AND BUYER WITHIN SIXTY (60) DAYS OF
THE SUBMISSION TO THE INDEPENDENT ACCOUNTANTS OF THE ISSUES REMAINING IN
DISPUTE, SHALL BE FINAL, BINDING AND CONCLUSIVE ON THE PARTIES AND SHALL BE USED
IN THE CALCULATION OF THE FINAL CLOSING DATE WORKING CAPITAL AND THE FINAL
WORKING CAPITAL ADJUSTMENT; IF ANY, AND (III) THE SHAREHOLDERS, ON THE ONE HAND,
AND BUYER, ON THE OTHER HAND, WILL EACH BEAR FIFTY PERCENT (50%) OF THE FEES AND
COSTS OF THE INDEPENDENT ACCOUNTANTS FOR SUCH DETERMINATION.
(IV)
IF THE FINAL WORKING CAPITAL ADJUSTMENT RESULTS IN AN AMOUNT DUE
TO THE BUYER, ON THE ONE HAND, OR THE SHAREHOLDERS, ON THE OTHER HAND, THEN THE
PART(IES) RESPONSIBLE FOR THE PAYMENT OF THE FINAL WORKING CAPITAL ADJUSTMENT
SHALL PAY THE AMOUNTS DUE BY WIRE TRANSFER OF IMMEDIATELY AVAILABLE UNITED
STATES FUNDS TO AN ACCOUNT SPECIFIED BY BUYER, OR TO THE ACCOUNTS PREVIOUSLY
DESIGNATED BY THE SHAREHOLDERS PURSUANT TO §2(B) AND IN ACCORDANCE WITH THE
ALLOCATIONS SET FORTH THEREIN. THE FOREGOING PAYMENTS SHALL BE MADE WITHIN THREE
(3) BUSINESS DAYS AFTER THE CALCULATION OF THE FINAL CLOSING DATE WORKING
CAPITAL AND THE FINAL WORKING CAPITAL ADJUSTMENT, IF ANY, TOGETHER WITH INTEREST
AT THE RATE OF SIX PERCENT (6%) PER ANNUM,
WHICH INTEREST SHALL BEGIN ACCRUING ON THE CLOSING DATE AND END ON THE DATE THAT
THE PAYMENT(S) ARE MADE.
3. REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS. EXCEPT AS SET FORTH IN
THE DISCLOSURE SCHEDULE ACCOMPANYING THIS AGREEMENT (THE "DISCLOSURE SCHEDULE"),
THE SHAREHOLDERS JOINTLY AND SEVERALLY REPRESENT AND WARRANT TO THE BUYER AS
FOLLOWS:
(A)
ORGANIZATION AND STANDING OF THE COMPANY. THE COMPANY IS A
CORPORATION DULY ORGANIZED, VALIDLY EXISTING AND IN GOOD STANDING UNDER THE LAWS
OF THE STATE OF NEW JERSEY. THE COMPANY HAS FULL CORPORATE POWER AND AUTHORITY
TO OWN AND OPERATE ITS PROPERTIES, AND TO CONDUCT ITS BUSINESS AS CURRENTLY
CONDUCTED. THE COMPANY IS QUALIFIED TO DO BUSINESS IN EACH JURISDICTION IN WHICH
THE NATURE OF ITS BUSINESS OR THE OWNERSHIP OF ITS PROPERTIES MAKES SUCH
QUALIFICATION NECESSARY. A LIST OF THE JURISDICTIONS IN WHICH THE COMPANY IS SO
QUALIFIED IS SET FORTH ON §3(A) TO THE DISCLOSURE SCHEDULE. THE COMPANY HAS MADE
AVAILABLE TO BUYER COMPLETE AND CORRECT COPIES OF ITS ORGANIZATIONAL DOCUMENTS,
AMENDED TO DATE, THE CORPORATE MINUTE BOOKS CONTAINING THE RECORDS OF MEETINGS
OF THE STOCKHOLDERS AND BOARD OF DIRECTORS, THE STOCK CERTIFICATE BOOKS OF THE
COMPANY AND EACH OUTSTANDING STOCK CERTIFICATE. THE STOCK CERTIFICATE BOOKS OF
THE COMPANY MADE AVAILABLE TO BUYER ARE COMPLETE AND CORRECT IN ALL RESPECTS AND
ACCURATELY REFLECT THE OWNERSHIP OF ALL OF THE OUTSTANDING EQUITY SECURITIES OF
THE COMPANY.
(B) AUTHORITY; EXECUTION AND DELIVERY; ENFORCEABILITY. (I) THE COMPANY HAS FULL
CORPORATE POWER AND AUTHORITY TO EXECUTE THIS AGREEMENT AND EACH OF THE
ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY AND TO CONSUMMATE THE TRANSACTIONS
CONTEMPLATED HEREBY AND THEREBY. THE EXECUTION AND DELIVERY BY THE COMPANY OF
THIS AGREEMENT AND THE ANCILLARY AGREEMENTS TO WHICH IT IS A PARTY HAVE BEEN
DULY AUTHORIZED BY