Common use of Net Working Capital Adjustments Clause in Contracts

Net Working Capital Adjustments. (a) At the Closing, Sellers shall cause Aurora Communications to deliver to Buyer its good faith estimate of the Net Working Capital of the Companies as of the Closing Date (which may be positive or negative) (the "Estimated Closing Net Working Capital"), together with a reasonably detailed explanation of the calculation thereof. If the Estimated Closing Net Working Capital is less than zero, then the difference between zero and the Estimated Closing Net Working Capital shall be deducted from the Cash Consideration payable to Sellers at the Closing according to their respective Cash Percentages. If the Estimated Closing Net Working Capital is greater than zero, Buyer shall pay the difference between the Estimated Net Working Capital and zero (the "Estimated NWC Payment Amount") to Sellers at the Closing according to their respective Cash Percentages. (b) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereafter, Buyer shall (i) cause the Companies to prepare (x) a consolidated pro forma balance sheet of the Companies as of the Closing Date (the "Closing Balance Sheet") and (y) a calculation of the Net Working Capital as reflected on the Closing Balance Sheet (the "Closing Net Working Capital"), (ii) cause the Closing Balance Sheet and the calculation of Closing Net Working Capital to be audited by Xxxxx Xxxxxxxx LLP ("GT"), and (iii) deliver the Closing Balance Sheet and the calculation of Closing Net Working Capital, together with the audit letter of GT, to the Sellers' Agent. The Closing Balance Sheet shall be prepared in accordance with Generally Accepted Accounting Principles and on a basis consistent with the preparation of the historical consolidated financial statements of the Companies and shall fairly present the consolidated financial position of the Companies as of the Closing. (c) Upon delivery of the Closing Balance Sheet, Buyer shall cause the Companies to provide Sellers' Agent full access to the books and records of the Companies to the extent reasonably related to its evaluations of the Closing Balance Sheet and the calculation of the Closing Net Working Capital. If Sellers' Agent shall disagree with the calculation of the Closing Net Working Capital, it shall notify Buyer of such disagreement in writing, in reasonable detail (in light of the information then available to Sellers' Agent), within thirty (30) days after its receipt of the Closing Balance Sheet. In the event Sellers' Agent does not provide such a notice of disagreement within such thirty (30) day period, Sellers' Agent and Sellers shall be deemed to have accepted the Closing Balance Sheet and the calculation of the Closing Net Working Capital delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Sellers' Agent, Buyer and Sellers' Agent shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Closing Net Working Capital. If, at the end of such period, they are unable to resolve such disagreements, then Ernst & Young LLP or such other independent accounting firm among the "Big Five" as may be mutually selected by Sellers' Agent and Buyer (the "Auditor") shall resolve any remaining disagreements. The Auditor shall advise the parties in writing as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Auditor, based solely on written submissions forwarded by Buyer and Sellers' Agent to the Auditor within ten (10) Business Days following the Auditor's selection, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this Section 2.6 and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent, if any, the Closing Net Working Capital determination requires adjustment. The fees and expenses of the Auditor shall be paid one-half by Buyer and one-half by Sellers' Agent on behalf of Sellers. The determination of the Auditor shall be final, conclusive and binding on the parties. (d) In the event that the Closing Net Working Capital as finally determined pursuant to Section 2.6(c) is: (i) At least $50,000 greater than the Estimated Closing Net Working Capital, Buyer shall promptly pay the difference between the Closing Net Working Capital and the Estimated Closing Net Working Capital (the "Closing NWC Payment Amount") to Sellers according to their respective Cash Percentages; or (ii) At least $50,000 less than the Estimated Closing Net Working Capital, Sellers (or Sellers' Agent on Sellers' behalf) shall promptly pay the difference between the Estimated Net Working Capital and the Closing Net Working Capital to Buyer, with each Seller to pay such Seller's Cash Percentage of such difference. (e) Any amount payable by Buyer or Sellers pursuant to this Section 2.6 shall be paid by wire transfer of immediately available funds according to the wire instructions of the payee or payees set forth in Exhibit A, with each Seller to pay or be paid, as the case may be, such Seller's Cash Percentage of such amount.

