Common use of Estimated Working Capital Clause in Contracts

Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders shall deliver to Fenix their good faith estimate of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.3 for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold. (b) The cash component of the Consideration payable at Closing shall be increased by the amount of the Estimated Working Capital. This increase shall be allocated among the Shareholders according to their Percentage Interests. It is a Fenix closing condition that the Company has cash as of Closing of $200,000, as provided in Section 8.1. (c) As promptly as practical but no later than 90 days after the Closing Date, Fenix shall prepare and deliver to the Shareholders a proposed final statement of the Company’s Working Capital as of the Closing Date (the “Proposed Final Working Capital Statement” or “Proposed Statement”) calculated in the manner shown on Schedule 2.3 for illustration purposes.

Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders Shareholder shall deliver to Fenix their his good faith estimate of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.3 for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold. (b) The cash component of the Consideration payable at Closing shall be increased by the amount of the Estimated Working Capital. This increase shall be allocated among the Shareholders according to their Percentage Interests. It is a Fenix closing condition that the Company has cash as of Closing of $200,000525,000, as provided in Section 8.1. (c) As promptly as practical but no later than 90 days after the Closing Date, Fenix shall prepare and deliver to the Shareholders Shareholder a proposed final statement of the Company’s Working Capital as of the Closing Date (the “Proposed Final Working Capital Statement” or “Proposed Statement”) calculated in the manner shown on Schedule 2.3 for illustration purposes.

Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders shall deliver to Fenix their good faith estimate of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.3 for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold. (b) The cash component of the Consideration payable at Closing shall be increased by the amount of the Estimated Working Capital. This increase shall be allocated among the Shareholders according to their Percentage Interests. It is a Fenix closing condition that the Company has cash as of Closing of $200,000500,000, as provided in Section 8.1. (c) As promptly as practical but no later than 90 days after the Closing Date, Fenix shall prepare and deliver to the Shareholders a proposed final statement of the Company’s Working Capital as of the Closing Date (the “Proposed Final Working Capital Statement” or “Proposed Statement”) calculated in the manner shown on Schedule 2.3 for illustration purposes.

Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders Members shall deliver to Fenix their good faith estimate of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.3 for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold. (b) The cash component of the Consideration payable at Closing shall be increased by the amount of the Estimated Working Capital. This increase shall be allocated among the Shareholders Members according to their Percentage Interests. It is a Fenix closing condition that the Company has cash as of Closing of at least $200,000350,000, as provided in Section 8.1. (c) As promptly as practical but no later than 90 days after the Closing Date, Fenix shall prepare and deliver to the Shareholders Members a proposed final statement of the Company’s Working Capital as of the Closing Date (the “Proposed Final Working Capital Statement” or “Proposed Statement”) calculated in the manner shown on Schedule 2.3 for illustration purposes.

Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders shall deliver to Fenix their good faith estimate of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.3 for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold. (b) The cash component of the Consideration payable at Closing shall be increased by the amount of the Estimated Working Capital. This increase shall be allocated among the Shareholders according to their Percentage Interests. It is a Fenix closing condition that the Company has cash as of Closing of $200,000350,000, as provided in Section 8.1. (c) As promptly as practical but no later than 90 days after the Closing Date, Fenix shall prepare and deliver to the Shareholders a proposed final statement of the Company’s Working Capital as of the Closing Date (the “Proposed Final Working Capital Statement” or “Proposed Statement”) calculated in the manner shown on Schedule 2.3 for illustration purposes.

Estimated Working Capital. (a) At Closing (having delivered a draft estimate no later than five Business Days prior to Closing), the Shareholders shall deliver to Fenix their good faith estimate of the Company’s Working Capital as of the Closing Date (the “Estimated Working Capital Statement”), calculated in the manner shown on Schedule 2.3 for illustration purposes. Inventory shall be included in the Estimated Working Capital Statement only to the extent it is less than 30 days old, the quantity is consistent with the six-month historical trend, and the value included is the actual vehicle cost less the price of the parts previously sold. (b) The cash component of the Consideration payable at Closing shall be increased by the amount of the Estimated Working Capital. This increase shall be allocated among the Shareholders according to their Percentage Interests. It is a Fenix closing condition that the Company has cash as of Closing of $200,000600,000, as provided in Section 8.1. (c) As promptly as practical but no later than 90 days after the Closing Date, Fenix shall prepare and deliver to the Shareholders a proposed final statement of the Company’s Working Capital as of the Closing Date (the “Proposed Final Working Capital Statement” or “Proposed Statement”) calculated in the manner shown on Schedule 2.3 for illustration purposes.