Common use of Actual Working Capital Clause in Contracts

Actual Working Capital. (i) As soon as practicable after the date hereof, but not later than ninety (90) days following the date hereof, Purchaser shall prepare and deliver to Seller the following: (A) a balance sheet of the Business based upon the Purchased Assets and Assumed Liabilities as of the Closing Date prepared in accordance with GAAP consistently applied (the “Final Closing Balance Sheet”), reflecting all adjustments made by Purchaser to the Estimated Closing Balance Sheet; (B) Purchaser’s calculation of the Working Capital as of the Closing Date (the “Actual Working Capital”) which shall be consistent with the methodology set forth in Section 1.6(a)(ii), together with a statement setting forth the amount, if any, by which the Actual Working Capital is less than the Estimated Working Capital (such deficiency, the “Working Capital Deficit”) or the Actual Working Capital is greater than the Estimated Working Capital (such excess, the “Working Capital Surplus”); and (C) all workpapers and copies of source documents that reasonably support and document the determination of the Actual Working Capital (collectively, the “Supporting Documents”). (ii) Purchaser shall prepare or coordinate the preparation of the Final Closing Balance Sheet, the cost of which shall be borne by Purchaser. Seller, Purchaser, and their respective accountants and other representatives shall fully cooperate with each other in the preparation and review of the Final Closing Balance Sheet, including, without limitation, by providing access to accountant’s work papers relevant to the Final Closing Balance Sheet, as well as the books and records related thereto. (iii) Within thirty (30) days after the delivery of the Final Closing Balance Sheet and Supporting Documents to Seller, Seller may deliver written notice (the “Protest Notice”) to Purchaser of any objections to Purchaser’s calculation of the Actual Working Capital. The Protest Notice shall (A) describe the nature of Seller’s objection in reasonable detail, (B) identify the specific items involved and the dollar amount of each such objection, and (C) be accompanied with reasonable supporting documentation for each of Seller’s objections. If Seller fails to deliver a Protest Notice within such 30-day period, then Seller will be deemed to have accepted the Final Closing Balance Sheet and Purchaser’s calculation of the Actual Working Capital and may not introduce additional disagreements with respect to any item in the Final Closing Balance Sheet. (iv) If Seller timely delivers a Protest Notice to Purchaser, then any dispute shall be resolved as follows: (A) The parties shall promptly endeavor to negotiate in good faith to reach agreement upon the amount of the Actual Working Capital. In the event that a written agreement determining the amount of the Actual Working Capital has not been reached within ten (10) business days after the date of receipt by Purchaser of the Protest Notice, each of Seller and Purchaser shall each select one (1) reputable accounting firm and the two (2) accounting firms selected by Seller and Purchaser shall jointly choose a third reputable accounting firm (with whom neither Purchaser or its affiliates, nor Seller, the Shareholder or their respective affiliates, have any relationship) to arbitrate the dispute over the calculation of the Actual Working Capital, which accounting firm shall serve as the arbiter for the dispute over the calculation of the Actual Working Capital (the “Working Capital Arbiter”). Upon the selection of the Working Capital Arbiter, each of Purchaser’s and the Seller’s determination of the items in dispute shall be submitted to the Working Capital Arbiter. (B) The Working Capital Arbiter shall be directed to render a detailed written report that sets forth the resolution of all items in dispute (the “Disputed Items”) and that contains a final copy of the Final Closing Balance Sheet as promptly as practicable, and to resolve only the Disputed Items. Each of Seller and Purchaser shall furnish to the Working Capital Arbiter such work papers, schedules and other documents and information relating to the Disputed Items as the Working Capital Arbiter may reasonably request. The Working Capital Arbiter shall establish the procedures it shall follow (including procedures regarding the presentation of materials supporting each party’s position) giving due regard to the mutual intention of the Purchaser and Seller to resolve each of the Disputed Items as accurately, quickly, efficiently and inexpensively as possible, but in no event later than thirty (30) days after the Protest Notice is sent by the Seller. The Working Capital Arbiter’s resolution of the Disputed Items and the calculation of the Actual Working Capital shall be final and binding upon each party hereto absent manifest error by the Working Capital Arbiter. The fees and expenses of the Working Capital Arbiter shall be borne exclusively by the party whose last proposal with respect to the Disputed Items and the Actual Working Capital (prior to the submission thereof to the Working Capital Arbiter) is furthest from the final determination of the Disputed Items and Actual Working Capital by the Working Capital Arbiter. (v) If, after the final determination of the Actual Working Capital, there is a Working Capital Deficit, then the Purchase Price shall be reduced dollar-for-dollar by the entire amount of such Working Capital Deficit. Purchaser shall be entitled to the amount of such reduction, which amount shall be paid by Seller to Purchaser within ten (10) days after the final determination of the Actual Working Capital. (vi) If, after the final determination of the Actual Working Capital, there is a Working Capital Surplus, then the Purchase Price shall be increased dollar-for-dollar by the entire amount of such Working Capital Surplus. Seller shall be entitled to the amount of such increase, which sum shall be paid by Purchaser to Seller within ten (10) days after the final determination of the Actual Working Capital. (vii) Upon written notice to Seller specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 1.6 after a final determination by the Working Capital Arbiter as provided for above, or as to which Seller does not deliver a Protest Notice as provided for above, against amounts otherwise payable under Section 1.7. The exercise of such a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 1.7. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser or Seller in any manner in the enforcement of any other remedies that may be available to it.