Net Working Capital Adjustments. (a) At Not less than seventy-five (75) days following the ClosingEffective Time, Sellers Macrovision shall cause Aurora Communications to deliver to Buyer its good faith estimate of the Net Working Capital of the Companies as of the Closing Date (which may be positive or negative) (the "Estimated Closing Net Working Capital"), together with Representative a reasonably detailed explanation of the calculation thereof. If the Estimated Closing Net Working Capital is less than zero, then the difference between zero and the Estimated Closing Net Working Capital shall be deducted from the Cash Consideration payable to Sellers at the Closing according to their respective Cash Percentages. If the Estimated Closing Net Working Capital is greater than zero, Buyer shall pay the difference between the Estimated Net Working Capital and zero (the "Estimated NWC Payment Amount") to Sellers at the Closing according to their respective Cash Percentages. (b) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereafter, Buyer shall (i) cause the Companies to prepare (x) a consolidated pro forma balance sheet of the Companies Company as of the close of business on the Closing Date (the "Closing Balance Sheet") and (y) a calculation of the Net Working Capital as reflected on the Closing Balance Sheet (the "Closing Net Working Capital"), (ii) cause the Closing Balance Sheet and the calculation of Closing Net Working Capital to be audited by Xxxxx Xxxxxxxx LLP Adjustment ("GT"the “Closing Date Statement”), and (iii) deliver the Closing Balance Sheet and the calculation of Closing Net Working Capital, together with the audit letter of GT, to the Sellers' Agent. The Closing Balance Sheet Date Statement shall be prepared in accordance with Generally Accepted Accounting Principles the same manner and on a consistent basis consistent (including the basis of calculation of individual line items and the determination of allowances and reserves) with the preparation of Company’s past practice and Annex 1 and in accordance with the historical consolidated financial statements of Company’s books and records and in a manner that fairly and accurately reflects the Companies Company’s assets and shall fairly present the consolidated financial position of the Companies liabilities as of the ClosingClosing Date. (b) Following the delivery by Macrovision of the Closing Date Statement, the Representative and its representatives shall be given all such access as they may reasonably require during Macrovision’s normal business hours (or such other times as the parties may agree) to those books and records of the Company in the possession of, and/or under the control of, Macrovision and/or the Acquired Companies, and access to such personnel or representatives of the Company and Macrovision as they may reasonably require for the purposes of resolving any disputes or responding to any matters or inquiries raised concerning the Closing Date Statement and/or the calculation of the Net Working Capital Adjustment. (c) Upon The Representative shall have thirty (30) days following the date of delivery by Macrovision to the Representative of the Closing Balance Sheet, Buyer shall cause the Companies Date Statement to provide Sellers' Agent full access Macrovision with a written certificate confirming that the Net Working Capital Adjustment as proposed by Macrovision is acceptable (the “Confirmation Certificate”) or notifying Macrovision in writing of any good faith reasonable objections to the books and records of the Companies to the extent reasonably related to its evaluations of the Closing Balance Sheet and the calculation of the Closing Net Working CapitalCapital Adjustment as proposed by Macrovision (a “Balance Sheet Dispute Notice”) setting forth a reasonably specific and detailed description of such objections. If Sellers' Agent a Confirmation Certificate is delivered by the Representative pursuant to this Section 2.2(c), the Net Working Capital Adjustment proposed by Macrovision shall disagree with be binding on the parties to this Agreement and the Company Stockholders. (d) If the Representative shall object to the Closing Date Statement or Macrovision’s calculation of the Closing Net Working CapitalCapital Adjustment as reflected in a Balance Sheet Dispute Notice, it a representative of Macrovision, on the one hand, and the Representative, on the other, shall notify Buyer of attempt in good faith to resolve any such disagreement in writing, in reasonable detail (in light of the information then available to Sellers' Agent), objection within thirty (30) days after its receipt of the Closing Balance Sheet. In receipt by Macrovision of such notice. (e) If Macrovision and the event Sellers' Agent does not provide Representative shall be unable to resolve any such a notice of disagreement dispute within such thirty (30) day period, Sellers' Agent Macrovision and Sellers the Representative (either together or separately) shall be deemed entitled to have accepted submit the Closing Balance Sheet and dispute to the calculation Independent Accounting Firm. Each of the Closing Net Working Capital delivered by Buyerparties to this Agreement shall, and shall cause their respective officers, directors, employees, and representatives to, provide full cooperation to the Independent Accounting Firm. The Independent Accounting Firm shall (i) consider only those matters as to which shall there is a dispute between the parties, (ii) be final, binding and conclusive for all purposes hereunder. In the event instructed to reach its conclusions regarding any such notice of disagreement is timely provided by Sellers' Agent, Buyer and Sellers' Agent shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Closing Net Working Capital. If, at the end of such period, they are unable to resolve such disagreements, then Ernst & Young LLP or such other independent accounting firm among the "Big Five" as may be mutually selected by Sellers' Agent and Buyer (the "Auditor") shall resolve any remaining disagreements. The Auditor shall advise the parties in writing as promptly as practicable, but in any event dispute within thirty (30) days after its appointment and provide a written explanation of its decision. In the date on which event that Macrovision and the Representative shall submit any dispute to an Independent Accounting Firm, each such dispute is referred party may submit a “position paper” to the Auditor, based solely on written submissions forwarded by Buyer and Sellers' Agent to Independent Accounting Firm setting forth the Auditor within ten (10) Business Days following the Auditor's selection, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this Section 2.6 and (only position of such party with respect to the remaining disagreements submitted such dispute, to be considered by such Independent Accounting Firm as it deems fit. All fees and expenses relating to the Auditor) whether engagement of the Independent Accounting Firm shall be borne 50% by Macrovision and to what extent, if any, 50% by the Closing Net Working Capital determination requires adjustmentCompany Stockholders. The fees and expenses for which the Company Stockholders are responsible hereunder (the “Stockholder Expenses”) shall constitute “Damages” for purposes of Article IX and shall be withdrawn by Macrovision from the Escrow Account, without regard to the Threshold Amount, but shall not count for purposes of determining whether Damages have exceeded the Threshold Amount. (f) If the Representative does not deliver a Balance Sheet Dispute Notice in accordance with the procedures set forth in Section 2.2(c) above (i.e., within the thirty (30) day period specified therein), the Closing Date Statement (together with Macrovision’s calculation of the Auditor Net Working Capital Adjustment) shall be paid one-half deemed to have been accepted by Buyer and one-half by Sellers' Agent on behalf of Sellers. The determination all of the Auditor parties to this Agreement and the Company Stockholders and such calculation of the Net Working Capital Adjustment shall be final, conclusive and binding on the parties. (d) parties for all purposes hereof. In the event that the Representative delivers a Balance Sheet Dispute Notice in accordance with the provisions above and Macrovision and the Representative are able to resolve such dispute by mutual agreement, the Closing Date Statement, together with the calculation of the Net Working Capital Adjustment, as finally determined pursuant modified by the mutual agreement of such parties, shall be deemed to have been accepted by all of the parties to this Agreement and the Company Stockholders and such revised calculation of the Net Working Capital Adjustment shall be binding on the parties for all purposes hereof. In the event that the Representative delivers a Balance Sheet Dispute Notice in accordance with the provisions set forth above and Macrovision and the Representative are unable to resolve such dispute by mutual agreement, the determination of the Independent Accounting Firm shall be final and binding on the parties and the Company Stockholders, and the Closing Date Statement, together with the calculation of the Net Working Capital Adjustment, as modified by the report of the Independent Accounting Firm, shall be deemed to have been accepted by all of the parties to this Agreement and the Company Stockholders and such revised calculation of the Net Working Capital Adjustment shall be final and binding on the parties and the Company Stockholders for all purposes hereof. The provisions of Section 2.6(c9.10 shall apply to any and all acts by the Representative in connection with this Section 2.2. (g) is: Within five (5) business days after the determination the Net Working Capital Adjustment become final and binding, either (i) At least $50,000 greater than Macrovision shall pay to the Estimated Closing Net Working Capital, Buyer shall promptly pay Exchange Agent (if the difference between the Closing Net Working Capital and Adjustment reflects an increase in the Estimated Closing Total Consideration) an amount equal to such increase for payment by the Exchange Agent to the Company Stockholders in accordance with the Spreadsheet, or (ii) the Escrow Agent shall be instructed to pay to Macrovision out of the Escrow Account, on behalf of the Company Stockholders (if the Net Working Capital Adjustment reflects a decrease in the Total Consideration) an amount equal to such decrease, in each case of clause (the "Closing NWC Payment Amount"i) to Sellers according to their respective Cash Percentages; or and clause (ii) At least $50,000 less than the Estimated Closing Net Working Capital), Sellers (or Sellers' Agent on Sellers' behalf) shall promptly pay the difference between the Estimated Net Working Capital plus interest thereon from and including the Closing Net Working Capital Date through the date of payment at the Prime Rate for the period from the Closing Date to Buyer, with each Seller to pay such Seller's Cash Percentage the date of such difference. (e) Any amount payable by Buyer or Sellers pursuant to this Section 2.6 payment and shall be paid calculated on the basis of a year of three hundred and sixty (360) days. Any such payments shall be made by wire transfer of immediately available funds according no later than one (1) business day prior to the wire instructions payment date. (h) No matter that gives rise to an adjustment under this Section 2.2 shall be the subject of or eligible for a claim by Macrovision for indemnification under Article IX for the payee or payees set forth in Exhibit A, with each Seller to pay or be paid, as the case may be, such Seller's Cash Percentage amount of such amountadjustment.

