Common use of Accounts Receivable Adjustment Clause in Contracts

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as to the collectibility of the Company's accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) (the "Accounts Receivable"). Within one hundred eighty (180) calendar days after the Closing Date (the "A/R Collection Period"), Buyer shall prepare and deliver to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status of its collection of the Accounts Receivable for the A/R Collection Period. To the extent the Buyer has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall apply.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company haveBuyer shall be entitled, in Section 2.3(c) heretoits sole discretion, given representations to reassign and warranties as transfer to the collectibility Parent and/or any Seller any Accounts Receivable net of the Company's accounts receivable (less the allowance applicable reserve for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth accounts (as such reserve is reflected on the Company's Reference 2009 Balance Sheet (as defined Sheet) which have not been collected in Section 2.3) (the "Accounts Receivable"). Within full by one hundred eighty twenty (180120) calendar days after the Closing Date (the "A/R Collection Period"Uncollected Accounts Receivable”), Buyer and Parent and/or any such Seller shall prepare and deliver be required to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status of its collection of the accept any such Uncollected Accounts Receivable for which have been so reassigned and transferred, pursuant to and in accordance with the A/R Collection Periodterms hereof; provided, however, that Buyer may only exercise its right to reassign and transfer such Accounts Receivable to Parent and/or any Seller between the 120th and the 150th day after the Closing Date and thereafter shall not have such right and Parent and the Sellers shall not be required to accept and reacquire any Uncollected Accounts Receivable. To the extent that the Uncollected Accounts Receivable exceed an aggregate of $25,000 (the “AR Adjustment”), and certain of the Uncollected Accounts Receivable is actually reassigned to Parent and/or any Seller pursuant to this paragraph (d), the Purchase Price, as may have been adjusted pursuant to the terms of this Agreement, shall be immediately reduced by an amount equal to the AR Adjustment, and Buyer shall be immediately entitled to payment of such AR Adjustment from the Escrow pursuant to the terms hereof and the Escrow Agreement. Notwithstanding anything to the contrary, Parent and the Sellers shall not be obligated to reacquire any Uncollected Accounts Receivable if after the Closing Date, (i) Buyer did not attempt, in good faith, with the type of efforts and with such diligence at least comparable to its general collection processes to collect such Uncollected Accounts Receivable or (ii) Buyer has written off as uncollectible or settled in any way or manner any Uncollected Accounts Receivable, except for write-offs in the Ordinary Course of Business and consistent with past practice, and no such customers have been released in whole or in part by the Buyer from paying the full value of its obligations to Buyer and Buyer has not agreed to do so, or no such Uncollected Account Receivable has been subordinated or assigned by the Buyer and the Buyer has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required agreed to exercise any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applydo so.

Accounts Receivable Adjustment. During the one (a1) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as to the collectibility of the Company's accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth year period beginning on the Company's Reference Balance Sheet (as defined in Section 2.3) (the "Accounts Receivable"). Within one hundred eighty (180) calendar days after the Closing Date (Xxxxxx will use commercially reasonable efforts to collect Accounts Receivable and shall provide a quarterly report to Shareholder Representative of the "A/R Collection Period"), Buyer shall prepare and deliver to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status results of its collection of activities. In addition, during that one (1) year period Xxxxxx shall cause Company to issue invoices for Work in Process in accordance with the Accounts Receivable for the A/R Collection Period. To the extent the Buyer has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction applicable contract terms and in the Purchase Price. Notwithstanding anything hereinOrdinary Course of Business, neither Buyer nor either Company and shall be required to exercise any extraordinary use commercially reasonable efforts to collect the Work in Process Receivables. If the dollar amount of Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but Receivable and Work in Process on the Closing Date Balance Sheet minus the Accounts Receivable and Work in Process Receivables actually collected by Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion during the one (1) year period beginning on the Closing Date exceeds a basket amount of payment One Hundred Thousand Dollars ($100,000.00) (the “Receivables Basket”) then the principal amount of the entire A/R Shortfall First Promissory Note shall be reduced dollar for dollar by the Principal Stockholders amount of the excess over the Receivables Basket (such subtracted principal to Buyer as set forth herein be allocated proportionately among all holders of the First Promissory Note (subject or their assignees) in accordance with their relative share of the principal amount of such First Promissory Note) and payments under the First Promissory Note shall be re-amortized accordingly effective with the first anniversary of the Closing Date. Following any adjustment pursuant to this Section 1.8(b)), Buyer promptly 2.3.2 Xxxxxx shall return cause Company to assign to Shareholder Representative for the benefit of Seller all uncollected Accounts Receivable and Work in Process Receivables for collection action by Shareholder Representative for the benefit of Seller ("A/R Balance") the ownership of such uncollected Accounts Receivable and Work in Process Receivables to be allocated proportionately among all Party Shareholders and Non-Party Shareholders in accordance with their percentage ownership in the Seller). For U.S. federal, state and local income tax purposes, the parties agree that the value of any such uncollected Accounts Receivable and Work in Process Receivables that shall be transferred to Shareholder Representative pursuant to this Section 2.3.2 shall have a fair market value of $0.00, to the Principal Stockholders (the "A/R Turnover")maximum extent allowable under applicable law, and the parties shall file their tax returns consistent with such agreement.. After such assignment neither Xxxxxx nor Company shall have any amounts received by Buyer on obligation to attempt to collect any such returned assigned Accounts Receivable or Work in Process Receivables, but should any such amount be paid to either Xxxxxx or Company then Xxxxxx shall pay to Shareholder Representative for the benefit of Seller any such amount that is thereafter collected by it or Company (with such payment not being considered a purchase price adjustment, but rather such payment shall promptly be remitted treated as the remittance to the Stockholder's Shareholder Representative of funds that are beneficially owned by Seller as a result of the previous assignment of the uncollected Accounts Receivable and Work in Process Receivables to the Shareholder Representative for further distribution the benefit of Seller). By agreeing to the Stockholders. After expiration of the A/R Collection Period perform services and completion of A/R Turnover, Buyer will not interfere, burden or delay any make efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders Accounts Receivable or Work in Process Receivables neither Xxxxxx nor Company shall be deemed in good faith, commercially reasonable and consistent with any manner to guarantee the Company's past practices collection of Accounts Receivable or Work in Process Receivables and shall not damage be liable for any relationship between the Company and its clients outside costs of collection such as collection agencies or customerslegal fees. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover The adjustment set forth in this Section 2.3.2 shall be applied the sole adjustment with respect to Accounts Receivable and/or Work in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applyProcess Receivables.