(I) A COPY OF THE
LETTER OF TRANSMITTAL, AND (II) INSTRUCTIONS AS TO HOW TO TENDER THEIR SHARES
FOR THEIR CLOSING PER SHARE MERGER CONSIDERATION.
(D)
AT THE CLOSING, PURCHASER SHALL DELIVER TO THE ESCROW AGENT
(I) THE INDEMNITY ESCROW DEPOSIT FOR DEPOSIT INTO THE INDEMNITY ESCROW UNDER THE
ESCROW AGREEMENT (THE "INDEMNITY ESCROW"); (II) THE COMPANY NWC DEPOSIT AND THE
PURCHASER NWC DEPOSIT FOR DEPOSIT INTO THE WORKING CAPITAL ESCROW UNDER THE
ESCROW AGREEMENT (THE "WORKING CAPITAL ESCROW"); AND (III) THE STATE TAX ESCROW
DEPOSIT FOR DEPOSIT INTO THE STATE TAX ESCROW UNDER THE ESCROW AGREEMENT (THE
"STATE TAX ESCROW").
ALL AMOUNTS DEPOSITED INTO THE INDEMNITY ESCROW, THE
WORKING CAPITAL ESCROW, AND THE STATE TAX ESCROW SHALL BE DISTRIBUTED AS
PROVIDED IN THIS AGREEMENT AND THE ESCROW AGREEMENT.
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(E)
AT THE CLOSING, PURCHASER SHALL DELIVER THE AGGREGATE BONUS
AMOUNT TO THE COMPANY AND THE COMPANY SHALL, IMMEDIATELY AFTER THE EFFECTIVE
TIME, PAY BONUSES TO THE PERSONS AND IN THE AMOUNTS SET FORTH ON
SCHEDULE 2.6(E) AND FUND THE 401(K) MATCH AMOUNT SET FORTH ON SCHEDULE 2.6(E).
(F)
AT THE CLOSING, PURCHASER SHALL PAY AN AMOUNT EQUAL TO ALL
INDEBTEDNESS OWED AS OF THE CLOSING DATE BY THE UC PARTIES TO BANK OF AMERICA,
N.A. AS SUCCESSOR TO LASALLE BUSINESS CREDIT, LLC.
(G)
AT THE CLOSING, PURCHASER SHALL PAY, IN EACH CASE UP TO THE
AMOUNT ACCRUED IN THE ESTIMATED NET WORKING CAPITAL, (I) THE PREMIUM FOR A TAIL
POLICY FOR DIRECTORS AND OFFICERS OF THE UC PARTIES, AND (II) TO HANCOCK, THE
ACCRUED MANAGEMENT FEES OWED TO IT.
2.7
CLOSING NET WORKING CAPITAL ADJUSTMENT.
AS SOON AS PRACTICABLE
AFTER THE CLOSING, BUT IN ANY EVENT WITHIN SIXTY (60) DAYS FOLLOWING THE CLOSING
DATE, PURCHASER SHALL PREPARE AT ITS EXPENSE, IN ACCORDANCE WITH GAAP AND ON A
BASIS CONSISTENT WITH THE UC PARTIES' PAST PRACTICE, A CONSOLIDATED BALANCE
SHEET FOR THE UC PARTIES AS OF THE CLOSING DATE AND ITS DETERMINATION OF THE
CLOSING NET WORKING CAPITAL ("PURCHASER'S CALCULATION") AND SHALL DELIVER IN
WRITING SUCH CLOSING DATE BALANCE SHEET AND PURCHASER'S CALCULATION TO THE
SHAREHOLDER REPRESENTATIVE (THE "ADJUSTMENT NOTICE").
THE ADJUSTMENT NOTICE
SHALL INCLUDE ALL SUPPORTING SCHEDULES, ANALYSES, WORKING PAPERS, AND OTHER
REASONABLY NECESSARY SUPPORTING DOCUMENTATION.
PURCHASER SHALL GIVE THE
SHAREHOLDER REPRESENTATIVE SUCH ASSISTANCE AND ACCESS TO THE FINANCIAL BOOKS AND
RECORDS, EMPLOYEES AND ADVISORS OF PURCHASER AND THE UC PARTIES AS THE
SHAREHOLDER REPRESENTATIVE MAY REASONABLY REQUEST IN ITS REVIEW OF THE
ADJUSTMENT NOTICE.
THE SHAREHOLDER REPRESENTATIVE SHALL HAVE THIRTY (30) DAYS
FROM RECEIPT OF THE ADJUSTMENT NOTICE TO NOTIFY PURCHASER IF THE SHAREHOLDER
REPRESENTATIVE DISPUTES THE PURCHASER'S CALCULATION (THE "DISPUTE NOTICE").
IF
THE SHAREHOLDER REPRESENTATIVE DOES NOT SEND A TIMELY DISPUTE NOTICE, THE
SHAREHOLDER REPRESENTATIVE WILL BE DEEMED TO HAVE ACCEPTED PURCHASER'S
CALCULATION AS THE CLOSING NET WORKING CAPITAL AND THE PURCHASER'S CALCULATION
SHALL BE FINAL AND BINDING ON ALL PARTIES.
IF THE SHAREHOLDER REPRESENTATIVE
SENDS A DISPUTE NOTICE, THE DISPUTE NOTICE SHALL SPECIFY THE SHAREHOLDER
REPRESENTATIVE'S DETERMINATION OF THE CLOSING NET WORKING CAPITAL, SHALL SPECIFY