Common use of Post-Closing Working Capital Adjustment Clause in Contracts

Post-Closing Working Capital Adjustment. (a) Within ninety (90) days following the Closing Date, ExamWorks shall prepare and deliver to the Stockholder Representative the Working Capital Schedule calculated in accordance with Schedule 3.9(a) and its calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the Closing. (b) The Stockholder Representative shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Working Capital Schedule and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative and its representatives in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable. Upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of ExamWorks and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties. (c) In the event ExamWorks and the Stockholder Representative are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, Xxxxx Xxxxxxxx or BDO Xxxxxxx (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Stockholder Representative has disagreed. The Accounting Referee’s determination of the Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Accounting Referee shall be shared equally between ExamWorks and the Stockholder Representative.

Post-Closing Working Capital Adjustment. The Base Purchase Price will be recalculated after the Closing based on a determination of the Closing Working Capital (as defined below) of the Companies as of the Closing Date and the Base Purchase Price, as so adjusted (including, if applicable, through resolution of any dispute as to the amount of any such adjustment as provided for in Sections 3.5 and 3.6 below) shall hereinafter be referred to as the “Closing Purchase Price”. Following the final determination of the Closing Purchase Price, the amounts, if any, required to be paid by Purchaser to Sellers or by Sellers to Purchaser shall be determined pursuant to Section 3.7. The post-closing adjustments to the Base Purchase Price for purposes of calculating the Closing Purchase Price shall be calculated as follows: (a) Within The Sellers shall, on the Closing Date, conduct a physical inventory of the Inventory (except for work in progress which will be handled as described below), including a one hundred percent (100%) count of all raw materials and finished goods. On the Closing Date, the Purchaser and the Sellers in the presence of their Representatives shall conduct a physical inventory of work in progress for jobs valued at $25,000 or more so that the parties can generally confirm the presence of items of Inventory constituting such work in progress. The work in progress as of the Closing Date will be recorded on the Company’s Closing Date Balance Sheet based on the quantities of Inventory (including work in progress) on hand (wherever located) and determined by the Purchaser and Sellers’ Representative as of the Closing Date. The Inventory will be valued consistent with the Company’s historical practices and in accordance with GAAP to reflect the value of such Inventory as of the Closing Date. Thereafter, as soon as practicable, but not later than the end of the ninety (90) days day period beginning on the first day following the Closing Date, ExamWorks shall Purchaser will prepare and deliver to Sellers’ Representative (i) a consolidated balance sheet of the Stockholder Representative Companies as of the Closing Date (the “Closing Balance Sheet”), (ii) a certificate, signed by the President of Purchaser, indicating the Working Capital Schedule calculated as of the Closing Date (the “Closing Working Capital”) (but without giving effect to the Closing), in each case in accordance with Schedule 3.9(aGAAP applied on a basis consistent with the historical practices of the Companies, and (iii) and its a recalculation of the Base Purchase Price based on the Purchaser’s calculation of the Closing Working Capital Surplus or Working Capital DeficitCapital. For purposes of this Agreement, if any, based thereonthe amount of the Base Purchase Price as recalculated by Purchaser pursuant to this Section 3.4(a) in connection with the determination of the Closing Purchase Price is referred to as the “Purchaser’s Closing Purchase Price”. ExamWorks The Inventory including the quantities of work in progress to be contained in the Closing Balance Sheet and to be used in calculating the Company agree that in preparing Closing Purchase Price shall be valued consistent with the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, Companies’ historical practices, procedures, classifications, estimation methodologies or reserves used by the Company in accordance with GAAP and valued as of the ClosingClosing Date. The aggregate out-of-pocket fees and expenses incurred by the Companies in connection with the preparation of the Estimated Closing Balance Sheet and the calculation of the Estimated Closing Working Capital shall be paid as Company Transaction Expenses. The aggregate out-of-pocket fees and expenses incurred in the preparation of the Closing Balance Sheet and the calculation of the Closing Working Capital shall be paid by Purchaser. (b) The Stockholder Representative shall have thirty (30) days following receipt Subject