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company haveSeller shall deliver to Buyer, in Section 2.3(cnot later than three (3) hereto, given representations and warranties as Business Days prior to the collectibility Primary Closing Date, a good faith estimate of (i) SBG billed accounts receivable in respect of the Company's Applicable Purchased Assets transferred as of such Primary Closing Date (the “Primary Closing Accounts Receivable Estimated Statement”) as of the close of business on the day immediately preceding the Primary Closing Date. Such estimate shall be signed by the chief financial officer or other authorized officer of Seller, who shall certify that such estimate was prepared in good faith in accordance with GAAP and from the books and records of Seller. If the aggregate SBG billed accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) as set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) Primary Closing Accounts Receivable Estimated Statement (the "“Primary Closing Estimated Accounts Receivable"). Within one hundred eighty ”) is equal to or exceeds the product of (180x) calendar days after a percentage equal to a fraction the numerator of which is equal to the aggregate revenue of SBG attributable to the SBG customers that are being transferred on the Primary Closing Date and the denominator of which is equal to the aggregate revenue of SBG as a whole, both as reflected on Schedule A and (y) the Aggregate Target Accounts Receivable (the "A/R Collection Period"), Buyer shall prepare and deliver to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status of its collection of the “Primary Target Accounts Receivable for the A/R Collection Period. To the extent the Buyer has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"Receivable”), the total amount of such A/R Shortfall Applicable Cash Purchase Price payable by Buyer on the Primary Closing Date shall constitute a reduction in not be adjusted. If the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect Primary Target Accounts Receivable exceeds the Primary Closing Estimated Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received Applicable Cash Purchase Price payable by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders Primary Closing Date shall be reduced by an amount equal to such excess (the “Primary Closing Adjustment Amount”). During the period between the date hereof and the Primary Closing Date, Seller shall xxxx the customers of SBG only in good faith, commercially reasonable and the ordinary course of business consistent with the Company's its past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applybilling practices.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as Buyer shall make reasonable efforts to the collectibility of the Company's collect all accounts receivable (less the allowance for doubtful accounts, which includes a writeoff not net of an employee receivable in the amount of $34,000reserves) set forth appearing on the Company's Reference Closing Balance Sheet (as defined in Section 2.3) (the "Accounts Receivable"). Within one hundred eighty (180) by the end of the third full calendar days after month following the Closing Date (the "A/R Collection PeriodAccounts Receivable Adjustment Date"). Promptly following the Accounts Receivable Adjustment Date, Buyer shall prepare determine whether and deliver the extent to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status which payment of its collection any of the Accounts Receivable for has been actually received by Buyer, and shall furnish to Seller an accounting of all unpaid Accounts Receivable, showing the A/R Collection Period. To the extent the Buyer has not collected any portion amount of each such Account Receivable that remains unpaid as of the Accounts Receivable at the end of Adjustment Date. Buyer shall promptly assign to Seller all such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect the unpaid Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but and the Company and Buyer Purchase Price shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion be decreased by the amount of payment unpaid Accounts Receivable as of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover")Adjustment Date, and less any amounts payments received by Buyer on with respect to such returned Accounts Receivable thereafter shall promptly be remitted to since the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period Accounts Receivable Adjustment Date, and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts increased by the Principal Stockholders to collect amount of reserves for doubtful accounts included in the A/R BalanceClosing Balance Sheet. Promptly thereafter, provided that any such collection efforts by Seller shall pay Buyer the Principal Stockholders net Purchase Price reduction, or Buyer shall be in good faithpay Seller the net Purchase Price increase, commercially reasonable and consistent with as the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts firstcase may be(1). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall apply.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as Notwithstanding anything herein ------------------------------ to the collectibility contrary, and in addition to any other adjustments set forth in this Agreement, the Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the Company's gross notes and accounts receivable (less of the allowance for doubtful accounts, which includes a writeoff Seller in existence as of an employee receivable the Closing included in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) Acquired Assets (the "Accounts Receivable"). Within one hundred eighty , ------------------- which are uncollected by the Purchaser (180the "Uncollected Receivables Amount") calendar days after as ------------------------------ of the 115th day following the Closing Date (the "A/R Collection PeriodReceivables Determination ------------------------- Date"); provided, Buyer however, that the Uncollected Receivables Amount shall prepare and deliver be ---- -------- ------- reduced by any amount accrued or reserved against the Net Asset Value for doubtful accounts. If there is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Principal Stockholders a certificate Purchaser, within two (2) Business Days after the "A/R Certificate") setting forth Receivables Determination Date, the final status amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. The Purchaser will attempt to collect the Accounts Receivable in the Ordinary Course of Business (i.e., the Purchaser will use the same level of diligence in its collection efforts after the Closing as the Seller used prior to the Closing). The Purchaser shall not be required to take any action out of the Ordinary Course of Business to collect any of the Accounts Receivable for (i.e., the A/R Collection PeriodPurchaser will not be required to use a level of diligence in its collection efforts after the Closing in excess of that of the Seller prior to the Closing). To the extent that the Buyer Purchaser has not collected any portion the full amount of the Accounts Receivable at and the end of such period (the "A/R Shortfall"Purchaser has been compensated therefor in accordance with this Section 2.3(d), the total amount of Purchaser shall assign any such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (Seller. At the "A/R Turnover")request of the Seller, and any amounts received by Buyer on such returned Accounts Receivable thereafter the Purchaser shall promptly be remitted inform the Seller as to the Stockholder's Representative for further distribution to collection status of all Accounts Receivables and the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any collection efforts employed by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applyPurchaser.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders Notwithstanding anything herein ------------------------------ to the contrary, and in addition to any other adjustments set forth in this Agreement, the Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable of the Company have, in Section 2.3(c) hereto, given representations and warranties existence as to the collectibility of the Company's accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) Closing (the "Accounts Receivable"). Within one hundred eighty , which are uncollected by the Company ------------------- (180the "Uncollected Receivables Amount") calendar days after as of the 120th day following the Closing ------------------------------ Date (the "A/R Collection PeriodReceivables Determination Date"). "Accounts Receivable Write-offs" ------------------------------ ------------------------------ shall mean any accounts receivable of the Company which the Company has written off and which are not reflected on the Company balance sheet dated as of January 9, 1998. If there is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount less any payment the ---- Company has received which is specifically designated as payment of an Accounts Receivable Write-off (such difference, the "Uncollected Receivables Net --------------------------- Amount"), Buyer from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the Uncollected Receivables Net Amount is less than zero, the Purchaser shall prepare not be obligated to make any payments and deliver shall be entitled to keep amount by which the payments received on Accounts Receivable Write-offs exceeds the Uncollected Receivables Amount. If the amount then left in the Holdback is less than the amount of the Uncollected Receivables Net Amount, a Representative shall pay to the Principal Stockholders Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Net Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Company with respect to the Accounts Receivable, (i) in the absence of a certificate bona fide dispute between an account debtor and the Company regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the "A/R Certificate") setting forth case of a dispute between the final status Company and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Company shall not be required to bring any suit or take any other action out of its collection the Ordinary Course of Business to collect any of the Accounts Receivable. To the extent that the Company has not collected the full amount of the Accounts Receivable for and the A/R Collection Period. To the extent the Buyer Purchaser has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall")been compensated therefor in accordance with this Section, the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise assign any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all such uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applySellers.