Common use of Closing Balance Sheet Clause in Contracts

Closing Balance Sheet. (a) As promptly as practicable, but no later than 90 days, after the Closing Date, Buyer will cause to be prepared and delivered to Parent a combined balance sheet of the Company Group as of the close of business on the Closing Date (the "CLOSING BALANCE SHEET"), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with the procedures set forth in Exhibit B hereto. (b) If Parent disagrees with Buyer's calculation of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). ------- (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Stockholders' Equity Amount and the Final Receivables Amount. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts in the Closing Balance Sheet or Buyer's calculation of the Stockholders' Equity Amount and/or Buyer's calculation of the Receivables Amount as to which Parent has disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall deliver to Buyer and Parent, as promptly as practicable, a report setting forth such calculations. Such report shall be final and binding upon Buyer and Parent. The cost of such review and report shall be borne (i) by Buyer if the difference between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation of the Stockholders' Equity Amount plus Buyer's calculation of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), (ii) by Parent if the first such difference is less than ------- the second such difference and (iii) otherwise equally by Buyer and Parent.

Closing Balance Sheet. (a) As promptly soon as practicablepracticable after the Closing Date, but no later than 90 days, the sixtieth (60th) day after the Closing Date, the Shareholders Representative will deliver to Buyer will cause to be prepared and delivered to Parent a combined balance sheet of the Company Group as of the close of business on the Closing Date (the "CLOSING BALANCE SHEET"), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such final Closing Balance Sheet setting forth Buyer's and the calculation of stockholders' equity (i) the "STOCKHOLDERS' EQUITY AMOUNT")Final Current Assets, (ii) the amount of Final A/P and (iii) the Parent ReceivablesFinal Backlog, based upon the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03final Closing Balance Sheet. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with U.S. generally accepted accounting principles (“GAAP”) consistently applied except that it shall exclude estimated taxes payable or refundable for the procedures set forth pre-Closing Tax periods, and deferred tax liabilities or assets. If Buyer objects to the Shareholders Representative’s calculations of the Final Current Assets, the Final A/P and/or the Final Backlog, Buyer shall within fifteen (15) days after receipt thereof notify the Shareholders Representative of the same in Exhibit B heretowriting, which such notice shall include the basis of such objection in reasonable detail and Buyer’s proposed modification of such calculations to the Shareholders Representative. If Buyer does not object to such calculation within such fifteen (15) day period, the Shareholders Representative’s calculation shall be final, conclusive and binding on the parties. (b) If Parent the Shareholders Representative disagrees with all or any portion of Buyer's calculation ’s proposed modifications of the Stockholders' Equity Amount or Buyer's calculation of the Receivables AmountFinal Current Assets, in each case Final A/P and/or Final Backlog delivered by Buyer pursuant to Section 2.04(a1.4(a), Parent may, within 20 days ------- after the parties shall negotiate in good faith to reach an agreement during the fifteen (15) day period following delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the proposed modification by Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). -------. (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during upon completion of such fifteen (15) day period, Buyer and Parent the Shareholders Representative are ------- unable to reach such an agreement, they shall promptly thereafter cause BDO ▇▇▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇▇▇ ▇▇., ▇▇▇ LLP ("▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇"▇ (or other accounting firm mutually agreed to by the Shareholders Representative and Buyer) to promptly (the “Independent Accountant”) to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Stockholders' Equity Amount Current Assets, the Final A/P and the Final Receivables AmountBacklog. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet or Buyer's calculation the calculations of the Stockholders' Equity Amount and/or Buyer's calculation of Final Current Assets, the Receivables Amount Final A/P and the Final Backlog as to which Parent has Buyer and the Shareholders Representative have disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ The Independent Accountant shall deliver to Buyer the Shareholders Representative and ParentBuyer, as promptly as practicable, a report setting forth such its calculations. Such report shall be final and binding upon Buyer and ParentSellers. The cost of such review and report shall be borne paid (i) one-half by Buyer if Sellers, pro rata in accordance with the difference between Shares owned by each Seller as set forth on the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation of the Stockholders' Equity Amount plus Buyer's calculation of the Receivables Amount delivered pursuant to Shareholder List (defined in Section 2.04(a2.6) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b(“Pro Rata”), and (ii) one-half by Parent if Buyer. (d) The parties hereto agree that they will cooperate and assist in the first such difference is less than ------- preparation of the second such difference Closing Balance Sheet and (iii) otherwise equally by Buyer in the conduct of the reviews and Parentcalculations referred to in Sections 1.3 and 1.4, including, without limitation, making available, to the extent necessary, books, records, work papers and personnel.

