Common use of Final Net Working Capital Calculation Clause in Contracts

Final Net Working Capital Calculation. (i) No later than 60 days after the Closing Date, the Representative will deliver to Purchaser a statement setting forth its calculation of the Net Working Capital and the Transaction Tax Benefit (the “Closing Statement”). After delivery of the Closing Statement, Purchaser and its accountants shall be permitted reasonable access to review the Representative’s work papers related to the preparation of the Closing Statement. Purchaser and its accountants may make inquires of the Representative regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof. If Purchaser has any objections to the Closing Statement, then Purchaser shall deliver to the Representative a statement (an “Objections Statement”) setting forth in detail any disputes or objections (the “Objection Disputes”) to the Closing Statement and Purchaser’s proposed resolution of each such Objection Dispute. If a proper Objections Statement is not delivered to the Representative within 60 days after delivery of the Closing Statement, then the Closing Statement as originally delivered by the Representative shall be final, binding and non-appealable by the Parties. If a proper Objections Statement is timely delivered, then the Representative and Purchaser shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Representative and Purchaser shall submit each unresolved Objection Dispute to Xxxxx Xxxxxxxx LLP (the “Independent Auditor”) to resolve such Objection Disputes. The Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event, to make its determination in respect of such Objection Disputes within 30 days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final and binding upon the Parties; provided, however, that no such determination shall be any more favorable to the Representative than is set forth in the Net Working Capital and the Transaction Tax Benefit calculation reflected in the Closing Statement or any more favorable to Purchaser than is proposed in the Objection Statement. The costs, expenses and fees of the Independent Auditor shall be borne by the Securityholders, on the one hand, and Purchaser, on the other hand, based on the percentage which the portion of the contested amount not awarded to such Party bears to the amount actually contested by such Party. (ii) If the sum of the Net Working Capital and the Transaction Tax Benefit as finally determined pursuant to clause (i) above is greater than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax Benefit, then Purchaser shall promptly (but in any event within five Business Days of the final determination thereof) (A) pay to the Agent (on behalf of the Securityholders) such excess by wire transfer of immediately available funds, which amount shall be distributed to the Securityholders in accordance with Section 1.05, and (B) pursuant to Section 6(a) of the Escrow and Exchange Agreement, instruct the Agent to release $1,000,000 of the Escrow Amount to the Securityholders, which amount shall be distributed to the Securityholders in accordance with Section 1.05. (iii) If the sum of the Net Working Capital and the Transaction Tax Benefit as finally determined pursuant to clause (i) above is less than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax Benefit, then the Representative shall (on behalf of the Securityholders) promptly (but in any event within five Business Days of the final determination thereof) instruct the Agent to pay to Purchaser out of the Escrow Amount an amount equal to such shortfall by wire transfer of immediately available funds to an account or accounts designated by Purchaser to the Representative. If the amount of such shortfall is less than $1,000,000, then the Purchaser and the Representative (on behalf of the Securityholders) shall promptly (but in any event within five Business Days of the final determination of such shortfall) pursuant to Section 6(a) of the Escrow and Exchange Agreement, instruct the Agent to release that portion of the Escrow Amount equal to $1,000,000 minus the amount of such shortfall, which net amount shall be distributed to the Securityholders in accordance with Section 1.05. If the amount of such shortfall is more than $1,000,000, then the Securityholders shall promptly (but in any event within five Business Days of the final determination of such shortfall) deposit with the Agent the amount by which the shortfall exceeds $1,000,000, so that the Escrow Amount is equal to $5,000,000.

