Common use of Determination of Adjusted Working Capital Clause in Contracts

Determination of Adjusted Working Capital. (a) On or before the fifth business day preceding the date fixed for the Closing (as defined in Section 1.2), the Company shall deliver to Parent a certificate, in reasonable detail and otherwise reasonably satisfactory to Parent, setting forth its good faith estimate of the Adjusted Working Capital of the Company as of the Closing Date determined in accordance with Section 1.8 (the “Preliminary Working Capital Certificate”). At the Closing, the Company shall deliver to Parent a certificate in reasonable detail setting forth its determination of the Adjusted Working Capital as of the Closing Date determined in accordance with Section 1.8 (the “Closing Working Capital Certificate”). (b) On or before the 45th day following the Closing, Parent shall notify the Stockholder Representative in writing whether it accepts or disputes the accuracy of the Company’s determination of the Adjusted Working Capital as set forth on the Closing Working Capital Certificate. (i) If Parent accepts the Company’s determination of the Adjusted Working Capital, or if it fails within such 45-day period to notify the Company in writing of any dispute with respect thereto, then the Closing Working Capital Certificate shall be deemed final and conclusive and binding upon all parties. (ii) If Parent disputes the accuracy of the Closing Working Capital Certificate and the Company’s determination of the Adjusted Working Capital, Parent shall within the 45-day period referred to above provide written notice to the Stockholder Representative (the “Dispute Notice”), setting forth in reasonable detail those items that Parent disputes, the amounts of any adjustments that are necessary in its judgment for the computation of the Adjusted Working Capital to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-day period following delivery of a Dispute Notice, Parent and the Stockholder Representative will meet and negotiate in good faith with a view to resolving their disagreements over the disputed items. During such 30-day period and until the final determination of the Working Capital Adjustment, if any, the Stockholder Representative will be provided with such access to the financial books and records of the Business and, subject to access procedures acceptable to Parent’s independent public accounts (the “Parent Auditors”), the workpapers of the Parent Auditors, as it may reasonably request to enable it to respond to any Dispute Notice. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Working Capital Adjustment shall be the amount agreed upon by them. (iii) If the parties fail to resolve their differences over the disputed items with such 30-day period, then Parent and the Stockholder Representative shall forthwith jointly request that the Accounting Arbitrator make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national or regional firm of independent accountants as may be agreed upon by Parent and the Stockholder Representative. Within 10 days following the delivery of a Dispute Notice, each of Parent and the Stockholder Representative shall propose to the other in writing at least two such firms acceptable to it to act as Accounting Arbitrator. Any firm currently engaged as the independent public accounting firm for any party to this Agreement shall be ineligible to be proposed by such party serve as an arbitrator without the consent of Parent and the Stockholder Representative. If the parties have not, by the end of the 30-day period referred to above, agreed upon an Accounting Arbitrator, then the Accounting Arbitrator shall be selected by one party, drawn by lot, from the list of firms proposed by the other party.

Determination of Adjusted Working Capital. (a) On or before the fifth business day preceding the date fixed for As promptly as practical after the Closing Date, and in any event no later than 60 days thereafter, Founder shall prepare and deliver to Partner Company Stockholder an unaudited statement of working capital of the Subject Partner Companies as of the Effective Time, but prior to giving effect to any purchase accounting adjustments made by Founder (as defined in Section 1.2the “Statement of Net Working Capital”), the Company shall deliver to Parent a certificate, in reasonable detail and otherwise reasonably satisfactory to Parent, setting forth its good faith estimate of showing the Adjusted Working Capital of the Company as of the Closing Date determined in accordance a manner consistent with this Agreement, including the last sentence of Section 1.8 (the “Preliminary Working Capital Certificate”). At the Closing, the Company shall deliver to Parent a certificate in reasonable detail setting forth its determination of the Adjusted Working Capital as of the Closing Date determined in accordance with Section 1.8 (the “Closing Working Capital Certificate”)2.3. (b) On or before the 45th day following the Closing, Parent shall notify the After Founder’s delivery to Partner Company Stockholder Representative in writing whether it accepts or disputes the accuracy of the Company’s determination Statement of Net Working Capital, Partner Company Stockholder and his