Closing Balance Sheet. (a) As promptly as practicable, but no later than 90 days, Within fifteen (15) days after the Closing Date, the Company will deliver to the Buyer will cause to be the Closing Balance Sheet and a certificate executed by the Company’s accounting firm, stating that the Closing Balance Sheet was prepared as provided in Section 1.03(a) and delivered to Parent a combined balance sheet setting forth the computation of the Company Group Net Liabilities as of the close of business on the Closing Date (the "CLOSING BALANCE SHEET"“Net Closing Liabilities”), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with the procedures set forth in Exhibit B hereto. (b) If Parent disagrees with Buyer's calculation Buyer delivers written notice (the “Disputed Items Notice “) to the Company within ten (10) days after receipt by the Buyer of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and certificate referred to above, stating that Buyer objects to any items in the Closing Balance Sheet, specifying the basis for such objection and setting forth Buyer’s computation of the Net Closing Liabilities, the Company and the Buyer will attempt to resolve and finally determine the Net Closing Liabilities as promptly as practicable. If the parties are unable to do so within ten (10) days after delivery of the Disputed Items Notice, the matter will be resolved by a mutually acceptable nationally recognized independent accounting firm which the parties hereby agree to be _______________________. The fees, costs and expenses of such accounting firm will be borne by the party whose positions generally do not prevail in such determination, or if the accounting firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be shared fifty-fifty between the Company and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). -------. (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b)Within five (5) days after the Net Closing Liabilities is determined, Buyer and Parent the Company shall, during pay to the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be requiredBuyer, the Final Stockholders' Equity Amount amount, if any, in cash equal to two-thirds (2/3) of the excess of the Net Closing Liabilities as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Stockholders' Equity Amount and the Final Receivables Amount. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts in stated on the Closing Balance Sheet or Buyer's calculation of over the Stockholders' Equity Amount and/or Buyer's calculation of the Receivables Amount Net Liabilities as determined prior to which Parent has disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall deliver to Buyer and Parent, as promptly as practicable, a report setting forth such calculations. Such report shall be final and binding upon Buyer and Parent. The cost of such review and report shall be borne (i) by Buyer if the difference between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation of the Stockholders' Equity Amount plus Buyer's calculation of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), (ii) by Parent if the first such difference is less than ------- the second such difference and (iii) otherwise equally by Buyer and ParentClosing.

Closing Balance Sheet. (a) As promptly soon as practicablepracticable after the Closing Date, but no later than 90 days, the thirtieth (30th) day after the Closing Date, Buyer the Stockholders’ Representative will cause to be prepared and delivered deliver to Parent a combined the final balance sheet of the Company Group as of the close of business on the Closing Date (the "CLOSING BALANCE SHEET"), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, “Final Closing Balance Sheet”) and a certificate detailed description of the amount of Transaction Expenses and Company Liabilities as of the close of business on the Closing Date based on such upon the Final Closing Balance Sheet setting forth Buyer's (the “Final Liabilities”). If Parent objects to the Stockholders’ Representative’s calculation of stockholders' equity the Final Liabilities, Parent shall within twenty (20) Business Days after receipt thereof notify the "STOCKHOLDERS' EQUITY AMOUNT")Stockholders’ Representative of the same in writing, which such notice shall include the basis of such objection in reasonable detail and Parent’s proposed modification of such calculation to the Stockholders’ Representative. If Parent does not object to such calculation within such twenty (20) Business Day period, the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet Stockholders’ Representative’s calculation shall be ---- prepared by Buyer in good faith in accordance with final, conclusive and binding on the procedures set forth in Exhibit B heretoparties. (b) If Parent the Stockholders’ Representative disagrees with Buyer's calculation all or any portion of Parent’s proposed modification of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case Final Liabilities delivered by Parent pursuant to Section 2.04(a1.13(a), Parent may, within 20 days ------- after and the Stockholders’ Representative shall negotiate in good faith to reach an agreement during the fifteen (15) Business Day period following delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth proposed modification by Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). -------. (c) If a notice If, upon completion of disagreement shall be duly delivered pursuant to Section 2.04(b)such fifteen (15) Business Day period, Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent Stockholders’ Representative are ------- unable to reach such an agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP an independent nationally recognized accounting firm mutually agreed upon by Parent and the Stockholders’ Representative ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly the “Independent Accountant”), to review this Agreement and the disputed items or amounts for Final Liabilities. Each of Parent and Stockholders’ Representative shall submit to the purpose of calculating the Final Stockholders' Equity Amount and the Final Receivables Amount. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts in the Closing Balance Sheet or Buyer's Independent Accountant its calculation of the Stockholders' Equity Amount and/or Buyer's disputed Final Liabilities, and such work papers and other documents and information relating to the calculation of the Receivables Amount disputed Final Liabilities as the Independent Accountant may request and are available to which that party or its agents and each of the Stockholders’ Representative and Parent has disagreedwill be afforded the opportunity to present to the Independent Accountant any material relating to its proposed calculation of the disputed Final Liabilities and to discuss the same with the Independent Accountant. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ The Independent Accountant’s determination of the disputed Final Liabilities shall be limited to either Parent’s or the Stockholders’ Representative’s calculation of the disputed Final Liabilities. The Independent Accountant shall deliver to Buyer the Stockholders’ Representative and Parent, as promptly as practicable, and in any event within thirty (30) Business Days of the submission to the Independent Accountant, a report setting forth such calculationsdetermination of the final disputed Final Liabilities. Such report determination shall be final and binding upon Buyer Parent and Parentthe Company Stockholders. The cost of such review shall be paid by the party whose calculation of the disputed Final Liabilities was not adopted by the Independent Accountant. Any fees and report expenses incurred by Parent in connection with its preparation or review of the Final Closing Balance Sheet pursuant to this Section 1.13 and the preparation or review of any notice of objection, as applicable, shall be borne (i) by Buyer if Parent, and any fees and expenses incurred by the difference between Stockholders’ Representative in connection with its preparation or review of the Final Stockholders' Equity Amount plus Closing Balance Sheet pursuant to this Section 1.13 and the preparation or review of any notice of objection, as applicable, shall be borne by the Company Stockholders on a pro rata basis. (d) The parties hereto agree that they will cooperate and assist in good faith in the preparation of the Final Receivables Amount Closing Balance Sheet and Buyer's the calculation of the Stockholders' Equity Amount plus Buyer's calculation Transaction Expenses and Company Liabilities and in the conduct of the Receivables Amount delivered reviews referred to in Section 1.13, including, without limitation, making available, to the extent reasonably requested, books, records, work papers and personnel. (e) In the event that the Final Liabilities as determined pursuant to this Section 2.04(a) 1.13 is more greater than the difference ------- between aggregate amount of Transaction Expenses and Company Liabilities taken into account for purposes of determining the Final Stockholders' Equity Amount plus Adjustment Shares, Parent shall be entitled to recover such excess by offsetting such excess against the Final Receivables Amount Escrow Shares by canceling that number of Escrow Shares equal in value to the aggregate amount of such Losses, and Parent's calculation such recovery shall be made from the escrow fund on a basis proportional to the Escrow Shares contributed under the Escrow Agreement by or on behalf of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), (ii) by Parent if the first such difference is less than ------- the second such difference and (iii) otherwise equally by Buyer and Parenteach Company Stockholder.