Final Net Working Capital Calculation. (i) No later than 60 days after A post-closing adjustment to the Closing DatePurchase Price shall be made as follows: (a) Within forty-five (45) days following the Closing, the Representative will Buyer shall deliver to Purchaser Sellers a statement setting forth its in detail Buyer’s calculation of the Net Working Capital (as finally determined pursuant to this Section 3.4 and the Transaction Tax Benefit (Exhibit F, the “Closing StatementFinal Net Working Capital Calculation”). After delivery . (b) From and after the Closing Date, Buyer shall provide Sellers with access to the books and records and knowledgeable personnel of the Closing Statement, Purchaser Business during normal business hours in connection with the preparation and its accountants review of the Final Net Working Capital Calculation. Sellers shall be permitted reasonable access have the right to review examine and make copies of the Representative’s work papers related to and such other documents that are generated or reviewed by Buyer in connection with the preparation of the Closing Statement. Purchaser Final Net Working Capital Calculation and to observe the work performed by Buyer or its accountants may make inquires of the Representative regarding questions concerning or disagreements representatives in connection with the Closing Statement arising in the course of their review thereof. If Purchaser has any objections a physical inventory to be conducted at all plant locations related to the Closing StatementBusiness following the Closing. The Final Net Working Capital Calculation delivered by Buyer to Sellers shall become final for all purposes of this Agreement unless, then Purchaser shall deliver to within thirty (30) days after the Representative a statement (an “Objections Statement”) setting forth in detail any disputes or objections receipt of such calculation by Sellers (the “Objection DisputesSettlement Date”) ), Buyer receives written notice of Sellers’ disapproval of the Final Net Working Capital Calculation delivered by Buyer along with Sellers’ determination of the Final Net Working Capital Calculation, consistent with the terms of this Section 3.4, and a detailed description as to the Closing Statement reasons for such disapproval (the “Adjustment Report”). (c) In the event Sellers and Purchaser’s Buyer fail to agree on one or more of Sellers’ proposed resolution of each such Objection Dispute. If a proper Objections Statement is not delivered to adjustments contained in the Representative Adjustment Report within 60 fifteen (15) days after delivery Buyer’s receipt of the Closing StatementAdjustment Report, then the Closing Statement as originally delivered by the Representative shall be finalSellers and Buyer will select, binding and non-appealable by the Parties. If a proper Objections Statement is timely delivered, then the Representative and Purchaser shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within 15 five (5) days after the delivery of the Objections Statementexpiration of the foregoing fifteen (15) day period, the Representative and Purchaser shall submit each unresolved Objection Dispute to Xxxxx Xxxxxxxx LLP a mutually acceptable, independent accounting firm of nationally recognized standing (the “Independent AuditorAuditors”) to resolve such Objection Disputes. The Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, in any event), to make its the final determination with respect to the correctness of the proposed adjustments in respect the Adjustment Report. Within three (3) Business Days of the selection of the Independent Auditors, Sellers and Buyer will each submit to the Independent Auditors a written statement setting forth such Objection Disputes within 30 party’s proposed aggregate resolution of the proposed adjustments and any supporting data and analysis. Within thirty (30) days following its retentionof the later submittal to the Independent Auditors, the Independent Auditors will select either Sellers’ or Buyer’s proposed aggregate resolution of the proposed adjustments. If any unresolved objections are submitted to the Independent Auditors for resolution as provided above, the party whose proposed resolution is not selected by the Independent Auditors shall pay the fees and expenses of the Independent Auditors. The decision of the Independent Auditor’s determination of such Objection Disputes Auditors shall be final and binding upon on Sellers and Buyer. (d) On the Parties; providedClosing Date, howeverBuyer and Sellers shall establish with JPMorgan Chase Bank (the “Working Capital Escrow Agent”) at the Closing interest-bearing joint order escrow accounts (the “Working Capital Escrow Accounts”), that no such determination in an aggregate amount equal to $15,000,000 (the “Working Capital Escrow”). The Working Capital Escrow shall be any more favorable held pursuant to the Representative than is set forth escrow agreements, both in the Net form attached hereto as Exhibit E (collectively, the “Working Capital Escrow Agreement”). Buyer shall jointly execute with Sellers the Buyer’s Working Capital Escrow Agreement and Buyer shall deposit, in good and current funds on the Transaction Tax Benefit calculation reflected Closing Date, the sum of $7,500,000 in the Buyer’s Working Capital Escrow Account as its share of the Working Capital Escrow. Sellers shall jointly execute with Buyer the Sellers’ Working Capital Escrow Agreement and Sellers shall deposit, in good and current funds on the Closing Statement or any more favorable to Purchaser than is proposed Date, the sum of $7,500,000 in the Objection Statement. The costs, expenses and fees Sellers’ Working Capital Escrow Account as their share of the Independent Auditor shall be borne by the Securityholders, Working Capital Escrow. Interest on the one hand, and Purchaser, on Working Capital Escrow shall become part of the other hand, based on the percentage which Working