to Sections 3.5 and 3.6 of the Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Working Capital Schedule and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company to this Agreement: (i) assist If the Stockholder Representative in the review of the Closing Working Capital Schedule and provide exceeds the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Base Working Capital Schedule, and (y) employees of the Company who were directly responsible forby $350,000 or more, the preparation of Closing Purchase Price shall be equal to the Base Purchase Price, increased on a dollar ($1.00) for dollar ($1.00) basis by an amount equal to the amount by which the Closing Working Capital Schedule, in each case solely for purposes of their review of exceeds the Base Working Capital Schedule, and Capital; (ii) cooperate with If the Stockholder Representative and its representatives in connection with such reviewClosing Working Capital exceeds the Base Working Capital by less than $350,000, including providing the Closing Purchase Price shall be equal to the Base Purchase Price; (iii) If the Closing Working Capital is less than the Base Working Capital by $350,000 or more, the Closing Purchase Price shall be equal to the Base Purchase Price, reduced on a timely dollar ($1.00) for dollar ($1.00) basis all other material information necessary or useful in connection with by an amount equal to the review of amount by which the Base Working Capital Schedule as exceeds the Closing Working Capital; and (iv) If the Closing working Capital is reasonably requested less than the Base Working Capital by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable. Upon such resolutionless than $350,000, the Final Working Capital Schedule shall Closing Purchase Price will be prepared in accordance with equal to the agreement of ExamWorks and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the PartiesBase Purchase Price. (c) In the event ExamWorks and the Stockholder Representative are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, Xxxxx Xxxxxxxx or BDO Xxxxxxx (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Stockholder Representative has disagreed. The Accounting Referee’s determination of the Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Accounting Referee shall be shared equally between ExamWorks and the Stockholder Representative.

Post-Closing Working Capital Adjustment. (a) Within ninety (90) Promptly after the Closing Date, and in any event not later than 30 calendar days following the Closing Date, ExamWorks Buyer shall prepare prepare, or cause to be prepared, and deliver to the Stockholder Representative the Working Capital Schedule calculated in accordance with Schedule 3.9(a) and its calculation Seller a balance sheet of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the ClosingClosing Date (the “Closing Balance Sheet”). Such Closing Balance Sheet shall be accompanied by a statement (the “Net Closing Statement”) calculating (i) the Net Working Capital of the Company as of the Closing Date (the “Closing Net Working Capital”)calculated in accordance with the procedure shown on Section 1.04 of the Disclosure Letter and all in a manner consistent with past practice of the Company and in accordance with GAAP, together with supporting schedules setting forth in reasonable detail all items of Closing Net Working Capital therein and (ii) the Net Indebtedness of the Company as of the Closing Date (the “Closing Net Indebtedness”) calculated in accordance with the procedure shown on Section 1.04 of the Disclosure Letter and all in a manner consistent with past practice of the Company and in accordance with GAAP, together with supporting schedules setting forth in reasonable detail all items of Closing Net Indebtedness therein. (b) The Stockholder Representative Buyer shall have thirty (30) days following receipt permit Seller and his representatives to review promptly upon request all accounting records, work papers and computations used by Buyer in the preparation of such Closing Balance Sheet and the computation of the Closing Net Working Capita and the Closing Net Indebtedness. If Seller disputes the Closing Net Working Capital Schedule delivered pursuant and/or the Closing Net Indebtedness as calculated by Buyer, not more than 20 days after the date the Seller receives Buyer’s calculation thereof, Seller shall deliver to Section 3.9(a) during which to notify ExamWorks Buyer a Notice of any dispute of any item contained thereinDispute, which notice shall set forth specifying in reasonable detail the basis for such disputepoints of disagreement. During To be assertable in the thirty (30) days immediately following the Stockholder Representative’s receipt Notice of the Working Capital Schedule and any period of dispute with respect thereto thereafterDispute, ExamWorks shall and shall cause the Company to an objection by Seller (i) assist (A) with respect to any individual item on the Stockholder Representative Closing Balance Sheet must assert that such Closing Balance Sheet was not prepared in accordance with GAAP or the review terms of Section 1.04 of the Working Capital Schedule and provide