Common use of Determination of Net Working Capital Clause in Contracts

Determination of Net Working Capital. No later than thirty (30) days following the Closing Date, Buyer shall deliver to Seller a statement (the "Closing Balance Sheet") setting forth its computation of the Net Working Capital. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become final and binding upon the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice of his disagreement ("Dispute Notice") to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. If Buyer and Seller are unable to resolve any dispute within the thirty (30)-day period after Seller's receipt of a Dispute Notice, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during the past three (3) years (the "Arbitrating Accountant"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) days after the date of its appointment, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute and the resulting computation of the Closing Balance Sheet and the Net Working Capital, which shall be conclusive and binding upon the parties and not subject to appeal or judicial review. In resolving any disputed item, the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties.

Determination of Net Working Capital. No (i) The Buyer shall, no later than thirty (30) days following after the Closing Date, Buyer shall deliver to the Seller (x) the Closing Net Working Capital Statement and (y) a statement of the Buyer’s calculation of the Closing Net Working Capital including the following: (a) the Final Inventory Value at Closing as determined in accordance with the Inventory Methodology; (b) a final proration amount for the Payables; and (c) Buyer’s determination of all other Net Working Capital adjustments of the Seller at Closing (consisting of the other items of Net Working Capital not addressed by the Final Inventory Value or prorated amount of Payables (the "“Other Closing Balance Sheet"Adjustments”)) setting forth its computation of (the documents described in the foregoing clauses (x) and (y) being referred to as the “Net Working Capital Documents”). At the same time that the Buyer provides the Net Working CapitalCapital Documents to the Seller, the Buyer shall make the working papers and back-up materials used in preparing the Net Working Capital Documents (collectively, the “Buyer Backup Information”) available to Seller and Seller’s auditors at reasonable times and upon reasonable notice, and the Buyer shall promptly respond to any reasonable requests from the Seller for additional information. Further, the Seller and its representatives shall be entitled to make any and all copies and summaries of such Buyer Backup Information as the Seller may reasonably require. The Closing Balance Sheet Net Working Capital Documents shall be prepared in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become final and binding upon the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice of his disagreement ("Dispute Notice") to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only on the basis that parties, and deemed accepted by the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within Seller, unless within thirty (30) days after delivery the Seller’s receipt thereof (the “Objection Period”), Seller provide the Buyer with written notice of objection with respect to the Net Working Capital Documents (a “Notice of Objection”). The Notice of Objection shall specify in reasonable detail each item of the Net Working 8 (ii) If the Seller timely submits a Notice of Objection, during the fifteen (15) day period following the date on which such Dispute NoticeNotice of Objection is received by the Buyer, the parties hereto Buyer and the Seller shall attempt meet in an effort to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheetany objections contained therein. If the Buyer and the Seller are unable to resolve any the dispute within such fifteen (15) day period, then any disputed matter set forth in the thirty (30)-day period after Seller's receipt Notice of a Dispute Notice, Seller and Buyer Objection that remains unresolved shall jointly engage as arbitrator an be submitted for final determination to Deloitte or such other independent accounting firm acceptable of national repute agreed to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during the past three (3) years Parties (the "Arbitrating Accountant"“Independent Accounting Firm”). The Arbitrating Accountant shall promptlyIndependent Accounting Firm shall, based solely on the documents and in any event presentations made by the Buyer and the Seller and within forty-five thirty (4530) days after the date of its appointmentdisputed matters are submitted to it, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute resolution of each disputed matter set forth in the Notice of Objection that remains unresolved, and as to the Closing Net Working Capital Statement and the resulting computation calculation of the Closing Balance Sheet and the Net Working Capital, which . The Independent Accounting Firm shall have exclusive jurisdiction over and the Independent Accounting Firm shall be the sole recourse and remedy of the parties against one another or any other Person with respect to any disputes arising out of or relating to the Closing Net Working Capital Statement and the calculation of the Closing Net Working Capital. The Independent Accounting Firm’s determination shall be conclusive and binding upon the on all parties and not subject to appeal or judicial reviewshall be enforceable in a court of law. In resolving any disputed itemThe Independent Accounting Firm’s fees and expenses shall be borne equally by the Buyer and the Seller. (iii) For purposes of this Agreement, the Arbitrating Accountant may not assign a value final and binding Closing Net Working Capital Statement and Closing Net Working Capital shall be those set forth in the Net Working Capital Documents, after giving effect to any item greater than adjustments thereto agreed to by the greatest value for such item claimed by either party or less than Buyer and the smallest value for such item claimed by either party. Upon Seller and to the resolution of all such disputes, any disputed matters by the Closing Balance Sheet shall be revised Independent Accounting Firm pursuant to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partiesSection 2.3(c)(ii).