Capital Escrow for all purposes under this Agreement. Interest allocable to the portion of the contested amount not awarded to such Party bears Working Capital Escrow in Buyer’s Working Capital Escrow Account shall accrue and shall be held in Buyer’s Working Capital Escrow Account, and interest allocable to the amount actually contested by such Party. (ii) If the sum portion of the Working Capital Escrow in Sellers’ Working Capital Escrow Account shall accrue and shall be held in Sellers’ Working Capital Escrow Account. To the extent that the Final Net Working Capital and the Transaction Tax Benefit as finally determined pursuant to clause (i) above Calculation is greater than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax BenefitCalculation, then Purchaser Buyer shall promptly (but owe such difference to Sellers, which difference shall first be paid in any event within five Business Days of the final determination thereof) (A) pay to the Agent (on behalf of the Securityholders) such excess by wire transfer of immediately available funds, which amount shall be distributed to funds on the Securityholders in accordance with Section 1.05, and (B) pursuant to Section 6(a) of Payment Date by the Escrow and Exchange Agreement, instruct the Agent to release $1,000,000 of the Escrow Amount to the Securityholders, which amount shall be distributed to the Securityholders in accordance with Section 1.05. (iii) If the sum of the Net Working Capital and the Transaction Tax Benefit as finally determined pursuant to clause (i) above is less than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax Benefit, then the Representative shall (on behalf of the Securityholders) promptly (but in any event within five Business Days of the final determination thereof) instruct the Escrow Agent to pay to Purchaser out of the funds in Buyer’s Working Capital Escrow Amount an amount equal to Account, and if such shortfall by wire transfer difference shall exceed the balance of immediately available funds to an account or accounts designated by Purchaser to the Representative. If the amount of such shortfall is less than $1,000,000, then the Purchaser and the Representative (on behalf of the Securityholdersincluding interest) shall promptly (but in any event within five Business Days of the final determination of such shortfall) pursuant to Section 6(a) of the Buyer’s Working Capital Escrow and Exchange Agreement, instruct the Agent to release that portion of the Escrow Amount equal to $1,000,000 minus the amount of such shortfall, which net amount shall be distributed to the Securityholders in accordance with Section 1.05. If the amount of such shortfall is more than $1,000,000, then the Securityholders shall promptly (but in any event within five Business Days of the final determination of such shortfall) deposit with the Agent the amount by which the shortfall exceeds $1,000,000, so that the Escrow Amount is equal to $5,000,000.Account,

Final Net Working Capital Calculation. (ia) No later than 60 Promptly, but in any event within sixty (60) days after the Closing Date, the Representative Buyer will deliver to Purchaser a statement setting forth Seller its calculation of the Net Working Capital and the Transaction Tax Benefit resulting final Purchase Price (the “Preliminary Closing Statement”). After delivery Buyer shall provide Seller and its representatives with reasonable access to the books, records, facilities and employees of Buyer related to the Business or Purchased Assets during normal business hours and on at least five (5) days prior written notice such that Seller and its representatives can review and verify the information contained on the Preliminary Closing Statement. Unless within the thirty (30) day period following Seller’s receipt of the Preliminary Closing Statement, Purchaser and its accountants shall be permitted reasonable access Seller delivers written notice to review Buyer (the Representative’s work papers related to the preparation of the Closing Statement. Purchaser and its accountants may make inquires of the Representative regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof. If Purchaser has any objections to the Closing Statement, then Purchaser shall deliver to the Representative a statement (an “Objections Statement”) setting forth in reasonable detail any disputes or objections and all items of disagreement related to the Preliminary Closing Statement, including the nature and dollar amount thereof (each, an “Item of Dispute”), subject to the “Objection Disputes”resolution of any issues in the Objections Statement, the Preliminary Closing Statement (and its determination of Net Working Capital and the final Purchase Price) shall be conclusive and binding upon Seller and Buyer; provided that the only basis on which Seller shall be permitted to submit an Item of Dispute is that such Item of Dispute was not prepared in accordance with the accounting policies and procedures consistent with those used by Seller prior to the Closing Date and in accordance with GAAP or this Section 2.4(a) (as further defined or clarified by the definitions of the terms herein) or that a mathematical error was made and provided further that to the extent that the access to books and records, etc. as set forth in the preceding sentence is delayed by Buyer for any reason in violation of this section, the 30-day review period shall be extended by the amount of such delay. (b) If Seller delivers an Objections Statement to Buyer within such 30-day period, Buyer and Purchaser’s proposed resolution Seller shall use reasonable best efforts to resolve their differences concerning the Items of each Dispute, and if any Item of Dispute is so resolved, the Preliminary Closing Statement shall be modified as necessary to reflect such Objection Disputeresolution. If all Items of Dispute are so resolved, the Preliminary Closing Statement (as so modified) (and the determination of Net