Common use of Initial Working Capital Clause in Contracts

Initial Working Capital. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate executed on behalf of ROC by the President of ROC, dated the date of delivery, stating that there has been conducted under the supervision of such officer a review of the information and data then available and setting forth an estimated balance sheet of the Company as of the Closing Date prepared in good faith substantially in the form of the Latest Audited Company Balance Sheet (the "Pre-Closing Balance Sheet") and a statement of Working Capital of the Company as of the Closing Date based on the Pre-Closing Balance Sheet (the "Pre-Closing Closing Statement"), which shall quantify in reasonable detail the items constituting such Working Capital. The Pre-Closing Balance Sheet shall be prepared in accordance with the Agreed Accounting Principles. The Pre-Closing Closing Statement will contain (i) a good faith estimate of the aggregate amount of Working Capital of the Company as of the Closing Date (the "Initial Working Capital"), which shall reflect adjustments (the "Adjustments") substantially similar in form to those set forth in the Working Capital calculation attached as Exhibit B, and (ii) a statement of the amount by which (x) the Initial Working Capital exceeds the Working Capital Target Amount (such amount, the "Estimated Working Capital Excess") or (y) the Working Capital Target Amount exceeds the Initial Working Capital (such amount, the "Estimated Working Capital Deficiency"). Each of Buyer and Seller shall bear its own expenses in the preparation and review of the Pre-Closing Balance Sheet and the Pre-Closing Closing Statement. Exhibit B sets forth a sample calculation of Working Capital, which is illustrative of the calculations used to arrive at the Working Capital Target Amount.

Initial Working Capital. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate executed on behalf of ROC Seller by the President a duly authorized representative of ROCSeller, dated the date of delivery, stating that there has been conducted under the supervision of such officer representative a review of the information and data then available and setting forth an estimated balance sheet of the Company as of the Closing Date prepared in good faith substantially in the form of the Latest Audited Company Balance Sheet (the "“Pre-Closing Balance Sheet"”) and a statement of Working Capital of the Company as of the Closing Date based on the Pre-Closing Balance Sheet (the "“Pre-Closing Closing Statement"”), which shall quantify in reasonable detail the items constituting such Working Capital. The Pre-Closing Balance Sheet shall be prepared in accordance with the Agreed Accounting Principles. The Pre-Closing Closing Statement will contain (i) a good faith estimate of the aggregate amount of Working Capital of the Company as of the Closing Date (the "“Initial Working Capital"”), which shall reflect adjustments (the "“Adjustments"”) substantially similar in form to those set forth in the Working Capital calculation attached as Exhibit B, and (ii) a statement of the amount by which (x) the Initial Working Capital exceeds the Working Capital Target Amount (such amount, the "“Estimated Working Capital Excess"”) or (y) the Working Capital Target Amount exceeds the Initial Working Capital (such amount, the "“Estimated Working Capital Deficiency"”). Each of Buyer and Seller shall bear its own expenses in the preparation and review of the Pre-Closing Balance Sheet and the Pre-Closing Closing Statement. Exhibit B sets forth a sample calculation of Working Capital, which is illustrative of the calculations used to arrive at the Working Capital Target Amount.

Initial Working Capital. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate executed on behalf of ROC by the President of ROC, dated the date of delivery, stating that there has been conducted under the supervision of such officer a review of the information and data then available and setting forth an estimated balance sheet of the Company as of the Closing Date prepared in good faith substantially in the form of the Latest Audited Company Balance Sheet (the "“Pre-Closing Balance Sheet"”) and a statement of Working Capital of the Company as of the Closing Date based on the Pre-Closing Balance Sheet (the "“Pre-Closing Closing Statement"”), which shall quantify in reasonable detail the items constituting such Working Capital. The Pre-Closing Balance Sheet shall be prepared in accordance with the Agreed Accounting Principles. The Pre-Closing Closing Statement will contain (i) a good faith estimate of the aggregate amount of Working Capital of the Company as of the Closing Date (the "“Initial Working Capital"”), which shall reflect adjustments (the "“Adjustments"”) substantially similar in form to those set forth in the Working Capital calculation attached as Exhibit B, and (ii) a statement of the amount by which (x) the Initial Working Capital exceeds the Working Capital Target Amount (such amount, the "“Estimated Working Capital Excess"”) or (y) the Working Capital Target Amount exceeds the Initial Working Capital (such amount, the "“Estimated Working Capital Deficiency"”). Each of Buyer and Seller shall bear its own expenses in the preparation and review of the Pre-Closing Balance Sheet and the Pre-Closing Closing Statement. Exhibit B sets forth a sample calculation of Working Capital, which is illustrative of the calculations used to arrive at the Working Capital Target Amount.

Initial Working Capital. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate executed on behalf of ROC Seller by the President of ROCSeller, dated the date of delivery, stating that there has been conducted under the supervision of such officer a review of the information and data then available and setting forth an estimated balance sheet of the Company as of the Closing Date prepared in good faith substantially in the form of the Latest Audited Company Balance Sheet (the "“Pre-Closing Balance Sheet"”) and a statement of Working Capital of the Company as of the Closing Date based on the Pre-Closing Balance Sheet (the "“Pre-Closing Closing Statement"”), which shall quantify in reasonable detail the items constituting such Working Capital. The Pre-Closing Balance Sheet shall be prepared in accordance with the Agreed Accounting PrinciplesPrinciples and shall be in substantially the form of Section 2.4 of the Seller Disclosure Letter. The Pre-Closing Closing Statement will contain (i) a good faith estimate of the aggregate amount of Working Capital of the Company as of the Closing Date (the "“Initial Working Capital"”), which shall reflect adjustments (the "“Adjustments"”) substantially similar in form to those set forth in the Working Capital calculation attached as Exhibit B, Section 2.4 of the Seller Disclosure Letter and (ii) a statement of the amount by which (x) the Initial Working Capital exceeds the Working Capital Target Amount (such amount, the "“Estimated Working Capital Excess"”) or (y) the Working Capital Target Amount exceeds the Initial Working Capital (such amount, the "“Estimated Working Capital Deficiency"”). Each of Buyer and Seller shall bear its own expenses in the preparation and review of the Pre-Closing Balance Sheet and the Pre-Closing Closing Statement. Exhibit B Section 2.4 of the Seller Disclosure Letter sets forth a sample calculation of Working Capital, which is illustrative of the calculations used to arrive at the Working Capital Target Amount.

Initial Working Capital. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate executed on behalf of ROC Seller by the President of ROCits Chief Financial Officer, dated the date of delivery, stating that there has been conducted under attached to such certificate is the supervision of such officer a review of the information and data then available and setting forth an estimated most recently prepared month-end balance sheet of the Company as of the Closing Date prepared in good faith substantially in the form of the Latest Audited Company Balance Sheet (the "“Pre-Closing Balance Sheet"”) and a statement of Working Capital of the Company as of the Closing Date date of, and based on on, the Pre-Closing Balance Sheet (the "“Pre-Closing Closing Statement"”), which shall quantify in reasonable detail the items constituting such Working Capital. The Pre-Closing Balance Sheet shall be prepared in accordance with the Agreed Accounting PrinciplesPrinciples and shall be in substantially the form of Section 2.4 of the Seller Disclosure Letter. The Pre-Closing Closing Statement will contain contain: (i) a good faith estimate of the aggregate amount of Working Capital of the Company as of the date of the Pre-Closing Date Balance Sheet (the "“Initial Working Capital"”), which shall reflect adjustments (the "Adjustments") be calculated in a manner substantially similar in form to those that set forth in the Working Capital calculation attached as Exhibit BSection 2.4 of the Seller Disclosure Letter, and (ii) a statement of the amount by which either (x) the Initial Working Capital exceeds the Working Capital Target Amount (such amount, the "“Estimated Working Capital Excess"”) or (y) the Working Capital Target Amount exceeds the Initial Working Capital (such amount, the "“Estimated Working Capital Deficiency"”). Each of Buyer and Seller shall bear its own expenses in the preparation and review of the Pre-Closing Balance Sheet and the Pre-Closing Closing Statement. Exhibit B Section 2.4 of the Seller Disclosure Letter sets forth a sample calculation of Working Capital, which is illustrative of the calculations used to arrive at the Working Capital Target Amount.