Determination of Net Working Capital. No later than thirty (30) 3.3.1 A copy of the Closing Estimate as at 28 February 2011 is attached as ‎Schedule 5. During 45 days following the Closing Date, Buyer the Purchaser and the Sellers may further review the Closing Estimate. The review shall deliver include, among other things, a confirmation of estimates used in the Closing Estimate as per 28 February 2011 based on evidence that presents itself after the Closing Date, such as any adjustments to Seller a statement accounting accruals and estimates based on actual events after the date of this Agreement but before the end of the six month period (provided however that there will be no adjustments in relation to receivables, for which Clauses ‎3.2.3 and ‎6.2.1 (iii) will apply). 3.3.2 To the "extent that either Party has any disagreement with the Closing Balance Sheet") setting forth its computation of Estimate that would result in an upwards or downwards adjustment to the Net Working CapitalCapital as per the Closing Date, the Party with the disagreement shall give written notice thereof to the other Party 45 days after the Closing Date, which notice shall specify in reasonable detail the nature of the disagreement and the basis and supporting evidence for position with respect to the disputed item(s) and shall be in substantially the same form as ‎Schedule 5 and shall detail the upwards or downwards changes proposed to the Closing Estimate (including any changes that are required so that the Net Working Capital reflects the situation as per the Closing Date) and the reasons therefore. The Closing Balance Sheet Parties shall be prepared attempt in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become final and binding upon the parties good faith to resolve any such disagreement for a period of fifteen (15) days following Seller's receipt thereof unless Seller gives written the date of the notice employing methods to ensure there is no double counting of his disagreement ("Dispute Notice") adjustments to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only on changes in the basis that the amounts reflected on Net Working Capital as per the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance SheetDate. If Buyer and Seller the Parties are unable to resolve any dispute such disagreement within such period, the thirty Parties shall submit the disputed item(s) to the Independent Auditor whose decision with respect to the disputed item(s) shall be final and binding. The Independent Auditor shall be directed to render its decision with respect to the disputed item(s) within fifteen (30)-day period 15) days after Seller's receipt of a Dispute Noticesame are submitted to the Independent Auditor (or as promptly thereafter as practicable), Seller and Buyer the Sellers and the Purchaser shall jointly engage as arbitrator an accounting firm acceptable each promptly provide all information and documents in their possession that the Independent Auditor deems necessary in order to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during make its decision with respect to the past three (3) years (the "Arbitrating Accountant"disputed item(s). The Arbitrating Accountant fees, costs and expenses of the Independent Auditor’s review and report shall promptlybe allocated to and borne by Purchaser and Sellers based on the inverse of the percentage that the Independent Auditor’s determination (before such allocation) bears to the total amount of the total items in dispute as originally submitted to the Independent Auditor. For example, should the items in dispute total in amount to EUR 1,000 and the Independent Auditor awards EUR 600 in any event within forty-five (45) days after favour of Sellers’ position, 60% of the date costs of its appointment, determine, based solely on presentations review would be borne by Buyer Purchaser and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute and the resulting computation 40% of the Closing Balance Sheet and costs would be borne by the Sellers. The calculation of the Net Working Capital, which Capital of the Group as per the Closing Date as finally resolved shall be conclusive referred to herein as the “Final Net Working Capital”. 3.3.3 Any difference between the Final Net Working Capital and binding upon the parties and not subject to appeal or judicial review. In resolving any disputed item, the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet shall Estimate will be revised paid, if beneficial to reflect such resolutionthe Sellers, by the Purchaser to the account nos. The Arbitrating Accountant shall determine * of the Sellers in the proportion of its fees and expenses set out in ‎Schedule 2 and, if beneficial to be paid the Puchaser, by each of Seller and Buyer, based primarily on the degree Sellers to which the Arbitrating Accountant has accepted the positions account no. * of the respective partiesPurchaser within 10 days of the determination of the Final Net Working Capital as set out above.

Determination of Net Working Capital. No later than thirty (30) days following the Closing Date, Buyer Seller shall deliver to Seller Buyer, at Closing, a statement (the "Closing Balance Sheet") setting forth its computation of the Net Working Capital. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied, and shall only reflect the Purchased Assets and Assumed Liabilities constituting Net Working Capital. The Closing Balance Sheet shall become final and binding upon the parties fifteen the earlier of (15i) the date Buyer gives written notice to Seller that Buyer agrees with and accepts the computation of Net Working Capital set forth in the Closing Balance Sheet, or (ii) thirty (30) days following Seller's receipt thereof the Closing unless Seller Buyer gives written notice of his its disagreement ("Dispute Notice") to Buyer Seller prior to such date. Seller Buyer shall have such fifteen thirty (15)-day 30)-day period to bring a dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. If Buyer and Seller are unable to resolve any dispute within the thirty (30)-day period after Seller's receipt of a Dispute Notice, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates Affiliates during the past three (3) years (the "Arbitrating Accountant"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) days after the date of its appointment, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute and the resulting computation of the Closing Balance Sheet and the Net Working Capital, which shall be conclusive and binding upon the parties and not subject to appeal or judicial review. In resolving any disputed item, the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties.

