Common use of Calculation of Final Closing Net Working Capital Clause in Contracts

Calculation of Final Closing Net Working Capital. (i) Within ninety (90) calendar days following the Closing Date, Purchaser shall prepare (or cause to be prepared) and deliver to the Selling Members a statement setting forth Purchaser’s calculation of the actual Closing Net Working Capital (the “Actual Closing Net Working Capital Statement”). The Actual Closing Net Working Capital Statement shall be prepared in accordance with the Company Accounting Practices and in reliance upon the financial books and records of the Company reflecting its assets and liabilities. Purchaser will make the work papers and back-up materials used in preparing the Actual Closing Net Working Capital Statement available to the Selling Members and their accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the review by Sellers of the Actual Closing Net Working Capital statement, and (B) the resolution by the parties of any objections thereto. (ii) Any one or more of the Selling Members may dispute any item or amount set forth in the Actual Closing Net Working Capital Statement, at any time within twenty (20) calendar days following receipt of the Actual Closing Net Working Capital Statement, by delivering to Purchaser a written notice of such dispute executed by the Selling Members (a “Notice of Dispute”) setting forth, in reasonable detail, (A) each item or amount so disputed by the Selling Members, (B) the Selling Members’ calculation of each such disputed item or amount, and (C) the Selling Members’ calculation of the Closing Net Working Capital of the Company after giving effect to the Selling Members’ calculation of each such disputed item or amount. In the event each Selling Member separately delivers a Notice of Dispute to the Purchaser, the Selling Members agree that they shall consolidate such disputes into a single Notice of Dispute such that the Purchaser shall only be required to respond to one Notice of Dispute pursuant to Section 1.3(b)(iii). (iii) If Purchaser does not receive a Notice of Dispute from the Selling Members delivered pursuant to and in accordance with Section 1.3(b)(ii) within the time period set forth therein, then (x) the Selling Member shall be deemed to have irrevocably consented and agreed to each item and amount set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser pursuant to Section 1.3(b)(i), and (y) for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser pursuant to Section 1.3(b)(i). If Purchaser receives a Notice of Dispute from the Selling Members delivered pursuant to and in accordance with Section 1.3(b)(ii) within the time period set forth therein, then Purchaser and the Selling Members shall use good faith efforts to resolve all disputed items and amounts set forth in the Notice of Dispute pursuant to good faith negotiations. In the event that Purchaser and the Selling Members shall reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then the Purchaser and Selling Members shall execute a memorandum setting forth such agreement and then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as agreed upon by Purchaser and the Selling Members. In the event that Purchaser and the Selling Members are unable to reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:

Calculation of Final Closing Net Working Capital. (i) Within ninety (90) calendar days following the Closing Date, Purchaser Parent shall prepare (or cause to be prepared) and deliver to the Selling Members Stockholder Representative a statement setting forth PurchaserParent’s calculation of the actual Closing Net Working Capital (the “Actual Closing Net Working Capital Statement”). The Actual Closing Net Working Capital Statement shall be prepared in accordance with the Company Accounting Practices and in reliance upon the financial books and records of the Company reflecting its assets and liabilities. Purchaser will make the work papers and back-up materials used in preparing the Actual Closing Net Working Capital Statement available to the Selling Members and their accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the review by Sellers of the Actual Closing Net Working Capital statement, and (B) the resolution by the parties of any objections thereto. (ii) Any one or more of the Selling Members The Stockholder Representative may dispute any item or amount set forth in the Actual Closing Net Working Capital Statement, at any time within twenty thirty (2030) calendar days following receipt of the Actual Closing Net Working Capital Statement, by delivering to Purchaser Parent a written notice of such dispute executed by the Selling Members (a “Notice of Dispute”) setting forth, in reasonable detaildetail and to the extent practicable, (A) each item or amount so disputed by the Selling MembersStockholder Representative, (B) the Selling Members’ Stockholder Representative’s calculation of each such disputed item or amount, and (C) the Selling Members’ Stockholder Representative’s calculation of the Closing Net Working Capital of the Company after giving effect to the Selling Members’ Stockholder Representative’s calculation of each such disputed item or amount. In the event each Selling Member separately delivers a Notice of Dispute to the Purchaser, the Selling Members agree that they shall consolidate such disputes into a single Notice of Dispute such that the Purchaser shall only be required to respond to one Notice of Dispute pursuant to Section 1.3(b)(iii). (iii) If Purchaser does Parent shall not receive a Notice of Dispute from the Selling Members Stockholder Representative delivered pursuant to and in accordance with Section 1.3(b)(ii1.7(b)(ii) within