SUBSTANTIALLY IN THE FORM OF THE SAMPLE CERTIFICATION CONTAINED IN
TREASURY REGULATIONS SECTION 1.1445-2(B)(2)(IV), CERTIFYING THAT EACH SUCH
SHAREHOLDER IS NOT A FOREIGN PERSON, (C) WITH RESPECT TO THE COMPANY, AN IRS
FORM 8023 (AND ANY COMPARABLE STATE OR LOCAL TAX FORM) REFLECTING A SECTION
338(H)(10) ELECTION FOR THE COMPANY DULY EXECUTED BY EACH SHAREHOLDER, AND (D)
SUCH OTHER INSTRUMENTS OF SALE, TRANSFER, CONVEYANCE AND ASSIGNMENT WITH RESPECT
TO THE SHARES AS THE BUYER AND ITS COUNSEL MAY REASONABLY REQUEST CONSISTENT
WITH THE TERMS OF THIS AGREEMENT AND IN ORDER FOR BUYER TO REALIZE THE FULL
BENEFIT OF THE TRANSACTIONS CONTEMPLATED HEREBY; AND (IV) THE BUYER WILL
EXECUTE, ACKNOWLEDGE (IF APPROPRIATE) AND DELIVER
TO THE SHAREHOLDERS (A) THE PURCHASE PRICE SPECIFIED IN §2(B) ABOVE AND (B) SUCH
OTHER INSTRUMENTS AS THE SHAREHOLDERS MAY REASONABLY REQUEST CONSISTENT WITH THE
TERMS OF THIS AGREEMENT AND IN ORDER FOR THE SHAREHOLDERS TO REALIZE THE FULL
BENEFIT OF THE TRANSACTIONS CONTEMPLATED HEREBY.
(E)
PURCHASE PRICE ALLOCATION FOR TAX PURPOSES. THE SHAREHOLDERS, THE
COMPANY AND THE BUYER AGREE TO ALLOCATE THE PURCHASE PRICE (WHICH, FOR PURPOSES
OF THIS §2(E) SHALL INCLUDE ALL AMOUNTS TREATED AS CONSIDERATION FOR FEDERAL
INCOME TAX PURPOSES) IN ACCORDANCE WITH THE FOLLOWING PROVISIONS OF THIS §2(E).
EXCEPT AS OTHERWISE REQUIRED PURSUANT TO A DETERMINATION UNDER SECTION 1313(A)
OF THE CODE (OR ANY SIMILAR PROVISION OF STATE OR LOCAL LEGAL REQUIREMENT), THE
SHAREHOLDERS, THE COMPANY AND BUYER SHALL ADOPT AND UTILIZE FOR ALL TAX PURPOSES
THE ASSET VALUES BASED UPON THE PROVISIONS OF EXHIBIT 2(E) FOR ALL CLASS I, II,
III, IV AND V ASSETS OF THE COMPANY AND ANY REMAINING AMOUNTS OF PURCHASE PRICE
SHALL BE ALLOCATED TOWARDS GOODWILL, INTANGIBLES AND OTHER CLASS VI AND VII
ASSETS (THE "REMAINING ALLOCATION"). SUBJECT TO THE FOREGOING, THE BUYER SHALL
BE PERMITTED TO ALLOCATE PORTIONS OF THE REMAINING ALLOCATION TOWARDS VARIOUS
CLASS VI AND VII ASSETS (THE "APPRAISED ASSETS") AS DETERMINED BY AN APPRAISER
SELECTED BY BUYER, PURSUANT TO AN APPRAISAL OF THE APPRAISED ASSETS CONDUCTED
AFTER THE CLOSING DATE. SUCH APPRAISAL OF THE APPRAISED ASSETS SHALL BE
PERFORMED IN ACCORDANCE WITH THE PROVISIONS OF SECTIONS 338(H)(10) AND 1060 OF
THE CODE, AND THE TREASURY REGULATIONS THEREUNDER, AND AT THE BUYER'S SOLE COST
AND EXPENSE. IN ANY TAX PROCEEDING, NONE OF THE SHAREHOLDERS, THE COMPANY OR THE
BUYER SHALL CONTEND OR REPRESENT THAT SUCH ALLOCATION IS NOT A CORRECT
ALLOCATION. REFERENCES HEREIN TO CLASS I, II, III, IV, V, VI AND VII ASSETS
SHALL BE DEFINED IN ACCORDANCE WITH THE "INSTRUCTIONS FOR FORM 8883" PUBLISHED
BY THE IRS.
(F)
WORKING CAPITAL ADJUSTMENT.
(I)
THE SHAREHOLDERS SHALL ESTIMATE IN GOOD FAITH THE COMPANY'S
WORKING CAPITAL IMMEDIATELY PRIOR TO THE CLOSING (THE "ESTIMATED CLOSING DATE
WORKING CAPITAL"). IN THE EVENT THE ESTIMATED CLOSING DATE WORKING CAPITAL IS
LESS THAN TARGET WORKING CAPITAL, THE PURCHASE PRICE TO BE PAID BY THE BUYER AT
THE CLOSING SHALL BE ADJUSTED DOWNWARDS BY THE AMOUNT OF SUCH DIFFERENCE (THE
"INITIAL WORKING CAPITAL ADJUSTMENT").
(II) FOLLOWING THE CLOSING DATE, BUYER