BUSINESS DAYS AFTER THE SATISFACTION OR WAIVER OF THE ACTIONS AT CLOSING
SPECIFIED IN SECTION 1.6 HEREOF, OR ON SUCH OTHER DATE AS AGREED TO IN WRITING
BY THE SELLER AND THE PURCHASER (THE "CLOSING DATE").
1.4.
DETERMINATION OF FINAL PURCHASE PRICE
(A)
WITHIN 120 DAYS AFTER THE CLOSING DATE, THE
PURCHASER WILL CAUSE THE COMPANY'S CURRENT AUDITORS TO PREPARE, AT THE COMPANY'S
COST AND EXPENSE, AN AUDITED ITEMIZED STATEMENT OF THE CLOSING WORKING CAPITAL
AND THE PURCHASER WILL DELIVER TO SELLER WITHIN 120 DAYS AFTER THE CLOSING DATE
A CERTIFICATE (THE "FINAL PURCHASE PRICE CERTIFICATE"), EXECUTED BY THE
PURCHASER, SETTING FORTH SUCH BALANCE SHEET AND ITEMIZED STATEMENT OF THE
CLOSING WORKING CAPITAL, AND A CALCULATION OF THE FINAL PURCHASE PRICE.
(B)
ALL ACCOUNTS RECEIVABLE OF THE COMPANY AND
THE SUBSIDIARY, INCLUDING THE CLOSING OVERDUE RECEIVABLES, THAT WERE INCLUDED IN
THE CALCULATION OF THE CLOSING WORKING CAPITAL SET FORTH IN THE ESTIMATED
CLOSING PURCHASE PRICE CERTIFICATE THAT HAVE NOT BEEN COLLECTED WITHIN THE 120
DAY PERIOD AFTER THE CLOSING (EXCEPT SUCH ACCOUNTS RECEIVABLE THAT SELLER AND
PURCHASER MAY AGREE IN WRITING WILL BE IMMINENTLY COLLECTED), SHALL BE PURCHASED
BY SELLER FROM THE COMPANY OR THE SUBSIDIARY ON THE 130TH DAY AFTER THE CLOSING
FOR CASH AT THE FACE VALUE OF SUCH ACCOUNTS RECEIVABLE LESS ANY SPECIFIC
RESERVES TAKEN FOR THOSE ACCOUNTS RECEIVABLES AND REFLECTED IN THE ESTIMATED
PURCHASE PRICE CERTIFICATE.
UPON PAYMENT OF SUCH CASH AMOUNTS BY SELLER TO THE
COMPANY OR THE SUBSIDIARY, AS APPLICABLE, THE PURCHASER SHALL SEE TO IT THAT THE
COMPANY OR SUBSIDIARY, AS APPLICABLE, SHALL NOTIFY EACH OTHER PARTY TO SUCH
ACCOUNTS RECEIVABLES THAT SELLER IS NOW THE HOLDER OF SUCH ACCOUNTS RECEIVABLE
AND ANY COLLECTION EFFORTS ARE TO BE DIRECTED TO AND BY SELLER.
DURING THE 120
DAY PERIOD AFTER THE CLOSING, PURCHASER SHALL SEE TO IT THAT THE COMPANY AND THE
SUBSIDIARY, AS APPLICABLE, USE COMMERCIALLY REASONABLE EFFORTS TO COLLECT THE
ACCOUNTS RECEIVABLE THAT WERE INCLUDED IN THE CALCULATION OF THE CLOSING WORKING
CAPITAL AND, TO THE EXTENT THE COMPANY COLLECTS ANY AMOUNTS ON ANY RECEIVABLE
DURING SUCH 120 DAY PERIOD, THE CURRENT ASSETS SET FORTH ON THE FINAL CLOSING
WORKING CAPITAL CERTIFICATE SHALL INCLUDE AN AMOUNT EQUAL TO THE LESSER OF
(I) THE AMOUNT ACTUALLY COLLECTED ON SUCH RECEIVABLE, AND (II) THE AMOUNT OF THE
SPECIFIC RESERVE TAKEN FOR SUCH RECEIVABLE.
(C)
IF THE SELLER DELIVERS WRITTEN NOTICE (THE
"DISPUTED ITEMS NOTICE") TO THE PURCHASER WITHIN 30 DAYS AFTER THE DATE OF THE
FINAL PURCHASE PRICE CERTIFICATE, STATING THAT THE SELLER OBJECTS TO ANY ITEMS
ON THE FINAL PURCHASE PRICE CERTIFICATE, SPECIFYING THE BASIS FOR SUCH OBJECTION
IN REASONABLE DETAIL AND SETTING FORTH THE SELLER PROPOSED MODIFICATIONS TO THE
FINAL PURCHASE PRICE CERTIFICATE, THE SELLER AND THE PURCHASER WILL ATTEMPT TO
RESOLVE AND FINALLY DETERMINE AND AGREE UPON THE FINAL PURCHASE PRICE AS
PROMPTLY AS PRACTICABLE.
(D)
IF THE SELLER AND THE PURCHASER ARE UNABLE
TO AGREE UPON THE FINAL PURCHASE PRICE WITHIN 30 DAYS AFTER DELIVERY OF THE
DISPUTED ITEMS NOTICE,