Common use of Final Net Working Capital Clause in Contracts

Final Net Working Capital. (i) No later than ten (10) days after the Closing Date, the Sellers will deliver to the Buyers the consolidated balance sheet of the AUC Entities (other than MEIO) as of the Closing Date (the “Seller Closing Balance Sheet”). The Seller Closing Balance Sheet shall be prepared in accordance with the same accounting methodologies, principles and procedures used in, and on a basis consistent with, those applied by the AUC Entities (other than MEIO) in preparing the Interim Financial Statements and the Model Statement (including calculating reserves in accordance with the same methodology used to calculate such reserves in preparation of the Interim Financial Statements and the Model Statement) and in accordance with GAAP, as modified in accordance with the accounting conventions and procedures set forth on Schedule 1.3(a). No later than fifty (50) days after receipt of the Seller Closing Balance Sheet, the Buyers will deliver to the Sellers the Buyers’ calculation of the Net Working Capital as of the Closing Date (the “Closing Statement”). After delivery of the Closing Statement, the Sellers and their accountants shall be permitted to review and copy the work papers of the Buyers and their accountants related to the preparation of the Closing Statement and make other reasonable inquiries of the Buyers and their accountants regarding questions concerning or disagreements with the Closing Statement arising in the course of its review thereof. If the Sellers have any objections to the Closing Statement, then the Sellers shall deliver to the Buyers a statement (an “Objection Statement”) setting forth their disputes or objections (the “Objection Disputes”) to the Closing Statement and, to the extent practical, the Sellers’ proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to the Buyers within thirty (30) days after delivery of the Closing Statement, then the Closing Statement as originally delivered by the Buyers shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then the Buyers and the Sellers shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Seller and the Buyers shall submit each unresolved Objection Dispute to KPMG 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 thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final, binding and non-appealable upon the Parties; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable to the Buyers than is set forth in the Closing Statement or any more favorable to the Sellers than is proposed in the Objection Statement. All fees and costs of the Independent Auditor, if any, shall be paid equally by (x) the Sellers, jointly and severally, if the Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Closing Statement, or (y) by the Buyer, if the Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Objection Statement. The process set forth in this Section 1.3(b)(i) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties. (ii) If the Net Working Capital as of the Closing Date, as finally determined pursuant to clause (i) above, is greater than the Estimated Net Working Capital, then the Buyers shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Sellers, collectively, such excess by wire transfer of immediately available funds to an account or accounts designated by the Sellers. If the Net Working Capital, as finally determined pursuant to clause (i) above, is less than the Estimated Net Working Capital, then the Buyers shall be entitled to receive the amount of such deficiency, first from the Working Capital Escrow Funds, and second from the General Escrow Funds, all in accordance with the terms of the Escrow Agreement.

Final Net Working Capital. (i) No later than ten sixty (1060) days after the Closing Date, the Sellers Buyer will deliver to the Buyers the consolidated balance sheet of the AUC Entities (other than MEIO) as of the Closing Date (the “Seller Closing Balance Sheet”). The Seller Closing Balance Sheet shall be prepared in accordance with the same accounting methodologies, principles and procedures used in, and on a basis consistent with, those applied by the AUC Entities (other than MEIO) in preparing the Interim Financial Statements and the Model Statement (including calculating reserves in accordance with the same methodology used to calculate such reserves in preparation of the Interim Financial Statements and the Model Statement) and in accordance with GAAP, as modified in accordance with the accounting conventions and procedures set statement setting forth on Schedule 1.3(a). No later than fifty (50) days after receipt of the Seller Closing Balance Sheet, the Buyers will deliver to the Sellers the Buyers’ its calculation of the Net Working Capital as of the Closing Date (the “Buyer’s Closing Statement”). After delivery of the Buyer’s Closing Statement, the Sellers Seller and their its accountants shall be permitted to review and copy the work papers of the Buyers Buyer and their its accountants related to the preparation of the Buyer’s Closing Statement and make other reasonable inquiries of the Buyers Buyer and their its accountants regarding questions concerning or disagreements with the Closing Statement arising in the course of its review thereof. If the Sellers have Seller has any objections to the Closing Statement, then the Sellers Seller shall deliver to the Buyers Buyer a statement (an “Objection Statement”) setting forth their its disputes or objections (the “Objection Disputes”) to the Closing Statement and, to and Seller’s proposed calculation of the extent practical, the Sellers’ proposed resolution of each such Objection DisputeNet Working Capital (“Seller’s Closing Statement”). If an a proper Objection Statement is not delivered