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and In addition to any other ------------------------------ adjustments set forth in this Agreement, the Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the accounts receivable of the Company havetaken into account in determining Actual Net Equity (net of any aggregate amount accrued for doubtful accounts in accordance with GAAP and net of any applicable credits for sales tax and returns of items consistent with past custom and practice, but in Section 2.3(c) heretoeach case, given representations and warranties as to the collectibility of the Company's accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable extent such allowances and credits are taken into account as deductions in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3determining Actual Net Equity) (the "Net Accounts Receivable"). Within one hundred eighty , which are uncollected by the Company or its ----------------------- Subsidiaries (180the "Uncollected Receivables Amount") calendar days after as of the 120th day ------------------------------ following the Closing Date (the "A/R Collection PeriodReceivables Determination Date"). If there is ------------------------------ an Uncollected Receivables Amount, Buyer the Purchaser shall prepare and deliver be entitled to receive the Uncollected Receivables Amount from the Escrow Account within two (2) business days after the Receivables Determination Date; provided, however, that -------- ------- if the amount then left in the Escrow Account is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Principal Stockholders a certificate Purchaser, within two (2) business days after the "A/R Certificate") setting forth Receivables Determination Date, the final status amount by which the Escrow Account is less than Uncollected Receivables Amount by wire transfer or delivery of its collection other immediately available funds. If the amounts collected in respect of the Net Accounts Receivable for exceeds the A/R Collection Period. To amount of Net Accounts Receivable, then the extent Purchaser shall pay to the Buyer has not collected any portion of Seller, within two business days after the Accounts Receivable at the end determination of such period (the "A/R Shortfall")amount, the total amount of any such A/R Shortfall shall constitute a reduction in the Purchase Priceexcess by wire transfer or delivery of other immediately available funds. Notwithstanding anything herein, neither Buyer nor either The Company shall not be required to exercise retain a collection agency, bring any extraordinary efforts suit, or take any other action out of the Ordinary Course of Business to collect any of the Net Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but ; provided that the Company and Buyer shall utilize commercially reasonable collection use efforts consistent equal to those it then employs with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") respect to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration collection of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and accounts receivable consistent with the Company's practices prior to the Closing to collect such Net Accounts Receivable, and it shall not, without the written consent of the Shareholder, compromise, forgive, delay the time for collection or otherwise lessen any other obligation with respect to the Net Accounts Receivable, except where to do so would be consistent with past practices and shall would not damage any relationship between involve in excess of 10% of the amount then outstanding for the account in question. To the extent that the Company and its clients or customers. Unless a customer specifies otherwise, payments has not collected the full amount of the Net Accounts Receivable and the Purchaser has been compensated therefor in accordance with this Section, the Company shall (i) assign any such uncollected Net Accounts Receivable to the Seller, (ii) reasonably assist in the collection of such Net Accounts Receivables, (iii) give the Seller any records or other written, electronic or other data used in connection with its efforts to collect such Net Accounts Receivable, and (iv) shall immediately remit to the Seller any amounts received by and in respect of any Net Accounts Receivable following the time of the assignment of such uncollected Net Accounts Receivable. For the purpose of determining amounts collected by the Company from customers after with respect to the A/R Turnover Net Accounts Receivable, (i) if an account debtor specifies that a payment should be applied to a particular invoice, such payment shall be applied to Accounts Receivable in order of origination such invoice and (ii) if an account debtor does not specify to which invoice payment should be applied, such payment shall be applied to the oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applyoutstanding invoice due from that account debtor.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and Contemporaneously with the Company have, in Section 2.3(c) hereto, given representations and warranties as to the collectibility delivery of the Company's accounts receivable (less Closing Statement, Buyer shall deliver to Sellers a detailed listing of the allowance for doubtful accounts, which includes a writeoff of an employee receivable Accounts Receivable included in the amount Net Working Capital Amount as they exist as of $34,000) set forth on the Company's Reference Balance Sheet (Closing Date. Such listing of Accounts Receivable, including any adjustments to such listing as defined in may result from the final determination of the Net Working Capital Amount pursuant to Section 2.3) (1.5.3.1 above, is referred to as the "Accounts Receivable"). Within one hundred eighty LISTED ACCOUNTS RECEIVABLE." For a period of twelve (18012) calendar days after months following the Closing Date (the "A/R Collection PeriodCOLLECTION PERIOD"), Buyer shall prepare use its commercially reasonable efforts, consistent with Buyer's collection policies and procedures, to collect the Listed Accounts Receivable. Within thirty (30) days following the expiration of the Collection Period, Buyer shall deliver to Sellers a detailed listing of the Principal Stockholders a certificate Listed Accounts Receivable not collected during the Collection Period (the "A/R CertificateUNCOLLECTED ACCOUNTS") setting forth ). In the final status of its collection event the amount of the Uncollected Accounts Receivable is less than the reserve for the A/R Collection Period. To the extent the Buyer has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable included in the Net Working Capital Amount, Buyer shall pay such difference to Sellers within five ("A/R Balance"5) to days following the Principal Stockholders (delivery of the "A/R Turnover"), and any amounts received by Buyer on such returned listing of Uncollected Accounts. In the event the amount of the Uncollected Accounts is greater than the reserve for uncollected Accounts Receivable thereafter included in the Net Working Capital Amount, Sellers shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any pay such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full difference to Buyer within five (5) business days after following the delivery of the A/R Certificate listing of Uncollected Accounts. The Uncollected Accounts shall be considered Excluded Assets for all purposes, and, unless waived by Sellers in writing, Buyer shall execute and deliver to Seller all instruments as shall be reasonably requested by Sellers to legally and effectively vest in Sellers all of the right, title and interest of Buyer with respect to all Uncollected Accounts. Buyer's rights with respect to the Principal Stockholders. If Uncollected Accounts contained in this Section 1.5.4 shall be Buyer's exclusive remedy with respect to the parties disagree on collectability, or lack thereof, of the A/R CertificateAccounts Receivable and, notwithstanding any provision of this Agreement to the provisions contrary, Buyer shall not be entitled to indemnification for any Losses arising out of Section 1.8(b) below shall applyor relating to the collectability, or lack thereof, of the Accounts Receivable or the sufficiency of the Sellers' allowance or reserve for doubtful accounts.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as Notwithstanding anything ------------------------------ herein to the collectibility contrary, and in addition to any other adjustments set forth in this Agreement, the Cash Portion will be reduced dollar-for-dollar by the aggregate amount of the Company's net notes and accounts receivable (less of the allowance for doubtful accounts, which includes a writeoff Seller in existence as of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) Closing (the "Accounts Receivable"). Within one hundred eighty , which are uncollected ------------------- by the Purchaser (180the "Uncollected Receivables Amount") calendar days after as of the 90th day ------------------------------ following the Closing Date (the "A/R Collection PeriodReceivables Determination Date"). If there ------------------------------ is an Uncollected Receivables Amount, Buyer the Purchaser shall prepare and deliver be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Principal Stockholders Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Purchaser with respect to the Accounts Receivable, (i) in the absence of a certificate bona fide dispute between an account debtor and the Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the "A/R Certificate") setting forth case of a dispute between the final status Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Purchaser shall not be required to take any action out of its collection the ordinary course of business to collect any of the Accounts Receivable. To the extent that the Purchaser has not collected the full amount of the Accounts Receivable for and the A/R Collection Period. To the extent the Buyer Purchaser has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall")been compensated therefor in accordance with this Section, the total amount of Purchaser shall assign any such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applySeller.