Actual Working Capital. (i) As soon as practicable after the date hereof, but not later than ninety (90) days following the date hereof, Purchaser shall prepare and deliver to Seller the following: (A) a balance sheet of the Business based upon the Purchased Assets and Assumed Liabilities as of the Closing Date prepared in accordance with GAAP consistently applied (the “Final Closing Balance Sheet”), reflecting all adjustments made by Purchaser to the Estimated Closing Balance Sheet; (B) Purchaser’s calculation of the Working Capital as of the Closing Date (the “Actual Working Capital”) which shall be consistent with the methodology set forth in Section 1.6(a)(ii6(a)(ii), together with a statement setting forth the amount, if any, by which the Actual Working Capital is less than the Estimated Working Capital (such deficiency, the “Working Capital Deficit”) or the Actual Working Capital is greater than the Estimated Working Capital (such excess, the “Working Capital Surplus”); and (C) all workpapers and copies of source documents that reasonably support and document the determination of the Actual Working Capital (collectively, the “Supporting Documents”). (ii) Purchaser shall prepare or coordinate the preparation of the Final Closing Balance Sheet, the cost of which shall be borne by Purchaser. Seller, Purchaser, and their respective accountants and other representatives shall fully cooperate with each other the Purchaser in the preparation and review of the Final Closing Balance Sheet, including, without limitation, by providing access to accountant’s work papers relevant to the Final Closing Balance Sheet, Sheet as well as the books and records related thereto. (iii) Within thirty sixty (3060) days after the delivery of the Final Closing Balance Sheet and Supporting Documents to Seller, Seller may deliver written notice (the “Protest Notice”) to Purchaser of any objections to Purchaser’s calculation of the Actual Working Capital. The Protest Notice shall (A) describe the nature of Seller’s objection in reasonable detail, (B) identify the specific items involved and the dollar amount of each such objection, and (C) be accompanied with reasonable supporting documentation for each of Seller’s objections. If Seller fails to deliver a Protest Notice within such 3060-day period, then Seller will be deemed to have accepted the Final Closing Balance Sheet and Purchaser’s calculation of the Actual Working Capital and may not introduce additional disagreements with respect to any item in the Final Closing Balance Sheet. (iv) If Seller timely delivers a Protest Notice to Purchaser, then any dispute shall be resolved as follows: (A) The parties shall promptly endeavor to negotiate in good faith to reach agreement agree upon the amount of the Actual Working Capital. In the event that If a written agreement determining the amount of the Actual Working Capital has not been reached within ten (10) business days after the date of receipt by Purchaser of the a Protest Notice, each of then Seller and Purchaser each shall each select one (1) a reputable accounting firm and the two (2) accounting firms selected by Seller and Purchaser shall jointly choose a third reputable accounting firm (with whom neither Purchaser or its affiliates, nor Seller, the Shareholder or their its respective affiliates, have any relationship) to arbitrate the dispute over the calculation of the Actual Working Capital, which accounting firm shall serve as the arbiter for the dispute over the calculation of the Actual Working Capital (the “Working Capital Arbiter”). Upon the selection of the Working Capital Arbiter, each of Purchaser’s and the Seller’s determination of the items in dispute shall be submitted to the Working Capital Arbiter. (B) The Working Capital Arbiter shall be directed to render a detailed written report that sets forth the resolution of all items in dispute (the “Disputed Items”) and that contains a final copy of the Final Closing Balance Sheet as promptly as practicable, and to resolve only the Disputed Items. Each of Seller and Purchaser shall each furnish to the Working Capital Arbiter such work papers, schedules and other documents and