Common use of Net Working Capital Adjustment Clause in Contracts

Net Working Capital Adjustment. (a) Promptly following the Closing Date, but in no event later than ninety (90) days after the Closing Date, the Buyer shall deliver or cause to be delivered to the Sellers a balance sheet of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time, prepared in a manner that is consistent with the model balance sheet attached as Exhibit B (the “Model Balance Sheet”), together with a statement (the “Proposed Closing Statement”) setting forth, in reasonable detail, the Buyer’s calculation of the Net Working Capital of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time (the “Proposed Net Working Capital Amount”). To the extent reasonably required to complete their review of the Buyer’s Proposed Closing Statement, the Sellers and their Representatives shall have full and timely access to all supporting work papers and other documentation used in, and the personnel responsible for preparation of, the Buyer’s Proposed Closing Statement. In the event the Sellers dispute the correctness of any portion of the Proposed Closing Statement or the Proposed Net Working Capital Amount, the Sellers shall notify the Buyer in writing of their objections within thirty (30) days after receipt of the Buyer’s Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers’ objections (including the amount in dispute and the basis for such dispute) (the “Statement of Objections”). If the Sellers fail to deliver such Statement of Objections within the time period required by the preceding sentence, the Sellers shall be deemed to have accepted the Buyer’s calculations and such calculations, the Proposed Closing Statement and each of the amounts set forth on the Proposed Closing Statement shall be final, conclusive and binding on the Parties. To the extent the Sellers object within the time period contemplated by this Section 2.6(a), the specific items on the Buyer’s Proposed Closing Statement to which the Sellers object shall be considered to be in dispute, and the Sellers shall be deemed to have accepted the Buyer’s calculation in respect of all other matters and such other matters shall not be considered to be in dispute. The Sellers and the Buyer shall endeavor in good faith to resolve any disputed matters (which shall include at least one face-to-face meeting between Xxxxxx and Xxxxxxx Xxxxx or his successor as chief executive officer of MHGC) within thirty (30) days after the Buyer’s receipt of the Statement of Objections. If the Sellers and the Buyer are unable to resolve the disputed matters within the 30-day period described in the preceding sentence, the Sellers and the Buyer shall engage the Accounting Firm for binding arbitration of the disputed matters only and to make any adjustments to the Proposed Closing Adjustment, as the case may be. In performing its review, the Accounting Firm (i) shall, before reaching its decision, review any written presentations made by the Parties and, if either Party requests, their respective Representatives, and thereafter, have at least one meeting with the Parties and, if either Party requests, their respective Representatives, (ii) shall apply the principles underlying the Model Balance Sheet and determine the accurate application of such principles to only those items or amounts in the Proposed Closing Statement as to which the Sellers have, in the Statement of Objections, disagreed and such other issues as may reasonably be affected by the items to which the Sellers have so disagreed, and no other issue, and (iii) shall resolve all issues of interpretation, including legal and accounting issues. The Parties agree that all adjustments shall be made without regard to materiality. The Accounting Firm shall only decide the specific items under dispute by the parties and its decision for each disputed matter must be within the range of values assigned to each such item in the Proposed Closing Statement and the Statement of Objections (to the extent such amounts are determinable by the Sellers), respectively. The Parties shall promptly comply with all reasonable requests by the Accounting Firm for information, books, records and similar items.

