Common use of Net Working Capital Adjustment Clause in Contracts

Net Working Capital Adjustment. (a) At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate of an executive officer of Seller (the “Estimated Net Working Capital Statement”) that sets forth Seller’s good faith estimate of each of (x) the Norway Net Working Capital and (y) the Sweden Net Working Capital, in each case, as of the Closing, together with a calculation of the sum of the estimated Norway Net Working Capital and estimated Sweden Net Working Capital (such sum, the “Estimated Closing Net Working Capital”). At the Closing: (i) if the Estimated Closing Net Working Capital is less than the sum of (A) the Norway Target Net Working Capital and (B) the Sweden Target Net Working Capital, the Base Purchase Price shall be decreased by an amount equal to such deficiency; and (ii) if the Estimated Closing Net Working Capital exceeds the sum of (A) the Norway Target Net Working Capital and (B) the Sweden Target Net Working Capital, the Base Purchase Price shall be increased by an amount equal to such excess. (b) Except as may otherwise be agreed by the parties, as promptly as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall in good faith prepare and deliver to Seller (i)(A) an unaudited consolidated balance sheet of the Norway Company as of the Closing prepared in accordance with GAAP (except for the absence of notes) (the “Norway Closing Balance Sheet”), and (B) a statement (the “Norway Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Norway Net Working Capital as of the Closing, based on such Norway Closing Balance Sheet and calculated on a basis consistent with Schedule A (the “Norway Closing Net Working Capital”), (ii)(A) an unaudited consolidated balance sheet of the Sweden Company and the Sweden Subsidiary as of the Closing prepared in accordance with GAAP (except for the absence of notes) (the “Sweden Closing Balance Sheet”), and (B) a statement (the “Sweden Closing Net Working Capital Statement” and together with the Norway Closing Net Working Capital Statement, the “Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Sweden Net Working Capital as of the Closing, based on such Sweden Closing Balance Sheet and calculated on a basis consistent with Schedule B (the “Sweden Closing Net Working Capital”) and (iii) the sum of the Norway Closing Net Working Capital and the Sweden Closing Net Working Capital (the “Closing Net Working Capital”).

Net Working Capital Adjustment. (ai) At least two If (2A) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate of an executive officer of Seller (the “Estimated Target Net Working Capital Statement”) that sets forth Seller’s good faith estimate of each of (x) exceeds the Norway Final Closing Net Working Capital and (yB) the Sweden Estimated Closing Net Working Capital exceeds the Final Closing Net Working Capital, in each caseSeller shall pay to Purchaser an amount equal to (x) the Target Net Working Capital MINUS the Estimated Working Capital Adjustment Amount (if any), as of MINUS (y) the Closing, together with a calculation of Final Closing Net Working Capital. (ii) If (A) the sum of Target Net Working Capital exceeds or equals the estimated Norway Final Closing Net Working Capital and estimated Sweden Net Working Capital (such sum, the “Estimated Closing Net Working Capital”). At the Closing: (iB) if the Estimated Closing Net Working Capital is less than the sum of Final Closing Net Working Capital, Purchaser shall pay to Seller an amount equal to (x) the Final Closing Net Working Capital MINUS (y) the Estimated Closing Net Working Capital. (iii) If (A) the Norway Final Closing Net Working Capital exceeds the Target Net Working Capital by at least $2.5 million and (B) the Closing occurs during a Two-Way Adjustment Period as set forth on the table in Section D of SCHEDULE 1.3(b) hereof, Purchaser shall pay to Seller an amount equal to (x) one-half (1/2) of the lesser of (1) (I) the Final Closing Net Working Capital minus the Target Net Working Capital, minus (II) $2.5 million, or (2) $2.5 million, plus (y) the Estimated Working Capital Adjustment Amount (if any). (iv) If (A) the Final Closing Net Working Capital exceeds the Target Net Working Capital, but the excess is less than $2.5 million, and (B) the Closing occurs during a Two-Way Adjustment Period as set forth on the table in SECTION D of SCHEDULE 1.3(b) hereof, Purchaser shall pay to Seller an amount equal to the Estimated Working Capital Adjustment Amount (if any). (v) If (A) the Final Closing Net Working Capital exceeds the