Net Working Capital Adjustments. Section 2.4.1 The Company has delivered to Parent: (a) At an estimated balance sheet of the Closing, Sellers shall cause Aurora Communications Company (the “Closing Balance Sheet”) immediately prior to deliver to Buyer the close of business on the date of the Closing (the “Closing Date”) and (b) a written statement setting forth its good faith estimate of the Net Working Capital immediately prior to the close of business on the Closing Date (the “Estimated Net Working Capital”) determined without giving effect to the consummation of the Companies Merger or any financing transactions in connection therewith. The Closing Balance Sheet shall be the Company’s good faith estimate of its balance sheet immediately prior to the close of business on the Closing Date based on the Company’s review of financial information then reasonably available and inquiries of personnel responsible for the preparation of the Audited Company Financial Statements. Section 2.4.2 If the Estimated Net Working Capital is less than negative $1.0 million (the “Target Net Working Capital”), the Merger Consideration to be paid upon the Closing shall be decreased on a dollar-for-dollar basis by the difference between the Target Net Working Capital and the Estimated Net Working Capital. Section 2.4.3 As soon as reasonably practicable following the Closing, and in any event within ninety (90) calendar days thereof, Parent shall prepare and deliver to the Stockholders’ Representative a written computation of Parent’s calculation of Net Working Capital (“Closing Net Working Capital”) as of the Closing Date (which may determined as of the close of business immediately prior to such date). Following delivery by Parent of its calculation of Closing Net Working Capital and until final determination of any adjustment to the Estimated Net Working Capital pursuant to this Section 2.4.3, the Stockholders’ Representative shall be positive entitled to have reasonable access to and review the work papers, trial balances and other documents utilized or negative) (the "Estimated compiled by Parent or any of their respective officers, directors, employees, counsel, accountants, advisors, representatives and agents in preparation of Parent’s calculation of Closing Net Working Capital"), together with a reasonably detailed explanation . Section 2.4.4 The Stockholders’ Representative shall have thirty (30) days after receiving Parent’s calculation of Closing Net Working Capital in which to deliver written notice of objection thereto to Parent setting forth in reasonable detail the basis of the objections. Failure to object in writing within such 30-day period shall constitute the Stockholders’ Representative’s final and binding acceptance of Parent’s calculation thereofof Closing Net Working Capital. The Stockholders’ Representative and Parent shall in good faith attempt jointly to resolve any disputed objection so raised by the Stockholders’ Representative with respect to Parent’s calculation of Closing Net Working Capital within 30 days after Parent’s receipt of the notice of such objection from the Stockholders’ Representative. If Parent and the Estimated Stockholders’ Representative cannot resolve all such objections within such 30-day period, the parties shall select a mutually acceptable nationally recognized accounting firm (the “Auditor”) that is independent from, and has not been retained as the principal audit firm in the prior three (3) years by, the Company, the Selling Stockholders, or Parent, to resolve the remaining issues. The parties agree to jointly instruct the Auditor that it may not determine an amount of Net Working Capital in excess of that claimed by the Stockholders’ Representative or less than that claimed by Parent. The Auditor’s fees and expenses shall be paid by Parent if the amount of Net Working Capital determined by the Auditor is more than that claimed by Parent, and by the Selling Stockholders if the amount of Net Working Capital determined by the Auditor is less than that claimed by the Stockholders’ Representative. The parties shall use their reasonable best efforts to cause the Auditor to make its determination as promptly as possible and in any event within 60 days after the Auditor has been retained, including, without limitation, by promptly complying with all reasonable requests for information, books, records and similar items. Each of Parent and the Stockholders’ Representative will be afforded the opportunity to present to the Auditor any materials related to the determination and to discuss the determination with the Auditor. The determination of the Auditor will be conclusive and binding on the parties and shall be reflected in a final Closing Net Working Capital approved or prepared by the Auditor. Section 2.4.5 If, upon final determination of the Closing Net Working Capital pursuant to this Section 2.4, the Closing Net Working Capital is less than zero, then both the difference between zero Target Net Working Capital and the Estimated Net Working Capital, then Parent and the Stockholders’ Representative shall execute written instructions to the Escrow Agent instructing the Escrow Agent to disburse the following amount, which amount the Escrow Agent shall pay to Parent out of the Escrow Funds pursuant to and in accordance with the Escrow Agreement: Section 2.4.5.1 if the Estimated Net Working Capital is less than the Target Net Working Capital, the amount by which Closing Net Working Capital shall be deducted from the Cash Consideration payable to Sellers at the Closing according to their respective Cash Percentages. If is less than the Estimated Closing Net Working Capital; or Section 2.4.5.2 if the Estimated Net Working Capital is greater than zero, Buyer shall pay the difference between the Estimated Net Working Capital and zero (the "Estimated NWC Payment Amount") to Sellers at the Closing according to their respective Cash Percentages. (b) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereafter, Buyer shall (i) cause the Companies to prepare (x) a consolidated pro forma balance sheet of the Companies