Net Working Capital Adjustment. Within thirty (a30) Promptly days following the Closing Date, but the Company's accountants shall furnish Buyer with a report (the "Net Working Capital Report") which shall set forth in no event later than ninety reasonably detail the Net Working Capital (90as defined below) days after of the Business as of the Closing Date. As used herein, the term "Net Working Capital" shall mean, as of the Closing Date, an amount equal to (i) the current assets of the Company (other than cash and cash equivalents to the extent that such cash and cash equivalents do not relate to liquidation of long term assets after the date hereof except in the ordinary course of business and consistent with past practice) minus (ii) the current liabilities of the Company (but specifically excluding any liabilities of Parent), calculated consistent with and subject to the adjustments set forth in SCHEDULE 1.5(C). The Net Working Capital Report shall indicate the procedures employed by the Company's accountants in preparing the Net Working Capital Report and shall contain such other financial information and methods of calculation as may be reasonably necessary for Buyer to evaluate the accuracy thereof. Buyer shall deliver or cause to be delivered to the Sellers have a balance sheet period of ten (10) days after its receipt of the Acquired Companies on Net Working Capital Report to notify the Company of its election to accept or reject (and in the case of a consolidated and combined basis as of immediately prior to rejection, there shall be included in such notice the Effective Time, prepared in a manner that is consistent with the model balance sheet attached as Exhibit B (the “Model Balance Sheet”), together with a statement (the “Proposed Closing Statement”) setting forth, reasons for such rejection in reasonable detail) of the Net Working Capital Report. In the event no notice is received by the Company during such ten (10) day period, the Net Working Capital Report and any required adjustments resulting therefrom shall be deemed accepted by Buyer’s calculation . If Buyer timely rejects the Net Working Capital Report, the Company's accountants and Buyer's accountants shall promptly (and in any event within thirty (30) days following the date upon which Buyer rejects the Net Working Capital Report) attempt to make a joint determination of the Net Working Capital of the Acquired Companies on a consolidated and combined basis Business as of immediately prior to the Effective Time (Closing Date and such determination and any required adjustments therefrom shall be final and binding on the “Proposed Net Working Capital Amount”). To the extent reasonably required to complete their review of the Buyer’s Proposed Closing Statement, the Sellers and their Representatives shall have full and timely access to all supporting work papers and other documentation used in, and the personnel responsible for preparation of, the Buyer’s Proposed Closing Statementparties hereto. In the event that such accountants are unable to agree upon the Sellers dispute the correctness of any portion of the Proposed Closing Statement or the Proposed Net Working Capital Amount, the Sellers shall notify the Buyer in writing of their objections determination as provided herein within thirty ninety (3090) days after receipt from the Closing Date, such dispute shall be resolved by the Designated Party (as defined in and selected in accordance with SECTION 1.5(B)(II)). The determination of the Buyer’s Proposed Closing Statement Designated Party and any required adjustments resulting therefrom shall set forth, in writing be final and in reasonable detail, the reasons for the Sellers’ objections (including the amount in dispute and the basis for such dispute) (the “Statement of Objections”)binding on all parties hereto. If the Sellers fail to deliver such Statement of Objections within the time period required by the preceding sentence, the Sellers shall be deemed to have accepted the Buyer’s calculations and such calculations, the Proposed Closing Statement and each Net Working Capital Report reflects a Net Working Capital as of the amounts set forth on Closing Date of less than the Proposed Closing Statement shall be final, conclusive and binding on the Parties. To the extent the Sellers object within the time period contemplated by this Section 2.6(aBase Amount (as defined below), then the specific items on Company and/or Parent shall refund the Buyer’s Proposed Closing Statement to which the Sellers object shall be considered to be in dispute, difference between Base Amount and the Sellers shall be deemed to have accepted the Buyer’s calculation in respect of all other matters and such other matters shall not be considered to be in dispute. The Sellers and the Buyer shall endeavor in good faith to resolve any disputed matters Net Working Capital within fifteen (which shall include at least one face-to-face meeting between Xxxxxx and Xxxxxxx Xxxxx or his successor as chief executive officer of MHGC) within thirty (3015) days after the Buyer’s receipt of the Statement final determination of Objectionsthe Net Working Capital. If the Sellers and the Buyer are unable to resolve the disputed matters within the 30-day period described in the preceding sentence, the Sellers and the Buyer shall engage the Accounting Firm for binding arbitration Net Working Capital as of the disputed matters only and to make any adjustments to the Proposed Closing AdjustmentDate exceeds Base Amount, as the case may be. In performing its review, the Accounting Firm then Buyer -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT -- PAGE 4 (i) shall, before reaching its decision, review any written presentations made by the Parties and, if either Party requests, their respective Representatives, and thereafter, have at least one meeting with the Parties and, if either Party requests, their respective Representatives, (ii) shall apply the principles underlying the Model Balance Sheet and determine the accurate application of such principles to only those items or amounts in the Proposed Closing Statement as to which the Sellers have, in the Statement of Objections, disagreed and such other issues as may reasonably be affected by the items to which the Sellers have so disagreed, and no other issue, and (iii) shall resolve all issues of interpretation, including legal and accounting issues. The Parties agree that all adjustments shall be made without regard to materiality. The Accounting Firm shall only decide the specific items under dispute by the parties and its decision for each disputed matter must be within the range of values assigned to each such item in the Proposed Closing Statement and the Statement of Objections (to the extent such amounts are determinable by the SellersCANMAX/AFFILIATED COMPUTERS), respectively. The Parties shall promptly comply with all reasonable requests by the Accounting Firm for information, books, records and similar items.