Target Net Working Capital and (B) the Sweden Target Net Working CapitalClosing occurs during a One-Way Adjustment Period as set forth on the table in SECTION D of SCHEDULE 1.3(b) hereof, the Base Purchase Price Purchaser shall be decreased by pay to Seller an amount equal to such deficiency; and (ii) if the Estimated Closing Net Working Capital exceeds the sum of Adjustment Amount (A) the Norway Target Net Working Capital and (B) the Sweden Target Net Working Capital, the Base Purchase Price shall be increased by an amount equal to such excessif any). (bvi) Except as may otherwise Any payment required to be agreed made pursuant to this SECTION 1.4(d) shall be paid by the partiesSeller to Purchaser, or by Purchaser to Seller, as promptly as practicablethe case may be, but in no event later than sixty within five (605) days after the Closing Date, Buyer shall in good faith prepare and deliver to Seller (i)(A) an unaudited consolidated balance sheet Business Days of the Norway Company as final determination of the Closing prepared in accordance with GAAP (except for the absence of notes) (the “Norway Closing Balance Sheet”), and (B) a statement (the “Norway Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Norway Net Working Capital as of the Closing, based on such Norway Closing Balance Sheet and calculated on a basis consistent with Schedule A (the “Norway Final Closing Net Working Capital”), (ii)(A) an unaudited consolidated balance sheet of the Sweden Company and the Sweden Subsidiary as of the Closing prepared in accordance with GAAP (except for the absence of notes) (the “Sweden Closing Balance Sheet”), and (B) a statement (the “Sweden Closing Net Working Capital Statement” and together with the Norway Closing Net Working Capital Statement, the “Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Sweden Net Working Capital as of the Closing, based on such Sweden Closing Balance Sheet and calculated on a basis consistent with Schedule B (the “Sweden Closing Net Working Capital”) and (iii) the sum of the Norway Closing Net Working Capital and the Sweden Closing Net Working Capital (the “Closing Net Working Capital”).

Net Working Capital Adjustment. (a) At least two three (23) Business Days prior to the Closing DateFirst Closing, Seller shall the Owner will prepare and deliver to Buyer the Purchaser a certificate of an executive officer of Seller (the “Estimated Net Working Capital StatementCertificate”) that sets setting forth Sellerthe Owner’s reasonable good faith estimate of each of (x) the Norway Net Working Capital and (y) the Sweden Net Working Capital, in each case, as of the Closing, together with a calculation of First Closing Date (the sum of the estimated Norway “Estimated Net Working Capital and estimated Sweden Amount”), provided, however, that in the event the Estimated Net Working Capital (such sum, Amount exceeds the “Estimated Closing Net Working Capital”). At the Closing: (i) if the Estimated Closing Maximum Net Working Capital Amount, the Estimated Net Working Capital Amount shall be deemed to be equal to the Maximum Net Working Capital Amount. Such estimate will be accompanied by reasonable supporting detail therefor and the Owner will make available to the Purchaser all records that were used in preparing the Estimated Net Working Capital Certificate. If the Estimated Net Working Capital Amount is greater than the Net Working Capital Target, then the Purchase Price paid pursuant to Section 2.04(e) shall be increased by an amount equal to the amount by which the Estimated Net Working Capital Amount exceeds the Net Working Capital Target. If the Estimated Net Working Capital Amount is less than the sum of (A) the Norway Target Net Working Capital and (B) Target, then the Sweden Target Net Working Capital, the Base Purchase Price paid pursuant to Section 2.04(e) shall be decreased by an amount equal to such deficiency; and (ii) if the Estimated Closing amount by which the Net Working Capital Target exceeds the sum of (A) the Norway Target Estimated Net Working Capital and (B) Amount. If the Sweden Target Estimated Net Working CapitalCapital Amount is equal to the Net Working Capital Target, then the Base Purchase Price paid pursuant to Section 2.04(e) shall not be increased by an amount equal adjusted pursuant to such excessthis Section 2.06(a). (b) Except as may otherwise be agreed by the parties, as promptly as practicable, but in no event No later than sixty the 120th day following the First Closing Date (60) days after the Closing “Response Date”), Buyer shall in good faith the Purchaser may, at Purchaser’s discretion, prepare and deliver to Seller (i)(A) an unaudited consolidated balance sheet of the Norway Company as of the Closing prepared in accordance with GAAP (except for the absence of notes) Owner a calculation (the “Norway Post-First Closing Balance Sheet”), and (B) a statement (the “Norway Closing Net Working Capital StatementCalculation”) setting forth Buyerthe Purchaser’s calculation of the Norway Net Working Capital as of the Closing, based on such Norway First Closing Balance Sheet and calculated on a basis consistent with Schedule A Date (the “Norway Closing Final Net Working CapitalCapital Amount”), provided, however, that in the event the Final Net Working Capital Amount exceeds the Maximum Net Working Capital Amount, the Final Net Working Capital Amount shall be deemed to be equal to the Maximum Net Working Capital Amount; and, provided further, that in the event that the Purchaser has not delivered the Post-First Closing Calculation by the Response Date, then the Estimated Net Working Capital Amount shall be deemed to be the Final Net Working Capital Amount. Such calculations, if delivered by Purchaser, will be accompanied by reasonable supporting detail therefor. (ii)(Ac) an unaudited consolidated balance sheet of If the Sweden Company and Owner has any objections to the Sweden Subsidiary as of the Post-First Closing prepared in accordance with GAAP (except for the absence of notes) (the “Sweden Closing Balance Sheet”)Calculation, and (B) then they will deliver a written statement (the “Sweden Objections Statement”) describing in reasonable detail (i) the items included in the Post-First Closing Calculation to which the Owner objects, and (ii) the basis for such objections, to the Purchaser within ten (10) days after delivery of the Post-First Closing Calculation. If the Owner fails to deliver an Objections Statement within such 10-day period, then the Post-First Closing Calculation will become final and binding on all parties. The Owner will be deemed to have agreed with all amounts and items contained or reflected in the Post-First Closing Calculation to the extent such amounts or items are not objected to in the Objections Statement. Notwithstanding the foregoing, if the Final Net Working Capital Statement” and together with Amount calculated by Purchaser in the Norway Post-First Closing Calculation is equal to the Estimated Net Working Capital StatementAmount, then the Owner shall not be permitted to deliver an Objections Statement and the Post-Closing Certificate will be final and binding on all parties. (d) If the Owner delivers an Objections Statement within such ten (10) day period, then the Owner and the Purchaser will use commercially reasonable efforts to resolve any such disputes, but if a final resolution is not obtained within thirty (30) days after the Owner has submitted any Objections Statements, any remaining matters which are in dispute will be resolved by an independent third party auditor with experience in the industry of the Company mutually agreed upon by Owner and the Purchaser (the “Auditor”). The Auditor will prepare and deliver a written report to the Purchaser and the Owner and will submit a proposed resolution of such unresolved disputes promptly, but in any event within thirty (30) days after the dispute is submitted to the Auditor. The Auditor’s determination of such unresolved disputes will be final and binding upon all parties; provided, however, that no such determination will be any more favorable to the Purchaser than is set forth in the Post-First Closing Net Working Capital Calculation or any more favorable to the Owner than is proposed in the Objections Statement”) setting forth Buyer. The costs, expenses, and fees of the Auditor will be allocated between the Purchaser, on the one hand, and the Owner, on the other hand, pro-rata based upon the difference between each such party’s calculation of the Sweden Final Net Working Capital as of Amount from the Closing, based on such Sweden Closing Balance Sheet and calculated on a basis consistent with Schedule B (the “Sweden Closing Net Working Capital”) and (iii) the sum of the Norway Closing Final Net Working Capital and Amount as determined by the Sweden Closing Auditor under this Section 2.06(d), which, if determined by the Auditor to be in excess of the Maximum Net Working Capital Amount, shall be deemed to be equal to the Maximum Net Working Capital Amount. The final Post-First Closing Calculation, however determined pursuant to this Section 2.06(d), will be final and binding on the parties. (e) Subject to the Maximum Net Working Capital Amount, if the Final Net Working Capital Amount is greater than the Estimated Net Working Capital Amount (such difference, the “Closing Net Working CapitalPositive Adjustment Amount”)., then promptly (but in any event within ten

Net Working Capital Adjustment. (a) At least two three (23) Business Days prior to the Closing Date, Seller the Company shall prepare and deliver to Buyer the Purchaser a certificate statement of an executive officer of Seller (the “Estimated Net Working Capital Statement”) that sets forth Seller’s good its good-faith estimate of each of (x) the Norway Company’s Net Working Capital and (y) calculated consistently with the Sweden Target Net Working Capital, in each caseusing the same accounting methods, policies, practices, procedures or estimation methods as those used for the purpose of determining the Target Net Working Capital) as of the Closing, together with a calculation close of business on the sum of day immediately prior to the estimated Norway Net Working Capital and estimated Sweden Net Working Capital Closing Date (such sum, the “Estimated Closing Net Working Capital”) based on the Company’s books and records and other information then available and (y) the Net Tax Amount (the “Closing Net Tax Amount”). At the ClosingClosing and calculated on a basis consistent with the Net Working Capital Schedule: (i) if the Estimated Closing Net Working Capital is less than the sum of (A) the Norway Target Net Working Capital and (B) the Sweden Target Net Working Capital, the Base Purchase Transaction Price shall be decreased reduced by an amount equal to such deficiency; and (ii) if the Estimated Closing Net Working Capital exceeds the sum of (A) the Norway Target Net Working Capital and (B) the Sweden Target Net Working Capital, the Base Purchase Transaction Price shall be increased by an amount equal to such excess. (b) Except as may otherwise be agreed by the parties, as As promptly as practicablepracticable after the Closing, but in no event later than sixty (60) days after the Closing Date, Buyer the Purchaser shall in good faith prepare and deliver to Seller the Representative (i)(A) an unaudited consolidated balance sheet on behalf of the Norway Stockholders and Optionholders) a statement of Net Working Capital of the Company as of the close of business on the day immediately prior to the Closing Date (the “Statement”), which shall be prepared in accordance with GAAP (except for the absence of notes) (the “Norway Closing Balance Sheet”), and (B) a statement (the “Norway Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Norway Net Working Capital as of the Closing, based on such Norway Closing Balance Sheet and calculated on a basis consistent with Schedule A (the “Norway Closing Net Working Capital”), (ii)(A) an unaudited consolidated balance sheet of the Sweden Company and the Sweden Subsidiary as of the Closing prepared in accordance with GAAP (except for the absence of notes) (the “Sweden Closing Balance Sheet”), and (B) a statement (the “Sweden Closing Net Working Capital Statement” and together with the Norway Closing Net Working Capital Statement, the “Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Sweden Net Working Capital as of the Closing, based on such Sweden Closing Balance Sheet and calculated on a basis consistent with Schedule B (the “Sweden Closing Net Working Capital”) and (iii) the sum of the Norway Closing Net Working Capital and the Sweden Closing Net Working Capital (the “Closing Net Working Capital”). (c) The post-Closing purchase price adjustment as set forth in this Section 3.03 is not intended to permit the introduction of different accounting methods, policies, practices, procedures or estimation methods for the purpose of determining the amount of the Closing Net Working Capital from those used in determining the amount of the Target Net Working Capital, it being the intent of the parties hereto that the Closing Net Working Capital shall be and will be calculated consistently with the Target Net Working Capital in order to allow a meaningful comparison of the Closing Net Working Capital to the Target Net Working Capital. Notwithstanding anything else in this Agreement to the contrary, (i) to the extent that the Statement corrects an error or an inconsistency, or noncompliance with an accounting procedure that was used in the calculation of the Target Net Working Capital, then either the Closing Net Working Capital or Target Net Working Capital shall be reduced or increased as a result of such error, inconsistency or noncompliance, as appropriate, to reflect such error, inconsistency or noncompliance, and (ii) if the same item would be reflected differently on the Statement than in the calculations of the Target Net Working Capital set forth on the Net Working Capital Schedule, the parties hereto will equitably adjust the calculation of either the Closing Net Working Capital or Target Net Working Capital so as to result in consistent treatment. (d) The Surviving Corporation and the Purchaser shall (i) permit the Representative and its representatives to have full access to the books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) pertaining to or used in connection with the preparation of the Statement and provide the Representative with copies thereof (as reasonably requested by the Representative) and (ii) provide the Representative and its representatives full access to the Purchaser’s and the Surviving Corporation’s employees and accountants as reasonably requested by the Representative (including making the Surviving Corporation’s chief financial officer and accountants available to respond to reasonable written or oral inquiries of the Representative or its representatives) with respect to the Statement or the matters set forth therein. If the Representative disagrees with any part of the Purchaser’s calculation of the Closing Net Working Capital as set forth on the Statement, the Representative shall, within sixty (60) days after the Representative’s receipt of the Statement, notify the Purchaser in writing of such disagreement by setting forth the Representative’s calculation of the Closing Net Working Capital and describing in reasonable detail the basis for such disagreement (an “Objection Notice”). If an Objection Notice is delivered to the Purchaser, then the Purchaser and the Representative shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Net Working Capital. In the event that the Purchaser and the Representative are unable to resolve all such disagreements within thirty (30) days after the Purchaser’s receipt of such Objection Notice, the Purchaser and the Representative shall submit such remaining disagreements to Deloitte LLP, or a nationally-recognized valuation or consulting firm as is acceptable to the Purchaser and the Representative (the “Valuation Firm”). (e) The Purchaser and the Representative shall use commercially reasonable efforts to cause the Valuation Firm to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital as soon as practicable, but in any event shall direct the Valuation Firm to render a reasoned written determination within sixty (60) days after its retention. The Valuation Firm shall consider only those items and amounts in the Surviving Corporation’s certified public accountants’ and the Representative’s respective calculations of the Closing Net Working Capital that are identified as being items and amounts to which the Surviving Corporation’s certified public accountants and the Representative have been unable to agree. In resolving any disputed item, the Valuation Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Valuation Firm’s determination of the Closing Net Working Capital shall be based solely on written materials submitted by the Purchaser and the Representative (i.e., not on independent review) and on the definition of “Net Working Capital” included herein. The determination of the Valuation Firm shall be conclusive and binding upon the parties hereto and shall not be subject to appeal or further review. (f) The costs and expenses of the Valuation Firm in determining the Closing Net Working Capital shall be borne by the Purchaser, on the one hand, and the Representative (on behalf of the Stockholders and the Optionholders), on the other hand, based upon the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by such party. For example, if the Purchaser claims the Closing Net Working Capital is $1,000 less than the amount determined by the Representative, and the Representative contests only $500 of the amount claimed by the Purchaser, and if the Valuation Firm ultimately resolves the dispute by awarding the Purchaser $300 of the $500 contested, then the costs and expenses of the Valuation Firm will be allocated sixty percent (60%) (i.e., 300 ÷ 500) to the Representative (on behalf of the Stockholders and Optionholders) and forty percent (40%) (i.e., 200 ÷ 500) to the Purchaser. In connection with its determination of Closing Net Working Capital, the Valuation Firm shall, pursuant to the terms of this Section 3.03(f), also determine the allocation of its fees and expenses between the Purchaser and the Representative (on behalf of the Stockholders and the Optionholders), which such determination shall be conclusive and binding upon the parties hereto. (g) Within five (5) Business Days after the Closing Net Working Capital is finally determined pursuant to this Section 3.03: (i) if the Closing Net Working Capital is less than the Estimated Closing Net Working Capital, the Purchaser and the Representative shall cause the Escrow Agent (i) to pay to the Purchaser from the Adjustment Escrow Funds an amount (which in no case shall exceed the amount of the Adjustment Escrow Funds) equal to such deficiency, (ii) to pay to the Purchaser from the General Escrow Funds an amount (if any) (which in no case shall exceed the amount of the General Escrow Funds) equal to the amount by which such deficiency exceeds the amount paid to the Purchaser pursuant to clause (i) above and (iii) to pay to the Representative (on behalf of the Stockholders and the Optionholders) the amount (if any) by which the amount of the Adjustment Escrow Funds is greater than such deficiency; and (ii) if the Closing Net Working Capital is greater than the Estimated Closing Net Working Capital, the Purchaser shall pay to the Representative (on behalf of the Stockholders and Optionholders) an amount (the “Company Adjustment Amount”) equal to such excess. Any payment to be made pursuant to this Section 3.03(g) (the “Purchase Price Adjustments”) shall include interest on the excess or deficiency, as applicable, at a rate per annum equal to the prime rate of interest reported from time to time in The Wall Street Journal, calculated on the basis of the actual number of days elapsed over three hundred sixty (360), from the Closing Date to the date of payment. All Purchase Price Adjustments, other than payments of stated interest, shall (x) be treated by all parties for tax purposes as adjustments to the Transaction Price and (y) be made by wire transfer of immediately available funds to the account(s) designated by the Purchaser or the Representative, as applicable. The payments described in Section 3.03(g)(i) shall be the sole and exclusive remedy of the Purchaser for any and all claims arising under this Agreement with respect to this Section 3.03.

Net Working Capital Adjustment. (a) At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a certificate of an executive officer of Seller (the “Estimated Net Working Capital Statement”) that sets forth Seller’s good faith estimate of each of (x) the Norway Net Working Capital and (y) the Sweden Net Working Capital, in each case, as of the Closing, together with a calculation of the sum of the estimated Norway Net Working Capital and estimated Sweden Net Working Capital (such sum, the “Estimated Closing Net Working Capital”). At the Closing: (i) if the Estimated Closing Net Working Capital is less than the sum of (A) the Norway Target Net Working Capital and (B) the Sweden Target Net Working Capital, the Base Purchase Price shall be decreased by an amount equal to such deficiency; and (ii) if the Estimated Closing Net Working Capital exceeds the sum of (A) the Norway Target Net Working Capital and (B) the Sweden Target Net Working Capital, the Base Purchase Price shall be increased by an amount equal to such excess. (b) Except as may otherwise be agreed by the parties, as promptly as practicable, but in no event later than sixty (60) days after the Closing Date, Buyer shall in good faith prepare and deliver to Seller (i)(A) an unaudited consolidated balance sheet of the Norway Company as of the Closing prepared in accordance with GAAP (except for the absence of notes) (the “Norway Closing Balance Sheet”), and (B) a statement (the “Norway Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Norway Net Working Capital as of the Closing, based on such Norway Closing Balance Sheet and calculated on a basis consistent with Schedule A (the “Norway Closing Net Working Capital”), (ii)(A) an unaudited consolidated balance sheet of the Sweden Company and the Sweden Subsidiary as of the Closing prepared in accordance with GAAP (except for the absence of notes) (the “Sweden Closing Balance Sheet”), and (B) a statement (the “Sweden Closing Net Working Capital Statement” and together with the Norway Closing Net Working Capital Statement, the “Closing Net Working Capital Statement”) setting forth Buyer’s calculation of the Sweden Net Working Capital as of the Closing, based on such Sweden Closing Balance Sheet