Disclosure Letter with respect to such item or (B) must assert that such Closing Balance Sheet has omitted an item which should have been included on the Stockholder Representative and its representatives Closing Balance Sheet in accordance with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation GAAP or the terms of Section 1.04 of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital ScheduleDisclosure Letter, and (ii) cooperate must relate to an adjustment in any single item on the Closing Balance Sheet in an amount equal to or greater than 1,000,000 NIS, or 2,000,000 NIS for all items in the aggregate. Seller hereby waives the right to assert any objection with respect to the Stockholder Representative and its representatives Closing Balance Sheet that is not asserted in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review Notice of Dispute delivered to Buyer by Seller within 20 days after the delivery of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representativesClosing Balance Sheet. ExamWorks and the Stockholder Representative shall cooperate in good faith If Seller fails to resolve any deliver a Notice of Dispute within such dispute as promptly as practicable. Upon such resolution20 day period, the Final Working Capital Schedule Seller shall be deemed to have accepted the Closing Balance Sheet prepared in accordance with the agreement of ExamWorks and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Partiesby Buyer. (c) In the event ExamWorks and the Stockholder Representative are unable Upon receipt of a Notice of Dispute, Buyer shall promptly consult with Seller in good faith with respect to their specified points of disagreement in an effort to resolve the dispute. If any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall cannot be resolved by one Buyer and Seller within 30 days after Buyer receives the Notice of Dispute, the parties shall refer the dispute to be heard in front of a single arbiter appointed by and under the rules of the following accounting firmsArbitration Institute of the Israeli Bar Association (respectively, as chosen jointly by ExamWorks the "Arbiter" and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, Xxxxx Xxxxxxxx or BDO Xxxxxxx (the “Accounting Referee”"Arbitration"). In resolving any This section constitutes a binding arbitratuion agreement accorduing to the provisions of the Israeli Arbitration Law – 1968, and the provisions of said law as well as the bylaws issued pursuant thereto shall apply in respect of the Abrbitration. For purposes of such disputearbitration, Seller and Buyer shall submit a proposed calculation of the Accounting Referee Net Working Capital and Net Indebtedness. The Arbiter shall consider only those items or amounts apply the terms of Section 1.04 of the Disclosure Letter, and shall otherwise conduct the arbitration under such procedures as the parties may agree or, failing such agreement, under then prevailing rules of the Arbitration Institute of the Israeli Bar Association. The fees and expenses of the arbitration and the Arbiter incurred in connection with the calculation of the Net Working Capital and the Net Indebtedness shall be allocated between the parties by the Arbiter. All determinations by the Arbiter shall be final, conclusive and binding with respect to the calculation of the Net Working Capital the Net Indebtedness and the allocation of arbitration fees and expenses, in the absence of fraud or manifest error. (d) The Purchase Price shall be adjusted as follows, based on the Closing Net Working Capital Schedule as to which the Stockholder Representative has disagreed. The Accounting Referee’s determination of the Working Capital Schedule and the Working Capital Surplus or Working Capital DeficitClosing Net Indebtedness set forth on the Closing Balance Sheet finally determined under this Section 1.05: (i) the Purchase Price shall be decreased by the amount, if any, based thereon by which the Closing Net Working Capital is less than the Target Net Working Capital and (ii)(A) increased by the amount by which the Closing Net Indebtedness is less than the Target Net Indebtedness or (B) decreased by the amount by which the Closing Net Indebtedness is greater than the Target Net Indebtedness (the Purchase Price so adjusted pursuant to this Section 1.05(d), the “Final Purchase Price”). If the Closing Purchase Price exceeds the Final Purchase Price, then Seller shall pay to Buyer the amount of such excess. If the Final Purchase Price exceeds the Closing Purchase Price, then Buyer shall pay Seller the amount of such excess. Any payment so required to be made by Seller or Buyer shall be by transfer of immediately available funds not more than five business days after final and binding on determination thereof. For the Parties. The Parties shall direct avoidance of doubt, if the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The feesClosing Net Working Capital is more than the Target Net Working Capital, costs and expenses of the Accounting Referee there shall be shared equally between ExamWorks and no adjustment to the Stockholder RepresentativePurchase Price pursuant to clause (i) of this Section 1.05(d).