Net Working Capital Adjustment. The Purchase Price shall be increased (aor decreased) Promptly following by the amount by which the actual Net Working Capital of the Company at Closing is more than (or less than) Target Net Working Capital (the “Net Working Capital Adjustment”). “Net Working Capital” means (A) current assets not including (i) cash, (ii) uncollected accounts receivable that were invoiced more than ninety (90) prior to the Closing Date, but and/or (iii) the Retention Fund (as hereinafter defined), minus (B) current liabilities, each as determined using GAAP and the Company’s existing accounting practices, each applied on a consistent basis, with GAAP prevailing in no the event later than of conflict. For clarification purposes, accruals and unrecorded liabilities will be deemed to have been recorded as of the Closing Date. “Target Net Working Capital” means Five Hundred Eight Thousand Dollars ($508,000). If the Net Working Capital Adjustment is positive, the amount thereof shall be paid by Buyer to Seller in immediately available funds. If the Net Working Capital Adjustment is negative, the amount thereof shall be paid by Seller to Buyer in immediately available funds. Within ninety (90) days after the Closing Date, the Buyer shall will prepare and deliver or cause to be delivered to the Sellers Seller a balance sheet of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time, prepared in a manner that is consistent with the model balance sheet attached as Exhibit B certificate (the “Model Balance SheetNWC Certificate”), together with a statement (the “Proposed Closing Statement”) setting forthsigned by Buyer, in reasonable detail, the certifying Buyer’s calculation good faith determination of the actual Net Working Capital of the Acquired Companies on a consolidated and combined basis Company as of immediately prior to the Effective Time (the “Proposed Closing Date, and identifying any Net Working Capital Amount”). To Adjustments to the extent reasonably required to complete their review Purchase Price as a result of the Buyer’s Proposed Closing Statement, the Sellers and their Representatives shall have full and timely access to all supporting work papers and other documentation used in, and the personnel responsible for preparation of, the Buyer’s Proposed Closing Statement. In the event the Sellers dispute the correctness of any portion of the Proposed Closing Statement or the Proposed actual Net Working Capital Amount, as of the Sellers shall notify Closing Date being greater than (or less than) Target Net Working Capital. If Seller does not object to the Buyer calculation of actual Net Working Capital in writing of their objections the NWC Certificate within thirty (30) days after Seller’s receipt of the thereof, or accepts Buyer’s Proposed Closing Statement determination of Net Working Capital as set forth in the NWC Certificate during such thirty (30) day period, then the Purchase Price will be adjusted as set forth in the NWC Certificate, and payment or set off, as the case may be, shall set forth, be made in writing and in reasonable detail, the reasons for the Sellers’ objections (including the amount in dispute and the basis for such dispute) (the “Statement of Objections”accordance with this Section 1.3(c). If Seller objects to the Sellers fail to deliver calculation of actual Net Working Capital in the NWC Certificate, then Seller must notify Buyer in writing of such Statement of Objections within the time period required by the preceding sentence, the Sellers shall be deemed to have accepted the Buyer’s calculations and such calculations, the Proposed Closing Statement and each of the amounts set forth on the Proposed Closing Statement shall be final, conclusive and binding on the Parties. To the extent the Sellers object within the time period contemplated by this Section 2.6(a), the specific items on the Buyer’s Proposed Closing Statement to which the Sellers object shall be considered to be in dispute, and the Sellers shall be deemed to have accepted the Buyer’s calculation in respect of all other matters and such other matters shall not be considered to be in dispute. The Sellers and the Buyer shall endeavor in good faith to resolve any disputed matters (which shall include at least one face-to-face meeting between Xxxxxx and Xxxxxxx Xxxxx or his successor as chief executive officer of MHGC) objection within thirty (30) days after Seller’s receipt thereof (such notice setting forth in reasonable detail the basis for such objection, an “Objection Notice”). During such thirty (30) day period (i.e. being that period during which Seller must determine whether or not to accept Buyer’s receipt NWC Certificate), Buyer will permit Seller or his delegates access to such work papers relating to the preparation of the Statement of ObjectionsNWC Certificate, as may be reasonably necessary to permit Seller to review in detail the manner in which the NWC Certificate was prepared, and all information received pursuant to this Section 1.3(c) will be kept confidential by the Party receiving it. If the Sellers Buyer and the Buyer are unable Seller will thereafter negotiate in good faith to resolve any such objections. Upon disposal of the disputed matters within the 30-day period described in the preceding sentencedispute, the Sellers and the Buyer shall engage the Accounting Firm for binding arbitration of the disputed matters only and Working Net Capital Adjustment will be subject to make any adjustments to the Proposed Closing Adjustment, as the case may be. In performing its review, the Accounting Firm payment within ten (i10) shall, before reaching its decision, review any written presentations made by the Parties and, if either Party requests, their respective Representatives, and thereafter, have at least one meeting with the Parties and, if either Party requests, their respective Representatives, (ii) shall apply the principles underlying the Model Balance Sheet and determine the accurate application of such principles to only those items or amounts in the Proposed Closing Statement as to which the Sellers have, in the Statement of Objections, disagreed and such other issues as may reasonably be affected by the items to which the Sellers have so disagreed, and no other issue, and (iii) shall resolve all issues of interpretation, including legal and accounting issues. The Parties agree that all adjustments shall be made without regard to materiality. The Accounting Firm shall only decide the specific items under dispute by the parties and its decision for each disputed matter must be within the range of values assigned to each such item in the Proposed Closing Statement and the Statement of Objections (to the extent such amounts are determinable by the Sellers), respectively. The Parties shall promptly comply with all reasonable requests by the Accounting Firm for information, books, records and similar itemsbusiness days.