Accounts Receivable Adjustment. The Buyer shall use commercially reasonable efforts to collect the Accounts Receivable after Closing; provided, however, that commercially reasonable efforts shall not include either the suspension of further services to existing customers or the commencement of legal action or any other proceeding to collect any such account except as set forth below. Notwithstanding the foregoing, the Buyer shall provide the Seller, on the tenth business day of each of the six (a6) Adjustmentcalendar months after Closing, with a report detailing outstanding Accounts Receivable. The Principal Stockholders and Buyer shall also provide the Seller with prompt notice upon becoming aware that any customer of the Company havehas filed or plans to file for bankruptcy, or receiving notice that any customer is refusing to pay, or asserting a right to make a set-off against, any Account Receivable. Upon the Seller’s request, the Buyer shall, at the sole cost and expense of the Seller and for the account of the Seller (A) file protective liens in Section 2.3(c) heretorespect of any such Accounts Receivable as directed by the Seller, given representations and warranties as to the collectibility extent that such protective liens are lawful and timely, and (B) commence legal action in respect thereof and pursue the same in the name and for the account of the Company's accounts receivable (less Seller as reasonably directed by the allowance Seller. The Seller shall indemnify the Buyer for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth any liability imposed on the Company's Reference Balance Sheet (Buyer as defined a consequence of its compliance with instructions from the Seller as contemplated by the preceding sentence. To the extent only those Accounts Receivable are not collected in Section 2.3) (the "Accounts Receivable"). Within full within one hundred eighty (180) calendar days after the Closing Date Date, the Buyer shall be entitled to a reduction of the then-outstanding principal balance of the Note in the amount of such uncollected amount (the "“Uncollected A/R Collection Period"R”), Buyer shall prepare and deliver such amount not to the Principal Stockholders a certificate exceed $500,000 (the "A/R Certificate") setting forth the final status of its collection of the Accounts Receivable for the A/R Collection Period“Adjustment Cap”). To the extent the Buyer has not collected any portion of the Accounts Receivable at the end of such period (the "Uncollected A/R Shortfall")exceeds the balance of the Note, the total Buyer shall be entitled to a reduction of the then-outstanding principal balance of the Note until such balance equals $0.00, and the Seller shall pay to the Buyer the amount of such by which the Uncollected A/R Shortfall exceeds such balance of the Note, subject always to the Adjustment Cap, within thirty (30) days of delivery of Buyer’s written request for the same. If the Seller reimburses the Buyer for any Uncollected A/R, or if the Note is reduced in lieu of reimbursement, the Buyer shall constitute a reduction assign all of its right, title and interest in and to all such Uncollected A/R to the Purchase PriceSeller. Notwithstanding anything herein, neither The Buyer nor either Company agrees to make itself available for discussion regarding any Uncollected A/R assigned to the Seller to assist the Seller in its own collection efforts in connection therewith. The Seller shall be required entitled to exercise any extraordinary efforts pursue all lawful means to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire Uncollected A/R Shortfall assigned to it by the Principal Stockholders Buyer pursuant to Buyer as set forth herein this subparagraph (subject to Section 1.8(biv)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall apply.

Accounts Receivable Adjustment. Within ten (10) days of the later of (i) the date of the final determination of the Final Working Capital Schedule or (ii) the date one (1) year after the Closing Date (such later date, the “Adjustment Date”), the PRGX Parties shall calculate and determine (a) Adjustment. The Principal Stockholders and the Company haveaggregate amount, in Section 2.3(c) heretoif any, given representations and warranties as to the collectibility of the Company's unpaid balance, as of the Adjustment Date, of all accounts receivable (whether billed or unbilled but less applicable reserves) which were included as a part of the allowance for doubtful accountscurrent assets on the Final Working Capital Schedule (the “Uncollected Accounts Receivable”) and (b) the aggregate amount, which includes a writeoff if any, of an employee payments received by the PRGX Parties on account of the accounts receivable in (whether billed or unbilled) included as part of the current assets on the Final Working Capital Schedule that exceeded the amount of $34,000(less applicable reserves) set forth on the Company's Reference Balance Sheet Final Working Capital Schedule for such accounts receivable (as defined in Section 2.3i.e., the PRGX Parties receive payment on amounts reserved on the Final Working Capital Schedule for accounts receivable (whether billed or unbilled)) (the "“Surplus Accounts Receivable"”). Within one hundred eighty (180) calendar days after the Closing Date (the "A/R Collection Period"), Buyer shall The PRGX Parties will prepare and deliver to the Principal Stockholders Shareholders a certificate preliminary calculation (including reasonable detail thereof) of the amounts, if any, of the Uncollected Accounts Receivable or Surplus Accounts Receivable as of the Adjustment Date (the "A/R Certificate"“Adjustment Calculation”). Upon Shareholder’s receipt of the Adjustment Calculation, the procedures set forth in Sections 2.3(e) setting forth and 2.3(f) (unless the context otherwise requires) shall apply to reach a final determination of the Adjustment Calculation. Within ten (10) days of the final status determination of its the Adjustment Calculation pursuant to the preceding sentence, the Shareholders shall pay the PRGX Parties the amount (net of any reduction in the amount of the deferred Tax liability set forth on the Final Working Capital Schedule due to the uncollected accounts receivable) of the Uncollected Accounts Receivable, if any, and the PRGX Parties shall pay the Shareholders the amount (net of any Tax liabilities not taken into account in the deferred Tax liability set forth on the Final Working Capital Schedule with respect to collection of such accounts receivable) of the Surplus Accounts Receivable, if any. The amounts payable as Uncollected Accounts Receivable, on one hand, and the Surplus Accounts Receivable, on the other hand, may be netted against one another, as applicable. For purposes of determining the Uncollected Accounts Receivable and Surplus Accounts Payable hereunder, to the extent that a PRGX Party receives a payment for an account receivable after the A/R Collection PeriodClosing Date which can be specifically identified to a particular invoice, such payment shall be allocated to that particular invoice; in all other cases, PRGX LLC shall contact the applicable account debtor and apply the payment as directed by the account debtor. No Party shall encourage an account debtor to designate payment to any specific invoice. To the extent a PRGX Party receives a payment for a specifically identifiable account receivable after the Buyer has not collected any portion Adjustment Date which would have had the effect of (i) decreasing the amount of the Uncollected Accounts Receivable at or (ii) increasing the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect the Surplus Accounts Receivable, including without limitation litigation such PRGX Party shall promptly forward such payment (net of any income Tax liabilities not taken into account on the Final Working Capital Schedule or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders adjustments thereto pursuant to Buyer as set forth herein (subject to this Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance"2.6) to the Principal Stockholders Shareholders. Any payment required under this Section 2.6 shall be made in cash by the wire transfer of immediately available funds to such bank account(s) as shall be designated in writing by the recipient at least three (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted 3) Business Days prior to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applyapplicable payment date.

