Common use of Final Net Working Capital Calculation Clause in Contracts

Final Net Working Capital Calculation. (i) As promptly as possible, but in any event within 90 days after the Closing Date, Buyer will deliver to 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 Buyer’s calculation of the Net Working Capital Amount. After delivery of the Closing Statement, Seller and its accountants shall be permitted reasonable access during normal business hours to review records included in the Assets and work papers reasonably related to the preparation of the Closing Statement. Seller and its accountants may make inquiries of 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 Seller has any objections to the Closing Statement, Seller shall deliver to Buyer a written statement setting forth its objections thereto (an “Objections Statement”). Such Objections Statement shall set forth in reasonable detail the basis of such objections together with the amounts in dispute and any determination not specifically objected to in the Objections Statement shall be final, binding and non-appealable on the parties hereto upon delivery of the Objections Statement. If an Objections Statement is not delivered to Buyer within 30 days after delivery of the Closing Statement, the Closing Statement shall be final, binding and non-appealable by the parties hereto. Seller and Buyer shall negotiate in good faith to resolve any objections 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, Seller and Buyer shall submit such dispute to PricewaterhouseCoopers LLP (the “Independent Auditor”). Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor to resolve all such disagreements as soon as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Closing Statement shall be modified if necessary to reflect such determination. The fees and expenses of the Independent Auditor shall be allocated to be paid by Buyer, on the one hand, and/or Seller, on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party, as determined by the Independent Auditor.

Final Net Working Capital Calculation. (i) As promptly as possible, but in any event within 90 No later than 60 days after the Closing Date, Buyer the Representative will deliver to Seller Purchaser a consolidated statement setting forth its calculation of the Net Working Capital of Seller as of and the Closing Date and a reasonably detailed statement Transaction Tax Benefit (the “Closing Statement”) setting forth Buyer’s calculation of the Net Working Capital Amount). After delivery of the Closing Statement, Seller Purchaser and its accountants shall be permitted reasonable access during normal business hours to review records included in the Assets and Representative’s work papers reasonably related to the preparation of the Closing Statement. Seller Purchaser and its accountants may make inquiries inquires of Buyer and its accountants and employees the Representative 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 Seller Purchaser has any objections to the Closing Statement, Seller then Purchaser shall deliver to Buyer the Representative a written statement setting forth its objections thereto (an “Objections Statement”). Such Objections Statement shall set ) setting forth in reasonable detail any disputes or objections (the basis “Objection Disputes”) to the Closing Statement and Purchaser’s proposed resolution of each such objections together with the amounts in dispute and any determination not specifically objected to in the Objections Statement shall be final, binding and non-appealable on the parties hereto upon delivery of the Objections StatementObjection Dispute. If an a proper Objections Statement is not delivered to Buyer the Representative within 30 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 heretoParties. Seller If a proper Objections Statement is timely delivered, then the Representative and Buyer Purchaser shall negotiate in good faith to resolve any objections 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))Objection Disputes, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, Seller the Representative and Buyer Purchaser shall submit such dispute each unresolved Objection Dispute to PricewaterhouseCoopers Xxxxx Xxxxxxxx LLP (the “Independent Auditor”). Seller and Buyer shall use their commercially reasonable efforts to cause the Independent Auditor ) to resolve all such disagreements as soon as practicableObjection Disputes. The resolution of the dispute by the Independent Auditor shall be finalinstructed to set forth a procedure to provide for prompt resolution of any unresolved Objection Disputes and, binding and non-appealable on the parties heretoin 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 shall be modified if necessary or any more favorable to reflect such determinationPurchaser than is proposed in the Objection Statement. The costs, expenses and fees and expenses of the Independent Auditor shall be allocated to be paid borne by Buyerthe Securityholders, on the one hand, and/or Sellerand Purchaser, on the other hand, based upon on the percentage which the portion of the contested amount not awarded to each party such Party bears to the amount actually contested by such party, as determined by the Independent AuditorParty.