Working Capital and the final Purchase Price) shall be conclusive and binding on Seller and Buyer. If any Item of Dispute remains unresolved for a proper Objections Statement is not delivered to the Representative within 60 period of fifteen (15) business days after delivery of the Closing Statement, then the Closing Statement as originally delivered by the Representative shall be final, binding and non-appealable by the Parties. If a proper Objections Statement is timely delivered, then the Representative and Purchaser shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within 15 days after the delivery Buyer’s receipt of the Objections Statement, the Representative Buyer and Purchaser Seller shall submit each unresolved Objection the remaining Items of Dispute to Xxxxx Xxxxxxxx LLP Ernst & Young (the “Independent Auditor”) to resolve such Objection Disputes). The Buyer and Seller shall request that the Independent Auditor render a determination (which determination shall be instructed solely based on whether such Item of Dispute was prepared in accordance with the terms of this Section 2.4 or whether a mathematical error was made) as to set forth a procedure each unresolved Item of Dispute within forty-five (45) days after its retention, and Buyer and Seller shall cooperate fully with the Independent Auditor so as to provide for prompt resolution of any unresolved Objection Disputes and, in any event, enable it to make its such determination in respect of such Objection Disputes within 30 days following its retentionas quickly and as accurately as practicable. The Independent Auditor’s determination as to each Item of such Objection Disputes Dispute submitted to it shall be final (i) based solely on presentations by Buyer and Seller which are in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review), (ii) in writing and (iii) conclusive and binding upon Buyer and Seller, and the Parties; provided, however, that no such determination Preliminary Closing Statement shall be any more favorable modified to the Representative than is set forth in extent necessary to reflect such determination. The Independent Auditor shall consider only the Net Working Capital remaining Items of Dispute and the Transaction Tax Benefit calculation reflected in Independent Auditor may not assign a value to any Item of Dispute greater than the Closing Statement greatest value assigned by Buyer, on the one hand, or any more favorable to Purchaser Seller, on the other hand, or less than is proposed in the Objection Statementsmallest value for such item assigned by Buyer, on the one hand, or Seller, on the other hand. The costs, costs and expenses and fees of the Independent Auditor shall be borne by the Securityholdersperson whose valuation with respect to an Item of Dispute is furthest away from the Independent Auditor’s valuation with respect to that Item of Dispute, on provided that if neither party’s valuation differs from the one handIndependent Auditor’s valuation by more than five percent (5%), then the costs and Purchaser, on the other hand, based on the percentage which the portion of the contested amount not awarded to such Party bears to the amount actually contested by such Partyexpenses shall be split equally. (iic) If the sum of the Net Working Capital and the Transaction Tax Benefit Purchase Price as finally determined pursuant to clause (i) above this Section 2.4 is greater than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax Benefitestimated Purchase Price, then Purchaser Buyer shall promptly (but in any event within five Business Days of the final determination thereof) (A) pay to the Agent (on behalf of the Securityholders) Seller such excess by wire transfer (plus simple interest on such amount at a rate of immediately available funds, which amount shall be distributed to 7.5% per annum from the Securityholders in accordance with Section 1.05, and (BClosing Date through the date of payment) pursuant to Section 6(a) of the Escrow and Exchange Agreement, instruct the Agent to release $1,000,000 of the Escrow Amount to the Securityholders, which amount shall be distributed to the Securityholders in accordance with Section 1.05. (iii) If the sum of the Net Working Capital and the Transaction Tax Benefit as finally determined pursuant to clause (i) above is less than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax Benefit, then the Representative shall (on behalf of the Securityholders) promptly (but in any event within five Business Days of the final determination thereof) instruct the Agent to pay to Purchaser out of the Escrow Amount an amount equal to such shortfall by wire transfer of immediately available funds to an account or accounts designated by Purchaser to the Representativewithin three (3) Business Days of final determination. If the amount of such shortfall Purchase Price as finally determined pursuant to this Section 2.4 is less than $1,000,000the estimated Purchase Price, then Seller shall pay to Buyer such shortfall (plus simple interest on such amount at a rate of 7.5% per annum from the Purchaser and Closing Date through the Representative date of payment) by wire transfer of immediately available funds within three (on behalf of the Securityholders3) shall promptly (but in any event within five Business Days of the final determination of such shortfall) pursuant to Section 6(a) of the Escrow and Exchange Agreement, instruct the Agent to release that portion of the Escrow Amount equal to $1,000,000 minus the amount of such shortfall, which net amount shall be distributed to the Securityholders in accordance with Section 1.05. If the amount of such shortfall is more than $1,000,000, then the Securityholders shall promptly (but in any event within five Business Days of the final determination of such shortfall) deposit with the Agent the amount by which the shortfall exceeds $1,000,000, so that the Escrow Amount is equal to $5,000,000determination.