the time period set forth therein, then (xA) the Selling Member Stockholder Representative shall be deemed to have irrevocably consented and agreed to each item and amount set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser Parent pursuant to Section 1.3(b)(i1.7(b)(i), and (yB) for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser Parent pursuant to Section 1.3(b)(i1.7(b)(i). If Purchaser receives Parent shall receive a Notice of Dispute from the Selling Members Stockholder Representative delivered pursuant to and in accordance with Section 1.3(b)(ii1.7(b)(ii) within the time period set forth therein, then Purchaser Parent and the Selling Members Stockholder Representative shall use negotiate in good faith efforts to resolve all disputed items and amounts set forth in the Notice of Dispute pursuant to good faith negotiationsDispute. In the event that Purchaser Parent and the Selling Members Stockholder Representative shall reach agreement, within thirty (30) calendar days following PurchaserParent’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then the Purchaser and Selling Members shall execute a memorandum setting forth such agreement and then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as agreed upon by Purchaser Parent and the Selling MembersStockholder Representative. In the event that Purchaser Parent and the Selling Members Stockholder Representative are unable to reach agreement, within thirty (30) calendar days following PurchaserParent’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:

Calculation of Final Closing Net Working Capital. (i) Within ninety (90) calendar days following the Closing Date, Purchaser Parent shall prepare (or cause to be prepared) and deliver to the Selling Members Stockholder Representative a statement setting forth PurchaserParent’s calculation of the actual Closing Net Working Capital (the “Actual Closing Net Working Capital Statement”). The Actual Closing Net Working Capital Statement shall be prepared in accordance with the Company Accounting Practices and in reliance upon the financial books and records of the Company reflecting its assets and liabilities. Purchaser will make the work papers and back-up materials used in preparing the Actual Closing Net Working Capital Statement available to the Selling Members and their accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the review by Sellers of the Actual Closing Net Working Capital statement, and (B) the resolution by the parties of any objections thereto. (ii) Any one or more of the Selling Members The Stockholder Representative may dispute any item or amount set forth in the Actual Closing Net Working Capital Statement, at any time within twenty thirty (2030) calendar days following receipt of the Actual Closing Net Working Capital Statement, by delivering to Purchaser Parent a written notice of such dispute executed by the Selling Members (a “Notice of Dispute”) setting forth, in reasonable detaildetail and to the extent practicable, (A) each item or amount so disputed by the Selling MembersStockholder Representative, (B) the Selling Members’ Stockholder Representative’s calculation of each such disputed item or amount, and (C) the Selling Members’ Stockholder Representative’s calculation of the Closing Net Working Capital of the Company after giving effect to the Selling Members’ Stockholder Representative’s calculation of each such disputed item or amount. In the event each Selling Member separately delivers a Notice of Dispute to the Purchaser, the Selling Members agree that they shall consolidate such disputes into a single Notice of Dispute such that the Purchaser shall only be required to respond to one Notice of Dispute pursuant to Section 1.3(b)(iii). (iii) If Purchaser does Parent shall not receive a Notice of Dispute from the Selling Members Stockholder Representative delivered pursuant to and in accordance with Section 1.3(b)(ii1.7(b)(ii) within the time period set forth therein, then (xA) the Selling Member Stockholder Representative shall be deemed to have irrevocably consented and agreed to each item and amount set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser Parent pursuant to Section 1.3(b)(i1.7(b)(i), and (yB) for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser Parent pursuant to Section 1.3(b)(i1.7(b)(i). If Purchaser receives Parent shall receive a Notice of Dispute from the Selling Members delivered pursuant to and in accordance with Section 1.3(b)(ii) within the time period set forth therein, then Purchaser and the Selling Members shall use good faith efforts to resolve all disputed items and amounts set forth in the Notice of Dispute pursuant to good faith negotiations. In the event that Purchaser and the Selling Members shall reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then the Purchaser and Selling Members shall execute a memorandum setting forth such agreement and then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as agreed upon by Purchaser and the Selling Members. In the event that Purchaser and the Selling Members are unable to reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:the