Net Working Capital Adjustment. (a) Promptly following The parties acknowledge and agree that the aggregate amount of the Purchase Price has been established in part with reference to the net working capital of Sellers (calculated with reference only to Purchased Assets and Assumed Liabilities) in the amount of $1,967,000 (the “Base NWC”). At the Closing, Sellers shall deliver to Purchaser a certificate (the “Closing DateCertificate”) detailing the calculation of the estimated net working capital of Sellers as of July 31, 2006 (the “Estimated NWC”) which estimate shall be prepared by Sellers in accordance with GAAP applied consistently with the Seller Financial Statements (calculated with reference only to Purchased Assets and Assumed Liabilities). As promptly as practicable, but in no any event later than within ninety (90) days after the Closing Date, the Buyer Purchaser shall deliver or cause to be delivered to the Sellers a balance sheet statement of the Acquired Companies on a consolidated and combined basis net working capital of Sellers as of immediately prior to the Effective Time, prepared in a manner that is consistent with the model balance sheet attached as Exhibit B Closing Date (the “Model Balance SheetClosing Date Statement”), together which shall be prepared by Purchaser in accordance with a statement GAAP (calculated with reference only to Purchased Assets and Assumed Liabilities). The Closing Date Statement shall be conclusive and binding upon the parties hereto, unless Sellers object in writing to any item or items shown on the Closing Date Statement within twenty (20) days after delivery to Sellers of the Closing Date Statement (the “Proposed Closing Statement”) setting forth, in reasonable detail, the Buyer’s calculation of the Net Working Capital of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time (the “Proposed Net Working Capital AmountObjection Period”). To During the extent reasonably required Objection Period, Sellers shall have reasonable access during normal business hours to complete their review all work papers of Purchaser’s accountant that were used in the preparation of the Buyer’s Proposed Closing Statement, the Sellers and their Representatives shall have full and timely access to all supporting work papers and other documentation used in, and the personnel responsible for preparation of, the Buyer’s Proposed Closing Date Statement. In the event the Sellers dispute the correctness of any portion of the Proposed Closing Statement or the Proposed Net Working Capital Amount, the If Purchaser and Sellers shall notify be unable to resolve any dispute with respect to the Buyer in writing of their objections Closing Date Statement within thirty twenty (3020) days after receipt delivery of the Buyer’s Proposed Closing Statement and shall set forth, in writing and in reasonable detailSellers’ written objections, the reasons for the Sellers’ objections (including the amount matter or matters in dispute and the basis for such dispute) (the “Statement of Objections”). If the Sellers fail to deliver such Statement of Objections within the time period required by the preceding sentence, the Sellers shall be deemed submitted (at the equal expense of Purchaser and Sellers) to have accepted the Buyer’s calculations such firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such calculations, the Proposed Closing Statement and each firm of the amounts set forth on the Proposed Closing Statement independent certified public accountants shall be final, conclusive and binding on the Parties. To the extent the Sellers object within the time period contemplated by this Section 2.6(a), the specific items on the Buyer’s Proposed Closing Statement to which the Sellers object shall be considered to be in dispute, upon Purchaser and the Sellers shall be deemed to have accepted the Buyer’s calculation in respect of all other matters and such other matters shall not be considered to be in disputeSellers. The net working capital of Sellers and the Buyer shall endeavor in good faith to resolve any disputed matters (which shall include at least one face-to-face meeting between Xxxxxx and Xxxxxxx Xxxxx or his successor as chief executive officer of MHGC) within thirty (30) days after the Buyer’s receipt of the Statement of Objections. If the Sellers and the Buyer are unable Closing Date conclusively determined as aforesaid is sometimes referred to resolve the disputed matters within the 30-day period described in the preceding sentence, the Sellers and the Buyer shall engage the Accounting Firm for binding arbitration of the disputed matters only and to make any adjustments to the Proposed Closing Adjustment, herein as the case may be. In performing its review, the Accounting Firm (i) shall, before reaching its decision, review any written presentations made by the Parties and, if either Party requests, their respective Representatives, and thereafter, have at least one meeting with the Parties and, if either Party requests, their respective Representatives, (ii) shall apply the principles underlying the Model Balance Sheet and determine the accurate application of such principles to only those items or amounts in the Proposed “Closing Statement as to which the Sellers have, in the Statement of Objections, disagreed and such other issues as may reasonably be affected by the items to which the Sellers have so disagreed, and no other issue, and (iii) shall resolve all issues of interpretation, including legal and accounting issues. The Parties agree that all adjustments shall be made without regard to materiality. The Accounting Firm shall only decide the specific items under dispute by the parties and its decision for each disputed matter must be within the range of values assigned to each such item in the Proposed Closing Statement and the Statement of Objections (to the extent such amounts are determinable by the Sellers), respectively. The Parties shall promptly comply with all reasonable requests by the Accounting Firm for information, books, records and similar itemsNWC”.