Post-Closing Working Capital Adjustment. (a) Within ninety thirty (9030) days Business Days following the Closing Date, ExamWorks Purchaser shall prepare and deliver to Sellers (i) a balance sheet for the Stockholder Representative Business as of the Closing Date (the "FTL Final Balance Sheet") and (ii) a schedule (the "Working Capital Schedule") setting forth (X) Purchaser's calculation of the Net Working Capital of the Business as of the Closing Date ("Closing Date Net Working Capital") and (Y) Purchaser's calculation of the amount by which the Purchase Price should be adjusted, either upward or downward, to the extent the Closing Date Net Working Capital is greater than or less than the Adjusted Net Working Capital (such difference being the "Working Capital Amount Due"). The FTL Final Balance Sheet shall be prepared by Purchaser in good faith in accordance with GAAP applied consistently with Sellers' past practices and with the practices applied in preparation of the FTL Reference Balance Sheet, provided, however, that the FTL Final Balance Sheet, from which the Working Capital Schedule calculated in accordance with Schedule 3.9(a) is prepared, shall reflect as assets only FTL Assets and its calculation shall reflect as liabilities only FTL Liabilities. Purchaser shall apply the definitions of the Working Capital Surplus or Assets and Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that Liabilities in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the Closing. (b) The Stockholder Representative shall have thirty (30) days following receipt of the Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained therein, which notice shall set forth in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of the Working Capital Schedule and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule. (b) Sellers may notify Purchaser in writing within twenty (20) Business Days following delivery of the Working Capital Schedule (the "Dispute Period"), in each case solely for purposes that (i) Sellers agree with the Working Capital Schedule (an "Approval Notice") or (ii) Sellers disagree with such calculations, identifying with specificity the items with which Sellers disagree (a "Dispute Notice"). Upon receipt by Purchaser of their review a Dispute Notice, Purchaser and Sellers will use good faith efforts during the five (5) Business Day period following the date of receipt of a Dispute Notice (the "Resolution Period") to resolve any differences they may have as to the calculations of the Working Capital Schedule. Sellers may request, and Purchaser shall provide, reasonable access during normal business hours to the information and data used to calculate the Closing Date Net Working Capital. If Purchaser and Sellers cannot reach written agreement during the Resolution Period, within three (ii3) cooperate with Business Days thereafter, their disagreements, limited to only those issues still in dispute, shall be promptly submitted for arbitration before an independent Big Five Accounting Firm jointly selected by Purchaser and Sellers (the Stockholder Representative and its representatives in connection with "Independent Accountant"), which firm shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. Based upon such review, including providing on a timely basis all other material information necessary or useful in connection with the review of Independent Accountant shall determine the Working Capital Schedule as is reasonably requested by (the Stockholder Representative or its representatives"Independent Accountant Determination of the Working Capital"). ExamWorks and the Stockholder Representative Such determination shall cooperate in good faith to resolve any such dispute be completed as promptly as practicable. Upon such resolution, practicable but in no event later than twenty (20) days following the Final Working Capital Schedule selection of the Independent Accountant and shall be prepared confirmed by the Independent Accountant in accordance with the agreement of ExamWorks and the Stockholder Representativewriting to, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks on, Purchaser and Sellers for purposes of any such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein, the Working Capital Schedule delivered pursuant to this Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, shall be final and binding upon the Parties1.08. (c) In The fees and expenses of the event ExamWorks Independent Accountant shall be paid equally by Purchaser and Sellers. (d) If the Stockholder Representative are unable Working Capital Amount Due is owed to resolve Purchaser pursuant to this Section 1.08, then no later than the second Business Day after the earlier of (i) the receipt by Purchaser of an Approval Notice, (ii) the expiration of the Dispute Period if Purchaser has not received an Approval Notice or a Dispute Notice within such period, (iii) the expiration of the Resolution Period if Purchaser and Sellers have resolved any dispute differences regarding the Working Capital Schedule delivered within such period and (iv) the receipt of the