Determination of Net Working Capital. No later than thirty (30i) Within sixty 60 days following the Closing Date, Buyer shall will deliver to Seller Sellers a statement of the Net Working Capital as of the Closing Date as determined by the Buyer's independent auditors (the "Buyer's Proposed NWC"). (ii) To enable Sellers to review the Buyer's Proposed NWC, Buyer will, and will cause its auditors to, (A) make available to Sellers and their agents, attorneys and accountants upon reasonable advance notice all records and work papers related to the preparation of the Buyer's Proposed NWC and (B) allow Sellers and their agents, attorneys and accountants upon reasonable advance notice to interview any Buyer company personnel or independent auditor personnel significantly involved in the preparation of the Buyer's Proposed NWC. (iii) If Sellers disagree with the Buyer's Proposed NWC, or if Buyer fails to deliver the Buyer's Proposed NWC statement within the 60-day period, then at any time within 30 days after delivery of the Buyer's Proposed NWC statement or the end of such 60-day period, as applicable, Sellers may deliver to Buyer a statement of the Net Working Capital as of the Closing Balance SheetDate as determined by Sellers (the "Sellers' Proposed NWC"), which statement shall also set forth Sellers' objections to the Buyer's Proposed NWC, if Buyer timely delivered the Buyer's Proposed NWC statement. (iv) setting forth its If Sellers timely deliver the Sellers' Proposed NWC statement, then Buyer and Sellers will use reasonable efforts to resolve any disagreements as to the computation of the Net Working Capital. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become final and binding upon the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice Capital as of his disagreement ("Dispute Notice") to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet were Date as set forth in their respective statements. If they do not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within thirty (30) obtain a final resolution within 15 days after delivery of such Dispute Noticethe Sellers' Proposed NWC statement, then either Buyer or Sellers may, by notice to the other at any time within 30 days thereafter, cause the parties hereto shall attempt to jointly retain an independent accounting firm of recognized national standing that is not a public accountant of Buyer or either of Sellers (an "Independent Firm") to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheetany remaining disagreements. If Buyer and Seller Sellers are unable to resolve any dispute agree on the choice on an Independent Firm, the choice will be selected by lot from those top four accounting firms that are Independent Firms or, if no top four accounting firm is an Independent Firm, then Buyer and Sellers will each designate two independent accounting firms of recognized national or regional standing which are not public accountants of Buyer or either of Sellers and which are willing to serve, and the Independent Firm will be selected by lot from among those four designated accounting firms. Buyer and Sellers will direct the chosen Independent Firm to render a determination within the thirty (30)-day period after Seller's receipt 30 days of a Dispute Noticeits retention, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer Sellers and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates agents will cooperate with the chosen Independent Firm during its engagement. The determination of the past three (3) years chosen Independent Firm will be based on and consistent with the definition of Net Working Capital included herein. The determination of the chosen Independent Firm as to the Net Working Capital as of the Closing Date (the "Arbitrating AccountantIndependently Determined NWC"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) days after the date of its appointment, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute and the resulting computation of the Closing Balance Sheet and the Net Working Capital, which shall will be conclusive and binding upon Buyer and Sellers and will be used for the parties and not subject to appeal or judicial reviewpost-Closing payments required under subsection (c) below. In resolving any disputed itemproceeding described above, (i) all of the Arbitrating Accountant may not assign a value to any item greater costs and expenses of Buyer (including attorneys' fees and expenses) shall be borne by Buyer, (ii) all of the costs and expenses of Sellers (including attorneys' fees and expenses) shall be borne by Sellers and (iii) all costs and expenses of the chosen Independent Firm shall be borne by Buyer in the event that the Buyer's Proposed NWC is further from the Independently Determined NWC than the greatest value for such item claimed by either party Sellers' Proposed NWC is from the Independently Determined NWC (or less than in the smallest value for such item claimed by either party. Upon event that the resolution of Independently Determined NWC resulted from Buyer's failure to timely deliver the Buyer's Proposed NWC statement); otherwise, Sellers shall bear all such disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees costs and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partieschosen Independent Firm. (v) If Buyer timely delivers the Buyer's Proposed NWC statement and Sellers do not timely deliver the Sellers' Proposed NWC statement, then the Buyer's Proposed NWC will be used for the post-Closing payments required under subsection (c) below. (vi) If Sellers timely deliver the Sellers' Proposed NWC statement and neither party timely initiates the process to retain an Independent Firm to resolve their disagreements, then the Sellers' Proposed NWC will be used for the post-Closing payments required under subsection (c) below. (vii) If Buyer fails to timely deliver the Buyer's Proposed NWC statement and Sellers also fail to timely deliver the Sellers' Proposed NWC statement, then there will be no post-Closing payments under subsection (c) below.