representatives shall be afforded the opportunity to review and inspect at reasonable times all of the financial records, work papers, schedules and other supporting papers relating to the preparation of the Statement of Net Working Capital and to consult with Founder and its representatives, if necessary, regarding the methods used in the preparation of the Statement of Net Working Capital. (c) The Adjusted Working Capital as set forth shown on the Closing Statement of Net Working Capital Certificate. (i) If Parent accepts the Company’s determination of the Adjusted Working Capital, or if it fails within such 45-day period to notify the Company in writing of any dispute with respect thereto, then the Closing Working Capital Certificate prepared by Founder shall be deemed final and final, conclusive and binding upon all parties. (ii) If Parent disputes the accuracy of the Closing Working Capital Certificate and the Company’s determination of the Adjusted Working Capital, Parent shall within the 45-day period referred to above provide written notice to the Stockholder Representative (the “Dispute Notice”), setting forth in reasonable detail those items that Parent disputes, the amounts of any adjustments that are necessary in its judgment for the computation of the Adjusted Working Capital to conform to the requirements purposes of this Agreement, unless Partner Company Stockholder shall give written notice of disagreement with any values thereon within 20 business days following his receipt of the Statement of Net Working Capital, specifying in reasonable detail the nature and extent of such disagreement. Partner Company Stockholder shall not be permitted to give a notice of disagreement with respect to the basis for its suggested adjustments. During Statement of Net Working Capital prepared by Founder unless the 30-day period amount in dispute exceeds $20,000. (d) If within 60 business days following delivery by Partner Company Stockholder of a Dispute Noticenotice of the type referred to in subsection (c) above, Parent Partner Company Stockholder and the Stockholder Representative will meet Founder, after devoting substantive time and negotiate in attention to good faith negotiations, are unable to resolve any disagreement with a view respect to resolving their disagreements over the Statement of Net Working Capital so that the amount then disputed itemsby Partner Company Stockholder exceeds $20,000, the disagreement shall be submitted for resolution to the Neutral Accountants. During such 30-day period The Neutral Accountants shall act as an arbitrator to determine and until the final determination resolve only those issues still in dispute. The Neutral Accountants’ resolution shall be made within 30 days of the Working Capital Adjustmentsubmission of the dispute unless the parties mutually agree otherwise, shall be in a manner which is consistent with this Agreement, including Section 2.3, shall be set forth in a written statement delivered to Partner Company Stockholder and Founder setting forth the reasons for their determination, and shall be final, conclusive and binding on Partner Company Stockholder and Founder. The fees and expenses of the Neutral Accountants in connection with any such determination shall be apportioned between Partner Company Stockholder and Founder by the Neutral Accountants based upon the inverse proportion of disputed amounts resolved in favor of each party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses). Otherwise, Founder and Partner Company Stockholder shall each pay their own costs incurred in connection with this Section 2.4, including the fees and expenses of their respective accountants and legal counsel, if any, the Stockholder Representative will be provided with such access to the financial books and records of the Business and, subject to access procedures acceptable to Parent’s independent public accounts (the “Parent Auditors”), the workpapers of the Parent Auditors, as it may reasonably request to enable it to respond to any Dispute Notice. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Working Capital Adjustment shall be the amount agreed upon by them. (iii) If the parties fail to resolve their differences over the disputed items with such 30-day period, then Parent and the Stockholder Representative shall forthwith jointly request that the Accounting Arbitrator make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national or regional firm of independent accountants as may be agreed upon by Parent and the Stockholder Representative. Within 10 days following the delivery of a Dispute Notice, each of Parent and the Stockholder Representative shall propose to the other in writing at least two such firms acceptable to it to act as Accounting Arbitrator. Any firm currently engaged as the independent public accounting firm for any party to this Agreement shall be ineligible to be proposed by such party serve as an arbitrator without the consent of Parent and the Stockholder Representative. If the parties have not, by the end of the 30-day period referred to above, agreed upon an Accounting Arbitrator, then the Accounting Arbitrator shall be selected by one party, drawn by lot, from the list of firms proposed by the other party.