Closing Balance Sheet. (a) As promptly The Seller shall procure that a balance sheet of Teberebie and a consolidated balance sheet of PGL as practicableof March 31, but no 2000 (the "CLOSING BALANCE SHEETS") shall be prepared by PGL and Teberebie, pursuant to U.S. generally accepted accounting principles applied consistently with past practice, and examined by its auditors (the "AUDITORS") within 30 days after the Closing Date and that the Auditors' working papers will be made available to the Buyer's nominated accountants (the "BUYER'S Accountants") so as to allow the Buyer's Accountants to review the same in accordance with Section 1.6(a). (b) The Buyer and the Seller shall use their respective reasonable efforts to procure that the Auditors and the Buyer's Accountants issue their joint certificate pursuant to Section 1.6(a) by not later than 90 days, 60 days after the Closing Date, Buyer will cause to be prepared and delivered to Parent a combined balance sheet of the Company Group as of the close of business on the Closing Date (the "CLOSING BALANCE SHEET"), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a but if such joint certificate based on has not been issued by such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with the procedures set forth in Exhibit B hereto. (b) If Parent disagrees with Buyer's calculation of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent date there shall be deemed to have agreed be a dispute for the purposes of Section 1.6 and the provisions as to the settlement of disputes contained therein shall apply. (c) The Seller shall bear the costs of the Auditors and the Buyer shall bear the costs of the Buyer's Accountants in connection with all other items and amounts contained in preparation of the Closing Balance Sheet Sheets. (d) If the Closing Balance Sheets shall show any liabilities (whether actual or contingent) other than pursuant to the Credit Agreement dated March 11, 1996 between Skandinaviska Enskilda Banken and Teberebie, as amended pursuant to the agreements dated September 20, 1996, October 11, 1996 and March 24, 1999 (the "CREDIT AGREEMENT"), or the reclamation obligation reflected on the Current Audited Balance Sheets (as defined in Section 4.5(a)) or the Intercompany Loans which will be acquired by the Buyer as at Closing pursuant to Section 2 of this Agreement, ("EXCESS LIABILITIES") then the Seller shall within 7 days after the Auditors and the Buyer's calculation Accountants shall have issued their joint certificate as provided by Section 1.6 pay to the Buyer by wire transfer of immediately available funds to an account designated by the Stockholders' Equity Amount and Buyer an amount equal to the Receivables AmountExcess Liabilities. If the Seller shall not make any such payment as prescribed by this Section (d), the Buyer may if it so decides in each case delivered its absolute discretion deduct an amount equal to any such Excess Liabilities from the amounts due to the Seller pursuant to Section 2.04(a). ------- Sections 2.3(b) and (c) If together with (if relevant) interest at a notice rate of disagreement shall 6% per annum on any Excess Liabilities which are required to be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during paid by PGL or Teberebie calculated from the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Stockholders' Equity Amount and the Final Receivables Amount. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts in the Closing Balance Sheet or Buyer's calculation of the Stockholders' Equity Amount and/or Buyer's calculation of the Receivables Amount as to which Parent has disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall deliver to Buyer and Parent, as promptly as practicable, a report setting forth such calculations. Such report shall be final and binding upon Buyer and Parent. The cost date of such review and report shall be borne (i) by payment to the date on which the Buyer if makes the difference between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation of the Stockholders' Equity Amount plus Buyer's calculation of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), (ii) by Parent if the first such difference is less than ------- the second such difference and (iii) otherwise equally by Buyer and Parentaforementioned deductions.