as of the Closing Date (the "Closing Balance Sheet") and (y) a calculation of the Net Working Capital as reflected on the Closing Balance Sheet (the "Closing Target Net Working Capital"), (ii) cause the Closing Balance Sheet and the calculation of amount by which Closing Net Working Capital to be audited by Xxxxx Xxxxxxxx LLP ("GT"), and (iii) deliver is less than the Closing Balance Sheet and the calculation of Closing Target Net Working Capital, together with the audit letter of GT, to the Sellers' Agent. The Closing Balance Sheet shall be prepared in accordance with Generally Accepted Accounting Principles and on a basis consistent with the preparation of the historical consolidated financial statements of the Companies and shall fairly present the consolidated financial position of the Companies as of the Closing. (c) Upon delivery of the Closing Balance Sheet, Buyer shall cause the Companies to provide Sellers' Agent full access to the books and records of the Companies to the extent reasonably related to its evaluations of the Closing Balance Sheet and the calculation of the Closing Net Working Capital. If Sellers' Agent shall disagree with the calculation of the Closing Net Working Capital, it shall notify Buyer of such disagreement in writing, in reasonable detail (in light of the information then available to Sellers' Agent), within thirty (30) days after its receipt of the Closing Balance Sheet. In the event Sellers' Agent does not provide such a notice of disagreement within such thirty (30) day period, Sellers' Agent and Sellers shall be deemed to have accepted the Closing Balance Sheet and the calculation of the Closing Net Working Capital delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Sellers' Agent, Buyer and Sellers' Agent shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Closing Net Working Capital. If, at the end of such period, they are unable to resolve such disagreements, then Ernst & Young LLP or such other independent accounting firm among the "Big Five" as may be mutually selected by Sellers' Agent and Buyer (the "Auditor") shall resolve any remaining disagreements. The Auditor shall advise the parties in writing as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Auditor, based solely on written submissions forwarded by Buyer and Sellers' Agent to the Auditor within ten (10) Business Days following the Auditor's selection, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this Section 2.6 and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent, if any, the Closing Net Working Capital determination requires adjustment. The fees and expenses of the Auditor shall be paid one-half by Buyer and one-half by Sellers' Agent on behalf of Sellers. The determination of the Auditor shall be final, conclusive and binding on the parties. (d) In the event that the Closing Net Working Capital as finally determined pursuant to Section 2.6(c) is: (i) At least $50,000 greater than the Estimated Closing Net Working Capital, Buyer shall promptly pay the difference between the Closing Net Working Capital and the Estimated Closing Net Working Capital (the "Closing NWC Payment Amount") to Sellers according to their respective Cash Percentages; or (ii) At least $50,000 less than the Estimated Closing Net Working Capital, Sellers (or Sellers' Agent on Sellers' behalf) shall promptly pay the difference between the Estimated Net Working Capital and the Closing Net Working Capital to Buyer, with each Seller to pay such Seller's Cash Percentage of such difference. (e) Any amount payable by Buyer or Sellers pursuant to this Section 2.6 shall be paid by wire transfer of immediately available funds according to the wire instructions of the payee or payees set forth in Exhibit A, with each Seller to pay or be paid, as the case may be, such Seller's Cash Percentage of such amount.

Net Working Capital Adjustments. (a) At ARC and the Closing, Sellers FGI Shareholders shall cause Aurora Communications to deliver to Buyer its good faith estimate adjust (up or down) the cash portion of the Merger Consideration on the Closing Date based upon the extent to which the estimated Net Working Capital on the Closing Date is less than, or greater than, zero (the "Initial Net Working Capital Adjustment"). The cash portion of the Companies Merger Consideration shall be reduced (dollar for dollar) by the amount by which the estimated Net Working Capital, as so determined, is less than zero. The cash portion of the Merger Consideration shall be increased (dollar for dollar) by the amount by which the estimated Net Working Capital, as so determined, is greater than zero. (b) The Initial Net Working Capital Adjustment shall be calculated in accordance with GAAP and shall be based upon the entries in the balance sheets for FGI and the FGI Subsidiaries (other than the Excluded Entities) included in the latest available monthly financial statements delivered pursuant to Section 6.2(h). For purposes of illustration, Exhibit I sets forth a hypothetical Initial Net Working Capital Adjustment using the balance sheets included in the Most Recent Financial Statements. The methodology for calculating the Initial Net Working Capital Adjustment and for finally determining Net Working Capital as of the Closing Date (which may be positive or negative) (the "Estimated Closing Net Working Capital"), together with a reasonably detailed explanation of the calculation thereof. If the Estimated Closing Net Working Capital is less than zero, then the difference between zero and the Estimated Closing Net Working Capital shall be deducted from the Cash Consideration payable to Sellers at the Closing according to their respective Cash Percentages. If the Estimated Closing Net Working Capital is greater than zero, Buyer shall pay the difference between the Estimated Net Working Capital and zero (the "Estimated NWC Payment Amount") to Sellers at the Closing according to their respective Cash Percentages.consistent with that shown on Exhibit I. (bc) As soon as reasonably practicable following Within ninety (90) days of the Closing Date, ARC and in any event within