Net Working Capital Adjustment. Within ten (a10) Promptly following the Closing Date, but in no event later than ninety (90) days Business Days after the Closing Date, the Buyer Seller shall deliver or cause to be delivered to the Sellers a Buyer an unaudited balance sheet of the Acquired Companies on a consolidated and combined basis Seller as of immediately prior to the Effective Time, prepared in a manner that is consistent with close of business on the model balance sheet attached as Exhibit B Closing Date (the “Model Closing Balance Sheet”), together with a statement certificate signed by Xxxxxx and Xxxxx (i) certifying that the “Proposed Closing Statement”Balance Sheet fairly presents, on a good faith basis and using Seller’s commercially reasonable efforts, the financial position of Seller as of the Closing Date, (ii) setting forthforth the amount of Seller’s Net Working Capital as of the Closing Date, in reasonable detail, (iii) setting forth an accurate and complete list of Seller’s accounts receivable as of the BuyerClosing Date which indicates the aging of such accounts receivable and (iv) including Seller’s calculation of the Net Working Capital of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time (the “Proposed Closing Balance Sheet Certificate”). Following the delivery by Seller of the Closing Balance Sheet Certificate, Buyer and its representatives shall be given all such access as they may reasonably require to those books and records of Seller in the possession of, and/or under the control of, Seller and/or the Partners, and access to such current or former Seller Employees or representatives of Seller as they may reasonably require for the purposes of resolving any disputes or responding to any matters or inquiries raised concerning the Closing Balance Sheet and/or the contents of the Closing Balance Sheet Certificate. Buyer shall have ten (10) Business Days following receipt of the Closing Balance Sheet Certificate to notify Seller in writing either that (i) the Net Working Capital Amountas proposed by Seller is acceptable (“Confirmation Certificate”) or (ii) the Net Working Capital as proposed by Seller is not acceptable (a “Balance Sheet Dispute Notice”). To If a Confirmation Certificate is delivered by Buyer, then the extent reasonably required to complete their review of the Buyer’s Proposed Closing Statement, the Sellers and their Representatives shall have full and timely access to all supporting work papers and other documentation used in, and the personnel responsible for preparation of, the Buyer’s Proposed Closing Statement. In the event the Sellers dispute the correctness of any portion of the Proposed Closing Statement or the Proposed Net Working Capital Amountset forth in the Closing Balance Sheet Certificate shall be the Net Working Capital for purposes of this Agreement. If a Balance Sheet Dispute Notice is delivered by Buyer, the Sellers Net Working Capital shall notify the be determined by negotiation between Buyer in writing of their objections and Seller. If Buyer and Seller shall be unable to reach agreement with respect to such calculation within thirty (30) days after receipt delivery of the a Balance Sheet Dispute Notice to Seller by Buyer’s Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for determination of such amount shall be submitted to the Sellers’ objections (including the amount in dispute and the basis for such dispute) San Diego office of Ernst & Young LLP, independent certified public accountants (the “Statement of ObjectionsIndependent Accountant”). If the Sellers fail to deliver , for review and such Statement of Objections within the time period required review by the preceding Independent Accountant shall be limited to (a) such items and calculations as were addressed in the written notice of objection of Buyer that have not been resolved by the parties and (b) any factual or mathematical errors contained in the information provided by Seller. In the event that Buyer and Seller shall submit any dispute to the Independent Accountant, each such party may submit a “position paper” to the Independent Accountant setting forth the position of such party with respect to such dispute, to be considered by such Independent Accountant as it deems fit. The parties shall cause the Independent Accountant to review, subject to limitations of the previous sentence, as promptly as practicable, the Sellers calculation of Net Working Capital and to make, subject to the limitations of the previous