Determination of Net Working Capital. No later than thirty (30i) Within 45 days after the Closing Date, each of the Company and the Buyer will deliver to the other a certificate (each, a "NET WORKING CAPITAL CERTIFICATE") executed by the delivering party (the "DELIVERING PARTY") setting forth an itemization of Net Working Capital. Without limiting the foregoing, each of the Company and the Buyer will use all commercially reasonable efforts to deliver a Net Working Capital Certificate to the other within 30 days after the Closing Date. Promptly following the Closing Date, the Buyer's representatives and the Company's representatives shall conduct a joint inventory review in connection with the determination of Net Working Capital. (ii) If the Buyer shall deliver and the Company are unable to Seller a statement agree upon the Net Working Capital within 15 days after delivery of both Net Working Capital Certificates, the Buyer and the Company agree to select KPMG LLP (the "Closing Balance SheetKPMG") setting forth (unless KPMG's services have recently been utilized by the Company and its computation Affiliates or the Buyer and its Affiliates or KPMG does not accept the engagement, in which case the parties will mutually select a nationally recognized firm of independent accountants whose services have not recently been utilized by the Company and its Affiliates or the Buyer and its Affiliates (and if the parties fail to make such selection within such 15 days, they will do so by lot)) to resolve the disputed items and make a determination of the Net Working Capital. The Closing Balance Sheet shall Such determination will be prepared in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become made within 45 days after such selection and will be final and binding upon the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice of his disagreement ("Dispute Notice") to Buyer prior to such dateparties. Seller shall have such fifteen (15)-day period to bring a disputeThe fees, but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such dispute costs and agree in writing upon the final content expenses of the disputed Closing Balance Sheet. accounting firm so selected will be borne by the party whose positions generally did not prevail in such determination, or if the accounting firm determines that neither party could be fairly found to be the prevailing party, then such fees, costs and expenses will be borne equally by the Company and the Buyer. (iii) If either the Company or the Buyer and Seller are unable does not deliver a Net Working Capital Certificate to resolve any dispute the other within the thirty 45-day period set forth in subsection (30)-day period after Seller's receipt of a Dispute Noticei) above, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during the past three (3) years (the "Arbitrating Accountant"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) days after the date of its appointment, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute and the resulting computation of the Closing Balance Sheet and the Net Working Capital, which shall Capital specified in the Net Working Capital Certificate delivered by the Delivering Party will be conclusive conclusively presumed to be true and correct in all respects and will be binding upon the parties and not subject to appeal or judicial review. In resolving any disputed item, the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties.

Determination of Net Working Capital. No later than thirty At least two (302) days following Business Days prior to the Closing, Sellers will furnish to Buyer a certificate, with appropriate support (including but not limited to an itemized list of Receivables included in Current Assets), setting forth Sellers’ good faith estimate of the net book value, as of 11:59 p.m., New York local time, on the Sunday immediately preceding the Closing Date, Buyer shall deliver to Seller a statement of the Current Assets minus the Current Liabilities (the "Closing Balance Sheet"“Estimated Net Working Capital Amount”). For the purposes of calculating the Estimated Net Working Capital Amount, the amount of Receivables included in Current Assets shall be calculated by multiplying (x) setting forth its computation the aggregate amount of gross Receivables (excluding the Excluded Receivables) as of the Sunday immediately preceding the Closing Date and (y) 0.50. The Estimated Net Working Capital Amount shall be calculated in accordance with the Agreed Accounting Policies and consistent with the example calculation set forth on the Example Statement of Net Working Capital. Not later than sixty (60) days after the Closing Date, Sellers shall prepare and deliver to Buyer a certificate (the “Closing Statement”), with appropriate support, setting forth Sellers’ good faith, final determination of the net book value, as of 11:59 p.m., New York local time, on the Closing Date, of the Current Assets minus the Current Liabilities (the “Proposed Closing Net Working Capital Amount”). The Closing Balance Sheet Statement shall be prepared in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become final the Agreed Accounting Policies and binding upon consistent with the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice of his disagreement ("Dispute Notice") to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only example calculation set forth on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incompleteExample Statement of Net Working Capital. Within thirty (30) days after delivery Buyer will be afforded a period of such Dispute Notice, the parties hereto shall attempt to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. If Buyer and Seller are unable to resolve any dispute within the thirty (30)-day period after Seller's receipt of a Dispute Notice, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during the past three (3) years (the "Arbitrating Accountant"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) calendar days after (the “Review Period”) to review the Closing Statement. During such Review Period, Xxxxx and Xxxxx’s accountants will be afforded reasonable access to the records, work papers, trial balances and similar materials prepared by Sellers or Sellers’ accountants in connection with the preparation of the Closing Statement. At or before the end of the Review Period, Buyer will either (a) accept the Closing Statement, in its entirety, in which case the Closing Statement shall become final, binding and conclusive on Sellers and Buyer and the Proposed Closing Net Working Capital Amount shall be the “Closing Net Working Capital Amount,” or (b) deliver to Sellers a written notice in accordance with Section 3.3.7 disputing the Closing Statement. For the purposes of calculating the Closing Net Working Capital Amount, the amount of Receivables in Current Assets shall be calculated by multiplying (x) the aggregate amount of gross Receivables (excluding the Excluded Receivables) as of 11:59 p.m., New York local time, on the Closing Date, and (y) 0.50. The Closing Net Working Capital Amount shall be prepared in accordance with the Agreed Accounting Policies and consistent with the example calculation set forth on the Example Statement of Net Working Capital In the event that the Closing Net Working Capital Amount is greater than the Estimated Net Working Capital Amount, then within ten (10) days following the later of (a) the date of its appointment, determine, based solely on presentations the Closing Statement is accepted by Buyer or (b) the final, binding and Sellerconclusive determination of any dispute with respect to the Closing Statement as provided in Section 3.3.7, Buyer shall pay to Sellers by federal funds wire transfer in immediately available funds an amount equal to such excess. In the event that the Closing Net Working Capital Amount is less than the Estimated Net Working Capital Amount, then within ten (10) days following the later of (a) the date the Closing Statement are accepted by Buyer or (b) the final, binding and not conclusive determination of any dispute with respect to the Closing Statement as provided in Section 3.3.7, Sellers shall repay to Buyer by independent reviewfederal funds wire transfer in immediately available funds an amount equal to such shortage. In the event that the Closing Net Working Capital is equal to the Estimated Net Working Capital Amount, only those issues in then there shall be no post-closing adjustment pursuant to this Section 3.3. In the event that any dispute and shall render a written report arise as to the dispute and manner of preparation or the resulting computation accuracy of the Closing Balance Sheet Statement prior to the expiration of the Review Period, Buyer shall provide Sellers with written notice of each disputed item. In the event of such a dispute, Xxxxx and Xxxxxxx shall attempt to reconcile in good faith their differences as to such items within twenty (20) calendar days (the Net Working Capital, which “Resolution Period”) of Sellers’ receipt of such notice. All such discussions and communications related thereto shall (unless otherwise agreed by Xxxxxxx and Xxxxx) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and any resolution by them as to any disputed items shall be final, binding and conclusive on Buyer and binding upon Sellers. If Buyer and Sellers are unable to reach a resolution with such effect within the parties Resolution Period, Buyer and not subject Sellers shall submit the dispute to appeal or judicial reviewthe Independent CPA. In resolving any disputed item, The determination of such dispute by the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet Independent CPA shall be revised consistent with the Agreed Account Policies and final, binding and conclusive on the parties; provided, that the Independent CPA shall have no authority or power to reflect such resolutionalter, modify, amend, add to or subtract from any term or provision of this Agreement. The Arbitrating Accountant shall determine the proportion of its fees and expenses to of the Independent CPA shall be paid split and assessed by each of Seller and the Independent CPA equally between Buyer, based primarily on the degree to which one hand, and Sellers, on the Arbitrating Accountant has accepted the positions of the respective partiesother.

Determination of Net Working Capital. No (i) The Buyer shall, no later than thirty (30) days following after the Closing Date, Buyer shall deliver to the Seller (x) the Closing Net Working Capital Statement and (y) a statement of the Buyer’s calculation of the Closing Net Working Capital including the following: (a) the Final Inventory Value at Closing as determined in accordance with the Inventory Methodology; (b) a final proration amount for the Payables; and (c) Buyer’s determination of all other Net Working Capital adjustments of the Sellers at Closing (consisting of the other items of Net Working Capital not addressed by the Final Inventory Value or prorated amount of Payables (the "“Other Closing Balance Sheet"Adjustments”)), (the documents described in the foregoing clauses (x) setting forth its computation of and (y) being referred to as the “Net Working Capital Documents”). At the same time that the Buyer provides the Net Working CapitalCapital Documents to the Sellers, the Buyer shall make the working papers and back-up materials used in preparing the 7 Net Working Capital Documents (collectively, the “Buyer Backup Information”) available to Sellers and Sellers’ auditors at reasonable times and upon reasonable notice, and the Buyer shall promptly respond to any reasonable requests from the Seller for additional information. Further, the Seller and its representatives shall be entitled to make any and all copies and summaries of such Buyer Backup Information as the Seller may reasonably require. The Closing Balance Sheet Net Working Capital Documents shall be prepared in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become final and binding upon the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice of his disagreement ("Dispute Notice") to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only on the basis that parties, and deemed accepted by the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within Sellers, unless within thirty (30) days after delivery the Sellers’ receipt thereof (the “Objection Period”), Sellers provide the Buyer with written notice of such Dispute Noticeobjection with respect to the Net Working Capital Documents (a “Notice of Objection”). The Notice of Objection shall specify in reasonable detail each item of the Net Working Capital Documents that the Sellers dispute, the parties hereto nature of any objection so asserted and any portions of the Net Working Capital Documents that the Sellers do not dispute. The Buyer shall attempt cooperate with the Sellers and their representatives in their review of the Net Working Capital Documents and shall provide timely and reasonable access to any of its accountants, books, records, schedules, analyses, working papers and other information used in the preparation of the Net Working Capital Documents. (ii) If the Seller timely submits a Notice of Objection, during the fifteen (15) day period following the date on which such Notice of Objection is received by the Buyer, the Buyer and the Sellers shall meet in an effort to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheetany objections contained therein. If the Buyer and the Seller are unable to resolve any the dispute within such fifteen (15) day period, then any disputed matter set forth in the thirty (30)-day period after Seller's receipt Notice of a Dispute Notice, Seller and Buyer Objection that remains unresolved shall jointly engage as arbitrator an be submitted for final determination to Deloitte or such other independent accounting firm acceptable of national repute agreed to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during the past three (3) years Parties (the "Arbitrating Accountant"“Independent Accounting Firm”). The Arbitrating Accountant shall promptlyIndependent Accounting Firm shall, based solely on the documents and in any event presentations made by the Buyer and the Seller and within forty-five thirty (4530) days after the date of its appointmentdisputed matters are submitted to it, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute resolution of each disputed matter set forth in the Notice of Objection that remains unresolved, and as to the Closing Net Working Capital Statement and the resulting computation calculation of the Closing Balance Sheet and the Net Working Capital, which . The Independent Accounting Firm shall have exclusive jurisdiction over and the Independent Accounting Firm shall be the sole recourse and remedy of the parties against one another or any other Person with respect to any disputes arising out of or relating to the Closing Net Working Capital Statement and the calculation of the Closing Net Working Capital. The Independent Accounting Firm’s determination shall be conclusive and binding upon the on all parties and not subject to appeal or judicial reviewshall be enforceable in a court of law. In resolving any disputed itemThe Independent Accounting Firm’s fees and expenses shall be borne equally by the Buyer and the Seller. (iii) For purposes of this Agreement, the Arbitrating Accountant may not assign a value final and binding Closing Net Working Capital Statement and Closing Net Working Capital shall be those set forth in the Net Working Capital Documents, after giving effect to any item greater than adjustments thereto agreed to by the greatest value for such item claimed by either party or less than Buyer and the smallest value for such item claimed by either party. Upon Seller and to the resolution of all such disputes, any disputed matters by the Closing Balance Sheet shall be revised Independent Accounting Firm pursuant to reflect such resolutionSection 2.3(c)(ii). The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties.8