Independent Accountant Determination of the Working Capital, Purchaser and Sellers shall deliver a written notice to the Escrow Agent pursuant to Section 3.9(athe Escrow Agreement instructing the Escrow Agent to pay (A) within thirty the Working Capital Amount Due from the Escrow Amount to Purchaser and (30B) days following ExamWorks’ receipt the remainder of notice the Escrow Amount, if any, to the Estates on behalf of such disputeSellers, such dispute shallin each case by wire transfer of immediately available funds, without setoff or deduction of any kind, within five (5) Business Days of the conclusion receipt of such thirty letter of instruction. (30)-day e) If the Working Capital Amount Due is owed to Sellers pursuant to this Section 1.08, then (A) no later than the fifth Business Day after the earlier of (i) the receipt by Purchaser of an Approval Notice, (ii) the expiration of the Dispute Period if Purchaser has not received an Approval Notice or a Dispute Notice within such period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one (iii) the expiration of the following accounting firms, as chosen jointly by ExamWorks Resolution Period if Purchaser and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, Xxxxx Xxxxxxxx or BDO Xxxxxxx (the “Accounting Referee”). In resolving Sellers have resolved any such dispute, the Accounting Referee shall consider only those items or amounts in differences regarding the Working Capital Schedule as to which within such period and (iv) the Stockholder Representative has disagreed. The Accounting Referee’s determination receipt of the Independent Accountant Determination of the Working Capital Schedule and Capital, Purchaser shall pay the Working Capital Surplus Amount Due to the Estates on behalf of Sellers by wire transfer of immediately available funds without set-off or Working Capital Deficitdeduction of any kind, if anyand (B) no later than the second Business Day after the earlier of the dates listed in clauses (i)-(iv) above, based thereon Purchaser and Sellers shall deliver a written notice to the Escrow Agent pursuant to the Escrow Agreement instructing the Escrow Agent to pay the Escrow Amount to the Estates on behalf of Sellers by wire transfer of immediately available funds, without setoff or deduction of any kind, within five (5) Business Days of receipt of such letter of instruction. (f) If the Purchase Price is increased or decreased pursuant to Section 1.08(a) and (b), the parties shall within ten Business Days after such determination agree upon the necessary modifications to the Purchase Price allocations made pursuant to Section 1.04(b). (g) Interest on and other income from the Escrow Amount shall be final and binding on payable in accordance with the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs and expenses of the Accounting Referee shall be shared equally between ExamWorks and the Stockholder RepresentativeEscrow Agreement.

Post-Closing Working Capital Adjustment. (a) Within ninety (90) days following Following the Closing Date, ExamWorks the Purchase Price shall be adjusted, if at all, as set forth below: (a) As soon as practicable (and in any event within 60 days following the Closing), the Acquiror shall prepare and deliver to the Stockholder Seller Representative and its counsel a consolidated balance sheet of SJJC Aviation Services, LLC as of the Working Capital Schedule calculated Closing Date prepared by the Acquiror in accordance with Schedule 3.9(a) and its GAAP as applied by the Jet Center Entities consistent with past practices (the “Closing Balance Sheet”), a calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the ClosingClosing Date based on such Closing Balance Sheet (the “Closing Working Capital Calculation”) and all work papers and back-up materials relating thereto. (b) The Stockholder Representative shall have thirty (30) days On or prior to the 30th day following receipt the Acquiror’s delivery of the Closing Balance Sheet and the Closing Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks of any dispute of any item contained thereinCalculation, which the Seller Representative may give the Acquiror a written notice shall set forth stating in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Seller Representative’s receipt of objections (an “Objection Notice”) to the Closing Balance Sheet or the Closing Working Capital Schedule Calculation. Any Objection Notice shall specify in reasonable detail the dollar amount of any objection and any period of dispute with respect thereto thereafter, ExamWorks shall and shall cause the Company basis therefor. Any determination set forth on the Closing Balance Sheet or the Closing Working Capital Calculation which is not specifically objected to (i) assist the Stockholder Representative in the review of the Working Capital Schedule and provide the Stockholder Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible for, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative and its representatives in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks and the Stockholder Representative shall