Common use of Adjustments for Net Working Capital Clause in Contracts

Adjustments for Net Working Capital. (a) Within 60 days following the Closing Date, the Sellers shall prepare and deliver to the Purchaser a schedule (calculated on a basis consistent with Schedule 1.1-C) setting forth the Sellers’ determination of the Net Working Capital as of the Closing Date (the “Closing Date Net Working Capital”). The Purchaser shall make available to the Sellers all of its books and records relating to the Business and otherwise cooperate with the Sellers to facilitate timely preparation of and resolution of any disputes relating to such schedule. The Purchaser shall have 30 days following receipt of the Sellers’ determination of the Closing Date Net Working Capital during which to review the Sellers’ determination of the Closing Date Net Working Capital, together with work papers of the Sellers used in the preparation thereof (which the Sellers shall provide to the Purchaser promptly upon the Purchaser’s request), and to notify the Sellers in writing of any dispute of any item contained in the Closing Date Net Working Capital, which notice shall set forth in reasonable detail the basis for such dispute. The Purchaser and the Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible. In the event the Purchaser and the Sellers are unable to resolve any disputed item within 60 days following delivery by the Sellers of the schedule described above, such unresolved disputed items shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, (i) the Houston, Texas office of Deloitte or (ii) in the event such firm is unable or unwilling to take such assignment, a firm having appropriate accounting expertise as selected by the mutual agreement of the Purchaser and the Sellers (such identified accounting firm or, if applicable, the firm so selected, the “Accounting Arbitrator”). The Parties shall cooperate with the Accounting Arbitrator and shall provide the Accounting Arbitrator access to such books and records as may be reasonably necessary to permit a determination by the Accounting Arbitrator. The Accounting Arbitrator shall make its determination on a basis consistent with Schedule 1.1-C. The resolution by the Accounting Arbitrator shall be final and binding on the Parties. The Accounting Arbitrator shall use commercially reasonable efforts to complete its work within 30 days following its engagement. The expenses of the Accounting Arbitrator shall be shared equally by the Purchaser and the Sellers. (b) (i) “Final Net Working Capital” shall mean: