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 of such Dispute Notice, the parties hereto shall attempt to resolve such dispute and agree in writing upon Seller’s receipt thereof (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“Objection Period”), Seller and provide the Buyer shall jointly engage as arbitrator an accounting firm acceptable with written notice of objection with respect 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 the Net Working Capital Documents (a “Notice of their respective affiliates during the past three (3) years (the "Arbitrating Accountant"Objection”). The Arbitrating Accountant Notice of Objection shall promptly, and specify in any event within forty-five (45) days after the date reasonable detail each item 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 8 Capital Documents that 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 Seller disputes, the Closing Balance Sheet shall be revised to reflect such resolutionnature of any objection so asserted and any portions of the Net Working Capital Documents that the Seller does not dispute. The Arbitrating Accountant Buyer shall determine cooperate with the proportion Seller and its representatives in their review of the Net Working Capital Documents and shall provide timely and reasonable access to any of its fees accountants, books, records, schedules, analyses, working papers and expenses to be paid by each of Seller and Buyer, based primarily on other information used in the degree to which the Arbitrating Accountant has accepted the positions preparation of the respective partiesNet Working Capital Documents.

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.

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 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 date of its appointment“Review Period”) to review the Closing Statement. During such Review Period, determine, based solely on presentations by Buyer Xxxxx and Seller, and not by independent review, only those issues in dispute and shall render a written report as Xxxxx’s accountants will be afforded reasonable access to the dispute records, work papers, trial balances and similar materials prepared by Sellers or Sellers’ accountants in connection with the resulting computation preparation of the Closing Balance Sheet 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, which Capital Amount shall be conclusive and binding upon the parties and not subject “Closing Net Working Capital Amount,” or (b) deliver to appeal or judicial reviewSellers a written notice in accordance with Section 3.3.7 disputing the Closing Statement. In resolving any disputed itemFor the purposes of calculating the Closing Net Working Capital Amount, the Arbitrating Accountant may not assign a value to any item 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 greatest value for Estimated Net Working Capital Amount, then within ten (10) days following the later of (a) the date the Closing Statement is accepted by Buyer or (b) the final, binding and conclusive 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 item claimed by either party or excess. In the event that the Closing Net Working Capital Amount is less than the smallest value for such item claimed by either party. Upon Estimated Net Working Capital Amount, then within ten (10) days following 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.later of

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 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 Sellers’ 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 thereof (the "Arbitrating Accountant"“Objection Period”), Sellers provide the Buyer with written notice of objection with respect to the Net Working Capital Documents (a “Notice of Objection”). The Arbitrating Accountant Notice of Objection shall promptly, and specify in any event within forty-five (45) days after the date reasonable detail each item 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 Capital Documents that the parties and not subject to appeal or judicial review. In resolving any disputed itemSellers dispute, the Arbitrating Accountant may nature of any objection so asserted and any portions of the Net Working Capital Documents that the Sellers do not assign a value dispute. The Buyer shall 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 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 accountants, books, records, schedules, analyses, working papers and expenses to be paid by each of Seller and Buyer, based primarily on other information used in the degree to which the Arbitrating Accountant has accepted the positions preparation of the respective partiesNet Working Capital Documents.

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 date of its appointment“Review Period”) to review the Closing Statement. During such Review Period, 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 Buyer’s accountants will be afforded reasonable access to the dispute records, work papers, trial balances and similar materials prepared by Sellers or Sellers’ accountants in connection with the resulting computation preparation of the Closing Balance Sheet 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, which Capital Amount shall be conclusive and binding upon the parties and not subject “Closing Net Working Capital Amount,” or (b) deliver to appeal or judicial reviewSellers a written notice in accordance with Section 3.3.7 disputing the Closing Statement. In resolving any disputed itemFor the purposes of calculating the Closing Net Working Capital Amount, the Arbitrating Accountant may not assign a value to any item 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 greatest value for Estimated Net Working Capital Amount, then within ten (10) days following the later of (a) the date the Closing Statement is accepted by Buyer or (b) the final, binding and conclusive 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 item claimed by either party or excess. In the event that the Closing Net Working Capital Amount is less than the smallest value for such item claimed by either party. Upon Estimated Net Working Capital Amount, then within ten (10) days following 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.later of

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.”