cooperate in good faith to resolve any such dispute as promptly as practicable. Upon such resolution, the Final Working Capital Schedule Objection Notice shall be prepared in accordance with the agreement of ExamWorks deemed acceptable and the Stockholder Representative, and the calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding upon the PartiesParties upon delivery of the Objection Notice. In If the event the Stockholder Seller Representative does not notify ExamWorks of any such dispute give the Acquiror an Objection Notice within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein30-day period, then the Closing Balance Sheet and the Closing Working Capital Schedule delivered pursuant to Section 3.9(a) and ExamWorks’ calculation of the Working Capital Surplus or Working Capital Deficit, if any, based thereon, Calculation shall be final conclusive and binding upon the PartiesParties and the Working Capital set forth in the Closing Working Capital Calculation will constitute the Working Capital for purposes of this Section 1.7. During such 30-day period, the Acquiror shall provide the Seller Representative with access to the books and records of the Seller and its personnel and accountants as may be reasonably necessary for the Seller Representative to review the Closing Balance Sheet and the Closing Working Capital Calculation. (c) Following the Acquiror’s receipt of any Objection Notice, the Seller Representative and the Acquiror shall attempt to negotiate in good faith to resolve such dispute. In the event ExamWorks that the Seller Representative and the Stockholder Acquiror fail to agree on any of the Seller Representative’s proposed adjustments set forth in the Objection Notice within 30 days after the Acquiror receives the Objection Notice, the Seller Representative are unable to resolve any dispute regarding and the Acquiror agree that a mutually acceptable accounting firm of nationally recognized standing (the “Independent Accounting Firm”) shall, within the 45-day period immediately following such 30-day period, make the final determination of Working Capital as of the Closing Date in accordance with the terms of this Agreement. The Acquiror and the Seller Representative each shall provide the Independent Accounting Firm with their respective determinations of the Working Capital Schedule delivered pursuant to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, such dispute shall, within five (5) Business Days as of the conclusion of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall be resolved by one of the following accounting firms, as chosen jointly by ExamWorks and the Stockholder Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, Xxxxx Xxxxxxxx or BDO Xxxxxxx (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Stockholder Representative has disagreedClosing Date. The Independent Accounting Referee’s Firm shall make an independent determination of the Working Capital Schedule and as of the Working Capital Surplus or Working Capital DeficitClosing Date that, if anyassuming compliance with the previous clause, based thereon shall be final and binding on the PartiesSeller and the Acquiror. The Parties Notwithstanding the above, the Independent Accounting Firm shall direct serve as an arbitrator of the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagementdispute rather than an auditor. The fees, costs and expenses of the Independent Accounting Referee Firm shall be shared equally between ExamWorks paid by the Party whose calculation of Working Capital was different by the greater amount from that of the Independent Accounting Firm. (d) If the Estimated Working Capital equals the Working Capital as of the Closing Date as finally determined pursuant to this Section 1.7, then there shall be no adjustment to the consideration paid at Closing pursuant to Section 1.2. If the Estimated Working Capital exceeds the Working Capital as of the Closing Date as finally determined pursuant to this Section 1.7, then the Seller Representative, on behalf of the Seller, shall be required to pay to the Acquiror, by wire transfer of immediately available funds to the account designated in writing by the Acquiror, an amount equal to such excess together with interest at the rate of 8% per annum, which interest shall begin accruing on the Closing Date and end on the Stockholder date that the payment is made. If the Working Capital as of the Closing Date as finally determined pursuant to this Section 1.7 exceeds the Estimated Working Capital, then the Acquiror shall pay an amount equal to such excess, together with interest at the rate of 8% per annum, which interest shall begin accruing on the Closing Date and end on the date that the payment is made, by wire transfer of immediately available funds to the accounts designated in writing by the Seller Representative. Within 10 days after the calculation of Working Capital as of the Closing Date becomes binding and conclusive on the Parties, the Seller Representative or the Acquiror, as the case may be, shall make the wire transfer payment provided for in this Section 1.7.