information relating to the Disputed Items as the Working Capital Arbiter may reasonably request. The Working Capital Arbiter shall establish the procedures it shall follow (including procedures regarding the presentation of materials supporting each party’s position) giving due regard to the mutual intention of the Purchaser and Seller to resolve each of the Disputed Items as accurately, quickly, efficiently and inexpensively as possible, but in no event later than thirty ninety (3090) days after the Protest Notice is sent by the Seller. The Working Capital Arbiter’s resolution of the Disputed Items and the calculation of the Actual Working Capital shall be final and binding upon each party hereto absent manifest error by the Working Capital Arbiter. The fees and expenses of the Working Capital Arbiter shall be borne exclusively by the party whose last proposal with respect Seller and the Purchaser in proportion to the Disputed Items and the amounts by which their respective calculations of Actual Working Capital (prior to the submission thereof to the Working Capital Arbiter) is furthest differ from the final determination of the Disputed Items and Actual Working Capital as finally determined by the Working Capital Arbiter. (v) If, after the final determination of the Actual Working Capital, there is a Working Capital Deficit, then the Purchase Price shall be reduced dollar-for-dollar by the entire amount of such Working Capital Deficit. Purchaser shall be entitled to the amount of such reduction, which amount (the “Total Deficit”) shall be paid by as follows: (A) if the Total Deficit is less than the Adjustment Holdback, then Purchaser shall offset the amount of the Total Deficit against the Adjustment Holdback, and Purchaser shall pay the balance of the Adjustment Holdback, plus interest thereon from and including the Closing Date to, but excluding, the date of payment at a rate of six percent (6%) per annum, to Seller to Purchaser in accordance with Seller’s written instructions within ten (10) business days after the final determination of the Actual Working Capital; and (B) if the Total Deficit is greater than the Adjustment Holdback, then Seller shall pay to Purchaser the amount of such excess, plus interest thereon from and including the Closing Date to, but excluding, the date of payment at a rate of six percent (6%) per annum, within ten (10) business days after the final determination of the Actual Working Capital, and Purchaser shall be entitled to retain the full amount of the Adjustment Holdback. (vi) If, after the final determination of the Actual Working Capital, there is a Working Capital Surplus, then the Purchase Price shall be increased dollar-for-dollar by the entire amount of such Working Capital Surplus. Seller shall be entitled to the sum of (A) the amount of such increaseincrease and (B) the amount of the Adjustment Holdback, plus interest thereon from and including the Closing Date to, but excluding, the date of payment at a rate of six percent (6%) per annum, which sum shall be paid by Purchaser to Seller within ten (10) business days after the final determination of the Actual Working Capital. (vii) If, after the final determination of the Actual Working Capital, the Actual Working Capital is equal to the Estimated Working Capital, then Seller shall be entitled to the amount of the Adjustment Holdback, plus interest thereon from and including the Closing Date to, but excluding, the date of payment at a rate of six percent (6%) per annum, which amount shall be paid to Seller within ten (10) business days after the final determination of the Actual Working Capital. (viii) Upon written notice to Seller specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 1.6 6 after a final determination by the Working Capital Arbiter as provided for above, or as to which Seller does not deliver a Protest Notice as provided for above, against amounts otherwise payable under Section 1.78. The exercise of such a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 1.78. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser or Seller in any manner in the enforcement of any other remedies that may be available to it.