Determination of Adjusted Working Capital. (a) On or before the fifth third business day preceding the date fixed for the Closing (as defined in Section 1.2), the Company shall deliver to Parent a certificate, in reasonable detail and otherwise reasonably satisfactory to Parent, setting forth its good faith estimate of the Adjusted Working Capital of the Company as of the Closing Date determined in accordance with Section 1.8 (the “Preliminary Working Capital Certificate”). At the Closing, the Company shall deliver to Parent a certificate in reasonable detail setting forth its determination of the Adjusted Working Capital as of the Closing Date determined in accordance with Section 1.8 (the “Closing Working Capital Certificate”"CLOSING CERTIFICATE"). (b) On or before the 45th 30th day following the Closing, Parent shall notify the Stockholder Representative in writing whether it accepts or disputes the accuracy of the Company’s 's determination of the Adjusted Working Capital as set forth on the Closing Working Capital Certificate. (i) If Parent accepts the Company’s 's determination of the Adjusted Working Capital, or if it fails within such 45-30 day period to notify the Company in writing of any dispute with respect thereto, then the Closing Working Capital Certificate shall be deemed final and conclusive and binding upon all parties. (ii) If Parent disputes the accuracy of the Closing Working Capital Certificate and the Company’s 's determination of the Adjusted Working Capital, Parent shall within the 4530-day period referred to above provide written notice to the Stockholder Representative (the “Dispute Notice”"DISPUTE NOTICE"), setting forth in reasonable detail those items that Parent disputes, the amounts of any adjustments that are necessary in its judgment for the computation of the Adjusted Working Capital to conform to the requirements of this Agreement, and the basis for its suggested adjustments. During the 30-30 day period following delivery of a Dispute Notice, Parent and the Stockholder Representative will meet and negotiate in good faith with a view to resolving their disagreements over the disputed items. During such 30-30 day period and until the final determination of the Working Capital Adjustment, if any, the Stockholder Representative will be provided with such access to the financial books and records of the Business and, subject to access procedures acceptable to Parent’s 's independent public accounts (the “Parent Auditors”"PARENT AUDITORS"), the workpapers of the Parent Auditors, as it may reasonably request to enable it to respond to any Dispute Notice. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Working Capital Adjustment shall be the amount agreed upon by them. (iii) If the parties fail to resolve their differences over the disputed items with such 30-30 day period, then Parent and the Stockholder Representative shall forthwith jointly request that the Accounting Arbitrator make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national or regional firm of independent accountants as may be agreed upon by Parent and the Stockholder Representative. Within 10 days following the delivery of a Dispute Notice, each of Parent and the Stockholder Representative shall propose to the other in writing at least two such firms acceptable to it to act as Accounting Arbitrator. Any firm currently engaged as the independent public accounting firm for any party to this Agreement shall be ineligible to be proposed by such party serve as an arbitrator without the consent of Parent and the Stockholder Representative. If the parties have not, by the end of the 30-day period referred to above, agreed upon an Accounting Arbitrator, then the Accounting Arbitrator shall be selected by one party, drawn by lot, from the list of firms proposed by the other party.shall

Determination of Adjusted Working Capital. (a) On or before the fifth business day preceding the date fixed for As promptly as practical after the Closing Date, and in any event no later than 60 days thereafter, Founder shall prepare and deliver to Partner Company Stockholder an unaudited statement of working capital of the Subject Partner Companies as of the Effective Time, but prior to giving effect to any purchase accounting adjustments made by Founder (as defined in Section 1.2the “Statement of Net Working Capital”), the Company shall deliver to Parent a certificate, in reasonable detail and otherwise reasonably satisfactory to Parent, setting forth its good faith estimate of showing the Adjusted Working Capital of the Company as of the Closing Date determined in accordance a manner consistent with this Agreement, including the last sentence of Section 1.8 (the “Preliminary Working Capital Certificate”). At the Closing, the Company shall deliver to Parent a certificate in reasonable detail setting forth its determination of the Adjusted Working Capital as of the Closing Date determined in accordance with Section 1.8 (the “Closing Working Capital Certificate”)2.3. (b) On or before the 45th day following the Closing, Parent shall notify the After Founder’s delivery to Partner Company Stockholder Representative in writing whether it accepts or disputes the accuracy of the Company’s determination Statement of Net Working Capital, Partner Company Stockholder and his/her representatives shall be afforded the opportunity to review and inspect at reasonable times all of the financial records, work papers, schedules and other supporting papers relating to the preparation of the Statement of Net Working Capital and to consult with Founder and its representatives, if necessary, regarding the methods used in the preparation of the Statement of Net Working Capital. (c) The Adjusted Working Capital as set forth shown on the Closing Statement of Net Working Capital Certificate. (i) If Parent accepts the Company’s determination of the Adjusted Working Capital, or if it fails within such 45-day period to notify the Company in writing of any dispute with respect thereto, then the Closing Working Capital Certificate prepared by Founder shall be deemed final and final, conclusive and binding