Accounts Receivable Adjustment. (a) AdjustmentAfter Closing, Buyer shall use commercially reasonable efforts (consistent with the efforts historically used by Buyer prior to Closing) to collect the Closing Accounts Receivable. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as Buyer shall apply collections from each customer to the collectibility earliest open receivable due from that customer, unless otherwise specified by the customer or unless the payment clearly applies to a specific invoice. Buyer shall maintain complete records of all customer payments received by the Company's accounts receivable Buyer and customer credits issued by the Buyer from the Closing Date until such time as all Closing Accounts Receivable have been collected (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) (the "“Collected Accounts Receivable"”). Within one hundred eighty , or remain uncollected and have been determined to be ninety (18090) calendar days past due (“Uncollected Accounts Receivable”)(provided that any such nonpayment is not attributable to Buyer’s failure to perform under a Seller Contract assumed by Buyer after the Closing Date Date), at which time Buyer shall deliver to Seller copies of such records (which records shall show the individual amounts of such payments and credits that were applied to the Closing Accounts Receivable), together with a statement (the "A/R Collection Period"), Buyer shall prepare and deliver “Accounts Receivable Statement”) as to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status of its collection which of the Closing Accounts Receivable for the A/R Collection Period. To the extent the Buyer has not collected any portion of the were Collected Accounts Receivable at and which were Uncollected Accounts Receivable. Seller shall notify Buyer of any objections to such Accounts Receivable Statement within ten (10) business days after Seller receives such documents. If Seller does not notify Buyer of any objections by the end of such period (10-day period, then the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in Collected Accounts Receivable and Uncollected Accounts Receivable shown on the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company Accounts Receivable Statement shall be required to exercise considered final on the last day of such 10-day period. If Seller does notify Buyer of any extraordinary efforts to collect objections by the Accounts Receivableend of such 10-day period, including without limitation litigation or other similar extraordinary actions, but the Company and Seller and Buyer are unable to resolve their differences within fifteen (15) calendar days thereafter, then the disputed amounts shall utilize commercially reasonable collection efforts consistent be submitted to an independent public accounting firm selected by Buyer and Seller (“Arbiter”) for resolution, with past practices. Upon completion of payment of the entire A/R Shortfall costs thereof paid 50% by Seller and 50% by Buyer, and the Principal Stockholders Arbiter shall be instructed to deliver a final Accounts Receivable Statement to Seller and Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applysoon as possible.

Accounts Receivable Adjustment. Within 90 days after the Closing, Buyer will deliver to Seller a statement (a“Buyer’s Statement”) Adjustmentshowing Buyer’s calculation of those Accounts Receivable which Buyer has determined to be uncollectible due to errors in the invoice or deficiencies in the services provided, together with a calculation of what the Accounts Receivable in the Working Capital pursuant to Section 1.6 would have been if calculated taking into account the uncollectible Accounts Receivable (the “Adjusted Accounts Receivable”). The Principal Stockholders In the event that Seller objects to Buyer’s Statement, then Seller shall transmit such objection to Buyer within ten business days of receipt of Buyer’s Statement. Such objection shall be in a writing setting forth in reasonable detail the objection and the Company have, in Section 2.3(c) hereto, given representations and warranties as to basis therefor. In the collectibility of event no objection is made within such period then Buyer’s Statement shall be binding upon both parties. In the Company's accounts receivable (event that the Buyer’s Statement shows the Adjusted Accounts Receivable are less than the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth Accounts Receivable on the Company's Reference Balance Sheet Seller’s Statement (as defined in Section 2.3) (1.6), then the "Escrow Agent shall disburse to Buyer that portion of the Escrow Amount equal to the difference between the Adjusted Accounts Receivable"). Within one hundred eighty (180) calendar Receivable and the Accounts Receivable on Seller’s Statement, and shall disburse any remaining amount in the Escrow to Seller within 10 days after the Closing Date (amount due is calculated. In the "A/R Collection Period")event that the Escrow Amount is not sufficient to fully cover the amount owed to Buyer, then Seller shall pay any shortfall to Buyer shall prepare and deliver to within 10 days after the Principal Stockholders a certificate (amount due is calculated. In the "A/R Certificate") setting forth event that the final status of its collection of Adjusted Accounts Receivable exceeds the Accounts Receivable for on Seller’s Statement, then the A/R Collection PeriodEscrow Agent shall pay all of the Escrow Amount to Seller within 10 days after the amount due is calculated. To In the extent event that Seller timely objects to Buyer’s Statement, then the Buyer has not collected any Escrow Agent shall only retain that portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") Escrow Amount which is equal to the Principal Stockholders (the "A/R Turnover"), amount in dispute and any all other amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer the applicable parties within five (5) business 10 days after delivery of the A/R Certificate amount due is calculated. Such disputed amount shall be held by the Escrow Agent until both parties have resolved their differences and agreed to the Principal Stockholders. If Adjusted Accounts Receivable pursuant to the parties disagree on the A/R Certificate, the provisions of process described in Section 1.8(b) below shall apply1.7.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as Notwithstanding anything herein ------------------------------ to the collectibility contrary, and in addition to any other adjustments set forth in this Agreement, the Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable of the Company's accounts receivable (less , calculated on a consolidated basis, in existence as of the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) Closing (the "Accounts Receivable"). Within one hundred eighty , -------------------- which are uncollected by the Company or its Subsidiaries (180the "Uncollected ----------- Receivables Amount") calendar days after as of the 120th day following the Closing Date (the ----------------- "A/R Collection PeriodReceivables Determination Date"). If there is an Uncollected Receivables ------------------------------ Amount, Buyer the Purchaser shall prepare and deliver be entitled to receive the Uncollected Receivables Amount from the Escrow Account within two (2) business days after the Receivables Determination Date; provided, however, that if the amount then left in the Escrow Account is less than the amount of the Uncollected Receivables Amount, the Representative shall pay to the Principal Stockholders Purchaser, within two (2) business days after the Receivables Determination Date, the amount by which the Escrow Account is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. The Company shall not be required to retain a certificate (collection agency, bring any suit, or take any other action out of the "A/R Certificate") setting forth ordinary course of business to collect any of the final status of its collection Accounts Receivable. To the extent that the Company has not collected the full amount of the Accounts Receivable for and the A/R Collection Period. To the extent the Buyer Purchaser has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall")been compensated therefor in accordance with this Section, the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise assign any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all such uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applySellers.