Final Net Working Capital Calculation. (i) No later than 60 As promptly as possible, but in any event within 90 days after the Closing Date, the Representative Buyer will deliver to Purchaser Seller a consolidated statement of Net Working Capital of Seller as of the Closing Date and a reasonably detailed statement (the “Closing Statement”) setting forth its Buyer’s calculation of the Net Working Capital and the Transaction Tax Benefit (the “Closing Statement”)Amount. After delivery of the Closing Statement, Purchaser Seller and its accountants shall be permitted reasonable access during normal business hours to review records included in the Representative’s Assets and work papers reasonably related to the preparation of the Closing Statement. Purchaser Seller and its accountants may make inquires inquiries of the Representative Buyer and its accountants and employees regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof, and Buyer shall use its commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If Purchaser Seller has any objections to the Closing Statement, then Purchaser Seller shall deliver to the Representative Buyer a written statement setting forth its objections thereto (an “Objections Statement”) setting ). Such Objections Statement shall set forth in reasonable detail the basis of such objections together with the amounts in dispute and any disputes or objections (determination not specifically objected to in the “Objection Disputes”) to Objections Statement shall be final, binding and non-appealable on the Closing Statement and Purchaser’s proposed resolution parties hereto upon delivery of each such Objection Disputethe Objections Statement. If a proper an Objections Statement is not delivered to the Representative Buyer within 60 30 days after delivery of the Closing Statement, then the Closing Statement as originally delivered by the Representative shall be final, binding and non-appealable by the Partiesparties hereto. If a proper Objections Statement is timely delivered, then the Representative Seller and Purchaser Buyer shall negotiate in good faith to resolve any Objection Disputesobjections set forth in the Objections Statement (and all such discussions related thereto shall, unless otherwise agreed by Buyer and Seller, be governed by Rule 408 of the Federal Rules of Evidence (and any applicable similar state rule)), but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Representative Seller and Purchaser Buyer shall submit each unresolved Objection Dispute such dispute to Xxxxx Xxxxxxxx PricewaterhouseCoopers LLP (the “Independent Auditor”) ). Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such Objection Disputesdisagreements as soon as practicable. The resolution of the dispute by the Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes andfinal, in any event, to make its determination in respect of such Objection Disputes within 30 days following its retentionbinding and non-appealable on the parties hereto. The Independent Auditor’s determination of such Objection Disputes Closing Statement shall be final and binding upon the Parties; provided, however, that no modified if necessary to reflect such determination shall be any more favorable to the Representative than is set forth in the Net Working Capital and the Transaction Tax Benefit calculation reflected in the Closing Statement or any more favorable to Purchaser than is proposed in the Objection Statementdetermination. The costs, fees and expenses and fees of the Independent Auditor shall be borne allocated to be paid by the SecurityholdersBuyer, on the one hand, and Purchaserand/or Seller, on the other hand, based on upon the percentage which the portion of the contested amount not awarded to such Party each party bears to the amount actually contested by such Partyparty, as determined by the Independent Auditor. (ii) If the sum of the Net Working Capital and the Transaction Tax Benefit Amount as finally determined pursuant to clause (iSection 1.5(c)(i) above is greater than exceeds the sum of the Estimated Preliminary Net Working Capital and the Estimated Transaction Tax BenefitAmount, then Purchaser Buyer shall promptly (but in any event within five Business Days of the final determination thereof) (A) pay to Seller the Agent (on behalf amount of the Securityholders) such excess by wire transfer of immediately available funds, which amount shall be distributed to the Securityholders in accordance with this Section 1.05, and (B) pursuant to Section 6(a) of the Escrow and Exchange Agreement, instruct the Agent to release $1,000,000 of the Escrow Amount to the Securityholders, which amount shall be distributed to the Securityholders in accordance with Section 1.05. (iii) 1.5(c)(ii). If the sum of the Net Working Capital and the Transaction Tax Benefit Amount as finally determined pursuant to clause (iSection 1.5(c)(i) above is less than the sum of the Estimated Preliminary Net Working Capital and Amount, Seller shall pay such shortfall to Buyer in accordance with this Section 1.5(c)(ii) (and/or shall direct the Estimated Transaction Tax Benefit, then escrow agent under the Representative shall (on behalf Escrow Agreement to pay such amount up to the amount of the Securityholders) promptly (but escrow funds to Buyer in any event within five Business Days of accordance with the final determination thereof) instruct the Agent to pay to Purchaser out terms of the Escrow Agreement). All payments due and owing under this Section 1.5 will be made together with interest at the prime rate as reported by the