upon all parties. (ii) If Parent disputes the accuracy of the Closing Working Capital Certificate and the Company’s determination of the Adjusted Working Capital, Parent shall within the 45-day period referred to above provide written notice to the Stockholder Representative (the “Dispute Notice”), setting forth in reasonable detail those items that Parent disputes, the amounts of any adjustments that are necessary in its judgment for the computation of the Adjusted Working Capital to conform to the requirements purposes of this Agreement, unless Partner Company Stockholder shall give written notice of disagreement with any values thereon within 20 business days following his/her receipt of the Statement of Net Working Capital, specifying in reasonable detail the nature and extent of such disagreement. Partner Company Stockholder shall not be permitted to give a notice of disagreement with respect to the basis for its suggested adjustments. During Statement of Net Working Capital prepared by Founder unless the 30-day period amount in dispute exceeds $20,000. (d) If within 60 business days following delivery by Partner Company Stockholder of a Dispute Noticenotice of the type referred to in subsection (c) above, Parent Partner Company Stockholder and the Stockholder Representative will meet Founder, after devoting substantive time and negotiate in attention to good faith negotiations, are unable to resolve any disagreement with a view respect to resolving their disagreements over the Statement of Net Working Capital so that the amount then disputed itemsby Partner Company Stockholder exceeds $20,000, at any time thereafter, at the request of either Founder or the Partner Company Stockholder, the disagreement shall be submitted for resolution to the Neutral Accountants. During such 30-day period The Neutral Accountants shall act as an arbitrator to determine and until the final determination resolve only those issues still in dispute. The Neutral Accountants’ resolution shall be made within 30 days of the Working Capital Adjustmentsubmission of the dispute unless the parties mutually agree otherwise, shall be in a manner which is consistent with this Agreement, including Section 2.3, shall be set forth in a written statement delivered to Partner Company Stockholder and Founder setting forth the reasons for their determination, and shall be final, conclusive and binding on Partner Company Stockholder and Founder. The fees and expenses of the Neutral Accountants in connection with any such determination shall be apportioned between Partner Company Stockholder and Founder by the Neutral Accountants based upon the inverse proportion of disputed amounts resolved in favor of each party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses). Otherwise, Founder and Partner Company Stockholder shall each pay their own costs incurred in connection with this Section 2.4, including the fees and expenses of their respective accountants and legal counsel, if any, the Stockholder Representative will be provided with such access to the financial books and records of the Business and, subject to access procedures acceptable to Parent’s independent public accounts (the “Parent Auditors”), the workpapers of the Parent Auditors, as it may reasonably request to enable it to respond to any Dispute Notice. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Working Capital Adjustment shall be the amount agreed upon by them. (iii) If the parties fail to resolve their differences over the disputed items with such 30-day period, then Parent and the Stockholder Representative shall forthwith jointly request that the Accounting Arbitrator make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national or regional firm of independent accountants as may be agreed upon by Parent and the Stockholder Representative. Within 10 days following the delivery of a Dispute Notice, each of Parent and the Stockholder Representative shall propose to the other in writing at least two such firms acceptable to it to act as Accounting Arbitrator. Any firm currently engaged as the independent public accounting firm for any party to this Agreement shall be ineligible to be proposed by such party serve as an arbitrator without the consent of Parent and the Stockholder Representative. If the parties have not, by the end of the 30-day period referred to above, agreed upon an Accounting Arbitrator, then the Accounting Arbitrator shall be selected by one party, drawn by lot, from the list of firms proposed by the other party.

Determination of Adjusted Working Capital. (a) On or before the fifth business day preceding the date fixed for As promptly as practical after the Closing Date, and in any event no later than 60 days thereafter, Founder shall prepare and deliver to Partner Company Stockholder an unaudited statement of working capital of the Subject Partner Companies as of the Effective Time, but prior to giving effect to any purchase accounting adjustments made by Founder (as defined in Section 1.2the “Statement of Net Working Capital”), the Company shall deliver to Parent a certificate, in reasonable detail and otherwise reasonably satisfactory to Parent, setting forth its good faith estimate of showing the Adjusted Working Capital of the Company as of the Closing Date determined in accordance a manner consistent with this Agreement, including the last sentence of Section 1.8 (the “Preliminary Working Capital Certificate”). At the Closing, the Company shall deliver to Parent a certificate in reasonable detail setting forth its determination of the Adjusted Working Capital as of the Closing Date determined in accordance with Section 1.8 (the “Closing Working Capital Certificate”)2.3. (b) On or before the 45th day following the Closing, Parent shall notify the After Founder’s delivery to Partner Company Stockholder Representative in writing whether it accepts or disputes the accuracy of the Company’s determination Statement of Net Working Capital, Partner Company Stockholder and his/her representatives shall be afforded the opportunity to review and inspect at reasonable times all of the financial