to the Buyers Buyer within thirty (30) days after delivery of the Buyer’s Closing Statement, then the Buyer’s Closing Statement as originally delivered by the Buyers Buyer shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then the Buyers Buyer and the Sellers Seller shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Seller and the Buyers Buyer shall submit each unresolved Objection Dispute to KPMG the Chicago office of Ernst & Young LLP (provided that it not be submitted to a person who has been engaged by Compass Group or H.I.G. Capital or any of their portfolio companies) (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 thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final, final and binding and non-appealable upon the Parties; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable to the Buyers Buyer than is set forth in the Net Working Capital calculation reflected in the Closing Statement or any more favorable to the Sellers Seller than is proposed in the Objection Statement. All fees and costs of the Independent Auditor, if any, shall be paid equally by (x) the Sellers, jointly and severallySeller, if the Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Closing Statement, or (y) by the Buyer, if the Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Objection Statement. The process set forth in this Section 1.3(b)(i) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing StatementStatement or included in the calculation of the Net Working Capital, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties; provided that the preceding limitation is only intended to prevent double recovery by Buyer and shall not prohibit Buyer from making a claim for a breach of any representation or warranty to the extent the Losses sought to be recovered by Buyer are in addition to any deficiency in Net Working Capital. (ii) If the Net Working Capital as of the Closing DateCapital, as finally determined pursuant to clause (i) above, is greater than the Estimated Net Working Capital, then the Buyers Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Sellers, collectively, Seller such excess by wire transfer of immediately available funds to an account or accounts designated by the SellersSeller. If the Net Working Capital, as finally determined pursuant to clause (i) above, is less than the Estimated Net Working Capital, then the Buyers Seller shall be entitled to receive the amount of such deficiency, first from the Working Capital Escrow Funds, and second from the General Escrow Funds, all promptly (but in accordance with the terms any event within five (5) Business Days of the Escrow Agreementfinal determination thereof) pay to the Buyer such deficiency by wire transfer of immediately available funds to an account or accounts designated by the Buyer.

Final Net Working Capital. (i) No later than ten Within seventy-five (1075) calendar days after the Closing Date, the Sellers will Buyer shall prepare and deliver to the Buyers the consolidated balance sheet of the AUC Entities (other than MEIO) as of the Closing Date Representative a reasonably detailed statement (the “Seller Closing Balance SheetStatement”) setting forth, along with the related calculations, Buyer’s good faith determination of the actual amount of Closing Net Working Capital, together with copies of such documentation used in the calculations thereof as may be reasonably requested by the Representative to allow the Representative and its advisors to review such calculations and the related adjustments to the Purchase Price contemplated by Section 1.3(c). The Seller Closing Balance Sheet Statement and the determinations and calculations contained therein shall be prepared in accordance with the same accounting methodologiesthis Agreement, principles and procedures used in, and on a basis consistent with, those applied including Section 1.3(d). (ii) Within twenty (20) calendar days following receipt by the AUC Entities (other than MEIO) in preparing the Interim Financial Statements and the Model Statement (including calculating reserves in accordance with the same methodology used to calculate such reserves in preparation of the Interim Financial Statements and the Model Statement) and in accordance with GAAP, as modified in accordance with the accounting conventions and procedures set forth on Schedule 1.3(a). No later than fifty (50) days after receipt of the Seller Closing Balance Sheet, the Buyers will deliver to the Sellers the Buyers’ calculation of the Net Working Capital as of the Closing Date (the “Closing Statement”). After delivery Representative of the Closing Statement, the Sellers and their accountants Representative shall be permitted deliver written notice (an “Objection Notice”) to review and copy Buyer of all disputes, if any, the work papers of the Buyers and their accountants related Representative may have with respect to the preparation of the Closing Statement and make other reasonable inquiries of the Buyers and their accountants regarding questions concerning or disagreements with the Closing Statement arising in the course of its review thereof. If the Sellers have any objections to the Closing Statement, then the Sellers which Objection Notice shall deliver to the Buyers a statement (an “Objection Statement”) setting forth their disputes specify those amounts, determinations or objections (the “Objection Disputes”) to the Closing Statement and, to the extent practical, the Sellers’ proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to the Buyers within thirty (30) days after delivery of the Closing Statement, then the Closing Statement as originally delivered by the Buyers shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then the Buyers and the Sellers shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Seller and the Buyers shall submit each unresolved Objection Dispute to KPMG 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 thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final, binding and non-appealable upon the Parties; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable to the Buyers than is calculations set forth in the Closing Statement that the Representative disputes and shall set forth the Representative’s proposed adjustment to each such disputed amount, determination or any more favorable calculation. If the Representative does not timely deliver an Objection Notice with respect to the Sellers than Closing Statement within such twenty (20) calendar day period, the Closing Statement (including each amount, determination and calculation contained therein) will be deemed to be final, conclusive and binding on the parties. If an Objection Notice is proposed in timely delivered within such twenty (20) calendar day period, Buyer and the Objection StatementRepresentative shall use commercially reasonable efforts to resolve each dispute raised therein (each, an “Objection”). All fees and costs of Objections that are so resolved in writing between the Independent Auditor, if any, parties shall be paid equally by (x) the Sellersfinal, jointly conclusive and severally, if the Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Closing Statement, or (y) by the Buyer, if the Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Objection Statement. The process set forth in this Section 1.3(b)(i) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected binding on the Closing Statement, whether or not the underlying facts and circumstances constitute a breach of any representations or warrantiesparties. (iiiii) The parties hereto agree that: (A) If Buyer and the Net Working Capital Representative fail to resolve any Objections within twenty (20) calendar days after the Representative delivers an Objection Notice, then Buyer and the Representative shall jointly, and as promptly as practicable, engage an Accounting Firm (acting as an expert and not an arbitrator) to resolve, in accordance with this Agreement (including Section 1.3(d)), only those Objections that remain in dispute (the “Objection Items”). The terms of engagement of the Closing DateAccounting Firm shall be as mutually agreed upon between Buyer, on the one hand, and the Representative, on the other hand. Buyer and the Representative shall cooperate with the Accounting Firm in all reasonable respects, but no party hereto will have ex parte meetings, teleconferences or other correspondence with the Accounting Firm. (B) Buyer and the Representative shall use commercially reasonable efforts to cause the Accounting Firm to, as finally determined pursuant to clause (i) above, is greater than promptly as practicable following the Estimated Net Working Capital, then engagement of the Buyers shall promptly Accounting Firm (but in any event within five thirty (530) Business Days of calendar days following such engagement), deliver to Buyer and the final Representative a written determination thereof) pay (such determination to include a worksheet setting forth all material calculations used in arriving at such determination, and such determination to be based solely on information provided to the SellersAccounting Firm by Buyer and the Representative and not by independent review or development) of each Objection Item, collectively, such excess by wire transfer of immediately available funds to an account or accounts designated by the Sellers. If the Net Working Capital, as finally determined pursuant to clause which determination (i) aboveshall be within the range of disputes between the Closing Statement and the Objection Notice, is such that the Accounting Firm may not assign a value to any Objection Item greater than the greatest value for such Objection Item claimed by any party hereto nor less than the Estimated Net Working Capital, then the Buyers smallest value for such Objection Item claimed by any party hereto; (ii) shall be entitled to receive the amount of such deficiency, first from the Working Capital Escrow Funds, and second from the General Escrow Funds, all made strictly in accordance with the terms accounting procedures set forth in this Agreement (including Section 1.3(d)) without exception; and (iii) shall be (1) the exclusive remedy of the Escrow Agreementparties with respect to any disputes arising with respect to the calculation of Closing Net Working Capital or any adjustment to the Purchase Price contemplated by Section 1.3(c), and (2) final, conclusive and binding on the parties, and judgment may be entered on such determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to be enforced. (C) The Accounting Firm shall only make determinations with respect to the Objection Items, provided, that the scope of the disputes to be resolved by the Accounting Firm shall in all cases be limited to whether the Closing Statement and the amounts, calculations and determinations therein were accurate and prepared in accordance with this Agreement (including Section 1.3(d)), and the Accounting Firm is not authorized or permitted to make any other determination. (D) Buyer, on the one hand, and the Stockholders, on the other hand, shall each pay their own fees and expenses and the Party that has proposed figures that are the subject matter of the disagreement and which figures differ the most (in the aggregate) from the determination by the Accounting Firm shall bear the costs and charges of the Accounting Firm’s review and report; provided, that no Stockholder shall be required to bear any amount of such fees in excess of such Stockholder’s Pro Rata Basis with respect to such amount.