Calculation of Final Closing Net Working Capital. (i) Within ninety (90) calendar days following the Closing Date, Purchaser Parent shall prepare (or cause to be prepared) and deliver to the Selling Members Representative a statement setting forth PurchaserParent’s calculation of the actual Closing Net Working Capital (the “Actual Closing Net Working Capital Statement”). The Actual Closing Net Working Capital Statement shall be prepared in accordance with the Company Accounting Practices and in reliance upon the financial books and records of the Company reflecting its assets and liabilities. Purchaser will make the work papers and back-up materials used in preparing the Actual Closing Net Working Capital Statement available to the Selling Members and their accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the review by Sellers of the Actual Closing Net Working Capital statement, and (B) the resolution by the parties of any objections thereto. (ii) Any one or more of the Selling Members The Representative may dispute any item or amount set forth in the Actual Closing Net Working Capital Statement, at any time within twenty thirty (2030) calendar days following receipt of the Actual Closing Net Working Capital Statement, by delivering to Purchaser Parent a written notice of such dispute executed by the Selling Members (a “Notice of Dispute”) setting forth, in reasonable detaildetail and to the extent practicable, (A) each item or amount so disputed by the Selling MembersRepresentative, (B) the Selling Members’ Representative’s calculation of each such disputed item or amount, and (C) the Selling Members’ Representative’s calculation of the Closing Net Working Capital of the Company after giving effect to the Selling Members’ Representative’s calculation of each such disputed item or amount. In the event each Selling Member separately delivers a Notice of Dispute to the Purchaser, the Selling Members agree that they shall consolidate such disputes into a single Notice of Dispute such that the Purchaser shall only be required to respond to one Notice of Dispute pursuant to Section 1.3(b)(iii). (iii) If Purchaser does Parent shall not receive a Notice of Dispute from the Selling Members Representative delivered pursuant to and in accordance with to Section 1.3(b)(ii2.8(c)(ii) within the time period set forth therein, then (xA) the Selling Member Representative shall be deemed to have irrevocably consented and agreed to each item and amount set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser Parent pursuant to Section 1.3(b)(i2.8(c)(i), and (yB) for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser Parent pursuant to Section 1.3(b)(i2.8(c)(i). If Purchaser receives Parent shall receive a Notice of Dispute from the Selling Members Representative delivered pursuant to and in accordance with Section 1.3(b)(ii2.8(c)(ii) within the time period set forth therein, then Purchaser Parent and the Selling Members Representative shall use good faith their respective commercially reasonable best efforts to resolve all disputed items and amounts set forth in the Notice of Dispute pursuant to good faith negotiations. In the event that Purchaser Parent and the Selling Members Representative shall reach agreement, within thirty (30) calendar days following PurchaserParent’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then the Purchaser and Selling Members shall execute a memorandum setting forth such agreement and then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as agreed upon by Purchaser Parent and the Selling MembersRepresentative. In the event that Purchaser Parent and the Selling Members Representative are unable to reach agreement, within thirty (30) calendar days following PurchaserParent’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:

Calculation of Final Closing Net Working Capital. (i) Within ninety (90) calendar days following the Closing Date, Purchaser shall prepare (or cause to be prepared) and deliver to the Selling Members Stockholder Representative a statement setting forth Purchaser’s calculation of the actual Closing Net Working Capital (the “Actual Closing Net Working Capital Statement”). The Actual Closing Net Working Capital Statement shall be prepared in accordance with the Company Accounting Practices and in reliance upon the financial books and records of the Company reflecting its assets and liabilities. Purchaser will make the work papers and back-up materials used in preparing the Actual Closing Net Working Capital Statement available to the Selling Members and their accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the review by Sellers of the Actual Closing Net Working Capital statement, and (B) the resolution by the parties of any objections thereto. (ii) Any one or more of the Selling Members The Stockholder Representative may dispute any item or amount set forth in the Actual Closing Net Working Capital Statement, at any time within twenty thirty (2030) calendar days following receipt of the Actual Closing Net Working Capital Statement, by delivering to Purchaser a written notice of such dispute executed by the Selling Members Stockholder Representative (a “Notice of Dispute”) setting forth, in reasonable detail, (A) each item or amount so disputed by the Selling MembersStockholder Representative, (B) the Selling Members’ Stockholder Representative’s calculation of each such disputed item or amount, and (C) the Selling Members’ Stockholder Representative’s calculation of the Closing Net Working Capital of the Company Group after giving effect to the Selling Members’ Stockholder Representative’s calculation of each such disputed item or amount. In Purchaser and the event each Selling Member separately delivers a Notice Companies shall provide the Stockholder Representative and its Representatives with reasonable access to Purchaser’s and the Companies’ employees, accountants, books, records, work papers and other supporting documents, including the work papers of Dispute its accountants, as requested by the Stockholder Representative in order to review and confirm the Purchaser, information and calculations contained in the Selling Members agree that they shall consolidate such disputes into a single Notice of Dispute