sentence, such corrections thereto as it deems appropriate consistent with the terms of this Agreement. The Independent Accountant shall issue a written report of its review, setting forth in reasonable detail its calculation of Net Working Capital, which calculation shall be deemed to have accepted the Buyer’s calculations and such calculations, the Proposed Closing Statement and each of the amounts set forth on the Proposed Closing Statement shall be final, conclusive and binding on the Partiesparties to this Agreement and shall be the sole and exclusive means of resolving such disputes. To If requested by the extent Independent Accountant, Buyer and Seller (on its own behalf and on behalf of the Sellers object within General Partner and the time period contemplated by Limited Partners) shall execute an engagement letter with the Independent Accountant setting forth the terms and conditions of such engagement, which shall be consistent with the terms of this Section 2.6(a)2.3. If the Independent Accountant is engaged pursuant to this Section 2.3, Buyer and Seller shall use commercially reasonable efforts to cause the specific items on Independent Accountant to complete its review and written report as soon as reasonably practicable following such engagement. All fees and expenses relating to the Buyer’s Proposed Closing Statement to which engagement of the Sellers object Independent Accountant shall be considered to be in disputeborne equally by Buyer and Seller, and the Sellers portion of such fees and expenses payable by Seller shall be deemed “Seller Expenses” which Buyer may, in its sole discretion, elect to have accepted pay to the Independent Accountant, in which case the amount of Seller Expenses shall be “Losses” for purposes of Article 9 without regard to the Basket and shall, among other remedies available to Buyer, be subject to Buyer’s calculation in respect Rights of all other matters and such other matters shall not be considered to be in disputeSet-Off. The Sellers and Following the Buyer shall endeavor in good faith to resolve any disputed matters (which shall include at least one face-to-face meeting between Xxxxxx and Xxxxxxx Xxxxx or his successor as chief executive officer of MHGC) within thirty (30) days after the Buyer’s receipt determination of the Statement of Objections. If the Sellers and the Buyer are unable to resolve the disputed matters within the 30-day period described Net Working Capital in the preceding sentenceaccordance with this Section 2.3, the Sellers and the Buyer shall engage the Accounting Firm for binding arbitration of the disputed matters only and to make any adjustments to the Proposed Closing Adjustment, as the case may be. In performing its review, the Accounting Firm (i) shall, before reaching its decision, review any written presentations made by the Parties andNet Working Capital Increase, if either Party requestsany, their respective Representatives, shall be paid to Seller on the fifth (5th) Business Day following the date that the determination of the Net Working Capital shall become conclusive and thereafter, have at least one meeting binding on the parties to this Agreement in accordance with the Parties and, if either Party requests, their respective Representatives, this Section 2.3 or (ii) shall apply the principles underlying Net Working Capital Decrease, if any, shall, at the Model Balance Sheet and determine the accurate application sole election of such principles to only those items or amounts in the Proposed Closing Statement as to which the Sellers haveBuyer, in the Statement be “Losses” for purposes of Objections, disagreed and such other issues as may reasonably be affected by the items to which the Sellers have so disagreed, and no other issue, and (iii) shall resolve all issues of interpretation, including legal and accounting issues. The Parties agree that all adjustments shall be made Article 9 without regard to materiality. The Accounting Firm shall only decide the specific items under dispute by Basket and be deducted from the parties and its decision for each disputed matter must Holdback Amount and/or be within the range subject to Buyer’s Rights of values assigned to each such item in the Proposed Closing Statement and the Statement of Objections (to the extent such amounts are determinable by the Sellers), respectively. The Parties shall promptly comply with all reasonable requests by the Accounting Firm for information, books, records and similar itemsSet-Off.