Final Net Working Capital. (i) No later than ten (10) days after the Closing Date, the Sellers will deliver to the Buyers the consolidated balance sheet of the AUC Entities (other than MEIO) as of the Closing Date (the “Seller Closing Balance Sheet”). The Seller Closing Balance Sheet shall be prepared in accordance with the same accounting methodologies, principles and procedures used in, and on a basis consistent with, those applied by the AUC Entities (other than MEIO) in preparing the Interim Financial Statements and the Model Statement (including calculating reserves in accordance with the same methodology used to calculate such reserves in preparation of the Interim Financial Statements and the Model Statement) and in accordance with GAAP, as modified in accordance with the accounting conventions and procedures set forth on Schedule 1.3(a). No later than fifty (50) days after receipt of the Seller Closing Balance Sheet, the Buyers will deliver to the Sellers the Buyers’ calculation of the Net Working Capital as of the Closing Date (the “Closing Statement”). After delivery of the Closing Statement, the Sellers and their accountants shall be permitted to review and copy the work papers of the Buyers and their accountants related to the preparation of the Closing Statement and make other reasonable inquiries of the Buyers and their accountants regarding questions concerning or disagreements with the Closing Statement arising in the course of its review thereof. If the Sellers have any objections to the Closing Statement, then the Sellers shall deliver to the Buyers a statement (an “Objection Statement”) setting forth their disputes or objections (the “Objection Disputes”) to the Closing Statement and, to the extent practical, the Sellers’ proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to the Buyers within thirty (30) days after delivery of the Closing Statement, then the Closing Statement as originally delivered by the Buyers shall be final, binding and non-appealable by the Parties. If an Objection Statement is timely delivered, then the Buyers and the Sellers shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery of the Objection Statement, the Seller and the Buyers shall submit each unresolved Objection Dispute to KPMG 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 thirty (30) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final, binding and non-appealable upon the Parties; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable to the Buyers than is set forth in the Closing Statement or any more favorable to the Sellers than is proposed in the Objection Statement. All fees and costs of the Independent Auditor, if any, shall be paid equally by (x) the Sellers, jointly and severally, if the Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Closing Statement, or (y) by the Buyer, if the Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Objection Statement. The process set forth in this Section 1.3(b)(i) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties.. 5 (ii) If the Net Working Capital as of the Closing Date, as finally determined pursuant to clause (i) above, is greater than the Estimated Net Working Capital, then the Buyers shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Sellers, collectively, such excess by wire transfer of immediately available funds to an account or accounts designated by the Sellers. If the Net Working Capital, as finally determined pursuant to clause (i) above, is less than the Estimated Net Working Capital, then the Buyers shall be entitled to receive the amount of such deficiency, first from the Working Capital Escrow Funds, and second from the General Escrow Funds, all in accordance with the terms of the Escrow Agreement.

Final Net Working Capital. (i) No later than ten (10) days after As soon as reasonably practicable following the Closing Date, the Sellers will and in any event within ninety (90) days thereafter, Buyer shall prepare and deliver to the Buyers the consolidated balance sheet Sellers a Final Effective Time Balance Sheet and a calculation of the AUC Entities (other than MEIO) as of Final Effective Time Net Working Capital using the Closing Date same methodology set forth on Exhibit E (the “Seller Closing Balance SheetFinal Calculations”). . (ii) The Seller Closing Sellers shall have the right to review and verify the Final Effective Time Balance Sheet and the Final Calculations. Buyer shall be prepared provide Sellers and their Representatives reasonable access to the records and employees of the Company and shall cause the employees of the Company to cooperate in accordance all reasonable respects with the same accounting methodologies, principles Sellers in connection with their review of such work papers and procedures used in, other documents and on a basis consistent with, those applied by information relating to the AUC Entities (other than MEIO) in preparing Final Calculations as the Interim Financial Statements Sellers shall reasonably request and that are available to the Buyer and the Model Statement Company or their independent public accountants. If, within forty-five (including calculating reserves in accordance with the same methodology used to calculate such reserves in preparation of the Interim Financial Statements and the Model Statement) and in accordance with GAAP, as modified in accordance with the accounting conventions and procedures set forth on Schedule 1.3(a). No later than fifty (5045) days after