Closing Balance Sheet. (ai) As promptly as practicable, but no later than 90 days, after On or prior to the Closing Date, the Stockholders and Buyer will cause to be prepared and delivered to Parent shall jointly prepare a combined pro forma consolidated balance sheet of the Company Group and its subsidiaries as of the close Effective Date (as defined in Section 3) (the "Pro Forma Closing Balance Sheet"), in accordance with generally accepted accounting principles ("GAAP") consistently applied and compiled in accordance with the Standards for Accounting and Review Services issued by the American Institute of business on Certified Public Accountants (the Closing "Standards"). (ii) Within sixty (60) days after the Effective Date, Buyer with the assistance of the Stockholders shall prepare a consolidated balance sheet of the Company and its subsidiaries as of the Effective Date (the "CLOSING BALANCE SHEET"), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNTSheet"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith accordance with GAAP and compiled in accordance with the procedures set forth in Exhibit B hereto. Standards, Buyer shall, by notice, provide each Stockholder with the Closing Balance Sheet. Each Stockholder shall have a period of twenty (b20) If Parent disagrees with Buyer's calculation of days after the Stockholders' Equity Amount or Buyer's calculation of notice from the Receivables Amount, in each case delivered pursuant Buyer within which to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- give notice to Buyer disagreeing with that he either (i) accepts the Closing Balance Sheet or (ii) disputes the Closing Balance Sheet, including a statement in reasonable detail of the disputed items. If a Stockholder fails to give notice to Buyer within such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagreestwenty (20) day period, and Parent he shall be deemed to have agreed with all other items and amounts contained in accepted the Closing Balance Sheet and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a)Sheet. ------- (c) If a Stockholder gives Buyer notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Stockholders' Equity Amount and the Final Receivables Amount. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts in that he disputes the Closing Balance Sheet Sheet, then Buyer and the Stockholder(s) shall meet as soon as reasonably possible (but in any event within twenty (20) days after notice by the Stockholder(s)) and attempt, in good faith, to resolve the dispute. If the parties are unable to agree upon the Closing Balance Sheet, or Buyer's calculation any portion thereof, within fifteen (15) days after the parties have commenced resolution of the Stockholders' Equity Amount and/or Buyer's calculation of dispute, then the Receivables Amount as matter shall be submitted for resolution to which Parent has disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall deliver to Buyer and Parenta mutually agreeable certified public accounting firm (the "Independent Accountants"), as promptly as practicable, a report setting forth such calculations. Such report whose determination shall be final and binding upon Buyer the parties, and Parent. The cost of such review and report whose fees shall be borne (i) equally by the Stockholders and Buyer except, however, that if the Independent Accountants determine that the Closing Balance Sheet proposed by Buyer was correct in its entirety, then the Stockholders shall be solely responsible for the fees of the Independent Accountants; and if the difference between Independent Accountants determine that the Final Stockholders' Equity Amount plus dispute in the Final Receivables Amount and Buyer's calculation Closing Balance Sheet should be resolved in favor of the Stockholders' Equity Amount plus Buyer's calculation Stockholders in its entirety, then Buyer shall be solely responsible for the fees of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), (ii) by Parent if the first such difference is less than ------- the second such difference and (iii) otherwise equally by Buyer and ParentIndependent Accountants.

Closing Balance Sheet. (ai) As promptly as practicable, but no later than 90 days, Within thirty (30) days after the Closing DateDate (or, Buyer if applicable, within the extended period described in Section 7(e) below), I-trax will cause prepare and deliver to be prepared and delivered to Parent the WellComm Representative on behalf of the WellComm Stockholders a combined draft balance sheet of (the Company Group "DRAFT CLOSING BALANCE SHEET") for WellComm as of the close of business on January 31, 2002 (determined on a pro forma basis as though the Closing Date (Parties had not consummated the "CLOSING BALANCE SHEET"transactions contemplated by this Agreement), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such . I-trax will prepare the Draft Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; PROVIDED, HOWEVER, that (A) assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year-end (which normally are determined through the application of so-called interim accounting conventions or procedures) will be determined, for purposes of the Draft Closing Balance Sheet, through full application of the procedures set forth used in Exhibit B hereto. preparing the most recent audited balance sheet included within the Financial Statements and (bB) If Parent disagrees with Buyer's calculation of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). ------- (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP Redemption Amount, the Bonus Liability, the Transaction Professional Fees and costs of preparing and filing WellComm's tax returns for 2001 shall, if not paid prior to January 31, 2002, be accrued as Current Liabilities on the Draft Closing Balance Sheet. (ii) If the WellComm Representative has any objections to the Draft Closing Balance Sheet, the WellComm Representative will deliver a detailed statement describing his objections to I-trax (a "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇STATEMENT OF OBJECTIONS") to promptly to review this Agreement within twenty (20) days after receiving the Draft Closing Balance Sheet. I-trax and the disputed items or amounts WellComm Representative will use reasonable efforts to resolve among themselves any matter contained in the Statement of Objections. If I-trax and the WellComm Representative do not obtain a final resolution within thirty (30) days after the WellComm Representative has delivered the Statement of Objections to I-trax, I-trax and the WellComm Representative will select an accounting firm mutually acceptable to them to resolve any remaining objections. If I-trax and the WellComm Representative are unable to agree on the choice of an accounting firm, they will select a nationally recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the parties. I-trax will revise the Draft Closing Balance Sheet as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2(h)(ii). The CLOSING BALANCE SHEET" shall mean the Draft Closing Balance Sheet together with any revisions thereto pursuant to this Section 2(h)(ii). In the event I-trax and the WellComm Representative submit any unresolved objections to the Draft Closing Balance Sheet to an accounting firm for resolution as provided herein, I-trax and the WellComm Stockholders shall share responsibility for the purpose fees and expenses of calculating the Final Stockholders' Equity Amount accounting firm as follows: (A) If the accounting firm resolves all of the disputes in favor of I-trax, the WellComm Stockholders shall be responsible for all of the fees and expenses of the accounting firm; (B) If the accounting firm resolves all of the disputes in favor of the WellComm Representative, I-trax shall be responsible for all of the fees and expenses of the accounting firm; and (C) If the accounting firm resolves some of the disputes in favor of I-trax and the Final Receivables Amountrest of the disputes in favor of the WellComm Representative, I-trax shall be responsible for a proportionate amount of the fees and expenses of the accounting firm based on the dollar amount of the dispute resolved against I-trax compared to the total dollar amount of all disputes submitted to the accounting firm and the WellComm Stockholders shall be responsible for a proportionate amount of the fees and expenses of the accounting firm based on the dollar amount of the disputes resolved against the WellComm Representative compared to the total dollar amount of all disputes submitted to the accounting firm. (iii) I-trax will make the work papers and back-up materials used in preparing the Draft Closing Balance Sheet, and the books, records, and financial staff of I-trax and Surviving Corporation, available to the WellComm Representative and his accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the preparation by I-trax of the Draft Closing Balance Sheet, (B) the review by WellComm Representative of the Draft Closing Balance Sheet, and (C) the resolution of any objections thereto. (i) ADJUSTMENT TO WELLCOMM CASH CONSIDERATION. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts in The WellComm Cash Consideration will be adjusted as follows: (i) If the Working Capital of WellComm derived from the Closing Balance Sheet or Buyer's calculation exceeds the Estimated Working Capital (a "WORKING CAPITAL EXCESS"), within three (3) business days of the Stockholders' Equity Amount and/or Buyer's calculation day on which the Closing Balance Sheet is finalized in accordance with Section 2(h) above, I-trax shall pay the amount of the Receivables Amount as Working Capital Excess to which Parent has disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall deliver the WellComm Stockholders in proportion to Buyer and Parent, as promptly as practicable, a report setting forth such calculations. Such report shall be final and binding upon Buyer and Parent. The cost of such review and report shall be borne (i) by Buyer if the difference between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation their ownership of the Stockholders' Equity Amount plus Buyer's calculation WellComm Shares as of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), Closing Date. (ii) by Parent If the Estimated Working Capital exceeds the Working Capital of WellComm derived from the Closing Balance Sheet, (a "WORKING CAPITAL DEFICIENCY"), within three (3) business days of the day on which the Closing Balance Sheet is finalized in accordance with Section 2(h) above, the WellComm Representative shall pay the Working Capital Deficiency from the amount held in the Holdback Account to I-trax and if the first Working Capital Deficiency exceeds the amount held in the Holdback Account at such difference is less than ------- time, the second WellComm Stockholders shall be jointly and severally responsible for the payment of such difference and (iiiexcess to I-trax. Any adjustment to the WellComm Cash Consideration pursuant to this Section 2(i) otherwise equally by Buyer and Parentshall be treated as an adjustment to the Merger Consideration.

Closing Balance Sheet. (a1) As promptly soon as practicablepracticable after the Closing Date, but no later than 90 days, the ninetieth (90th) day after the Closing Date, Buyer will cause deliver to be prepared and delivered to Parent a combined balance sheet the Members Representative an unaudited final Closing Balance Sheet, as well as its calculations of the Company Group final Net Working Capital as of the close of business Accounting Effective Time based on the Closing Date Balance Sheet, the final Indebtedness as of the Accounting Effective Time based upon the Closing Balance Sheet and the final Cash and Cash Equivalents based upon the Closing Balance Sheet, in each case without giving effect to the Merger or any financing transactions in connection therewith. The Closing Balance Sheet shall be prepared in accordance with GAAP as applied by the Company in the preparation of the Balance Sheet. If the Members Representative objects to Buyer’s calculation of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents, the Members Representative shall within thirty (30) days after receipt thereof notify Buyer of the "CLOSING BALANCE SHEET")same in writing, together which such notice shall include a description in reasonable detail of the basis of such objection and the Members Representative’s proposed modification of any such calculation. If the Members Representative does not object to any such calculation within such thirty (30)-day period, Buyer’s calculations shall be final, conclusive and binding on the parties. (2) If Buyer disagrees with a report all or any portion of Coopers the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above, the parties shall confer in an effort to resolve their differences during the fifteen (15)-day period following delivery of such proposed modification by the Members Representative. If Buyer does not object to the Members Representative’s proposed modification of the final Net Working Capital, Indebtedness and/or Cash and Cash Equivalents delivered by the Members Representative pursuant to Section 2.1(d)(1) above within fifteen (15) days following the delivery of such proposed modification by the Members Representative, the Members Representative’s proposed modification shall be final, conclusive and binding on the parties. (3) If, upon completion of such fifteen (15)-day period described in the first sentence of Section 2.1(d)(2) above, Buyer and the Members Representative are unable to resolve their differences, they shall promptly thereafter cause McGladrey & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity LLP (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with the procedures set forth in Exhibit B hereto. (b“Independent Accountant”) If Parent disagrees with Buyer's calculation of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). ------- (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Stockholders' Equity Amount final Net Working Capital, Indebtedness and/or Cash and the Final Receivables AmountCash Equivalents, as applicable. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ the Independent Accountant shall consider only those items or amounts in the Closing Balance Sheet or Buyer's the calculation of the Stockholders' Equity Amount final Net Working Capital, Indebtedness and/or Buyer's calculation of the Receivables Amount Cash and Cash Equivalents as to which Parent has Buyer and the Members Representative have disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ The Independent Accountant shall deliver to Buyer the Members Representative and ParentBuyer, as promptly as practicable, a report setting forth such its calculations. Such report shall be final final, conclusive and binding upon Buyer Buyer, the Surviving Company and Parentthe Members. The cost of such review and report shall be borne paid (i) one-half from the amounts deposited in the Reserve Account by Buyer if or on behalf of the difference between Members (and thereafter by the Final Stockholders' Equity Amount plus Non-Trust Unit Holders, Pro Rata) and (ii) one-half by Buyer. (4) The parties hereto agree that they will cooperate in good faith in the Final Receivables Amount preparation of the Closing Balance Sheet and Buyer's the calculation of the Stockholders' Equity Amount plus Buyer's calculation estimated and final Net Working Capital, Indebtedness and Cash and Cash Equivalents and in the conduct of the Receivables Amount delivered pursuant reviews referred to Section 2.04(ain Sections 2.1(c) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b(d), (ii) by Parent if including, without limitation, making available, to the first such difference is less than ------- the second such difference extent necessary, books, records, work papers and (iii) otherwise equally by Buyer and Parentpersonnel on a reasonable basis during normal business hours.