Accounts Receivable Adjustment. Purchaser shall use commercially reasonable efforts to collect the Accounts Receivable for the six (a6) Adjustmentperiod immediately following the Closing Date. The Principal Stockholders and On the Company have, in Section 2.3(cdate that is six (6) hereto, given representations and warranties as to the collectibility of the Company's accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) (the "Accounts Receivable"). Within one hundred eighty (180) calendar days months after the Closing Date (the "A/R Collection Period"or as soon as is practicable thereafter), Buyer Purchaser shall prepare and deliver to the Principal Stockholders a certificate Seller an initial report (the "A/R CertificateInitial Report") setting forth the final status of its collection amount of the Accounts Receivable for that have not been collected by Purchaser (the A/R Collection Period"AR Shortfall"). To Seller shall have ten (10) Business Days from the receipt of the Initial Report to review the same. For the purpose of such review, the Purchaser agrees to permit, or to cause Purchaser's accountant to permit, the Seller and its accountants access to examine all invoices, records, working papers, schedules and other documentation related to the Accounts Receivable. In the event of any discrepancy of the AR Shortfall set forth on the Initial Report, the Seller may dispute such discrepancy and Purchaser and Seller agree to work diligently to resolve such discrepancy within ten (10) Business Days of the date Seller asserts such discrepancy. Upon resolution of any discrepancies, Purchaser shall circulate a revised report (the "Final Report") setting forth the AR Shortfall which reflects the resolution of all discrepancies. If Seller does not dispute the Initial Report, the Initial Report shall be deemed to be the Final Report. Seller shall refund to Purchaser the amount of such AR Shortfall by causing an amount equal to the AR Shortfall to be disbursed from the Escrow Amount in accordance with the Escrow Agreement, and to the extent the Buyer has not collected any Escrow Amount is insufficient to cover such amount, Seller shall make a payment in immediately available funds to Purchaser for the unpaid portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R AR Shortfall shall constitute a reduction in the Purchase Priceamount. Notwithstanding anything to the contrary contained herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment calculation of the entire A/R AR Shortfall by shall exclude any uncollected Accounts Receivable which were taken into consideration in the Principal Stockholders to Buyer calculation of the Closing Balance Sheet (as set forth herein (subject to Section 1.8(bhereinafter defined)), Buyer promptly . Purchaser shall return to Seller all uncollected Accounts Receivable ("A/R Balance") to which comprise the Principal Stockholders AR Shortfall or which are taken into consideration in the calculation of the Closing Balance Sheet (the "A/R TurnoverReturned AR"). Seller shall then have the right to collect all of any unpaid, and or the unpaid portion of, any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted for which Seller has refunded to Purchaser the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applyAR Shortfall.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders Notwithstanding anything herein to the contrary, and in addition to any other adjustments set forth in this Agreement, the Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the notes and accounts receivable of the Company have, in Section 2.3(c) hereto, given representations and warranties existence as to the collectibility of the Company's accounts receivable Closing (less net of the allowance $22,000 reserve for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) (such net amount, the "Accounts Receivable"). Within one hundred eighty , which are uncollected by the Company (180the "Uncollected Receivables Amount") calendar days after as of the 120th day following the Closing Date (the "A/R Collection PeriodReceivables Determination Date"). If there is an Uncollected Receivables Amount, Buyer the Purchaser shall prepare and deliver be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Seller shall pay to the Principal Stockholders Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by the Company with respect to the Accounts Receivable, (i) in the absence of a certificate bona fide dispute between an account debtor and the Company regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the "A/R Certificate") setting forth case of a dispute between the final status Company and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Company shall not be required to retain a collection agency, bring any suit, or take any other action out of its collection the ordinary course of business to collect any of the Accounts Receivable. To the extent that the Company has not collected the full amount of the Accounts Receivable for and the A/R Collection Period. To the extent the Buyer Purchaser has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall")been compensated therefor in accordance with this Section, the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise assign any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all such uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applySeller.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as Notwithstanding anything herein to the collectibility contrary, the Cash Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the Company's net notes and accounts receivable (less of Seller in existence as of the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) Closing (the "Accounts Receivable"). Within one hundred eighty , which are uncollected by Purchaser (180the "Uncollected Receivables Amount") calendar days after as of the 90th day following the Closing Date (the "A/R Collection PeriodReceivables Determination Date"). If there is an Uncollected Receivables Amount, Buyer Purchaser shall prepare and deliver be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) Business Days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the Uncollected Receivables Amount, Seller shall pay to Purchaser, within two (2) Business Days after the Receivables Determination Date, the amount by which the Holdback is less than the Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. For the purpose of determining amounts collected by Purchaser with respect to the Principal Stockholders Accounts Receivable, (i) in the absence of a certificate bona fide dispute between an account debtor and Purchaser regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, and (ii) in the "A/R Certificate") setting forth case of a dispute between Purchaser and an account debtor with respect to a particular invoice, all payments shall be first applied to the final status next oldest invoice due from that account debtor. Purchaser shall not be required to retain a collection agency, bring any suit, or take any other action out of its collection the ordinary course of business to collect any of the Accounts Receivable. To the extent that Purchaser has not collected the full amount of the Accounts Receivable for the A/R Collection Period. To the extent the Buyer and Purchaser has not collected been compensated therefor in accordance with this Section, Purchaser shall assign any portion of the such uncollected Accounts Receivable at the end of such period to Seller (the "A/R ShortfallUncollected Accounts Receivable"). Notwithstanding any provision to the contrary, the total amount of such A/R Shortfall but subject to any offsets herein, Purchaser shall constitute a reduction pay to Seller all funds collected by Purchaser on (i) accounts written off by Seller prior to Closing which are not reflected in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary efforts to collect determination of Actual Book Value of Assets and (iii) the Uncollected Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall apply.