Net Working Capital Adjustment. (a) Promptly following For the purpose of calculating the Purchase Price, Green Bay shall calculate Net Working Capital as of each Asset Closing Date for the Transferred Assets transferred on such Asset Closing Date, but in no event later than ninety (90) days after the Closing Date, the Buyer shall deliver or cause to be delivered to the Sellers a balance sheet of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time, prepared in a manner that is consistent with the model balance sheet attached as Exhibit B (the “Model Balance Sheet”), together with a statement (the “Proposed Closing Statement”) setting forth, in reasonable detail, the Buyer’s calculation of . If the Net Working Capital in respect of such Transferred Assets as of an Asset Closing Date is greater than the amount of the Acquired Companies on a consolidated and combined basis Base Purchase Price for such Asset Closing Date agreed by the Parties to be allocated to the Net Working Capital in respect of such Transferred Assets relevant to such Asset Closing Date, then the variance will be added to such Base Purchase Price in computing the Purchase Price. If the Net Working Capital in respect of such Transferred Assets as of immediately prior the Asset Closing Date is less than the amount of the Base Purchase Price for such Asset Closing Date agreed by the Parties to be allocated to the Effective Time Net Working Capital in respect of such Transferred Assets relevant to such Asset Closing Date, then the variance will be deducted from such Base Purchase Price in computing the Purchase Price (the “Proposed Net Working Capital AmountAdjustment”). To the extent reasonably required to complete their review of the Buyer’s Proposed Closing StatementProvided that, the Sellers and their Representatives shall have full and timely access to all supporting work papers and other documentation used in, and the personnel responsible for preparation of, the Buyer’s Proposed Closing Statement. In in the event there are Delayed Assets, (i) the Sellers dispute the correctness of any portion of the Proposed Closing Statement or the Proposed Net Working Capital Amount, the Sellers shall notify the Buyer in writing of their objections within thirty (30) days after receipt of the Buyer’s Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers’ objections (including the amount in dispute and the basis for such dispute) (the “Statement of Objections”). If the Sellers fail to deliver such Statement of Objections within the time period required by the preceding sentence, the Sellers shall be deemed to have accepted the Buyer’s calculations and such calculations, the Proposed Closing Statement and each of the amounts set forth on the Proposed Closing Statement shall be final, conclusive and binding on the Parties. To the extent the Sellers object within the time period contemplated by this Section 2.6(a), the specific items on the Buyer’s Proposed Closing Statement to which the Sellers object shall be considered to be in dispute, and the Sellers shall be deemed to have accepted the Buyer’s calculation Adjustment in respect of all other matters and such other matters the Retail Business on the Retail Business Asset Closing Date shall not be considered to be calculated based on the Net Working Capital determined by Green Bay in dispute. The Sellers and the Buyer shall endeavor in good faith to resolve any disputed matters (which shall include at least one face-to-face meeting between Xxxxxx and Xxxxxxx Xxxxx or his successor as chief executive officer of MHGC) within thirty (30) days after the Buyer’s receipt respect of the Statement of Objections. If the Sellers and the Buyer are unable to resolve the disputed matters within the 30-day period described in the preceding sentence, the Sellers and the Buyer shall engage the Accounting Firm for binding arbitration of the disputed matters only and to make any adjustments applicable Transferred Assets being conveyed on such date as compared to the Proposed Closing Adjustment, as the case may be. In performing its review, the Accounting Firm (i) shall, before reaching its decision, review any written presentations made Net Working Capital agreed by the Parties and, if either Party requests, their respective Representativesto be allocated to the entirety of the Retail Business, and thereafter, have at least one meeting with the Parties and, if either Party requests, their respective Representatives, (ii) the Net Working Capital Adjustment in respect of the applicable Delayed Assets on each applicable Delayed Asset Closing Date shall apply be calculated based on the principles underlying the Model Balance Sheet and determine the accurate application Net Working Capital determined by Green Bay in respect of such principles Delayed Assets being conveyed on such date as compared to only those items or amounts in the Proposed Closing Statement as to which the Sellers have, in the Statement a Net Working Capital of Objections, disagreed and such other issues as may reasonably be affected by the items to which the Sellers have so disagreed, and no other issue, and (iii) shall resolve all issues of interpretation, including legal and accounting issues. The Parties agree that all adjustments shall be made without regard to materiality. The Accounting Firm shall only decide the specific items under dispute by the parties and its decision for each disputed matter must be within the range of values assigned to each such item in the Proposed Closing Statement and the Statement of Objections (to the extent such amounts are determinable by the Sellers), respectively. The Parties shall promptly comply with all reasonable requests by the Accounting Firm for information, books, records and similar items$0.