Post-Closing Working Capital Adjustment. (aBuyer and Sellers agree that the Purchase Price set forth in Section 2(c) Within ninety (90) days following is based on the Sellers delivery at Closing Dateof the Deliverable Closing Date Working Capital set forth in Section 5. i. On or before January 15, ExamWorks 2016, the Buyer shall prepare and deliver deliver, or cause to be prepared and delivered, to Mxxxxxx X. Xxxxx (the Stockholder Representative "Seller Representative") a net working capital statement (the "Working Capital Schedule calculated Statement"), setting forth the calculation of the net working capital of the Target and Leasing as of 12:01 a.m. Eastern Time on the Closing Date (the "Closing Date Working Capital"). The Working Capital Statement shall be prepared in accordance and consistent with the current assets and current liabilities entries set forth on Schedule 3.9(a) and its calculation 5 which were used to determine the Deliverable Closing Date Working Capital. ii. Within 30 days following receipt by the Seller Representative of the Working Capital Surplus or Working Capital DeficitStatement, if any, based thereon. ExamWorks and the Company agree that in preparing the Working Capital Schedule, ExamWorks will use the accounting methods, policies, principles, practices, procedures, classifications, estimation methodologies or reserves used by the Company as of the Closing. (b) The Stockholder Seller Representative shall have thirty deliver written notice (30an "Objection Notice") days following receipt of to the Working Capital Schedule delivered pursuant to Section 3.9(a) during which to notify ExamWorks Buyer of any dispute it has with respect to the preparation or content of any item contained therein, which notice shall set forth such statement. An Objection Notice must describe in reasonable detail the basis for such dispute. During the thirty (30) days immediately following the Stockholder Representative’s receipt of items contained in the Working Capital Schedule Statement that the Seller Representative disputes and the basis for any period of dispute such disputes. Any items not disputed in the Objection Notice will be deemed to have been accepted by the Seller Representative. If the Seller Representative does not deliver an Objection Notice with respect thereto thereafter, ExamWorks shall and shall cause the Company to (i) assist the Stockholder Representative in the review of the Working Capital Schedule Statement within such 30-day period, such statement will be final, conclusive and provide binding on the Stockholder parties. If the Seller Representative and its representatives with reasonable access during normal business hours upon reasonable advance notice to ExamWorks to (x) books, records (including work papers, schedules, memoranda and other documents) and supporting data used in preparation of the Working Capital Schedule, and (y) employees of the Company who were directly responsible fordelivers a timely Objection Notice, the preparation of the Working Capital Schedule, in each case solely for purposes of their review of the Working Capital Schedule, and (ii) cooperate with the Stockholder Representative and its representatives in connection with such review, including providing on a timely basis all other material information necessary or useful in connection with the review of the Working Capital Schedule as is reasonably requested by the Stockholder Representative or its representatives. ExamWorks Buyer and the Stockholder Seller Representative shall cooperate negotiate in good faith to resolve any such dispute as promptly as practicabledispute. Upon such resolution, If the Final Working Capital Schedule shall be prepared in accordance with the agreement of ExamWorks Buyer and the Stockholder Seller Representative, and the calculation of the Working Capital Surplus or Working Capital Deficitnotwithstanding such good faith effort, if any, based thereon shall be final and binding upon the Parties. In the event the Stockholder Representative does not notify ExamWorks of any fail to resolve such dispute within such thirty (30)-day period or notifies ExamWorks within such period that it does not dispute any item contained therein30 days after the Seller Representative delivers an Objection Notice, then the Working Capital Schedule delivered pursuant to Section 3.9(a) Buyer and ExamWorks’ calculation of the Working Capital Surplus or Working Capital DeficitSeller Representative, if any, based thereonjointly, shall be final and binding upon have their respective accounting firms select a third accounting firm (the Parties. (c"Accounting Firm") In the event ExamWorks and the Stockholder Representative are unable to resolve any dispute regarding the Working Capital Schedule delivered pursuant to Section 3.9(a) within