and calculated on a basis consistent with Schedule B (the “Sweden Closing Net Working Capital”) and (iii) the sum of the Norway Closing Net Working Capital and the Sweden Closing Net Working Capital (the “Closing Net Working Capital”). (c) Without prejudice to any of Buyer’s rights hereunder, following the Closing, in the event that Buyer believes in good faith that Closing Net Working Capital is greater or lesser than the Estimated Closing Net Working Capital, the following provisions will apply: (i) Buyer shall, and shall cause the Nordic Companies to, permit Seller and its Representatives to have reasonable access to the books, records and other documents (including work papers) pertaining to or used in connection with preparation of the Closing Net Working Capital Statement (including the Norway Closing Balance Sheet, the Sweden Closing Balance Sheet, the Norway Closing Net Working Capital and the Sweden Closing Net Working Capital) and provide Seller with copies thereof (as reasonably requested by Seller). If Seller disagrees with Buyer’s calculation of either the Norway Closing Net Working Capital or the Sweden Closing Net Working Capital as set forth on the Norway Closing Balance Sheet or the Sweden Closing Balance Sheet, as applicable, Seller shall, within thirty (30) days after Seller’s receipt of the Closing Net Working Capital Statement, notify Buyer in writing of such disagreement by setting forth Seller’s calculation of the Norway Closing Net Working Capital or Sweden Closing Net Working Capital, as applicable, and describing in reasonable detail the basis for such disagreement (an “Objection Notice”). If no Objection Notice is delivered on or prior to the thirtieth (30th) day after Seller’s receipt of the Norway Closing Balance Sheet and the Sweden Closing Balance Sheet, Buyer’s calculation of the Closing Net Working Capital shall be deemed to be binding on the parties hereto. If an Objection Notice is timely delivered to Buyer, then Buyer and Seller shall negotiate in good faith to resolve their disagreements with respect to the computation of the Closing Net Working Capital. In the event that Buyer and Seller are unable to resolve all such disagreements within fifteen (15) days after Buyer’s receipt of such Objection Notice, Buyer and Seller shall submit such remaining disagreements to an independent, nationally recognized accounting firm mutually acceptable to Buyer and Seller (the “Auditor”) for resolution. (ii) Buyer and Seller shall use their respective reasonable efforts to cause the Auditor to resolve all remaining disagreements with respect to the computation of the Closing Net Working Capital as soon as practicable, but in any event shall direct the Auditor to render a determination within forty-five (45) days after its retention. The Auditor shall consider only those items and amounts in Buyer’s and Seller’s respective calculations of the Closing Net Working Capital that are identified as being items and amounts to which Buyer and Seller have been unable to agree on. In resolving any disputed item, the Auditor shall act as an expert and not as an arbitrator and the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. The Auditor’s determination of the Closing Net Working Capital shall not be limited to the materials submitted by Buyer and Seller but may include any relevant accounting literature or guidance, and shall be based on the definition of “Norway Net Working Capital” and “Sweden Net Working Capital” included herein. The determination of the Auditor shall be conclusive and binding upon the parties hereto. (iii) The costs and expenses of the Auditor in determining the Closing Net Working Capital shall be borne equally by Buyer and Seller. (iv) Within five (5) Business Days after the Closing Net Working Capital is finally determined pursuant to this Section 2.3(c), if the Closing Net Working Capital is less than the Estimated Closing Net Working Capital, Seller shall pay to Buyer an amount equal to such deficiency; or if the Closing Net Working Capital is greater than the Estimated Closing Net Working Capital, Buyer shall pay to Seller an amount equal to such excess, which payment shall be made by wire transfer of immediately available funds to the account designated by Buyer or Seller, as applicable. (v) All payments made pursuant to this Section 2.3(c) shall have the nature of adjustments to the Closing Purchase Price and shall be treated accordingly by all parties hereto (and all of their Affiliates) for all Tax purposes to the maximum extent permitted by applicable Law.