sixty (60) calendar days thereafter, Buyer the FGI Shareholders shall (i) cause re-compute the Companies to prepare (x) a consolidated pro forma balance sheet amount of the Companies Net Working Capital as of the Closing Date (the "Closing Balance Sheet") and (y) a calculation of the Net Working Capital as reflected on the Closing Balance Sheet (the "Closing Net Working Capital"), (ii) cause the Closing Balance Sheet and the calculation of Closing Net Working Capital to be audited by Xxxxx Xxxxxxxx LLP ("GT"), and (iii) deliver the Closing Balance Sheet and the calculation of Closing Net Working Capital, together with the audit letter of GT, to the Sellers' Agent. The Closing Balance Sheet shall be prepared in accordance with Generally Accepted Accounting Principles the procedures and on a basis consistent with the preparation of the historical consolidated financial statements of the Companies and shall fairly present the consolidated financial position of the Companies as of the Closing. (c) Upon delivery of the Closing Balance Sheet, Buyer shall cause the Companies to provide Sellers' Agent full access to the books and records of the Companies to the extent reasonably related to its evaluations of the Closing Balance Sheet and the calculation of the Closing Net Working Capitalmethodologies set forth above. If Sellers' Agent shall disagree with the calculation of the Closing Net Working Capital, it shall notify Buyer of such disagreement in writing, in reasonable detail (in light of the information then available to Sellers' Agent), within Within thirty (30) days after its following receipt by the FGI Shareholders of such calculation, the parties shall settle any amounts owing as a result of such calculation. The FGI Shareholders, jointly and severally, shall pay to ARC the amount, if any, by which Net Working Capital as of the Closing Balance SheetDate is less than zero. In the event Sellers' Agent does not provide such a notice of disagreement within such thirty (30) day period, Sellers' Agent and Sellers shall be deemed to have accepted the Closing Balance Sheet and the calculation of the Closing Net Working Capital delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice of disagreement is timely provided by Sellers' Agent, Buyer and Sellers' Agent shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements with respect to the calculation of the Closing Net Working Capital. If, at the end of such period, they are unable to resolve such disagreements, then Ernst & Young LLP or such other independent accounting firm among the "Big Five" as may be mutually selected by Sellers' Agent and Buyer (the "Auditor") shall resolve any remaining disagreements. The Auditor shall advise the parties in writing as promptly as practicable, but in any event within thirty (30) days of the date on which such dispute is referred to the Auditor, based solely on written submissions forwarded by Buyer and Sellers' Agent to the Auditor within ten (10) Business Days following the Auditor's selection, whether the Closing Balance Sheet was prepared in accordance with the standards set forth in this Section 2.6 and (only with respect to the remaining disagreements submitted to the Auditor) whether and to what extent, if any, the Closing Net Working Capital determination requires adjustment. The fees and expenses of the Auditor shall be paid one-half by Buyer and one-half by Sellers' Agent on behalf of Sellers. The determination of the Auditor shall be final, conclusive and binding on the parties. (d) In the event that the Closing Net Working Capital as finally determined pursuant to Section 2.6(c) is: (i) At least $50,000 greater than the Estimated Closing Net Working Capital, Buyer shall promptly pay the difference between of the Closing Date exceeds zero, ARC shall pay to the FGI Shareholders the amount by which Net Working Capital and exceeds zero. Any amounts to be paid to the Estimated Closing Net Working Capital (the "Closing NWC Payment Amount") to Sellers according to their respective Cash Percentages; or (ii) At least $50,000 less than the Estimated Closing Net Working Capital, Sellers (or Sellers' Agent on Sellers' behalf) shall promptly pay the difference between the Estimated Net Working Capital and the Closing Net Working Capital to Buyer, with each Seller to pay such Seller's Cash Percentage of such difference. (e) Any amount payable by Buyer or Sellers FGI Shareholders pursuant to this Section 2.6 8.7(c) shall be paid to the FGI Shareholders based upon the percentages set forth on Schedule 3.1. Any such refund or payment shall be by wire transfer of immediately available funds according to a bank account designated by payee to payor or by such other method as to which ARC and the FGI Shareholders shall agree. (d) If, within ninety (90) days after the Closing Date, ARC and the FGI Shareholders are unable to agree on the amount of Net Working Capital as of the Closing Date, ARC and the FGI Shareholders shall each have the right to require that such disputed determinations be submitted to such independent certified public accounting firm as ARC and the FGI Shareholders may then mutually agree upon in writing, for computation or verification in accordance with the provisions of this Agreement and otherwise, where applicable, in accordance with GAAP. The foregoing provisions for certified public accounting firm review shall be specifically enforceable by the parties; the decision of such accounting firm shall be final and binding upon the parties; there shall be no right of appeal from such decision; and such accounting firm's fees and expenses for each disputed determination shall be borne by the party whose determination has been modified by such accounting firm's report or by both parties in proportion to the wire instructions of relative amount each party's determination has been modified. Any additional payments due under this Agreement shall bear interest until paid in full at the payee or payees set forth in Exhibit A, with each Seller to pay or be paid, as the case may be, such Seller's Cash Percentage of such amountApplicable Rate.