Closing Balance Sheet. (a) As promptly as practicable, practical (but no later than 90 days, 20 business days after the Closing Date), the Members shall deliver to Buyer will cause to be prepared and delivered to Parent a combined an unaudited balance sheet of the Company Group as of the close opening of business on the Closing Date (the "CLOSING BALANCE SHEET"), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity (the Sheet"STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- ) prepared by Buyer in good faith on an accrual basis in accordance with the procedures set forth in Exhibit B heretoGAAP consistently applied. (bi) If Parent disagrees with Buyer's calculation of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in may dispute the Closing Balance Sheet by notifying the Members in writing setting forth, in reasonable detail to the extent possible, the amount(s) in dispute and the basis for such dispute, within 20 business days of Buyer's calculation receipt of the Stockholders' Equity Amount and Closing Balance Sheet. In the Receivables Amount, in each case delivered pursuant to Section 2.04(a). ------- (c) If event of such a notice of disagreement shall be duly delivered pursuant to Section 2.04(b)dispute, Buyer and Parent shallthe Members shall attempt in good faith to resolve such dispute, during the 30 days following such ------- deliveryand any resolution by them as to any disputed amount(s) shall be final, use their best efforts to reach agreement binding and conclusive on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) Buyer and the Final Receivables Amount Members. (as defined belowii) which amounts shall If the Members and Buyer do not be less than resolve any such dispute within 10 business days of the amounts thereof shown in date of receipt by the Members of Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such periodwritten notice of dispute, Buyer and Parent are ------- unable the Members shall, within 3 additional business days, submit any such unresolved dispute to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly to review this Agreement an independent accounting firm of national reputation appointed jointly by Buyer and the disputed items Members (neither of which may unreasonably withhold or amounts for delay such appointment) (the purpose "Independent Accounting Firm"), which firm shall, within 30 business days of calculating the Final Stockholders' Equity Amount each such submission, resolve such remaining dispute, and such resolution shall be binding and conclusive on Buyer and the Final Receivables AmountMembers. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts in the Closing Balance Sheet or Buyer's calculation The fees and disbursements of the Stockholders' Equity Amount and/or Buyer's calculation of the Receivables Amount as to which Parent has disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall deliver to Buyer and Parent, as promptly as practicable, a report setting forth such calculations. Such report shall be final and binding upon Buyer and Parent. The cost of such review and report Independent Accounting Firm shall be borne by the Members and Buyer in the proportion that the aggregate amount of disputed item submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed item so submitted. (iii) The Working Capital, adjusted for the resolution of any and all disputes pursuant to subparagraph (i) by Buyer if the difference between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation of the Stockholders' Equity Amount plus Buyer's calculation of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), or (ii) by Parent if above, will be deemed to be the first Working Capital for purposes of Paragraph (a) above upon the later of (A) the lapse of the 20 day period referred to in subsection (b)(i) above, (B) to the extent any amount is still in dispute, the lapse of the 10 day period referred to in subsection (b)(ii) above or (C) such difference is less than ------- later date upon which all disputes submitted to the second such difference and Independent Accounting Firm pursuant to subsection (iiib)(ii) otherwise equally above have been resolved. (iv) The Working Capital Adjustment shall be paid by Buyer and Parentto the Members or by the Members to Buyer, as the case may be, in immediately available funds within three business days after the final determination of the Working Capital in accordance with this Section 1.3.

Closing Balance Sheet. Following the Closing, Buyer shall prepare the Closing Balance Sheet and its calculations of the Net Working Capital, Cash, and Debt immediately prior to the Effective Time (a) As promptly as practicablethe “Calculations”), but and Buyer shall deliver the same to Members’ Representative no later than 90 daysthe ninetieth (90th) calendar day following the Closing Date. At least seven (7) business days prior to Buyer’s delivery of its Closing Balance Sheet and Calculations, Buyer shall provide drafts thereof to Members’ Representative and shall discuss with Members’ Representative any questions or concerns that Members’ Representative has with regard to such drafts during such seven (7) day period. Thereafter, the Closing Balance Sheet and Calculations delivered to Members’ Representative shall be final and binding on the Parties unless Members’ Representative objects within twenty (20) days after receipt thereof by: (i) notifying Buyer in writing of each objection; and (ii) delivering to Buyer a statement describing the basis for each objection along with Members’ Representative’s Closing Balance Sheet and Calculations; provided that any such objection may only be based on a claim that the Closing Balance Sheet or Calculations were not prepared in accordance with the terms of this Agreement or on a claim of mathematical error. Any component of Buyer’s Closing Balance Sheet and Calculations that is not the subject of an objection by Members’ Representative shall be final and binding on the Parties and will be the basis for the adjustments described in Section 4.4(f). If Buyer agrees with the objection(s) of Members’ Representative and Members’ Representative’s Closing Balance Sheet and Calculations, then Members’ Representative’s Closing Balance Sheet and Calculations shall be final and binding on the Parties and the Purchase Price shall be adjusted as set forth in Section 4.4(f). If Buyer does not agree with the objection(s) of Members’ Representative or Members’ Representative’s Closing Balance Sheet and Calculations, then Buyer must, within fifteen (15) days after receipt of Members’ Representative’s objection(s) and Calculations, notify Members’ Representative of its disagreement. Throughout the period following the Closing Date, Buyer will cause shall permit Members’ Representative and its counsel, accountants and other advisors complete access to be prepared and delivered to Parent a combined balance sheet the financial records of the Company Group as that are relevant to preparation of the close of business on the Closing Date (the "CLOSING BALANCE SHEET"), together with a report of Coopers & ▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with the procedures set forth in Exhibit B hereto. (b) If Parent disagrees with Buyer's calculation of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). ------- (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") to promptly to review this Agreement and the disputed items or amounts for the purpose of calculating the Final Stockholders' Equity Amount and the Final Receivables Amount. In making such calculation, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts in the Closing Balance Sheet or Buyer's calculation of the Stockholders' Equity Amount and/or Buyer's calculation of the Receivables Amount as to which Parent has disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall deliver to Buyer and Parent, as promptly as practicable, a report setting forth such calculations. Such report shall be final and binding upon Buyer and Parent. The cost of such review and report shall be borne (i) by Buyer if the difference between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation of the Stockholders' Equity Amount plus Buyer's calculation of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), (ii) by Parent if the first such difference is less than ------- the second such difference and (iii) otherwise equally by Buyer and ParentCalculations.