Final Net Working Capital Calculation. (i) As promptly as possible, but in any event within 90 Within 150 days after the Closing Date, Buyer Purchaser will prepare and deliver to Seller a consolidated statement of Net Working Capital of Seller as the Vendors’ Representative and each of the Closing Date and Vendors a reasonably detailed statement (showing the “Closing Statement”) setting forth Buyer’s calculation of the Net Working Capital Amountas of the Closing (the “Preliminary Net Working Capital Statement”). After delivery of the Closing Preliminary Net Working Capital Statement, Seller Purchaser will permit the Vendors’ Representative and its accountants shall be permitted his representatives to have reasonable access during normal business hours to review records included in the Assets and work papers reasonably related to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Closing Preliminary Net Working Capital Statement, and will provide the Vendors’ Representative with copies thereof as reasonably requested by the Vendors’ Representative. Seller The Vendors’ Representative and its accountants his representatives may make inquiries of Buyer Purchaser and its the Corporations and their respective employees, accountants and employees representatives regarding questions concerning or disagreements with the Closing Preliminary Net Working Capital Statement arising in the course of their the Vendors’ Representative and his representatives’ review thereof, and Buyer shall Purchaser will use its its, and will cause the Corporations to use their, commercially reasonable efforts to cause any such employees, accountants and employees representatives to cooperate with and respond to such inquiries. If Seller the Vendors’ Representative has any objections to the Closing Preliminary Net Working Capital Statement, Seller shall then the Vendors’ Representative will deliver to Buyer Purchaser a written statement setting forth its the Vendors’ Representative’s objections thereto (an “Objections Statement”). Such The Objections Statement shall set forth must describe in reasonable detail the basis of such objections together with items contained in the amounts in Preliminary Net Working Capital Statement that the Vendors’ Representative dispute and the basis for any determination such disputes. Any items not specifically objected to disputed in the Objections Statement shall will be final, binding and non-appealable on deemed to have been accepted by the parties hereto upon delivery of the Objections StatementVendors’ Representative. If an Objections Statement is not delivered to Buyer Purchaser within 30 45 days after delivery of the Closing Preliminary Net Working Capital Statement, then the Closing Preliminary Net Working Capital Statement shall will be final, conclusive, and binding on the Parties. If an Objections Statement is delivered to Purchaser within 45 days after delivery of the Preliminary Net Working Capital Statement, then Purchaser and non-appealable by the parties hereto. Seller and Buyer shall Vendors’ Representative will negotiate in good faith to resolve any objections 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))objections, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, Seller then Purchaser and Buyer shall the Vendors’ Representative will submit such dispute to PricewaterhouseCoopers LLP an independent accounting firm chosen in accordance with this Section 2.04(a) (the “Independent AuditorAccountant”). Seller The Independent Accountant will be MNP LLP or, if such firm is unable or unwilling to act, such other independent certified public accounting firm as will be agreed upon by Purchaser and Buyer shall 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 list of not less than five accounting firms to 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 Auditor Accountant to resolve all such disagreements as soon as practicable. The resolution of the dispute by the Independent Auditor shall Accountant, or any written agreement of Purchaser and the Vendors’ Representative as to the resolution of the dispute, will be final, conclusive, and binding and non-appealable on the parties heretoParties, absent manifest error. The Closing Vendors’ Representative and the Purchaser will each bear their own fees and expenses in preparing or reviewing, as the case may be, the Preliminary Net Working Capital Statement shall be modified if necessary and the Objections Statement, as the case may be. In the case of a dispute and the retention of the Independent Accountant to reflect determine such determination. The fees dispute, the costs and expenses of the Independent Auditor Accountant shall be allocated borne by the party whose position was not correct, provided that in those cases of compromise where neither party’s position is clearly correct, as compared to be paid by Buyer, on the one hand, and/or Seller, on the other hand, based upon the percentage which the portion final resolution or determination of the contested amount not awarded to each firm of chartered accountants, the costs and expenses of such firm of chartered accounts shall be borne by the party bears to whose position deviated further from the amount actually contested by such partyfinal 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 Independent AuditorAccountant. If the Vendors’ Representative sends an Objections Statement as aforesaid, the Purchaser will revise the Preliminary Net Working Capital Statement to reflect the final resolution or final determination of such 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 appeal, absent manifest error.

Final Net Working Capital Calculation. (ia) As promptly as possible, but in any event within 90 40 days after the Closing Date, Buyer will deliver to the 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 Buyer’s calculation its calculations of the Net Working Capital Amount(the "Preliminary Closing Statement"). After delivery of the Preliminary Closing Statement, the Seller and its accountants shall be permitted reasonable access during normal business hours to review the Companies' and Company Subsidiaries' books and records included in the Assets and work papers reasonably related to the preparation of the Preliminary Closing Statement. The Seller and its accountants may make inquiries of Buyer Buyer, the Companies, the Company Subsidiaries and its their respective accountants and employees regarding questions concerning or disagreements with the Preliminary Closing Statement arising in the course of their review thereof, and Buyer shall use its commercially its, and shall cause the Companies and Company Subsidiaries to use their, reasonable best efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. If the Seller has any objections to the Preliminary Closing Statement, the Seller shall deliver to Buyer a written statement setting forth its objections thereto (an “"Objections Statement”"). Such Objections Statement shall set forth in reasonable detail the basis of such objections together with the amounts in dispute and any determination not specifically objected to in the Objections Statement shall be final, binding and non-appealable on the parties hereto upon delivery of the Objections Statement. If an Objections Statement is not delivered to Buyer within 30 15 days after delivery of the Preliminary Closing Statement, the Preliminary Closing Statement shall be final, binding and non-appealable by the parties hereto. The Seller and Buyer shall negotiate in good faith to resolve any objections 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))objections, but if they do not reach a final resolution within 15 days after the delivery of the Objections Statement, the Seller and Buyer shall submit such dispute to PricewaterhouseCoopers 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 all such disagreements as soon as practicable. The resolution of the dispute by the Independent Auditor shall be final, binding and non-appealable on the parties hereto. The Closing Statement shall be modified if necessary to reflect such determination. The fees costs and expenses of the Independent Auditor shall be allocated paid equally by Buyer and the Seller. The Preliminary Closing Statement as finally modified by the parties' mutual agreement, the Seller's failure to be paid by Buyer, on file an Objections Statement and/or the one hand, and/or Seller, on the other hand, based upon the percentage which the portion decisions of the contested amount not awarded Independent Auditor shall be referred to each party bears to herein as the amount actually contested by such party, as determined by the Independent Auditor"Closing Statement".