records, work papers, schedules and other supporting papers relating to the preparation of the Statement of Net Working Capital and to consult with Founder and its representatives, if necessary, regarding the methods used in the preparation of the Statement of Net Working Capital. (c) The Adjusted Working Capital as set forth shown on the Closing Statement of Net Working Capital Certificate. (i) If Parent accepts the Company’s determination of the Adjusted Working Capital, or if it fails within such 45-day period to notify the Company in writing of any dispute with respect thereto, then the Closing Working Capital Certificate prepared by Founder shall be deemed final and final, conclusive and binding upon all parties. (ii) If Parent disputes the accuracy of the Closing Working Capital Certificate and the Company’s determination of the Adjusted Working Capital, Parent shall within the 45-day period referred to above provide written notice to the Stockholder Representative (the “Dispute Notice”), setting forth in reasonable detail those items that Parent disputes, the amounts of any adjustments that are necessary in its judgment for the computation of the Adjusted Working Capital to conform to the requirements purposes of this Agreement, unless Partner Company Stockholder shall give written notice of disagreement with any values thereon within 20 business days following his/her receipt of the Statement of Net Working Capital, specifying in reasonable detail the nature and extent of such disagreement. Partner Company Stockholder shall not be permitted to give a notice of disagreement with respect to the basis for its suggested adjustments. During Statement of Net Working Capital prepared by Founder unless the 30-day period amount in dispute exceeds $20,000. (d) Partner Company Stockholder and Founder shall devote substantive time and attention to good faith negotiations to resolve any disagreement with respect to the Statement of Net Working Capital, but if Partner Company Stockholder and Founder are unable to resolve such disputes within 60 business days following delivery by Partner Company Stockholder of a Dispute Notice, Parent and the Stockholder Representative will meet and negotiate in good faith with a view to resolving their disagreements over the disputed items. During such 30-day period and until the final determination notice of the Working Capital Adjustmenttype referred to in subsection (c) above so that the amount then disputed by Partner Company Stockholder continues to be in excess of $20,000, the disagreement shall be submitted for resolution to the Neutral Accountants. The Neutral Accountants shall act as an arbitrator to determine and resolve only those issues still in dispute. The Neutral Accountants’ resolution shall be made within 30 days of the submission of the dispute unless the parties mutually agree otherwise, shall be in a manner which is consistent with this Agreement, including Section 2.3, shall be set forth in a written statement delivered to Partner Company Stockholder and Founder setting forth the reasons for their determination, and shall be final, conclusive and binding on Partner Company Stockholder and Founder. In no event shall the Neutral Accountants’ determination be in an amount that is outside the range of the disagreement between Partner Company Stockholder and Founder. The fees and expenses of the Neutral Accountants in connection with any such determination shall be apportioned between Partner Company Stockholder and Founder by the Neutral Accountants based upon the inverse proportion of disputed amounts resolved in favor of each party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses). Otherwise, Founder and Partner Company Stockholder shall each pay their own costs incurred in connection with this Section 2.4, including the fees and expenses of their respective accountants and legal counsel, if any, the Stockholder Representative will be provided with such access to the financial books and records of the Business and, subject to access procedures acceptable to Parent’s independent public accounts (the “Parent Auditors”), the workpapers of the Parent Auditors, as it may reasonably request to enable it to respond to any Dispute Notice. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Working Capital Adjustment shall be the amount agreed upon by them. (iii) If the parties fail to resolve their differences over the disputed items with such 30-day period, then Parent and the Stockholder Representative shall forthwith jointly request that the Accounting Arbitrator make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national or regional firm of independent accountants as may be agreed upon by Parent and the Stockholder Representative. Within 10 days following the delivery of a Dispute Notice, each of Parent and the Stockholder Representative shall propose to the other in writing at least two such firms acceptable to it to act as Accounting Arbitrator. Any firm currently engaged as the independent public accounting firm for any party to this Agreement shall be ineligible to be proposed by such party serve as an arbitrator without the consent of Parent and the Stockholder Representative. If the parties have not, by the end of the 30-day period referred to above, agreed upon an Accounting Arbitrator, then the Accounting Arbitrator shall be selected by one party, drawn by lot, from the list of firms proposed by the other party.