Actual Working Capital. (i) As soon as practicable after the date hereof, but not Not later than ninety (90) days following after the date hereofClosing Date, Purchaser Parent shall prepare and deliver to Seller the following: (A) a balance sheet of the Business based upon the Purchased Assets and Assumed Liabilities as of the Closing Date prepared in accordance with GAAP consistently applied (the “Final Closing Balance Sheet”), reflecting all adjustments made by Purchaser to the Estimated Closing Balance Sheet; (B) Purchaser’s Shareholder Representative an actual calculation of the Working Capital as of the Closing Date (the “Actual Working Capital”) which ). Parent shall be consistent provide the Shareholder Representative with the methodology set forth in Section 1.6(a)(ii), together with a statement setting forth the amount, if any, by which the Actual Working Capital is less than the Estimated Working Capital (such deficiency, the “Working Capital Deficit”) or the Actual Working Capital is greater than the Estimated Working Capital (such excess, the “Working Capital Surplus”); and (C) all workpapers and copies of source documents that reasonably support and document the determination of the Actual Working Capital (collectively, the “Supporting Documents”). (ii) Purchaser shall prepare or coordinate the preparation of the Final Closing Balance Sheet, the cost of which shall be borne by Purchaser. Seller, Purchaser, and their respective accountants and other representatives shall fully cooperate with each other in the preparation and review of the Final Closing Balance Sheet, including, without limitation, by providing reasonable access to accountant’s the work papers relevant to the Final Closing Balance Sheet, as well as the books and records related thereto. (iii) Within in connection with such calculation. Shareholder Representative shall have thirty (30) days after the delivery of the Final Closing Balance Sheet and Supporting Documents to Seller, Seller may deliver written notice (the “Protest Notice”) to Purchaser of any objections to Purchaser’s calculation of the Actual Working Capital. The Protest Notice shall (A) describe the nature of Seller’s objection in reasonable detail, (B) identify the specific items involved and the dollar amount of each such objection, and (C) be accompanied with reasonable supporting documentation for each of Seller’s objections. If Seller fails to deliver a Protest Notice within such 30-day period, then Seller will be deemed to have accepted the Final Closing Balance Sheet and Purchaser’s calculation of the Actual Working Capital and may not introduce additional disagreements with respect to any item in the Final Closing Balance Sheet. (iv) If Seller timely delivers a Protest Notice to Purchaser, then any dispute shall be resolved as follows: (A) The parties shall promptly endeavor to negotiate in good faith to reach agreement upon the amount of the Actual Working Capital. In the event that a written agreement determining the amount of the Actual Working Capital has not been reached within ten (10) business days after the date of receipt by Purchaser of the Protest Notice, each of Seller and Purchaser shall each select one (1) reputable accounting firm and the two (2) accounting firms selected by Seller and Purchaser shall jointly choose a third reputable accounting firm (with whom neither Purchaser or its affiliates, nor Seller, the Shareholder or their respective affiliates, have any relationship) to arbitrate the dispute over the calculation of the Actual Working Capital, which accounting firm shall serve as the arbiter for the dispute over the calculation of the Actual Working Capital (the “Working Capital ArbiterReview Period”). Upon the selection of the Working Capital Arbiter, each of Purchaser’s and the Seller’s determination of the items ) to notify Parent in dispute shall be submitted to the Working Capital Arbiter. (B) The Working Capital Arbiter shall be directed to render a detailed written report that sets forth the resolution of all items in dispute writing (the “Disputed ItemsDispute Notice”) that Shareholder Representative disputes the Actual Working Capital, and that contains if no such notice is given within such time period, the Actual Working Capital shall conclusively be deemed final on the first Business Day after the end of the Review Period. If the Shareholder Representative sends a Dispute Notice, Parent and the Shareholder Representative shall use commercially reasonable efforts to reconcile such disputes and reach agreement on the Actual Working Capital. If they are unable to resolve any such difference within the Review Period, Parent or Shareholder Representative may submit such remaining difference(s) to the Independent Accountant for prompt determination. Parent and the Shareholder Representative shall instruct the Independent Accountant to make a final copy determination of such difference(s) in accordance with the guidelines and procedures set forth in this Agreement and the applicable definitions set forth herein and shall request that such determination be delivered not more than