Wall Street Journal on the Closing Date, which interest will begin accruing on the Closing Date and end on the date the payment is made. All amounts owed pursuant to this Section 1.5(c)(ii) by Buyer to Seller, on the one hand, or Seller to Buyer, on the other hand, is referred to as the “Final Adjustment Amount.” The Final Adjustment Amount shall be calculated as an amount equal adjustment to the Cash Purchase Price. At such shortfall time that Buyer and Seller have agreed regarding the Closing Statement and the Final Adjustment Amount in accordance with Section 1.5(c)(i), Buyer and Seller shall execute and deliver a signature page to the Closing Statement to evidence their agreement to the terms thereof. Payment of the Final Adjustment Amount shall be paid by wire transfer delivery of immediately available funds to an account or accounts designated by Purchaser the recipient party(ies) within five business days after the date of final determination (subject to the Representative. If the amount of such shortfall is less than $1,000,000, then the Purchaser and the Representative (on behalf of the Securityholders) shall promptly (but in any event within five Business Days of the final determination of such shortfall) pursuant to Section 6(a) terms of the Escrow and Exchange Agreement, instruct the Agent to release that portion of the Escrow Amount equal to $1,000,000 minus the amount of such shortfall, which net amount shall be distributed to the Securityholders in accordance with Section 1.05. If the amount of such shortfall is more than $1,000,000, then the Securityholders shall promptly (but in any event within five Business Days of the final determination of such shortfall) deposit with the Agent the amount by which the shortfall exceeds $1,000,000, so that the Escrow Amount is equal to $5,000,000).

Final Net Working Capital Calculation. (ia) No later than 60 As promptly as possible, but in any event within 40 days after the Closing Date, the Representative Buyer will deliver to Purchaser a statement setting forth the Seller its calculation calculations of the Net Working Capital and the Transaction Tax Benefit (the “"Preliminary Closing Statement”"). After delivery of the Preliminary Closing Statement, Purchaser the Seller and its accountants shall be permitted reasonable access to review the Representative’s Companies' and Company Subsidiaries' books and records and work papers related to the preparation of the Preliminary Closing Statement. Purchaser The Seller and its accountants may make inquires inquiries of Buyer, the Representative Companies, the Company Subsidiaries and their respective accountants regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of their review thereof, and Buyer shall use its, and shall cause the Companies and Company Subsidiaries to use their, reasonable best efforts to cause any such accountants to cooperate with and respond to such inquiries. If Purchaser the Seller has any objections to the Preliminary Closing Statement, then Purchaser the Seller shall deliver to the Representative Buyer a statement setting forth its objections thereto (an “"Objections Statement”) setting forth in detail any disputes or objections (the “Objection Disputes”) to the Closing Statement and Purchaser’s proposed resolution of each such Objection Dispute"). If a proper an Objections Statement is not delivered to the Representative Buyer within 60 15 days after delivery of the Preliminary Closing Statement, then the Preliminary Closing Statement as originally delivered by the Representative shall be final, binding and non-appealable by the Partiesparties hereto. If a proper Objections Statement is timely delivered, then the Representative The Seller and Purchaser Buyer shall negotiate in good faith to resolve any Objection Disputessuch objections, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Representative Seller and Purchaser Buyer shall submit each unresolved Objection Dispute such dispute to Xxxxx Xxxxxxxx LLP KPMG LLP, or if such firm is unwilling or unable to serve, the Seller and Buyer shall engage some other mutually agreeable "Big 4" accounting firm (the “"Independent Auditor”) "). The Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve such Objection Disputesall disagreements as soon as practicable. The resolution of the dispute by the Independent Auditor shall be instructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes andfinal, in any event, to make its determination in respect of such Objection Disputes within 30 days following its retentionbinding and non-appealable on the parties hereto. The Independent Auditor’s determination of such Objection Disputes shall be final costs and binding upon the Parties; provided, however, that no such determination shall be any more favorable to the Representative than is set forth in the Net Working Capital and the Transaction Tax Benefit calculation reflected in the Closing Statement or any more favorable to Purchaser than is proposed in the Objection Statement. The costs, expenses and fees of the Independent Auditor shall be borne paid equally by Buyer and the Seller. The Preliminary Closing Statement as finally modified by the Securityholdersparties' mutual agreement, on the one hand, and Purchaser, on Seller's failure to file an Objections Statement and/or the other hand, based on the percentage which the portion decisions of the contested amount not awarded Independent Auditor shall be referred to such Party bears to herein as the amount actually contested by such Party"Closing Statement". (iib) If the sum of