Net Working Capital Adjustment. The estimated Net Working Capital of the Business as of the Closing Date (athe "ESTIMATED NET WORKING CAPITAL") Promptly following shall be that amount set forth in Annex II hereto, as determined by the Parties in accordance with the provisions hereof, and shall be based on the Business' estimated financial statements as of the Closing Date, but which will have been prepared in no accordance with GAAP and delivered by Seller to Buyer three (3) days before the time of Closing. In the event that the Estimated Net Working Capital is more than $605,000, Buyer shall pay to Seller at the Closing the amount of such excess. In the event that the Estimated Net Working Capital is less than $605,000, Seller shall pay to Buyer at the Closing the amount of such deficiency from the proceeds to be delivered at the Closing. Within ten (10) days of the Closing Date, Seller shall deliver revised financial statements as of the Closing Date, which shall have been prepared in accordance with GAAP, reflecting the Seller's proposed final figure for the Net Working Capital of the Business as of the Closing Date (the "FINAL NET WORKING CAPITAL"). In the event that the Final Net Working Capital as of the Closing Date is more than the Estimated Net Working Capital, Buyer shall pay to Seller the amount of such excess (the "EXCESS WORKING CAPITAL"). In the event that the Final Net Working Capital as of the Closing Date is less than the Estimated Net Working Capital, Seller shall pay to Buyer the amount of such shortfall (the "WORKING CAPITAL DEFICIENCY"). In the event the Parties are unable to agree on the Final Net Working Capital of the Business on or before twenty (20) days after the Closing, the Final Net Working Capital of the Business as of the Closing Date shall be determined subsequently by Ernst & Young LLP (at the joint expense of Buyer and Seller) (the "E&Y DETERMINATION"). Buyer and Seller agree to use their reasonable best efforts to cause the E&Y Determination to be submitted to Buyer and Seller not later than ninety thirty (9030) days after the Closing Date, the Buyer shall deliver or cause to be delivered to the Sellers a balance sheet of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time, prepared in a manner that is consistent with the model balance sheet attached as Exhibit B (the “Model Balance Sheet”), together with a statement (the “Proposed Closing Statement”) setting forth, in reasonable detail, the Buyer’s calculation of the . The Final Net Working Capital of the Acquired Companies on a consolidated and combined basis as of immediately prior to the Effective Time (the “Proposed Net Working Capital Amount”). To the extent reasonably required to complete their review of the Buyer’s Proposed Closing Statement, the Sellers and their Representatives shall have full and timely access to all supporting work papers and other documentation used in, and the personnel responsible for preparation of, the Buyer’s Proposed Closing Statement. In the event the Sellers dispute the correctness of any portion of the Proposed Closing Statement or the Proposed Net Working Capital Amount, the Sellers shall notify the Buyer in writing of their objections within thirty (30) days after receipt of the Buyer’s Proposed Closing Statement and shall set forth, in writing and in reasonable detail, the reasons for the Sellers’ objections (including the amount in dispute and the basis for derived from such dispute) (the “Statement of Objections”). If the Sellers fail to deliver such Statement of Objections within the time period required calculation by the preceding sentenceParties or by the E&Y Determination, the Sellers shall be deemed to have accepted the Buyer’s calculations and such calculationsas applicable, the Proposed Closing Statement and each of the amounts set forth on the Proposed Closing Statement shall be final, conclusive and binding on the Parties. To the extent the Sellers object within the time period contemplated by this Section 2.6(a), the specific items on the Buyer’s Proposed Closing Statement to which the Sellers object shall be considered to be in dispute, and the Sellers shall be deemed to have accepted the Buyer’s calculation in respect a payment of all other matters and such other matters shall not be considered to be in dispute. The Sellers and the Buyer shall endeavor in good faith to resolve any disputed matters (which shall include at least one face-to-face meeting between Xxxxxx and Xxxxxxx Xxxxx or his successor as chief executive officer of MHGC) within thirty (30) days after the Buyer’s receipt of the Statement of Objections. If the Sellers and the Buyer are unable to resolve the disputed matters within the 30-day period described in the preceding sentence, the Sellers and the Buyer shall engage the Accounting Firm for binding arbitration of the disputed matters only and to make any adjustments to the Proposed Closing Adjustment, as the case may be. In performing its review, the Accounting Firm (i) shall, before reaching its decision, review any written presentations made by the Parties and, if either Party requests, their respective Representatives, and thereafter, have at least one meeting with the Parties and, if either Party requests, their respective Representatives, (ii) shall apply the principles underlying the Model Balance Sheet and determine the accurate application of such principles to only those items or amounts in the Proposed Closing Statement as to which the Sellers have, in the Statement of Objections, disagreed and such other issues as may reasonably be affected by the items to which the Sellers have so disagreed, and no other issue, and (iii) shall resolve all issues of interpretation, including legal and accounting issues. The Parties agree that all adjustments Excess Working Capital shall be made without regard to materiality. The Accounting Firm by Buyer and of any Working Capital Deficiency shall only decide the specific items under dispute be made by the parties Seller, as appropriate and its decision for each disputed matter must be in either case within the range ten (10) days of values assigned to each receipt of such item in the Proposed Closing Statement and the Statement of Objections (to the extent such amounts are determinable by the Sellers), respectively. The Parties shall promptly comply with all reasonable requests by the Accounting Firm for information, books, records and similar itemscalculation.