thirty (30) days following submission of such differences. Parent and the Shareholder Representative shall execute any agreement required by the Independent Accountant to engage the Independent Accountant to provide the services hereunder, including an agreement to be jointly and severally liable for payment of the Final Closing Balance Sheet Independent Accountant’s fees and expenses; provided that the Independent Accountant shall apportion its fees as promptly as practicableset forth below, and any party required to resolve only pay in excess of the Disputed Itemsamount of such fees and expenses apportioned to such party shall be reimbursed promptly by the other party. Each Parent and the Shareholder Representative will cooperate with the Independent Accountant during the term of Seller its engagement. Parent and Purchaser the Shareholder Representative shall furnish instruct the Independent Accountant not to assign a value to any item in dispute greater than the greatest value for such item assigned by Parent, on the one hand, or the Shareholder Representative, on the other hand, or less than the smallest value for such item assigned by Parent, on the one hand, or the Shareholder Representative, on the other hand. Parent and the Shareholder Representative shall also instruct the Independent Accountant to make its determination based solely on presentations by Parent and the Shareholder Representative (which presentations shall also be provided to the Working Capital Arbiter other party) that are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). Parent and the Shareholder Representative shall promptly furnish or cause to be furnished to the Independent Accountant such work papers, schedules papers and other documents and information relating to the Disputed Items disputed issues as the Working Capital Arbiter Independent Accountant may reasonably requestrequest and are available to that party or its accountants or other representatives, and shall provide a copy of such information to the other party. The Working Capital Arbiter shall establish the procedures it shall follow (including procedures regarding the presentation of materials supporting each partyIndependent Accountant’s position) giving due regard to the mutual intention of the Purchaser and Seller to resolve each of the Disputed Items as accurately, quickly, efficiently and inexpensively as possible, but in no event later than thirty (30) days after the Protest Notice is sent by the Seller. The Working Capital Arbiter’s resolution of the Disputed Items and the calculation of the Actual Working Capital determination shall be final and binding upon each party hereto absent manifest error by on the Working Capital Arbiterparties effective on the date the Independent Accountant delivers its final resolution in writing to Parent and the Shareholder Representative. The Independent Accountant shall apportion its fees and expenses of for such determination between the Working Capital Arbiter shall be borne exclusively Parent and the Shareholder Representative so as to approximate the extent to which the parties’ submitted differences were, on a net basis, different from the amount finally resolved by the party whose last proposal Independent Accountant in accordance with respect this Section 2.3, as determined by reference to the Disputed Items and the Actual Working Capital (prior as an illustration, this sentence would result in apportionment between both parties equally if the amounts that each assigned to the submission thereof to the Working Capital Arbiter) is furthest items in dispute were equidistant from the final determination of the Disputed Items and Actual Working Capital amount finally resolved by the Working Capital ArbiterIndependent Accountant). (v) If, after the final determination of the Actual Working Capital, there is a Working Capital Deficit, then the Purchase Price shall be reduced dollar-for-dollar by the entire amount of such Working Capital Deficit. Purchaser shall be entitled to the amount of such reduction, which amount shall be paid by Seller to Purchaser within ten (10) days after the final determination of the Actual Working Capital. (vi) If, after the final determination of the Actual Working Capital, there is a Working Capital Surplus, then the Purchase Price shall be increased dollar-for-dollar by the entire amount of such Working Capital Surplus. Seller shall be entitled to the amount of such increase, which sum shall be paid by Purchaser to Seller within ten (10) days after the final determination of the Actual Working Capital. (vii) Upon written notice to Seller specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 1.6 after a final determination by the Working Capital Arbiter as provided for above, or as to which Seller does not deliver a Protest Notice as provided for above, against amounts otherwise payable under Section 1.7. The exercise of such a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 1.7. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser or Seller in any manner in the enforcement of any other remedies that may be available to it.