Sellers’ receipt of the Seller Closing Final Calculations, Sellers shall not have given written notice to Buyer of objection thereto, then Sellers shall be deemed to have accepted the Final Calculations, which shall then be final, binding and conclusive for all purposes hereunder. In the event that Sellers give written notice of any objection to the Final Effective Time Balance SheetSheet or the Final Calculations (an “Objection Notice”) within such forty-five (45) day period, then Sellers and Buyer will use all commercially reasonable efforts to resolve the disputed matter(s) within the thirty (30) day period following the delivery of such Objection Notice. (iii) If, at the end of the thirty (30) day resolution period, the Buyers will deliver Parties are unable to the Sellers the Buyers’ calculation of the Net Working Capital as of the Closing Date (the “Closing Statement”). After delivery of the Closing Statement, the Sellers and their accountants shall be permitted to review and copy the work papers of the Buyers and their accountants related resolve any disagreement between them with respect to the preparation of the Closing Statement Final Calculations, then each Party shall deliver simultaneously to BDO Xxxxxxx, LLP (or if such firm is unwilling or unable to serve, another nationally recognized accounting firm mutually agreed on by the Parties; the accounting firm ultimately chosen, the “Accountants”) the Objection Notice and make such work papers and other reasonable inquiries of reports and information relating to the Buyers disputed matter(s) as the Accountants may request and their accountants regarding questions concerning or disagreements shall be afforded the opportunity to discuss the disputed matter(s) with the Closing Statement arising in the course of its review thereofAccountants. If the Sellers The Accountants shall have any objections to the Closing Statement, then the Sellers shall deliver to the Buyers a statement (an “Objection Statement”) setting forth their disputes or objections (the “Objection Disputes”) to the Closing Statement and, to the extent practical, the Sellers’ proposed resolution of each such Objection Dispute. If an Objection Statement is not delivered to the Buyers within thirty (30) days after delivery to carry out a review and prepare a written statement of its determination regarding the disputed matter(s) (including a statement regarding the Accountants’ determination of the Closing Statement, then the Closing Statement as originally delivered by the Buyers prevailing Party in any such disputed matter) which determination shall be final, final and binding and non-appealable by upon the Parties. If an Objection Statement is timely delivered, then the Buyers Any fees and the Sellers shall negotiate in good faith to resolve any Objection Disputes, but if they do not reach a final resolution within thirty (30) days after the delivery expenses of the Objection Statement, Accountants incurred in resolving the Seller and the Buyers shall submit each unresolved Objection Dispute to KPMG LLP (the “Independent Auditor”disputed matter(s) 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 thirty borne as determined by the Accountants. (30iv) days following its retention. The Independent Auditor’s determination of such Objection Disputes shall be final, binding and non-appealable upon the Parties; provided, however, that no such determination with respect to any item reflected in the Objection Statement shall be any more favorable Subject to the Buyers than is set forth in the Closing Statement or any more favorable to the Sellers than is proposed in the Objection Statement. All fees and costs netting provisions of the Independent Auditor, if any, shall be paid equally by (x) the Sellers, jointly and severallySection 2.4(e), if the Final Effective Time Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Closing Statement, or (y) by the Buyer, if the Net Working Capital after taking into account the adjustments made by the Independent Auditor is closer to the Net Working Capital calculation set forth in the Objection Statement. The process set forth in this Section 1.3(b)(i) shall be the exclusive remedy of the Parties for any disputes related to items required to be reflected on the Closing Statement, whether or not the underlying facts and circumstances constitute a breach of any representations or warranties. (ii) If the Net Working Capital as of the Closing Date, as finally determined pursuant to clause (i) above, is greater less than the Estimated Effective Time Net Working Capital, then the Buyers Parties shall direct that such difference be immediately disbursed from the Escrow Account to Buyer. Subject to the netting provisions of Section 2.4(e), if the Final Effective Time Net Working Capital is greater than the Estimated Effective Time Net Working Capital, Buyer shall promptly (but in any event within five (5) Business Days of the final determination thereof) pay to the Sellers, collectively, such excess to Sellers in cash by wire transfer of immediately available funds to an account or the accounts designated by the Sellers. If the Net Working Capital, as finally determined pursuant to clause (i) above, is less than the Estimated Net Working Capital, then the Buyers shall be entitled to receive the amount of such deficiency, first from the Working Capital Escrow Funds, and second from the General Escrow Funds, all in accordance with the terms of the Escrow Agreement.