Closing Balance Sheet. (ai) As promptly as practicable, but no later than 90 days, Within thirty (30) days after the Closing DateDate (or, Buyer if applicable, within the extended period described in Section 7(e) below), I-trax will cause prepare and deliver to be prepared and delivered to Parent the WellComm Representative on behalf of the WellComm Stockholders a combined draft balance sheet of (the Company Group "Draft Closing Balance Sheet") for WellComm as of the close of business on January 31, 2002 (determined on a pro forma basis as though the Parties had not consummated the transactions contemplated by this Agreement). I-trax will prepare the Draft Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; provided, however, that (A) assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year-end (which normally are determined through the "CLOSING BALANCE SHEET")application of so-called interim accounting conventions or procedures) will be determined, together with a report for purposes of Coopers & the Draft Closing Balance Sheet, through full application of the procedures used in preparing the most recent audited balance sheet included within the Financial Statements and (B) the Larry Jensen Redemption Amount, the Bonus Liability, the Tr▇▇▇▇▇▇▇ or ▇▇▇▇▇ & ▇▇▇▇▇ thereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with the procedures set forth in Exhibit B hereto. (b) If Parent disagrees with Buyer's calculation of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). ------- (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP ofessional Fees and costs of preparing and filing WellComm's tax returns for 2001 shall, if not paid prior to January 31, 2002, be accrued as Current Liabilities on the Draft Closing Balance Sheet. (ii) If the WellComm Representative has any objections to the Draft Closing Balance Sheet, the WellComm Representative will deliver a detailed statement describing his objections to I-trax (a "▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇Statement of Objections") to promptly to review this Agreement within twenty (20) days after receiving the Draft Closing Balance Sheet. I-trax and the disputed items or amounts for WellComm Representative will use reasonable efforts to resolve among themselves any matter contained in the purpose Statement of calculating the Final Stockholders' Equity Amount Objections. If I-trax and the Final Receivables AmountWellComm Representative do not obtain a final resolution within thirty (30) days after the WellComm Representative has delivered the Statement of Objections to I-trax, I-trax and the WellComm Representative will select an accounting firm mutually acceptable to them to resolve any remaining objections. In making such calculationIf I-trax and the WellComm Representative are unable to agree on the choice of an accounting firm, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts they will select a nationally recognized accounting firm by lot (after excluding their respective regular outside accounting firms). The determination of any accounting firm so selected will be set forth in writing and will be conclusive and binding upon the parties. I-trax will revise the Draft Closing Balance Sheet or Buyer's calculation as appropriate to reflect the resolution of any objections thereto pursuant to this Section 2(h)(ii). The Closing Balance Sheet" shall mean the Draft Closing Balance Sheet together with any revisions thereto pursuant to this Section 2(h)(ii). In the event I-trax and the WellComm Representative submit any unresolved objections to the Draft Closing Balance Sheet to an accounting firm for resolution as provided herein, I-trax and the WellComm Stockholders shall share responsibility for the fees and expenses of the Stockholders' Equity Amount and/or Buyer's calculation of the Receivables Amount accounting firm as to which Parent has disagreed. ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall deliver to Buyer and Parent, as promptly as practicable, a report setting forth such calculations. Such report shall be final and binding upon Buyer and Parent. The cost of such review and report shall be borne (i) by Buyer if the difference between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyer's calculation of the Stockholders' Equity Amount plus Buyer's calculation of the Receivables Amount delivered pursuant to Section 2.04(a) is more than the difference ------- between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Parent's calculation of the Stockholders' Equity Amount plus Parent's calculation of the Receivables Amount delivered pursuant to Section 2.04(b), (ii) by Parent if the first such difference is less than ------- the second such difference and (iii) otherwise equally by Buyer and Parent.follows:

Closing Balance Sheet. (a) As promptly soon as practicable, practicable but no later than 90 days, after 45 days following the Closing Date, Buyer will cause to be prepared and delivered to Parent a combined balance sheet of the Company Group as of the close of business on the Closing Date (the "CLOSING BALANCE SHEET"), together with a report of Coopers & Managers shall deliver to ▇▇▇▇▇▇▇ or a balance sheet (the "Closing Balance Sheet") for the Company dated as of the close of business the day prior to the date of Closing (the "Closing Balance Sheet Date"), which Closing Balance Sheet shall be prepared by the Company and reviewed by ▇▇▇▇▇ & ▇▇▇▇▇▇ thereon, and a certificate based on such Closing Balance Sheet setting forth Buyer's calculation of stockholders' equity Company LLP (the "STOCKHOLDERS' EQUITY AMOUNT"), the amount of the Parent Receivables, the amount of the Finance Receivables (together with the amount of the Parent Receivables, the "RECEIVABLES AMOUNT"), in each case before giving effect to any payment thereof pursuant to Section 2.03. The Closing Balance Sheet shall be ---- prepared by Buyer in good faith in accordance with the procedures set forth in Exhibit B hereto. (b) If Parent disagrees with Buyer's calculation of the Stockholders' Equity Amount or Buyer's calculation of the Receivables Amount, in each case delivered pursuant to Section 2.04(a), Parent may, within 20 days ------- after delivery of the documents referred to in Section 2.04(a), deliver a ------- notice to Buyer disagreeing with such calculation and setting forth Parent's calculation of such amounts. Any such notice of disagreement shall specify those items or amounts as to which Parent disagrees, and Parent shall be deemed to have agreed with all other items and amounts contained in the Closing Balance Sheet and the Buyer's calculation of the Stockholders' Equity Amount and the Receivables Amount, in each case delivered pursuant to Section 2.04(a). ------- (c) If a notice of disagreement shall be duly delivered pursuant to Section 2.04(b), Buyer and Parent shall, during the 30 days following such ------- delivery, use their best efforts to reach agreement on the disputed items or amounts in order to determine, as may be required, the Final Stockholders' Equity Amount (as defined below) and the Final Receivables Amount (as defined below) which amounts shall not be less than the amounts thereof shown in Buyer's calculations delivered pursuant to Section 2.04(a) ------- nor more than the amounts thereof shown in Parent's calculation delivered pursuant to Section 2.04(b). If, during such period, Buyer and Parent are ------- unable to reach such agreement, they shall promptly thereafter cause ▇▇▇▇▇▇ ▇▇▇▇▇▇") and shall set forth the assets and liabilities of the Company as of the close of business on the Closing Balance Sheet Date. The Closing Balance Sheet shall present fairly the financial position of the Company as of the Closing Balance Sheet Date, in accordance with GAAP (the "Interim Financial Statement Standards"). (i) If ▇▇ LLP ("▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇") determines to promptly to review this Agreement and dispute in good faith that the disputed items or amounts for Closing Balance sheet has not been prepared in accordance with the purpose of calculating the Final Stockholders' Equity Amount and the Final Receivables Amount. In making such calculationInterim Financial Statement Standards, ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ shall consider only those items or amounts notify the Member's Representative in writing thereof (the Closing Balance Sheet or Buyer's calculation of the Stockholders' Equity Amount and/or Buyer's calculation of the Receivables Amount as to which Parent has disagreed. "▇▇▇▇▇▇▇ Notice") within 14 days after delivery to the ▇▇▇▇▇▇▇ of the Closing Balance Sheet (the "Notice Period"). The ▇▇▇▇▇▇▇ Notice shall set forth in reasonable detail the alleged non-conformance and the amount(s) being disputed. If ▇▇▇▇▇▇▇ does not deliver the ▇▇▇▇▇▇▇ Notice within the Notice Period, the Closing Balance Sheet shall become final and binding upon all parties. (ii) If the ▇▇▇▇▇▇▇ Notice is delivered within the Notice Period, the Members' Representative and ▇▇▇▇▇▇▇ shall deliver attempt in good faith to Buyer resolve all dispute(s). If ▇▇▇▇▇▇▇ and Parentthe Members are unable to resolve any disputed item within 14 days after receipt of the ▇▇▇▇▇▇▇ Notice, as promptly as practicablesuch disputed item(s), a report setting forth such calculations. Such report shall be final and binding upon Buyer and Parent. The cost of such review and report shall be borne (i) by Buyer if the difference between the Final Stockholders' Equity Amount plus the Final Receivables Amount and Buyertogether with each party's calculation of the StockholdersCompany's Working Capital, Total Assets and Net Members' Equity Amount plus Buyer's calculation Capital (in each case, as defined below) as of the Receivables Amount delivered pursuant Closing Balance Sheet Date, shall be submitted to Section 2.04(a) is more a nationally recognized "Big Five" accounting firm or its successor (other than the difference ------- between Company's or ▇▇▇▇▇▇▇'▇ regular auditors or their successors) chosen by lot, which accounting firm shall be instructed to arbitrate such disputed item(s) and determine the Final StockholdersCompany's Working Capital, Total Assets and Net Members' Equity Amount plus the Final Receivables Amount and Parent's calculation Capital as of the Stockholders' Equity Amount plus Parent's calculation Closing Balance Sheet Date. The resolution of disputes by the Receivables Amount delivered pursuant accounting firm so selected shall be set forth in writing and shall be conclusive and binding upon all parties and adjustment may be entered thereon by any court having jurisdiction over the parties. The costs of such resolution by such accounting firm shall be borne one half by the Members, in proportion to Section 2.04(b)their respective Pro Rata Percentages, (ii) on the one hand, and one half by Parent if ▇▇▇▇▇▇▇, on the first such difference is less than ------- the second such difference and (iii) otherwise equally by Buyer and Parentother hand.