Determination of Adjusted Working Capital. (a) On or before the fifth business day preceding the date fixed for As promptly as practical after the Closing Date, and in any event no later than 60 days thereafter, Buyer shall prepare and deliver to Seller an unaudited statement of working capital with respect to the Business as of the Closing Date, but immediately prior to the Closing and prior to giving effect to any purchase accounting adjustments made by Buyer (as defined in Section 1.2the “Statement of Net Working Capital”), the Company shall deliver to Parent a certificate, in reasonable detail and otherwise reasonably satisfactory to Parent, setting forth its good faith estimate of showing the Adjusted Working Capital of the Company as of the Closing Date determined in accordance a manner consistent with this Agreement, including the last sentence of Section 1.8 (the “Preliminary Working Capital Certificate”). At the Closing, the Company shall deliver to Parent a certificate in reasonable detail setting forth its determination of the Adjusted Working Capital as of the Closing Date determined in accordance with Section 1.8 (the “Closing Working Capital Certificate”2.5(b). (b) On or before the 45th day following the Closing, Parent shall notify the Stockholder Representative in writing whether it accepts or disputes the accuracy After Buyer’s delivery to Seller of the Company’s determination Statement of Net Working Capital, Seller and its representatives shall be afforded the opportunity to review and inspect at reasonable times all of the financial records, work papers, schedules and other supporting papers relating to the preparation of the Statement of Net Working Capital and to consult with Buyer and its representatives, if necessary, regarding the methods used in the preparation of the Statement of Net Working Capital. (c) The Adjusted Working Capital as set forth shown on the Closing Statement of Net Working Capital Certificate. (i) If Parent accepts the Company’s determination prepared by Buyer shall be final, conclusive and binding for purposes of this Agreement, unless Seller shall give written notice of disagreement with any values thereon within 20 business days following its receipt of the Adjusted Statement of Net Working Capital, or if it fails within such 45-day period to notify the Company in writing of any dispute with respect thereto, then the Closing Working Capital Certificate shall be deemed final and conclusive and binding upon all parties. (ii) If Parent disputes the accuracy of the Closing Working Capital Certificate and the Company’s determination of the Adjusted Working Capital, Parent shall within the 45-day period referred to above provide written notice to the Stockholder Representative (the “Dispute Notice”), setting forth specifying in reasonable detail those items the nature and extent of such disagreement; provided that Parent disputes, the amounts basis of any adjustments that are necessary in its judgment for such disagreement shall be limited to the computation failure of the calculation of Adjusted Working Capital to conform have been determined on a basis consistent with the last sentence of Section 2.5(b). Seller shall not be permitted to give a notice of disagreement with respect to the requirements Statement of Net Working Capital prepared by Buyer unless the amount in dispute exceeds Two Hundred Fifty Thousand Dollars ($250,000). (d) If within 60 business days following receipt by Seller of a notice of the type referred to in subsection (c) above, Seller and Buyer, after devoting substantive time and attention to good faith negotiations, are unable to resolve any disagreement with respect to the Statement of Net Working Capital so that the amount then disputed by Seller exceeds Two Hundred Fifty Thousand Dollars ($250,000), the disagreement shall be submitted for resolution to the Neutral Accountants. The Neutral Accountants shall act as an arbitrator to determine and resolve only those issues still in dispute. The Neutral Accountants’ resolution shall be made within 30 days of the submission of the dispute unless the parties mutually agree otherwise, shall be in a manner which is consistent with this Agreement, including Section 2.5(b), shall be set forth in a written statement delivered to Seller and Buyer setting forth the basis reasons for its suggested adjustmentstheir determination, and shall be final, conclusive and binding on Seller and Buyer. During the 30-day period following delivery of a Dispute Notice, Parent The fees and the Stockholder Representative will meet and negotiate in good faith with a view to resolving their disagreements over the disputed items. During such 30-day period and until the final determination expenses of the Working Capital AdjustmentNeutral Accountants in connection with any such determination shall be apportioned between Seller and Buyer by the Neutral Accountants based upon the inverse proportion of disputed amounts resolved in favor of each party (i.e. so that the prevailing party bears a lesser amount of such fees and expenses). Otherwise, Buyer and Seller shall each pay their own costs incurred in connection with this Section 2.6, including the fees and expenses of their respective accountants and legal counsel, if any, the Stockholder Representative will be provided with such access to the financial books and records of the Business and, subject to access procedures acceptable to Parent’s independent public accounts (the “Parent Auditors”), the workpapers of the Parent Auditors, as it may reasonably request to enable it to respond to any Dispute Notice. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Working Capital Adjustment shall be the amount agreed upon by them. (iii) If the parties fail to resolve their differences over the disputed items with such 30-day period, then Parent and the Stockholder Representative shall forthwith jointly request that the Accounting Arbitrator make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national or regional firm of independent accountants as may be agreed upon by Parent and the Stockholder Representative. Within 10 days following the delivery of a Dispute Notice, each of Parent and the Stockholder Representative shall propose to the other in writing at least two such firms acceptable to it to act as Accounting Arbitrator. Any firm currently engaged as the independent public accounting firm for any party to this Agreement shall be ineligible to be proposed by such party serve as an arbitrator without the consent of Parent and the Stockholder Representative. If the parties have not, by the end of the 30-day period referred to above, agreed upon an Accounting Arbitrator, then the Accounting Arbitrator shall be selected by one party, drawn by lot, from the list of firms proposed by the other party.