Accounts Receivable Adjustment. In the event that the Net Collected Receivables (aas defined below) Adjustmentexceed Three Million Dollars (the “Target Amount”), AmeriPath shall be obligated to pay the Sellers an amount equal to the excess of the Net Collected Receivables over the Target Amount (the “Excess Receivables Amount”). The Principal Stockholders In the event that the Net Collected Receivables are less than the Target Amount, the Sellers shall be obligated to pay AmeriPath an amount (the “Receivable Shortfall Amount”) equal to the excess of the Target Amount over the Net Collected Receivables. For purposes of this Agreement, Net Collected Receivables shall mean the amount actually collected by the Practice or AP NY LLC or its successor between the Closing Date and the Company haveclose of business on December 31, 2005 (the “Collection Date”) with respect to the receivables of the Practice which are identified on Schedule 1.3(a) and are outstanding as of the Closing Date. AmeriPath shall deliver to Sellers a statement identifying the Excess Receivable Amount or Receivable Shortfall Amount, if any (the “AR Adjustment Statement”), within thirty (30) days following the Collection Date. In the event that the Sellers object to the calculation in Section 2.3(cthe AR Adjustment Statement within fifteen (15) heretodays of the date the AR Adjustment Statement is provided, given representations the an auditor mutually agreed by Sellers and warranties AmeriPath (“Auditor”) shall determine the Excess Amount or the Shortfall Amount, and such determination shall be final. AmeriPath shall pay fifty percent (50%) of the costs of the Auditor and the Sellers shall pay fifty percent (50%) of the costs of the Auditor, which portion shall be allocated among the Sellers in accordance with the percentages set forth on Schedule 4.13. In the event that there is a dispute as to the collectibility of Excess Receivable Amount or the Company's accounts receivable (less Receivable Shortfall Amount, then AmeriPath or the allowance for doubtful accountsSellers, which includes a writeoff of an employee receivable in as applicable, shall pay the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) (the "Accounts Receivable"). Within one hundred eighty (180) calendar days after the Closing Date (the "A/R Collection Period"), Buyer shall prepare and deliver to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status of its collection of the Accounts Receivable for the A/R Collection Period. To the extent the Buyer has not collected any undisputed portion of the Accounts Excess Receivable at Amount or Receivable Shortfall Amount, as applicable, on the end Scheduled Payment Date and the disputed amounts shall be paid within ten (10) days of such period the resolution of the dispute. AmeriPath shall pay the Sellers the Excess Receivable Amount, if any, on or before the later of twenty (20) days following the date the AR Adjustment Statement is provided (the "A/R Shortfall"“Scheduled Payment Date”), except that if the total amount of such A/R Shortfall shall constitute a reduction Sellers duly object to the calculations set forth in the Purchase Price. Notwithstanding anything hereinAR Adjustment Statement, neither Buyer nor either Company such payment shall be required made within ten (10) days following the date on which the Auditor provides notice of the final determination of the Excess Receivable Amount. The Excess Receivable Amount shall be paid to exercise any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but Sellers in accordance the Company and Buyer percentages set forth in Schedule 4.13. AmeriPath shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of offset from the payment of the entire A/R Excess Receivable Amount the amount owed by Sellers pursuant to Section 4.12 as the Initial Liability Adjustment Amount, and Sellers shall not be obligated to pay such offset amount. In the event that there is a dispute as to the Excess Receivable Amount, AmeriPath shall offset from the payment of the undisputed Excess Payment Amount the amounts owed by Sellers pursuant to Section 4.12 as the Initial Liability Adjustment Amount, and Sellers shall not be obligated to pay such offset amount. The Sellers shall pay AmeriPath the Receivable Shortfall by Amount, if any, on or before the Principal Stockholders Payment Date, except that if the Sellers duly object to Buyer as the to the calculations set forth herein in the AR Adjustment Statement, such payment shall be made within ten (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance"10) to days following the Principal Stockholders (date on which the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration Auditor provides notice of the A/R Collection Period and completion final determination of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customersExcess Receivable Amount. Unless a customer specifies otherwise, payments of Accounts The Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall Amount shall be paid by the Sellers in full to Buyer within five (5) business days after delivery of accordance with the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applypercentages set forth in Schedule 4.13.

Accounts Receivable Adjustment. From the Closing Date through ninety (a90) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as to the collectibility of the Company's accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) (the "Accounts Receivable"). Within one hundred eighty (180) calendar days after the Closing Date (the "A/R Collection Period")Date, Buyer shall prepare and deliver to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status of its collection of the Accounts Receivable for the A/R Collection Period. To the extent the Buyer has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Surviving Company shall be required to exercise any extraordinary use its commercially reasonable efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but . Any partial receipts of Accounts Receivable shall be first applied against the oldest outstanding Accounts Receivable of such account debtor. In the event that Surviving Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment is unable to collect any part of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance"the “Uncollected Accounts Receivable”) upon the conclusion of said ninety (90) day anniversary, then, at the sole discretion of Parent, (1) the amount of the Closing Working Capital shall be decreased (without duplication) by such amount of Uncollected Accounts Receivable on the Final Closing Date Statement pursuant to Section 2.08(b), (2) the Uncollected Accounts Receivable may be handled in a manner mutually acceptable to Seller and Parent, or (3)(i) Surviving Company shall assign the Uncollected Accounts Receivable to the Principal Stockholders (Seller, or Seller’s designee, who shall be entitled to collect the "A/R Turnover")Uncollected Accounts Receivable for its sole benefit, and any amounts received (ii) payment by Buyer on Seller Group for such returned Uncollected Accounts Receivable thereafter shall promptly be remitted made by Seller to Parent by either (a) wire transfer in immediately available funds or (b) offset against the Escrow Amount; provided however that the aggregate amount that may be offset against the Escrow Amount shall not exceed $75,000. Seller shall have the right to pursue the collection of the Uncollected Accounts Receivable prior to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion applicable statute of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any limitation for collection of such funds. Seller’s collection efforts by the Principal Stockholders of such accounts receivable shall be in good faithconsistent with the past practices of the Company, which includes, among other things, commercially reasonable and consistent efforts not to injure any customer relationships of such Company or of the Business as it relates to Surviving Company or Parent after the Closing. In no event shall Seller or its designee initiate or threaten any Action against any such account debtor in connection with its collections of any such Uncollected Accounts Receivable without the Company's past practices and consent of Parent (which consent shall not damage any relationship between the Company and its clients be unreasonably withheld or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts firstdelayed). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall apply.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders and the Company have, in Section 2.3(c) hereto, given representations and warranties as to the collectibility If any of the Company's accounts receivable (less included within the allowance for doubtful accounts, which includes a writeoff Net Asset Value of an employee receivable in the amount of $34,000) set forth on Business at the Company's Reference Balance Sheet (as defined in Section 2.3) Closing (the "Accounts ReceivableCLOSING DATE RECEIVABLES"). Within one hundred eighty (180) calendar days after are not collected in full on or prior to the six month anniversary of the Closing Date (the "A/R Collection PeriodPOST-CLOSING COLLECTION PERIOD"), then Buyer, at its option, shall have the right to transfer the uncollected balance of any one or more of such uncollected Closing Date Receivables back to Seller. Buyer may exercise this option by delivering written notice to Seller at any time within thirty (30) days after the expiration of the Post-Closing Collection Period, which notice shall specify in reasonable detail each of the uncollected Closing Date Receivables to be so transferred back to Seller and the individual balances thereof (such uncollected Closing Date Receivables, as so specified, are referred to herein as the "UNCOLLECTED RECEIVABLES" and the aggregate balance thereof is referred to herein as the "UNCOLLECTED RECEIVABLES BALANCE"). In such event, the Purchase Price shall be reduced on a dollar-for-dollar basis by the full amount of the Uncollected Receivables Balance. Seller shall promptly refund the full amount of the Uncollected Receivables Balance to Buyer by wire transfer of immediately