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.

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. (c)

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.