Determination of Adjusted Working Capital. (a) On or before the fifth business day preceding the date fixed for As promptly as practical after the Closing Date, and in any event no later than 60 days thereafter, Founder shall prepare and deliver to Partner Company Stockholder an unaudited statement of working capital of the Subject Partner Companies as of the Effective Time, but prior to giving effect to any purchase accounting adjustments made by Founder (as defined in Section 1.2the “Statement of Net Working Capital”), the Company shall deliver to Parent a certificate, in reasonable detail and otherwise reasonably satisfactory to Parent, setting forth its good faith estimate of showing the Adjusted Working Capital of the Company as of the Closing Date determined in accordance a manner consistent with this Agreement, including the last sentence of Section 1.8 (the “Preliminary Working Capital Certificate”). At the Closing, the Company shall deliver to Parent a certificate in reasonable detail setting forth its determination of the Adjusted Working Capital as of the Closing Date determined in accordance with Section 1.8 (the “Closing Working Capital Certificate”)2.3. (b) On or before the 45th day following the Closing, Parent shall notify the After Founder’s delivery to Partner Company Stockholder Representative in writing whether it accepts or disputes the accuracy of the Company’s determination Statement of Net Working Capital, Partner Company Stockholder and his/her representatives shall be afforded the opportunity to review and inspect at reasonable times all of the financial records, work papers, schedules and other supporting papers relating to the preparation of the Statement of Net Working Capital and to consult with Founder and its representatives, if necessary, regarding the methods used in the preparation of the Statement of Net Working Capital. (c) The Adjusted Working Capital as set forth shown on the Closing Statement of Net Working Capital Certificate. (i) If Parent accepts the Company’s determination of the Adjusted Working Capital, or if it fails within such 45-day period to notify the Company in writing of any dispute with respect thereto, then the Closing Working Capital Certificate prepared by Founder shall be deemed final and final, conclusive and binding upon all parties. (ii) If Parent disputes the accuracy of the Closing Working Capital Certificate and the Company’s determination of the Adjusted Working Capital, Parent shall within the 45-day period referred to above provide written notice to the Stockholder Representative (the “Dispute Notice”), setting forth in reasonable detail those items that Parent disputes, the amounts of any adjustments that are necessary in its judgment for the computation of the Adjusted Working Capital to conform to the requirements purposes of this Agreement, unless Partner Company Stockholder shall give written notice of disagreement with any values thereon within 20 business days following his/her receipt of the Statement of Net Working Capital, specifying in reasonable detail the nature and the basis for its suggested adjustments. During the 30-day period extent of such disagreement. (d) If within 60 business days following delivery by Partner Company Stockholder of a Dispute Noticenotice of the type referred to in subsection (c) above, Parent Partner Company Stockholder and the Stockholder Representative will meet Founder, after devoting substantive time and negotiate in attention to good faith negotiations, are unable to resolve any disagreement with a view respect to resolving their disagreements over the disputed itemsStatement of Net Working Capital, the disagreement shall be submitted for resolution to the Neutral Accountants. During such 30-day period The Neutral Accountants shall act as an arbitrator to determine and until the final determination resolve only those issues still in dispute. The Neutral Accountants’ resolution shall be made within 30 days of the Working Capital Adjustmentsubmission of the dispute unless the parties mutually agree otherwise, shall be in a manner which is consistent with this Agreement, including Section 2.3, shall be set forth in a written statement delivered to Partner Company Stockholder and Founder setting forth the reasons for their determination, and shall be final, conclusive and binding on Partner Company Stockholder and Founder. The fees and expenses of the Neutral Accountants in connection with any such determination shall be apportioned between Partner Company Stockholder and Founder by the Neutral Accountants based upon the inverse proportion of disputed amounts resolved in favor of each party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses). Otherwise, Founder and Partner Company Stockholder shall each pay their own costs incurred in connection with this Section 2.4, including the fees and expenses of their respective accountants and legal counsel, if any, the Stockholder Representative will be provided with such access to the financial books and records of the Business and, subject to access procedures acceptable to Parent’s independent public accounts (the “Parent Auditors”), the workpapers of the Parent Auditors, as it may reasonably request to enable it to respond to any Dispute Notice. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Working Capital Adjustment shall be the amount agreed upon by them. (iii) If the parties fail to resolve their differences over the disputed items with such 30-day period, then Parent and the Stockholder Representative shall forthwith jointly request that the Accounting Arbitrator make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national or regional firm of independent accountants as may be agreed upon by Parent and the Stockholder Representative. Within 10 days following the delivery of a Dispute Notice, each of Parent and the Stockholder Representative shall propose to the other in writing at least two such firms acceptable to it to act as Accounting Arbitrator. Any firm currently engaged as the independent public accounting firm for any party to this Agreement shall be ineligible to be proposed by such party serve as an arbitrator without the consent of Parent and the Stockholder Representative. If the parties have not, by the end of the 30-day period referred to above, agreed upon an Accounting Arbitrator, then the Accounting Arbitrator shall be selected by one party, drawn by lot, from the list of firms proposed by the other party.

