Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.
Date of Execution (1) The Parties have executed this Settlement Agreement as of the date on the cover page. SCHEDULE “A” Proceedings Court and File No. Part Plaintiff(s) Defendants Settlement Class Common Issues Class Period Ontario Actions Ontario Heater Sheridan Denso Corporation, Denso All Persons in Canada who, Did the Settling Defendants January 1, 2000 to November Superior Control Chevrolet International America Inc., during the Class Period, (a) conspire to fix, raise, 2, 2016 Court of Panel Cadillac Ltd., Denso Manufacturing Canada purchased, directly or maintain, or stabilize the Justice The Pickering Inc., Denso Sales Canada Inc., indirectly, Heater Control prices of Heater Control Court File Auto Mall Tokai Rika Co., Ltd., TRAM, Panels; and/or (b) purchased or Panels in Canada and/or No. CV-12- Ltd., and Fady Inc., TRMI, Inc., TRIN, Inc., leased, directly or indirectly, a elsewhere during the Class 449233- Xxxxxx Calsonic Kansei Corporation, new or used Automotive Period? If so, what 00CP Calsonic Kansei North America, Vehicle containing Heater damages, if any did Inc., Sumitomo Electric Control Panels; and/or (c) Settlement Class Members Industries Ltd., Sumitomo purchased for import into suffer? Wiring Systems Ltd., Sumitomo Canada, a new or used Electric Wiring Systems Inc., Automotive Vehicle containing Sumitomo Electric Wintec Heater Control Panels. America, Inc., Sumitomo Wiring Excluded Persons and Persons Systems (U.S.A.) Inc., K&S who are included in the Quebec Wiring Systems, Inc., Alps Settlement Class and the BC Electric Co., Ltd., Alps Electric Settlement Class are excluded (North America), Inc., and Alps from the Ontario Settlement Automotive Inc. Class. Ontario Occupant Xxxxxxxx Xxxxxx Corporation, Tokai Rika Co., Ltd., TRQSS Inc., TRAM, Inc., TAC Manufacturing, Inc., Toyoda Gosei, Co., Ltd., Toyoda Gosei North America Corporation, and TG Missouri Corporation All Persons in Canada who, Did the Settling Defendants January 1, 2003 to December Superior Safety Chevrolet during the Class Period, (a) conspire to fix, raise, 4, 2014 Court of Systems Cadillac Ltd., purchased, directly or maintain, or stabilize the Justice The Pickering indirectly, Occupant Safety prices of Occupant Safety Court File Auto Mall Systems; and/or (b) purchased Systems in Canada and/or No. CV-13- Ltd., Fady or leased, directly or indirectly, elsewhere during the Class 472259- Xxxxxx, and a new or used Automotive Period? If so, what 00CP Xxxx X’Xxxxx Vehicle containing Occupant damages, if any did Swinkels Safety Systems and/or (c) Settlement Class Members purchased for import into suffer? Canada, a new or used