thirty (30) days following ExamWorks’ receipt of notice of such dispute, unless Buyer and the Seller Representative agree to select such dispute shallAccounting Firm otherwise in writing. As promptly as practicable thereafter (and, in any event, within five 15 days after Accounting Firm's engagement), the Seller Representative shall submit any unresolved elements of its objection to the Accounting Firm in writing (5with a copy to the Buyer), supported by any documents and arguments upon which it relies. As promptly as practicable thereafter (and, in any event, within 15 days following the Seller Representative's submission of such unresolved elements), the Buyer shall submit its response to the Accounting Firm (with a copy to the Seller Representative) Business Days supported by any documents and arguments upon which it relies. The Buyer and the Seller Representative shall request that the Accounting Firm render its determination within 15 days following its receipt of the conclusion Buyer's response. The scope of such thirty (30)-day period, be submitted to, and all issues having a bearing on such dispute shall the disputes to be resolved by the Accounting Firm shall be limited to the unresolved items on the Objection Notice and items directly affected by such unresolved items. The Accounting Firm shall be required to choose one of the following accounting firms, as chosen jointly parties' positions based solely upon the written presentations by ExamWorks the Buyer and the Stockholder Seller Representative; provided, however, that such accounting firm shall not be, at such time, ExamWorks’ outside independent auditor or tax advisor): Ernst & Young, PricewaterhouseCoopers, Xxxxx Xxxxxxxx or BDO Xxxxxxx (the “Accounting Referee”). In resolving any such dispute, the Accounting Referee shall consider only those items or amounts in the Working Capital Schedule as to which the Stockholder Representative has disagreed. The Accounting Referee’s determination Buyer and the Seller Representative each shall be responsible for one-half of the Working Capital Schedule and the Working Capital Surplus or Working Capital Deficit, if any, based thereon shall be final and binding on the Parties. The Parties shall direct the Accounting Referee to use commercially reasonable efforts to complete its work within thirty (30) days following its engagement. The fees, costs fees and expenses of the Accounting Referee Firm. All determinations made by the Accounting Firm will be final, conclusive and binding on the parties. iii. For purposes of complying with the terms set forth in this Section 2(h), each party shall cooperate with and make available to the other party and its representatives· all information, records, data and working papers and shall permit access to its facilities and personnel, upon advance notice and during normal business hours, as may be reasonably required in connection with the preparation and analysis of the Working Capital Statement and the resolution of any disputes under the Working Capital Statement, provided that (i) the provision of any information or access pursuant to this Section 2(h) shall be shared equally between ExamWorks subject to appropriate confidentiality undertakings and, if applicable, execution of customary release letters requested by auditors in connection with the sharing of work papers and (ii) nothing in this Section 2.2(h) shall require any party to disclose information that is subject to legal privilege. iv. If Closing Working Capital (as finally determined under this Section 2.2(h)) is less than the Deliverable Closing Date Working Capital set forth in Section 5, then the Purchase Price will be adjusted downward by the amount of such shortfall (the "Shortfall Amount"), and the Stockholder RepresentativeSellers will deliver an amount in cash equal to the Shortfall Amount to the Buyer within five business days from the date on which Closing Working Capital is finally determined, in proportion to which the Sellers ownership percentages set forth on Schedule 2(h) bear to the Shortfall Amount. v. If Closing Working Capital is greater than the Deliverable Closing Date Working Capital, then the Purchase Price will be adjusted upward by the amount of such excess (the "Upward Adjustment Amount") and the Buyer shall pay or cause to be paid to the Sellers by bank wire transfer of immediately available funds to accounts designated in writing by the respective Sellers, an aggregate amount in cash equal to the Upward Adjustment Amount, allocated to the Sellers in proportion to which the Sellers ownership percentages set forth on Schedule 2(h) bear to the Upward Adjustment Amount. The Upward Adjustment Amount shall be delivered to the Sellers within five business days from the date on which Closing Working Capital is finally determined.