Common use of Debt Amount Clause in Contracts

Debt Amount. Within ten (10) days after receipt of the Seller's CDA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CDA Response Notice"). If the Seller does not object to the Accountants' CDA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CDA Report, then the adjustment based on the then final Closing Debt Amount (the "Final Debt Amount"), if any, shall be paid by the Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amounts shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. The term "Value" in respect of a share of DocuNet Common Stock shall mean the lower of the Initial Public Offering Price and the average closing price of the DocuNet Common Stock during the 20 trading- day period ending immediately prior to the applicable payment date. If the Seller objects to the Accountants' CDA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Debt Amount and the Final Debt Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amounts shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing cash in a like amount with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and the Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.

Debt Amount. Within ten (10) days after receipt of the Seller's CDA Objection, the Purchaser will notify the Seller whether it accepts or disputes the Seller's adjustments, if any, which notification shall set forth in reasonable detail the adjustments made by the Seller which the Purchaser continues to dispute (the "Purchaser's CDA Response Notice"). If the Seller does not object to the Accountants' CDA Report, or if the Purchaser agrees to accept the Seller's adjustments to the Accountants' CDA Report, then the adjustment based on the then final Closing Debt Amount (the "Final Debt Amount"), if any, shall be paid by the Seller to the Purchaser in immediately available funds within five (5) business days of such acceptance. If such amount is not received by Purchaser within such time period, such amounts shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing with the Escrow Agent upon such payment either or a number of shares of DocuNet Common Stock having an aggregate Value (as defined below) equal to such amount. The term "Value" in respect of a share of DocuNet Common Stock shall mean the lower of the Initial Public Offering Price and the average closing price of the DocuNet Common Stock during the 20 trading- trading-day period ending immediately prior to the applicable payment date. If the Seller objects to the Accountants' CDA Report as set forth above and the Purchaser does not accept the Seller's proposed adjustments, then an independent accounting firm mutually satisfactory to the Seller and the Purchaser shall be engaged to determine the amount of the Closing Debt Amount and the Final Debt Amount, based upon the calculations of the independent accountants, and any adjustments of Base Purchase Price based on the amount determined as provided above shall be paid to the Purchaser in immediately available funds within five (5) business days of the determination of such amount by such accounting firm. If such amount is not received by Purchaser within such time period, such amounts shall be paid from the Escrow Amount pursuant to the Escrow Agreement and Seller shall be obligated to replenish the Escrow Amount by depositing cash in a like amount with the Escrow Agent upon such payment either cash in a like amount or a number of shares of DocuNet Common Stock having an aggregate Value equal to such amount. The parties hereto agree to cooperate fully with such independent accountants at their own cost and expense, including, but not limited to, providing such independent accountants with access to, and copies of, all books and records that they shall reasonably request. The Purchaser and the Seller shall each bear one-half of all of the costs and expenses of such independent accounting firm, and if the parties hereto are unable to agree upon an independent accounting firm, the Seller and the Purchaser will request that one be designated by the President of the Philadelphia office of the American Arbitration Association.