Determination of Net Working Capital. No later than thirty At least two (302) days following Business Days prior to the Closing, Sellers will furnish to Buyer a certificate, with appropriate support (including but not limited to an itemized list of Receivables included in Current Assets), setting forth Sellers’ good faith estimate of the net book value, as of 11:59 p.m., New York local time, on the Sunday immediately preceding the Closing Date, Buyer shall deliver to Seller a statement of the Current Assets minus the Current Liabilities (the "Closing Balance Sheet"“Estimated Net Working Capital Amount”). For the purposes of calculating the Estimated Net Working Capital Amount, the amount of Receivables included in Current Assets shall be calculated by multiplying (x) setting forth its computation the aggregate amount of gross Receivables (excluding the Excluded Receivables) as of the Sunday immediately preceding the Closing Date and (y) 0.50. The Estimated Net Working Capital Amount shall be calculated in accordance with the Agreed Accounting Policies and consistent with the example calculation set forth on the Example Statement of Net Working Capital. Not later than sixty (60) days after the Closing Date, Sellers shall prepare and deliver to Buyer a certificate (the “Closing Statement”), with appropriate support, setting forth Sellers’ good faith, final determination of the net book value, as of 11:59 p.m., New York local time, on the Closing Date, of the Current Assets minus the Current Liabilities (the “Proposed Closing Net Working Capital Amount”). The Closing Balance Sheet Statement shall be prepared in accordance with generally accepted accounting principles consistently applied. The Closing Balance Sheet shall become final the Agreed Accounting Policies and binding upon consistent with the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice of his disagreement ("Dispute Notice") to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only example calculation set forth on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incompleteExample Statement of Net Working Capital. Within thirty (30) days after delivery Buyer will be afforded a period of such Dispute Notice, the parties hereto shall attempt to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. If Buyer and Seller are unable to resolve any dispute within the thirty (30)-day period after Seller's receipt of a Dispute Notice, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates during the past three (3) years (the "Arbitrating Accountant"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) calendar days after (the “Review Period”) to review the Closing Statement. During such Review Period, Buyer and Buyer’s accountants will be afforded reasonable access to the records, work papers, trial balances and similar materials prepared by Sellers or Sellers’ accountants in connection with the preparation of the Closing Statement. At or before the end of the Review Period, Buyer will either (a) accept the Closing Statement, in its entirety, in which case the Closing Statement shall become final, binding and conclusive on Sellers and Buyer and the Proposed Closing Net Working Capital Amount shall be the “Closing Net Working Capital Amount,” or (b) deliver to Sellers a written notice in accordance with Section 3.3.7 disputing the Closing Statement. For the purposes of calculating the Closing Net Working Capital Amount, the amount of Receivables in Current Assets shall be calculated by multiplying (x) the aggregate amount of gross Receivables (excluding the Excluded Receivables) as of 11:59 p.m., New York local time, on the Closing Date, and (y) 0.50. The Closing Net Working Capital Amount shall be prepared in accordance with the Agreed Accounting Policies and consistent with the example calculation set forth on the Example Statement of Net Working Capital In the event that the Closing Net Working Capital Amount is greater than the Estimated Net Working Capital Amount, then within ten (10) days following the later of (a) the date of its appointment, determine, based solely on presentations the Closing Statement is accepted by Buyer or (b) the final, binding and Sellerconclusive determination of any dispute with respect to the Closing Statement as provided in Section 3.3.7, Buyer shall pay to Sellers by federal funds wire transfer in immediately available funds an amount equal to such excess. In the event that the Closing Net Working Capital Amount is less than the Estimated Net Working Capital Amount, then within ten (10) days following the later of (a) the date the Closing Statement are accepted by Buyer or (b) the final, binding and not conclusive determination of any dispute with respect to the Closing Statement as provided in Section 3.3.7, Sellers shall repay to Buyer by independent reviewfederal funds wire transfer in immediately available funds an amount equal to such shortage. In the event that the Closing Net Working Capital is equal to the Estimated Net Working Capital Amount, only those issues in then there shall be no post-closing adjustment pursuant to this Section 3.3. In the event that any dispute and shall render a written report arise as to the dispute and manner of preparation or the resulting computation accuracy of the Closing Balance Sheet Statement prior to the expiration of the Review Period, Buyer shall provide Sellers with written notice of each disputed item. In the event of such a dispute, Buyer and Sellers shall attempt to reconcile in good faith their differences as to such items within twenty (20) calendar days (the Net Working Capital, which “Resolution Period”) of Sellers’ receipt of such notice. All such discussions and communications related thereto shall (unless otherwise agreed by Sellers and Buyer) be governed by Rule 408 of the Federal Rules of Evidence and any applicable similar state rule and any resolution by them as to any disputed items shall be final, binding and conclusive on Buyer and binding upon Sellers. If Buyer and Sellers are unable to reach a resolution with such effect within the parties Resolution Period, Buyer and not subject Sellers shall submit the dispute to appeal or judicial reviewthe Independent CPA. In resolving any disputed item, The determination of such dispute by the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet Independent CPA shall be revised consistent with the Agreed Account Policies and final, binding and conclusive on the parties; provided, that the Independent CPA shall have no authority or power to reflect such resolutionalter, modify, amend, add to or subtract from any term or provision of this Agreement. The Arbitrating Accountant shall determine the proportion of its fees and expenses to of the Independent CPA shall be paid split and assessed by each of Seller and the Independent CPA equally between Buyer, based primarily on the degree to which one hand, and Sellers, on the Arbitrating Accountant has accepted the positions of the respective partiesother.