Net Working Capital Adjustments. (a) At the Not less than three days prior to Closing, Sellers the Company shall cause Aurora Communications to deliver to the Buyer its good faith estimate a balance sheet that has been prepared by the Company in accordance with GAAP applied on a consistent basis with the Company's historical financial statements(provided that such balance sheet shall be prepared taking into account the change in accounting for paid time off accrued by employees contemplated by Section 2.6 of the Disclosure Letter), which fairly estimates the Company's financial condition as of the Closing Date and which shall include a written calculation of the Closing Net Working Capital (the "Estimated Closing Balance Sheet"). (b) Based on the Estimated Closing Balance Sheet, the Initial Merger Consideration shall be increased (the "Closing Positive Adjustment Amount") or decreased (the "Closing Negative Adjustment Amount"), as the case may be, on a dollar-for-dollar basis by the amount by which the Closing Net Working Capital of the Companies Company derived from the Estimated Closing Balance Sheet is greater or less than $0. (c) Within sixty (60) calendar days after the Closing, Buyer shall, at Buyer's sole cost and expense, cause the Surviving Corporation to prepare and deliver to the Shareholder Representatives a balance sheet of the Surviving Corporation as of the Closing Date (without giving effect to the Merger) which may be positive or negative) (the "Estimated Closing Net Working Capital"), together with shall include a reasonably detailed explanation written calculation of the calculation thereof. If the Estimated Closing Net actual Adjusted Working Capital is less than zero, then the difference between zero and the Estimated Closing Net Working Capital shall be deducted from the Cash Consideration payable to Sellers at the Closing according to their respective Cash Percentages. If the Estimated Closing Net Working Capital is greater than zero, Buyer shall pay the difference between the Estimated Net Working Capital and zero (the "Estimated NWC Payment Amount") to Sellers at the Closing according to their respective Cash Percentages. (b) As soon as reasonably practicable following the Closing Date, and in any event within sixty (60) calendar days thereafter, Buyer shall (i) cause the Companies to prepare (x) a consolidated pro forma balance sheet of the Companies as of the Closing Date (collectively, the "Final Closing Balance Sheet") ). The Shareholder Representatives, or their designees, may observe the preparation of, and (y) a calculation of shall have access to such books and records as may be reasonably necessary to confirm the Net Working Capital as reflected on preparation of, the Final Closing Balance Sheet (the "Closing Net Working Capital"), (ii) cause the Closing Balance Sheet and the calculation of Closing Net Working Capital to be audited by Xxxxx Xxxxxxxx LLP ("GT"), and (iii) deliver the Closing Balance Sheet and the calculation of Closing Net Working Capital, together with the audit letter of GT, to the Sellers' AgentSheet. The Final Closing Balance Sheet shall be prepared in accordance with Generally Accepted Accounting Principles and GAAP applied on a consistent basis consistent with the preparation Company's historical financial statements (provided that such balance sheet shall be prepared taking into account the change in accounting for paid time off accrued by employees contemplated by Section 2.6 of the historical consolidated financial statements of the Companies and shall fairly present the consolidated financial position of the Companies Disclosure Letter) as of the Closingset forth on Exhibit 1.6(F). (cd) Upon delivery If the Shareholder Representatives dispute any amounts reflected on the Final Closing Balance Sheet as delivered by the Surviving Corporation, the Shareholder Representatives shall so notify Buyer in writing ("Notice of Dispute") not more than thirty (30) calendar days after the date the Shareholder Representatives receive the Final Closing Balance Sheet, Buyer shall cause the Companies to provide Sellers' Agent full access to the books and records of the Companies to the extent reasonably related to its evaluations of the Closing Balance Sheet and the calculation of the Closing Net Working Capital. If Sellers' Agent shall disagree with the calculation of the Closing Net Working Capital, it shall notify Buyer of such disagreement in writing, specifying in reasonable detail (in light the points of disagreement. If the information then available Shareholder Representatives fail to Sellers' Agent), within thirty (30) days after its receipt deliver a Notice of the Closing Balance Sheet. In the event Sellers' Agent does not provide such a notice of disagreement Dispute to Buyer within such thirty (30) day period, Sellers' Agent and Sellers the Shareholder Representatives shall be deemed to have accepted the Final Closing Balance Sheet and