the Net Working Capital and the Transaction Tax Benefit as finally determined pursuant to clause (ia) above is greater than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax BenefitCapital, then Purchaser Buyer shall promptly (but in any event within five Business Days of the final determination thereof) (A) pay to the Agent (on behalf of the Securityholders) Seller such excess by wire transfer of immediately available funds, which amount shall be distributed to the Securityholders in accordance with Section 1.05, and (B) pursuant to Section 6(a) of the Escrow and Exchange Agreement, instruct the Agent to release $1,000,000 of the Escrow Amount to the Securityholders, which amount shall be distributed to the Securityholders in accordance with Section 1.051. (iii) If the sum of the Net Working Capital and the Transaction Tax Benefit as finally determined pursuant to clause (i) above is less than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax Benefit, then the Representative shall (on behalf of the Securityholders) promptly (but in any event within five Business Days of the final determination thereof) instruct the Agent to pay to Purchaser out of the Escrow Amount an amount equal to such shortfall by wire transfer of immediately available funds to an account or accounts designated by Purchaser to the Representative. If the amount of such shortfall is less than $1,000,000, then the Purchaser and the Representative (on behalf of the Securityholders) shall promptly (but in any event within five Business Days of the final determination of such shortfall) pursuant to Section 6(a) of the Escrow and Exchange Agreement, instruct the Agent to release that portion of the Escrow Amount equal to $1,000,000 minus the amount of such shortfall, which net amount shall be distributed to the Securityholders in accordance with Section 1.05. If the amount of such shortfall is more than $1,000,000, then the Securityholders shall promptly (but in any event within five Business Days of the final determination of such shortfall) deposit with the Agent the amount by which the shortfall exceeds $1,000,000, so that the Escrow Amount is equal to $5,000,000.

Final Net Working Capital Calculation. (i) No later than 60 Within 150 days after the Closing Date, Purchaser will prepare and deliver to the Vendors’ Representative and each of the Vendors a statement showing the calculation of the Net Working Capital as of the Closing (the “Preliminary Net Working Capital Statement”). After delivery of the Preliminary Net Working Capital Statement, Purchaser will permit the Vendors’ Representative and his representatives to have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Preliminary Net Working Capital Statement, and will provide the Vendors’ Representative with copies thereof as reasonably requested by the Vendors’ Representative. The Vendors’ Representative and his representatives may make inquiries of Purchaser and the Corporations and their respective employees, accountants and representatives regarding the Preliminary Net Working Capital Statement arising in the course of the Vendors’ Representative and his representatives’ review thereof, and Purchaser will use its, and will cause the Corporations to use their, commercially reasonable efforts to cause any such employees, accountants and representatives to cooperate with and respond to such inquiries. If the Vendors’ Representative has any objections to the Preliminary Net Working Capital Statement, then the Vendors’ Representative will deliver to Purchaser a statement setting forth its calculation of the Net Working Capital and the Transaction Tax Benefit (the “Closing Statement”). After delivery of the Closing Statement, Purchaser and its accountants shall be permitted reasonable access to review the Vendors’ Representative’s work papers related to the preparation of the Closing Statement. Purchaser and its accountants may make inquires of the Representative regarding questions concerning or disagreements with the Closing Statement arising in the course of their review thereof. If Purchaser has any objections to the Closing Statement, then Purchaser shall deliver to the Representative a statement thereto (an “Objections Statement”) setting forth ). The Objections Statement must describe in reasonable detail the items contained in the Preliminary Net Working Capital Statement that the Vendors’ Representative dispute and the basis for any disputes or objections (such disputes. Any items not disputed in the “Objection Disputes”) Objections Statement will be deemed to have been accepted by the Closing Statement and Purchaser’s proposed resolution of each such Objection DisputeVendors’ Representative. If a proper an Objections Statement is not delivered to the Representative Purchaser within 60 45 days after delivery of the Closing Preliminary Net Working Capital Statement, then the Closing Preliminary Net Working Capital Statement as originally delivered by the Representative shall will be final, conclusive, and binding and non-appealable by on the Parties. If a proper an Objections Statement is timely delivereddelivered to Purchaser within 45 days after delivery of the Preliminary Net Working Capital Statement, then Purchaser and the Vendors’ Representative and Purchaser shall will negotiate in good faith to resolve any Objection Disputessuch objections, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, then Purchaser and the Vendors’ Representative and Purchaser shall will submit each unresolved Objection Dispute such dispute to Xxxxx Xxxxxxxx LLP an