Determination of Net Working Capital. No later than thirty (30) days following As soon as reasonably practical after the Closing Date, the Buyer shall deliver cause to be prepared and delivered to Seller a statement (the "Closing Balance Sheet") setting forth its computation proposed final calculation of Net Working Capital as of the Net Working Capital. The Closing Balance Sheet shall be Date, prepared in accordance with generally accepted accounting principles consistently appliedSection 2.3(a) (the “Initial Net Working Capital Calculation”). The Closing Balance Sheet Initial Net Working Capital Calculation shall become final and binding upon be accompanied by any supporting documentation or other materials reasonably necessary to determine such calculation or adjustment. In the parties fifteen (15) days following Seller's receipt thereof unless event that Seller gives written notice of his disagreement ("Dispute Notice") does not object in writing to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within Initial Net Working Capital Calculation within thirty (30) days after delivery receipt of such Dispute Noticesame, then the parties hereto Initial Net Working Capital Calculation shall attempt be deemed to have been accepted by Seller and shall become final and binding. In the event that Seller timely objects in writing to the Initial Net Working Capital Calculation, then Seller and the Buyer shall use reasonable good faith efforts to resolve such the dispute and agree in writing upon the final content of the disputed Closing Balance Sheetwithin thirty (30) days. If Seller and the Buyer and Seller are unable to resolve any dispute reach an agreement within the such thirty (30)-day period after Seller's receipt of period, then they shall submit the dispute to a Dispute Noticenationally recognized accounting firm, mutually agreeable to Seller and the Buyer, whose determination of Net Working Capital shall be made in accordance with this Section 2.3 and shall be final and binding (the “NWC Arbitrator”). If Seller and the Buyer shall jointly engage as arbitrator are unable to agree on an NWC Arbitrator, each will select a nationally recognized accounting firm, who will then select a third nationally recognized accounting firm acceptable to and jointly engaged by both Buyer and Sellerserve as “NWC Arbitrator” hereunder. In submitting a dispute to the NWC Arbitrator under this Section 2.3, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any each party shall prepare a detailed statement in support of their respective affiliates during the past three (3) years (the "Arbitrating Accountant"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) days after the date calculation of its appointment, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute and the resulting computation of the Closing Balance Sheet and the Net Working Capital, which . The NWC Arbitrator shall be conclusive required to accept any determinations for which there is agreement between Seller and binding the Buyer, and will only decide upon the parties and not subject to appeal or judicial review. In resolving any disputed item, the Arbitrating Accountant may not assign matters on which there is a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet shall be revised to reflect such resolutionsubstantive dispute. The Arbitrating Accountant party, being Seller or Buyer, whose calculation of Net Working Capital is mathematically furthest from that of the NWC Arbitrator shall determine pay the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective partiesNWC Arbitrator. The value of Net Working Capital established pursuant to this subparagraph shall be referred to as the “Final Net Working Capital.”

Determination of Net Working Capital. No later than thirty (30) days following the Closing Date, Buyer shall deliver to Seller a statement (the "Closing Balance Sheet") setting forth its computation of the Net Working Capital. The Closing Balance Sheet shall be prepared in accordance with generally accepted accounting principles consistently applied, and shall only reflect the Purchased Assets and Assumed Liabilities constituting Net Working Capital. The Closing Balance Sheet shall become final and binding upon the parties fifteen (15) days following Seller's receipt thereof unless Seller gives written notice of his its disagreement ("Dispute Notice") to Buyer prior to such date. Seller shall have such fifteen (15)-day period to bring a dispute, but only on the basis that the amounts reflected on the Closing Balance Sheet were not presented in accordance with generally accepted accounting principles or were inaccurate or incomplete. Within thirty (30) days after delivery of such Dispute Notice, the parties hereto shall attempt to resolve such dispute and agree in writing upon the final content of the disputed Closing Balance Sheet. If Buyer and Seller are unable to resolve any dispute within the thirty (30)-day period after Seller's receipt of a Dispute Notice, Seller and Buyer shall jointly engage as arbitrator an accounting firm acceptable to and jointly engaged by both Buyer and Seller, provided such accounting firm has not performed accounting, tax or auditing services for Buyer or Seller or any of their respective affiliates Affiliates during the past three (3) years (the "Arbitrating Accountant"). The Arbitrating Accountant shall promptly, and in any event within forty-five (45) days after the date of its appointment, determine, based solely on presentations by Buyer and Seller, and not by independent review, only those issues in dispute and shall render a written report as to the dispute and the resulting computation of the Closing Balance Sheet and the Net Working Capital, which shall be conclusive and binding upon the parties and not subject to appeal or judicial review. In resolving any disputed item, the Arbitrating Accountant may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Upon the resolution of all such disputes, the Closing Balance Sheet shall be revised to reflect such resolution. The Arbitrating Accountant shall determine the proportion of its fees and expenses to be paid by each of Seller and Buyer, based primarily on the degree to which the Arbitrating Accountant has accepted the positions of the respective parties.