the calculation Sheet. Upon receipt of the Closing Net Working Capital delivered by Buyer, which shall be final, binding and conclusive for all purposes hereunder. In the event any such notice Notice of disagreement is timely provided by Sellers' AgentDispute, Buyer and Sellers' Agent shall use their reasonable best efforts for a period of thirty (30) days (or such longer period as they may mutually agree) to resolve any disagreements promptly consult with the Shareholder Representatives with respect to such points of disagreement in an effort to resolve the calculation dispute. If any such dispute cannot be resolved by Buyer and the Shareholder Representatives within ten (10) calendar days after Buyer receives the Notice of the Closing Net Working Capital. If, at the end of such periodDispute, they are unable shall refer the dispute to resolve such disagreements, then Ernst & Young LLP or such other independent a certified public accountant and partner at a national accounting firm among mutually agreeable by Buyer and the "Big Five" as may be mutually selected by Sellers' Agent and Buyer Shareholder Representatives (the "AuditorAccountant") shall resolve any remaining disagreements. The Auditor shall advise the parties in writing ), who will act as promptly an arbitrator to finally determine, as soon as practicable, but and in any event within thirty (30) calendar days after such reference, all points of the date on which such dispute is referred disagreement with respect to the Auditor, based solely on written submissions forwarded by Final Closing Balance Sheet. In the event that Buyer and Sellers' Agent the Shareholder Representatives cannot mutually agree on a partner at a national accounting firm each of Buyer and the Shareholder Representatives shall select a partner at a national accounting firm, who shall be compensated by the party appointing such partner at such national accounting firm, and those two partners shall jointly select a third partner at a national accounting firm to serve as the Auditor within ten (10) Business Days following the AuditorAccountant. For purposes of such arbitration, each party shall submit a proposed Final Closing Balance Sheet; Buyer's selection, whether the proposed Final Closing Balance Sheet was prepared need not be identical to the Final Closing Balance Sheet delivered pursuant to Section 1.6(c). The Accountant shall determine only those items in accordance with dispute and shall apply the standards accounting principles set forth in this Section 2.6 1.6 and (only with respect to shall otherwise conduct the remaining disagreements submitted to arbitration under such procedures as the Auditor) whether and to what extentparties may agree or, if anyfailing such agreement, under the Closing Net Working Capital determination requires adjustmentCommercial Rules of the American Arbitration Association. The fees and expenses of the Auditor arbitration and of the Accountant incurred in connection with the arbitration of the Final Closing Balance Sheet shall be paid one-half allocated between the parties by Buyer the Accountant in proportion to the extent either party did not prevail on items in dispute on the Final Closing Balance Sheet; provided, that such fees and one-half expenses shall not include, so long as a party complies with the procedures of this Section, the other party's outside counsel or accounting fees. All determinations by Sellers' Agent on behalf of Sellers. The determination of the Auditor Accountant shall be final, conclusive and binding on with respect to the parties. (d) In Final Closing Balance Sheet and the event that allocation of arbitration fees and expenses. The date upon which the Final Closing Net Working Capital as finally determined Balance Sheet is agreed to by the Parties pursuant to Section 2.6(c) is: (i) At least $50,000 greater than the Estimated Closing Net Working Capital, Buyer terms hereof shall promptly pay the difference between the Closing Net Working Capital and the Estimated Closing Net Working Capital (be referred to as the "Closing NWC Payment AmountFinal Balance Sheet Date.") to Sellers according to their respective Cash Percentages; or (ii) At least $50,000 less than the Estimated Closing Net Working Capital, Sellers (or Sellers' Agent on Sellers' behalf) shall promptly pay the difference between the Estimated Net Working Capital and the Closing Net Working Capital to Buyer, with each Seller to pay such Seller's Cash Percentage of such difference. (e) Any amount payable Based on the Final Closing Balance Sheet determined under Section 1.6(c) or, if necessary, by Buyer or Sellers pursuant to this the Accountant under Section 2.6 shall be paid by wire transfer of immediately available funds according to 1.6(d), the wire instructions of the payee or payees set forth in Exhibit A, with each Seller to pay or be paid, as the case may be, such Seller's Cash Percentage of such amount.aggregate Closing Consideration