Determination of Adjusted Working Capital. (a) On or before the fifth business day preceding the date fixed for As promptly as practical after the Closing Date, and in any event no later than 60 days thereafter, Founder shall prepare and deliver to Partner Company Stockholders an unaudited statement of working capital of the Subject Partner Companies as of the Effective Time, but prior to giving effect to any purchase accounting adjustments made by Founder (as defined in Section 1.2the “Statement of Net Working Capital”), the Company shall deliver to Parent a certificate, in reasonable detail and otherwise reasonably satisfactory to Parent, setting forth its good faith estimate of showing the Adjusted Working Capital of the Company as of the Closing Date determined in accordance a manner consistent with this Agreement, including the last sentence of Section 1.8 (the “Preliminary Working Capital Certificate”). At the Closing, the Company shall deliver to Parent a certificate in reasonable detail setting forth its determination of the Adjusted Working Capital as of the Closing Date determined in accordance with Section 1.8 (the “Closing Working Capital Certificate”)2.3. (b) On or before the 45th day following the Closing, Parent shall notify the Stockholder Representative in writing whether it accepts or disputes the accuracy After Founder’s delivery to Partner Company Stockholders of the Company’s determination Statement of Net Working Capital, Partner Company Stockholders and their representatives shall be afforded the opportunity to review and inspect at reasonable times all of the financial records, work papers, schedules and other supporting papers relating to the preparation of the Statement of Net Working Capital and to consult with Founder and its representatives, if necessary, regarding the methods used in the preparation of the Statement of Net Working Capital. (c) The Adjusted Working Capital as set forth shown on the Closing Statement of Net Working Capital Certificate. (i) If Parent accepts the Company’s determination of the Adjusted Working Capital, or if it fails within such 45-day period to notify the Company in writing of any dispute with respect thereto, then the Closing Working Capital Certificate prepared by Founder shall be deemed final and final, conclusive and binding upon all parties. (ii) If Parent disputes the accuracy of the Closing Working Capital Certificate and the Company’s determination of the Adjusted Working Capital, Parent shall within the 45-day period referred to above provide written notice to the Stockholder Representative (the “Dispute Notice”), setting forth in reasonable detail those items that Parent disputes, the amounts of any adjustments that are necessary in its judgment for the computation of the Adjusted Working Capital to conform to the requirements purposes of this Agreement, unless Partner Company Stockholders shall give written notice of disagreement with any values thereon within 20 business days following their receipt of the Statement of Net Working Capital, specifying in reasonable detail the nature and extent of such disagreement. Partner Company Stockholders shall not be permitted to give a notice of disagreement with respect to the basis for its suggested adjustments. During Statement of Net Working Capital prepared by Founder unless the 30-day period amount in dispute exceeds $20,000. (d) If within 60 business days following delivery by Partner Company Stockholders of a Dispute Noticenotice of the type referred to in subsection (c) above, Parent Partner Company Stockholders and the Stockholder Representative will meet Founder, after devoting substantive time and negotiate in attention to good faith negotiations, are unable to resolve any disagreement with a view respect to resolving their disagreements over the Statement of Net Working Capital so that the amount then disputed itemsby Partner Company Stockholders exceeds $20,000, the disagreement shall be submitted for resolution to the Neutral Accountants. During such 30-day period The Neutral Accountants shall act as an arbitrator to determine and until the final determination resolve only those issues still in dispute. The Neutral Accountants’ resolution shall be made within 30 days of the Working Capital Adjustmentsubmission of the dispute unless the parties mutually agree otherwise, shall be in a manner which is consistent with this Agreement, including Section 2.3, shall be set forth in a written statement delivered to Partner Company Stockholders and Founder setting forth the reasons for their determination, and shall be final, conclusive and binding on Partner Company Stockholders and Founder. The fees and expenses of the Neutral Accountants in connection with any such determination shall be apportioned between Partner Company Stockholders on a pro rata basis and Founder by the Neutral Accountants based upon the inverse proportion of disputed amounts resolved in favor of each party (i.e., so that the prevailing party bears a lesser amount of such fees and expenses). Otherwise, Founder and Partner Company Stockholders shall each pay their own costs incurred in connection with this Section 2.4, including the fees and expenses of their respective accountants and legal counsel, if any, the Stockholder Representative will be provided with such access to the financial books and records of the Business and, subject to access procedures acceptable to Parent’s independent public accounts (the “Parent Auditors”), the workpapers of the Parent Auditors, as it may reasonably request to enable it to respond to any Dispute Notice. If the parties resolve their differences over the disputed items in accordance with the foregoing procedure, the Working Capital Adjustment shall be the amount agreed upon by them. (iii) If the parties fail to resolve their differences over the disputed items with such 30-day period, then Parent and the Stockholder Representative shall forthwith jointly request that the Accounting Arbitrator make a binding determination as to the disputed items in accordance with this Agreement. The “Accounting Arbitrator” shall mean such national or regional firm of independent accountants as may be agreed upon by Parent and the Stockholder Representative. Within 10 days following the delivery of a Dispute Notice, each of Parent and the Stockholder Representative shall propose to the other in writing at least two such firms acceptable to it to act as Accounting Arbitrator. Any firm currently engaged as the independent public accounting firm for any party to this Agreement shall be ineligible to be proposed by such party serve as an arbitrator without the consent of Parent and the Stockholder Representative. If the parties have not, by the end of the 30-day period referred to above, agreed upon an Accounting Arbitrator, then the Accounting Arbitrator shall be selected by one party, drawn by lot, from the list of firms proposed by the other party.