available funds, and Buyer shall, thereafter, take such actions as are necessary to transfer all right, title and interest in the Uncollected Receivables back to Seller. The parties acknowledge and agree that, during the Post-Closing Collection Period, Buyer shall prepare and deliver to the Principal Stockholders a certificate (the "A/R Certificate") setting forth the final status of its collection of the Accounts Receivable for the A/R Collection Period. To the extent the Buyer has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall"), the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise any extraordinary use commercially reasonable efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but Closing Date Receivables in the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion ordinary course of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable business and consistent with the CompanyBuyer's past collection practices and shall not damage any relationship between the Company and with respect to its clients or other customers. Unless a customer specifies otherwiseBuyer, payments in connection with the collection of Accounts Receivable by any Uncollected Receivables transferred back to Seller, shall consult with, and reasonably cooperate with, Seller, as applicable, in the Company from customers after the A/R Turnover collection thereof, and Buyer shall be applied to Accounts Receivable provide such technical assistance and support as Seller may reasonably request in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery furtherance of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions collection of Section 1.8(b) below shall applysuch Uncollected Receivables at Seller's expense.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders Notwithstanding anything herein to the contrary, and in addition to any other adjustments set forth in this Agreement, the Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the net notes and accounts receivable of the Company have, in Section 2.3(c) hereto, given representations and warranties existence as to the collectibility of the Company's accounts receivable (less the allowance for doubtful accounts, which includes a writeoff of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) Closing (the "Accounts Receivable"). Within one hundred eighty , which are uncollected by the Company (180the "Uncollected Receivables Amount") calendar days after as of the 85th day following the Closing Date (the "A/R Collection PeriodReceivables Determination Date"). If there is an Uncollected Receivables Amount, the Purchaser shall be entitled to receive the Uncollected Receivables Amount from the Holdback Escrow Account within two (2) business days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback Escrow Account is less than the amount of the Uncollected Receivables Xxxxxx, the Sellers shall pay to the Purchaser, within two (2) business days after the Receivables Determination Date, the amount by which the Holdback Escrow Account is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. The Purchase Price will be increased dollar- for-dollar by the aggregate collections by the Company on notes and accounts receivable between the Closing Date and the Receivables Determination Date (the "Post Write-Off Collections") which are attributable to notes or accounts receivable which had been written off by Company prior to Closing (i.e., not counted as assets in determining Net Equity as of the close of business on the day before the Closing Date) (the "Written Off Receivables"), Buyer which shall prepare and deliver be paid by the Purchaser to the Principal Stockholders Sellers within two (2) business days after receipt thereof. For the purpose of determining amounts collected by the Company with respect to the Accounts Receivable and the Written Off Receivables, (i) in the absence of a certificate bona fide dispute between an account debtor and the Company regarding receivables of such account debtor accrued prior to the Closing Date, all payments by an account debtor shall first be applied to the oldest outstanding invoice due from that account debtor, whether or not that invoice had previously been written off, and (ii) in the "A/R Certificate") setting forth case of a dispute between the final status of its Company and an account debtor with respect to a particular invoice, all payments shall be first applied to the next oldest invoice due from that account debtor. The Company shall diligently pursue the collection of the Accounts Receivable for the A/R Collection PeriodReceivable, but shall not be required to bring any suit. To the extent that the Buyer Company has not collected any portion the full amount of the Accounts Receivable at and the end of such period (the "A/R Shortfall")Purchaser has been compensated therefor in accordance with this Section, the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise assign any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all such uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders Representative (the "A/R Turnover"), and any amounts received by Buyer on such returned Accounts Receivable thereafter shall promptly be remitted to the Stockholder's Representative for further distribution to the Stockholders. After expiration behalf of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts firstSellers). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall apply.

Accounts Receivable Adjustment. (a) Adjustment. The Principal Stockholders Notwithstanding anything herein ------------------------------ to the contrary, and in addition to any other adjustments set forth in this Agreement, the Purchase Price will be reduced dollar-for-dollar by the aggregate amount of the accounts receivable of the Company have, in Section 2.3(c) hereto, given representations and warranties as to the collectibility (net of the Company's accounts receivable (less the any allowance for doubtful accountsaccounts receivable utilized for purposes of determining the Actual Net Equity), which includes a writeoff in existence as of an employee receivable in the amount of $34,000) set forth on the Company's Reference Balance Sheet (as defined in Section 2.3) Closing (the "Accounts Receivable"). Within one hundred eighty , which are ------------------- uncollected by the Company (180the "Uncollected Receivables Amount") calendar days after as of the ------------------------------ 120th day following the Closing Date (the "A/R Collection PeriodReceivables Determination Date"). If ------------------------------ there is an Uncollected Receivables Amount, Buyer the Purchaser shall prepare and deliver be entitled to receive the Uncollected Receivables Amount from the Holdback within two (2) business days after the Receivables Determination Date; provided, however, that if the amount then left in the Holdback is less than the amount of the Uncollected Receivables Amount, the Representative shall pay, or cause to be paid, to the Principal Stockholders Purchaser, within two (2) business days after the Receivables Determination Date, the amount by which the Holdback is less than Uncollected Receivables Amount by wire transfer or delivery of other immediately available funds. Additionally, if the amount of accounts receivable actually collected as of the 120th day following the Closing Date exceeds the Accounts Receivable, the Purchaser shall pay to the Representative, within two (2) business days after the Receivables Determination Date, the amount of such excess by wire transfer or delivery of other immediately available funds. The Company shall not be required to retain a certificate (collection agency, bring any suit, or take any other action out of the "A/R Certificate") setting forth ordinary course of business to collect any of the final status of its collection Accounts Receivable. To the extent that the Company has not collected the full amount of the Accounts Receivable for and the A/R Collection Period. To the extent the Buyer Purchaser has not collected any portion of the Accounts Receivable at the end of such period (the "A/R Shortfall")been compensated therefor in accordance with this Section 2.3, the total amount of such A/R Shortfall shall constitute a reduction in the Purchase Price. Notwithstanding anything herein, neither Buyer nor either Company shall be required to exercise assign any extraordinary efforts to collect the Accounts Receivable, including without limitation litigation or other similar extraordinary actions, but the Company and Buyer shall utilize commercially reasonable collection efforts consistent with past practices. Upon completion of payment of the entire A/R Shortfall by the Principal Stockholders to Buyer as set forth herein (subject to Section 1.8(b)), Buyer promptly shall return all such uncollected Accounts Receivable ("A/R Balance") to the Principal Stockholders (Sellers. In the "A/R Turnover"), and event any amounts such assigned uncollected Accounts Receivable is subsequently received by Buyer on such returned Accounts Receivable thereafter the Company, the Company shall promptly be remitted remit such payment to the Stockholder's Representative for further distribution to the Stockholders. After expiration of the A/R Collection Period and completion of A/R Turnover, Buyer will not interfere, burden or delay any efforts by the Principal Stockholders to collect the A/R Balance, provided that any such collection efforts by the Principal Stockholders shall be in good faith, commercially reasonable and consistent with the Company's past practices and shall not damage any relationship between the Company and its clients or customers. Unless a customer specifies otherwise, payments of Accounts Receivable by the Company from customers after the A/R Turnover shall be applied to Accounts Receivable in order of origination (applied to oldest accounts first). If the parties agree on the A/R Certificate, any such A/R Shortfall shall be paid in full to Buyer within five (5) business days after delivery of the A/R Certificate to the Principal Stockholders. If the parties disagree on the A/R Certificate, the provisions of Section 1.8(b) below shall applyRepresentative.