Excess Working Capital Amount Clause Samples

Excess Working Capital Amount. Notwithstanding anything to the contrary set forth in this Agreement, the portion of the Aggregate Cash Consideration attributable to the Excess Working Capital Amount shall not be payable until there is a final determination of the Excess Working Capital Amount, which final determination shall be made in accordance with this Section 2.9(c). As promptly as practicable after the Closing Date (and in no event later than January 14, 2010), Parent shall prepare and cause to be delivered to the Stockholder Representative a certificate submitted in good faith and signed by Parent stating Parent’s calculation of the Excess Working Capital Amount and each component thereof. To the extent that Parent’s calculation of Excess Working Capital and each component thereof comports with the calculation provided by the Company in Section 3.31 of the Disclosure Schedule, Parent shall within two Business Days after the delivery of such certificate deliver to the Exchange Agent the applicable portion of the Excess Working Capital Amount to be paid to the Company Stockholders in accordance with Section 2.9(b)(iv). In the event that Parent’s calculation of the Excess Working Capital Amount differs from that provided in Section 3.31 of the Disclosure Schedule, Parent and the Stockholder Representative shall utilize the procedures set forth in Section 8.4 (without regard to any provisions contained therein related to the Escrow Agent, the Escrow Agreement or the Escrow Fund) to make a final determination with respect to the Excess Working Capital Amount. Upon a final determination of the Excess Working Capital Amount, Parent shall promptly (and in any event within five Business Days) cause the applicable portion of the Excess Working Capital Amount to be paid to the Company Stockholders that have surrendered their Company Stock Certificates and Exchange Documents in accordance with Section 2.9(b)(iv).