independent accounting firm chosen in accordance with this Section 2.04(a) (the “Independent AuditorAccountant”) to resolve such Objection Disputes). The Independent Auditor shall Accountant will be instructed MNP LLP or, if such firm is unable or unwilling to set forth act, such other independent certified public accounting firm as will be agreed upon by Purchaser and the Vendors’ Representative. If Purchaser and the Vendors’ Representative are unable to agree upon the selection of the Independent Accountant, then they will request the Canadian Arbitration Association to furnish a procedure list of not less than five accounting firms to provide for prompt act as the Independent Accountant. Selection of the Independent Accountant will be made by Purchaser and the Vendors’ Representative alternately striking any name from such list until only one name remains. Purchaser and the Vendors’ Representative will use their respective commercially reasonable efforts to cause the Independent Accountant to resolve all disagreements as soon as practicable. The resolution of the dispute by the Independent Accountant, or any unresolved Objection Disputes andwritten agreement of Purchaser and the Vendors’ Representative as to the resolution of the dispute, in any eventwill be final, to make its determination in respect of such Objection Disputes within 30 days following its retentionconclusive, and binding on the Parties, absent manifest error. The Independent Auditor’s determination of such Objection Disputes shall be final Vendors’ Representative and binding upon the Parties; providedPurchaser will each bear their own fees and expenses in preparing or reviewing, howeveras the case may be, that no such determination shall be any more favorable to the Representative than is set forth in the Preliminary Net Working Capital Statement and the Transaction Tax Benefit calculation reflected in Objections Statement, as the Closing Statement or any more favorable to Purchaser than is proposed in case may be. In the Objection Statement. The costs, expenses case of a dispute and fees the retention of the Independent Auditor Accountant to determine such dispute, the costs and expenses of the Independent Accountant shall be borne by the Securityholdersparty whose position was not correct, on provided that in those cases of compromise where neither party’s position is clearly correct, as compared to the one hand, and Purchaser, on the other hand, based on the percentage which the portion final resolution or determination of the contested amount not awarded to firm of chartered accountants, the costs and expenses of such Party bears firm of chartered accounts shall be borne by the party whose position deviated further from the final resolution or determination, as determined by such firm of chartered accountants. However, the Vendors’ Representative and the Purchaser will each bear their own costs in presenting their respective cases to the amount actually contested by such Party. (ii) Independent Accountant. If the sum of Vendors’ Representative sends an Objections Statement as aforesaid, the Purchaser will revise the Preliminary Net Working Capital and the Transaction Tax Benefit as finally determined pursuant Statement to clause (i) above is greater than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax Benefit, then Purchaser shall promptly (but in any event within five Business Days of reflect the final determination thereof) (A) pay to the Agent (on behalf of the Securityholders) such excess by wire transfer of immediately available funds, which amount shall be distributed to the Securityholders in accordance with Section 1.05, and (B) pursuant to Section 6(a) of the Escrow and Exchange Agreement, instruct the Agent to release $1,000,000 of the Escrow Amount to the Securityholders, which amount shall be distributed to the Securityholders in accordance with Section 1.05. (iii) If the sum of the Net Working Capital and the Transaction Tax Benefit as finally determined pursuant to clause (i) above is less than the sum of the Estimated Net Working Capital and the Estimated Transaction Tax Benefit, then the Representative shall (on behalf of the Securityholders) promptly (but in any event within five Business Days of the final determination thereof) instruct the Agent to pay to Purchaser out of the Escrow Amount an amount equal to such shortfall by wire transfer of immediately available funds to an account resolution or accounts designated by Purchaser to the Representative. If the amount of such shortfall is less than $1,000,000, then the Purchaser and the Representative (on behalf of the Securityholders) shall promptly (but in any event within five Business Days of the final determination of such shortfall) pursuant objections following such final resolution or determination. Such revised Preliminary Net Working Capital Statement will be final, conclusive and binding upon the Vendors and the Purchaser, and will not be subject to Section 6(a) of the Escrow and Exchange Agreementappeal, instruct the Agent to release that portion of the Escrow Amount equal to $1,000,000 minus the amount of such shortfall, which net amount shall be distributed to the Securityholders in accordance with Section 1.05. If the amount of such shortfall is more than $1,000,000, then the Securityholders shall promptly (but in any event within five Business Days of the final determination of such shortfall) deposit with the Agent the amount by which the shortfall exceeds $1,000,000, so that the Escrow Amount is equal to $5,000,000absent manifest error.