AND POST-CLOSING PURCHASE PRICE ADJUSTMENTS,
IF ANY SUCH PAYMENTS ARE REQUIRED BY SECTIONS 1.4 AND 1.5, AND WILL SERVE AS ONE
SOURCE, BUT NOT THE EXCLUSIVE SOURCE, FOR THE SATISFACTION OF ANY
INDEMNIFICATION OR OTHER CLAIMS OF ANY BUYER PARTY PURSUANT TO ARTICLE 6 (THE
"HOLDBACK FUND").
ON THE DATE THAT IS TWELVE (12) MONTHS FOLLOWING THE CLOSING
DATE, PROVIDED THAT NO BUYER PARTY HAS ANY CLAIM FOR INDEMNIFICATION PURSUANT TO
ARTICLE 6 HEREOF, ANY REMAINING HOLDBACK AMOUNT SHALL BE RELEASED TO THE SELLER
SHAREHOLDERS FROM THE HOLDBACK FUND.
(E)
CLOSING DELIVERIES.
AT THE CLOSING,
SUBJECT TO AND ON THE TERMS AND CONDITIONS SET FORTH IN THIS AGREEMENT: (A) THE
BUYER SHALL DELIVER TO THE COMPANY OR SELLER SHAREHOLDERS, AS APPROPRIATE, EACH
OF THE DOCUMENTS REQUIRED TO BE DELIVERED BY THE BUYER PURSUANT TO SECTION 5.2
THAT HAS
2
NOT BEEN DELIVERED PRIOR TO THE CLOSING DATE; AND (B) THE COMPANY AND THE SELLER
SHAREHOLDERS SHALL DELIVER TO THE BUYER EACH OF THE DOCUMENTS REQUIRED TO BE
DELIVERED BY SUCH PARTIES PURSUANT TO SECTION 5.1 THAT HAS NOT BEEN DELIVERED
PRIOR TO THE CLOSING DATE.
1.3
Working Capital Adjustment.
(A)
NOT MORE THAN FIVE (5) BUSINESS DAYS, BUT
AT LEAST ONE (1) BUSINESS DAY, PRIOR TO THE CLOSING DATE, THE SELLER
SHAREHOLDERS SHALL IN GOOD FAITH CAUSE TO BE PREPARED A BALANCE SHEET OF THE
COMPANY AS OF THE CLOSING DATE, IN FORM AND SUBSTANCE REASONABLY SATISFACTORY TO
BUYER (THE "CLOSING DATE BALANCE SHEET"), WHICH SHALL BE PREPARED IN A MANNER
CONSISTENT WITH THE LATEST BALANCE SHEET AND SHALL INCLUDE A STATEMENT OF THE
AMOUNT OF WORKING CAPITAL WHICH IT ESTIMATES WILL EXIST AS OF THE CLOSE OF
BUSINESS ON THE DAY IMMEDIATELY PRECEDING THE CLOSING DATE DETERMINED FOR
ACCOUNTING AND TAX PURPOSES AS IF SUCH DATE WERE THE END OF THE FISCAL YEAR
TOGETHER WITH A REPRESENTATION THAT SUCH AMOUNT WAS DETERMINED IN ACCORDANCE
WITH GAAP (THE "ESTIMATED WORKING CAPITAL").
(B)
AS PROMPTLY AS PRACTICABLE, BUT NO LATER
THAN 60 DAYS FOLLOWING THE LAST DAY OF THE MONTH IN WHICH THE CLOSING DATE
FALLS, BUYER WILL CAUSE TO BE PREPARED AND DELIVERED TO THE SELLER SHAREHOLDERS
A CERTIFICATE SETTING FORTH BUYER'S CALCULATION OF EACH COMPONENT OF CLOSING
WORKING CAPITAL.
"CLOSING WORKING CAPITAL" MEANS THE WORKING CAPITAL AS OF THE
CLOSE OF BUSINESS ON THE DAY PRECEDING THE CLOSING DATE BE PREPARED IN
ACCORDANCE WITH GAAP.
BUYER WILL MAKE AVAILABLE TO THE SELLER SHAREHOLDERS AND
THEIR ACCOUNTANT ALL RECORDS AND WORK PAPERS USED IN PREPARING THE CALCULATION
OF CLOSING WORKING CAPITAL.
(C)
IF THE SELLER SHAREHOLDERS DISAGREE WITH
BUYER'S CALCULATION OF CLOSING WORKING CAPITAL DELIVERED PURSUANT TO
SECTION 1.3(B), THE SELLER SHAREHOLDERS MAY, WITHIN 10 DAYS AFTER DELIVERY OF
THE DOCUMENTS REFERRED TO IN SECTION 1.3(B), DELIVER A WRITTEN NOTICE (THE
"OBJECTION NOTICE") TO BUYER DISAGREEING WITH SUCH CALCULATION AND SETTING FORTH
THE SELLER SHAREHOLDERS' CALCULATION OF SUCH AMOUNT.
ANY SUCH OBJECTION NOTICE
SHALL SPECIFY THOSE ITEMS OR AMOUNTS AS TO WHICH THE SELLER SHAREHOLDERS
DISAGREE, AND THE SELLER