Actual Working Capital. (i) As soon as practicable after the date hereofClosing Date, but not later than ninety seventy-five (9075) days following the date hereofClosing Date, Purchaser shall prepare and deliver to Seller the following: (A) Sellers’ Representative, a balance sheet of the Business based upon the Purchased Assets and Assumed Liabilities Company as of the Closing Date prepared in accordance with GAAP consistently applied (the “Final Closing Balance Sheet”), reflecting all adjustments being made by Purchaser to the Estimated Closing Balance Sheet; (B) Purchaser’s Sheet and a calculation of the Working Capital as of the Closing Date (the “Actual Working Capital”) which shall be consistent with the methodology set forth in Section 1.6(a)(ii), together with (A) a statement setting forth the amount, if any, by which the Actual Working Capital is less than the Estimated Working Capital (such deficiency, the “Working Capital Deficit”) or the Actual Working Capital is greater than the Estimated Working Capital (such excess, the “Working Capital Surplus”); and ) and (CB) all workpapers and copies of source documents that reasonably support supports and document documents the determination of the Actual Working Capital Final Closing Balance Sheet (collectively, the “Supporting Documents”). (ii) . Purchaser shall prepare or coordinate the preparation of the Final Closing Balance Sheet, the cost of which shall be borne by Purchaser. SellerSellers, Purchaser, and their respective accountants and other representatives shall fully cooperate with each the other in the preparation and review of the Final Closing Balance Sheet, including, without limitation, by providing access to accountant’s work papers relevant to the Final Closing Balance Sheet, Sheet as well as the books and records related thereto. (iiiii) Within thirty sixty (3060) days after the delivery of the Final Closing Balance Sheet and Supporting Documents to Sellerthe Sellers’ Representative, Seller the Sellers’ Representative may deliver written notice (the “Protest Notice”) to Purchaser of any objections to Purchaser’s calculation of the Actual Working Capital. The Protest Notice objections, which notice shall (A) describe the nature of Seller’s any such objection in reasonable detail, (B) identify the specific items involved and the dollar amount of each such objection, and (C) be accompanied with . The Sellers’ Representative shall provide reasonable supporting documentation for each such objection concurrently with the delivery of Seller’s objectionsthe Protest Notice. If Seller fails to deliver a Protest Notice Alternatively, the Sellers’ Representative may, within such 30-day period, then Seller will be deemed to have accepted sixty (60) days after the delivery of the Final Closing Balance Sheet and Supporting Documents to the Sellers’ Representative, deliver a Protest Notice stating that Sellers, at their sole cost and expense, wish to have their own accountant conduct a review of the books and records of Purchaser, in which case Purchaser shall provide reasonable access to the Sellers’ Representative and Sellers’ accountants to Purchaser’s calculation books and records for a period of sixty (60) days after the delivery of the Actual Working Capital Protest Notice (the “Inspection Period”), and at the end of such 60-day period, the Sellers’ Representative may then deliver an additional Protest Notice within thirty (30) days after the end of such 60-day inspection period. The failure of the Sellers’ Representative to deliver a Protest Notice or an additional Protest Notice within the prescribed time periods will constitute the Sellers’ acceptance of the Final Closing Balance Sheet. After the end of such 60-day period, or after the end of the 30-day period following the end of the Inspection Period, if applicable, the Sellers’ Representative may not introduce additional disagreements with respect to any item in the Final Closing Balance Sheet. For the avoidance of doubt, amounts that are not subject to a Protest Notice shall be paid to Sellers or Purchaser, as the case may be, in accordance with Sections 3(b)(iv), 3(b)(v) and 3(b)(vi) below. (iviii) If Seller the Sellers’ Representative timely delivers a Protest Notice to Purchaser, then any dispute shall be resolved as follows: (A) The parties Sellers’ Representative and Purchaser shall promptly endeavor to negotiate in good faith in an attempt to reach agreement agree upon the amount of the Actual Working Capital. In the event that a written agreement determining the amount of the Actual Working Capital has not been reached within ten (10) business days after the date of receipt by Purchaser of the Protest Notice, each of Seller and Purchaser shall each select one (1) reputable accounting firm and the two (2) accounting firms selected by Seller and Purchaser shall jointly choose a third reputable accounting firm (with whom neither Purchaser or its affiliates, nor Seller, the Shareholder or their respective affiliates, have any relationship) to arbitrate the dispute over the calculation of the Actual Working Capital, which accounting firm G▇▇▇▇ ▇▇▇▇▇▇▇▇ LLP shall serve as the arbiter for the dispute over the calculation of the Actual Working Capital (the “Working Capital Arbiter”); provided, that at such time neither Purchaser or its principals, nor Sellers or their respective principals, have any relationship with such accounting firm. In the event that such a relationship exists, each of the Sellers’ Representative and Purchaser shall select one (1) reputable accounting firm, and the two (2) accounting firms selected by the Sellers’ Representative and Purchaser shall jointly choose one (1) reputable accounting firm with whom neither Purchaser or its principals, nor Sellers or their respective principals, have