such that the Purchaser shall only be required to respond to one Notice of Dispute pursuant to Section 1.3(b)(iii)Actual Closing Net Working Capital Statement. (iii) If Purchaser does not receive a Notice of Dispute from the Selling Members Stockholder Representative delivered pursuant to and in accordance with Section 1.3(b)(ii) within the time period set forth therein, then (x) the Selling Member Stockholder Representative shall be deemed to have irrevocably consented and agreed to each item and amount set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser pursuant to Section 1.3(b)(i), and (y) for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser pursuant to Section 1.3(b)(i). If Purchaser receives a Notice of Dispute from the Selling Members Stockholder Representative delivered pursuant to and in accordance with Section 1.3(b)(ii) within the time period set forth therein, then Purchaser and the Selling Members Stockholder Representative shall use good faith efforts to resolve all disputed items and amounts set forth in the Notice of Dispute pursuant to good faith negotiations. In the event that Purchaser and the Selling Members Stockholder Representative shall reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then the Purchaser and Selling Members Stockholder Representative shall execute a memorandum setting forth such agreement and then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as agreed upon by Purchaser and the Selling MembersStockholder Representative. In the event that Purchaser and the Selling Members Stockholder Representative are unable to reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then:

Calculation of Final Closing Net Working Capital. (i) Within ninety (90) calendar days following the Closing Date, Purchaser shall prepare (or cause to be prepared) and deliver to the Selling Members a reasonably detailed statement setting forth Purchaser’s calculation of the actual Closing Net Working Capital which shall use the same methodology for calculating the Estimated Closing Net Working Capital Statement as described on Schedule 1.3(a) (the “Actual Closing Net Working Capital Statement”). The Actual Closing Net Working Capital Statement ) and which shall be prepared in accordance with the Company Accounting Practices and in reliance upon the financial books and records of the Company reflecting its assets and liabilities. Purchaser will make the work papers and back-up materials used in preparing the Actual Closing Net Working Capital Statement available GAAP (subject to the Selling Members and their accountants and other representatives at reasonable times and upon reasonable notice at any time during (A) the review by Sellers of the Actual Closing Net Working Capital statement, and (B) the resolution by the parties of any objections theretoexceptions described in Schedule 1.3(a)). (ii) Any one or more of the The Selling Members may dispute any item or amount set forth in the Actual Closing Net Working Capital Statement, at any time within twenty thirty (2030) calendar days following receipt of the Actual Closing Net Working Capital Statement, by delivering to Purchaser a written notice of such dispute executed by the Selling Members (a “Notice of Dispute”) setting forth, in reasonable detail, (A) each item or amount so disputed by the Selling Members, (B) the Selling Members’ calculation of each such disputed item or amount, and (C) the Selling Members’ calculation of the Closing Net Working Capital of the Company after giving effect to the Selling Members’ calculation of each such disputed item or amount. In the event each Selling Member separately delivers a Notice of Dispute to the Purchaser, the Selling Members agree that they shall consolidate such disputes into a single Notice of Dispute such that the Purchaser shall only be required to respond to one Notice of Dispute pursuant to Section 1.3(b)(iii). (iii) If Purchaser does not receive a Notice of Dispute from the Selling Members delivered pursuant to and in accordance with Section 1.3(b)(ii) within the time period set forth therein, then (x) the Selling Member shall be deemed to have irrevocably consented and agreed to each item and amount set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser pursuant to Section 1.3(b)(i), and (y) for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as set forth in the Actual Closing Net Working Capital Statement delivered by Purchaser pursuant to Section 1.3(b)(i). If Purchaser receives a Notice of Dispute from the Selling Members delivered pursuant to and in accordance with Section 1.3(b)(ii) within the time period set forth therein, then Purchaser and the Selling Members shall use good faith efforts to resolve all disputed items and amounts set forth in the Notice of Dispute pursuant to good faith negotiations. The Selling Members shall be provided with reasonable access to all relevant books and records for the purposes of reviewing and analyzing such disputed items and amounts. In the event that Purchaser and the Selling Members shall reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all disputed items and amounts set forth in such Notice of Dispute, then the Purchaser and Selling Members shall execute a memorandum setting forth such agreement and then for all purposes of and under this Agreement, the term “Actual Closing Net Working Capital” shall mean the Closing Net Working Capital, as agreed upon by Purchaser and the Selling Members. In the event that Purchaser and the Selling Members are unable to reach agreement, within thirty (30) calendar days following Purchaser’s receipt of a Notice of Dispute, on all of the disputed items or amounts set forth in a Notice of Dispute, then: