Date Statement in good faith and all assets, liabilities and other amounts included on the Closing Date Statement shall be determined in accordance with Parent's GAAPGAAP consistently applied, subject to the Representative’s good faith review and reasonable satisfaction. To the extent the Closing Date Statement varies from the Estimated Statement, Parent will furnish the to Representative with the Closing Date Statement such supporting or back-up schedules and documentation as may be reasonably necessary to confirm such variances. The Representative agrees Principals agree to cooperate with Parent in the preparation of the Closing Date Statement, including providing Parent with supporting or back-up schedules and documentation reasonably requested by Parent. After delivery of the Closing Date Statement, the Representative and his designees and the Company’s accountants shall be granted reasonable access by Parent to the books, records and personnel of Parent and Parent, the Surviving Corporation and the Surviving Entity responsible for the preparation of the Closing Date Statement for purposes of verifying the accuracy of the calculation and statement of Net Working Capital in the Closing Date Statement. The Representative may submit to Parent, not later than 30 15 days from the receipt of the Closing Date Statement from Parent, a list of any components of the Closing Date Statement with which the Representative disagrees, if any (a "“Closing Date Dispute Notice"”), in which case the disagreement shall be resolved pursuant to the procedures set forth in Section 2.12paragraph (e) below. If the Representative does not issue a Closing Date Dispute Notice on or prior to such date, the Closing Date Statement, as supplied to the Representative, shall be deemed to have been accepted and agreed to byby the Representative, and shall be final and binding on, on the parties to this Agreement. (c) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicable2.07(e), is less than the Estimated Net Working Capital, Capital then the amount of such deficiency shall be released promptly from the Holdback Amount, if any, and paid to Parent. If the amount of such deficiency owed to Parent is less than the Holdback Amount, the remaining balance of the Holdback Amount shall be distributed to the Closing Recipients Stockholders, pro rata by wire transfer of immediately available funds in accordance with wire transfer instructions provided to Parent by the Representativetheir ownership of Company Common Stock. In the event that the Holdback Amount, if any, Amount is insufficient to satisfy the amount of such deficiency, then the number Principals shall immediately tender to Parent, in cash, an amount equal to such deficiency, pro rata in accordance with their ownership of shares of Escrowed Stock equivalent Company Common Stock. Notwithstanding the foregoing, Parent may elect, in its sole discretion, to the amount claim any remaining portion of such deficiency shall be released promptly from shortfall as Damages pursuant to Section 10.01. If Parent so elects, the Escrow Account Representative and paid to Parent. The Representative covenants Parent covenant and agrees agree to jointly instruct the Escrow Agent in writing as soon as reasonably practicable after the final determination of the Net Working Capital to make any disbursement required by this Section 2.112.07(c). (d) If the Net Working Capital, as finally determined based upon the Closing Date Statement or pursuant to the procedures set forth in Section 2.12, as applicable2.07(e), is greater than the Estimated Net Working Capital, then Parent shall release the Holdback Amount, if any, and the Closing Cash Payment Consideration will be further increased by the amount, if any, by which (i) the Net Working Capital less the Estimated Net Working Capital exceeds (ii) amount of such additional excess and the Holdback Amount, Amount and Parent such additional excess shall promptly pay such excess, if any, be distributed to the Closing Recipients Representative, for distribution to the Stockholders, pro rata by wire transfer of immediately available funds in accordance with wire transfer instructions provided their ownership of Company Common Stock. (e) In the event a Closing Date Dispute Notice is timely delivered to Parent by the Representative, Parent and the Representative shall thereafter for a period of up to 30 days negotiate in good faith to resolve any items of dispute. Any items of dispute which are not so resolved shall be submitted to an accounting firm with whom the Parent and Company have no relationship, who shall serve as an arbitrator hereunder (the “Arbitrating Accountant”). In connection with the resolution of any dispute, the Arbitrating Accountant shall have access to all documents, records, work papers, facilities and personnel necessary to perform its function as arbitrator. The Arbitrating Accountant so selected shall render a written decision as promptly as practicable, but in no event later than 30 days after submission of the matter to the Arbitrating Accountant. The decision of the Arbitrating Accountant shall be final and binding upon the parties, and judgment may be entered on such decision in a court of competent jurisdiction. To the extent not otherwise provided herein, the commercial arbitration rules of the American Arbitration Association as in effect at the time of any arbitration shall govern such arbitration in all respects. Each party shall bear its fees and expenses with respect to any proceeding under this paragraph, and the fees and expenses of the Arbitrating Accountant in connection with the resolution of disputes pursuant to this paragraph shall be paid by the non-prevailing party, who shall be determined by the Arbitrating Accountant.