any relationship to serve as the Working Capital Arbiter. Upon the selection of the Working Capital Arbiter, each of Purchaser’s and the SellerSellers’ Representative’s determination of the items in dispute shall be submitted to the Working Capital Arbiter. (B) The Working Capital Arbiter shall be directed to render a detailed written report that sets forth the resolution of all items in dispute (the “Disputed Items”) and that contains a final copy of the Final Closing Balance Sheet as promptly as practicable, and to resolve only those issues of dispute set forth in the Disputed ItemsProtest Notice. Each of Seller the Sellers’s Representative and Purchaser shall furnish to the Working Capital Arbiter such work papers, schedules and other documents and information relating to the Disputed Items unresolved disputed issues as the Working Capital Arbiter may reasonably request. The Working Capital Arbiter shall establish the procedures it shall follow (including procedures regarding the presentation of materials supporting each party’s position) giving due regard to the mutual intention of the Purchaser and Seller Sellers to resolve each of the Disputed Items disputed items and amounts as accurately, quickly, efficiently and inexpensively as possible, but in no event later than thirty ninety (3090) days after the Protest Notice is sent by the SellerSellers. The Working Capital Arbiter’s resolution of the Disputed Items dispute and the calculation of the Actual Working Capital shall be final and binding upon each party hereto absent manifest error by the Working Capital Arbiter. The fees and expenses of the Working Capital Arbiter shall be borne exclusively by the party whose last proposal with respect to the Disputed Items and the Actual Working Capital disputed items (prior to the submission thereof to the Working Capital Arbiter) is furthest from the final determination of the Disputed Items and Actual Working Capital disputed items by the Working Capital Arbiter. (viv) If, after the final determination of the Actual Working CapitalCapital (or after delivery of the Final Closing Balance Sheet with respect to any portion of the Working Capital not then subject to an outstanding Protest Notice), there is a Working Capital Deficit, then the Purchase Price shall be reduced dollar-for-dollar by the entire amount of such Working Capital Deficit. Purchaser shall be entitled to the amount of such reduction, which amount (the “Total Deficit”) shall be paid by Seller to as follows: (A) if the Total Deficit is less than the WC Adjustment Holdback, then the amount of the Total Deficit shall be offset against the WC Adjustment Holdback and Purchaser shall pay the balance of the WC Adjustment Holdback, plus interest thereon from and including the Closing Date to, but excluding, the date of payment at a rate of six percent (6%) per annum, within ten (10) business days after the final determination of the Actual Working Capital; and (B) if the Total Deficit is greater than the WC Adjustment Holdback, then Sellers shall pay to Purchaser the amount of such excess, plus interest thereon from and including the Closing Date to, but excluding, the date of payment at a rate of six percent (6%) per annum, within ten (10) business days after the final determination of the Actual Working Capital, and the full amount of the WC Adjustment Holdback shall be retained by Purchaser. (viv) If, after the final determination of the Actual Working CapitalCapital (or after delivery of the Final Closing Balance Sheet with respect to any portion of the Working Capital not then subject to an outstanding Protest Notice), there is a Working Capital Surplus, then the Purchase Price shall be increased dollar-for-dollar by the entire amount of such Working Capital Surplus. Seller Sellers shall be entitled to the sum of (A) the amount of such increaseincrease and (B) the full amount of the WC Adjustment Holdback, plus interest thereon from and including the Closing Date to, but excluding, the date of payment at a rate of six percent (6%) per annum, within ten (10) business days after the final determination of the Actual Working Capital, which sum shall be paid by Purchaser to Seller Sellers within ten (10) business days after the final determination of the Actual Working Capital. (vi) If, after the final determination of the Actual Working Capital (or after delivery of the Final Closing Balance Sheet with respect to any portion of the Working Capital not then subject to an outstanding Protest Notice), the Actual Working Capital is equal to the Estimated Working Capital, then Sellers shall be entitled to the full amount of the WC Adjustment Holdback, plus interest thereon from and including the Closing Date to, but excluding, the date of payment at a rate of six percent (6%) per annum, which such amount shall be paid to Sellers within ten (10) business days after the final determination of the Actual Working Capital. (vii) Upon written notice to Seller the Sellers’ Representative specifying in reasonable detail the basis therefor, Purchaser may set-off any amount to which it may be entitled under this Section 1.6 3 after a final determination by the Working Capital Arbiter as provided for above, or as to which Seller above unless the Sellers’ Representative does not deliver a Protest Notice as provided for above, against amounts otherwise payable under Section 1.74. The exercise of such a right of set-off by Purchaser in good faith, whether or not ultimately determined to be justified, will not constitute a breach of Section 1.74. Neither the exercise of, nor the failure to exercise, such right of set-off will constitute an election of remedies or limit Purchaser or Seller Sellers in any manner in the enforcement of any other remedies that may be available to it.