Common use of Working Capital Adjustment Clause in Contracts

Working Capital Adjustment. (a) The Working Capital Adjustment will be estimated and made at Closing based on the parties’ best estimate and the Interim Purchase Price shall then be further adjusted after the Closing Date by an amount of dollars, positive or negative, as the case may be, equal to the difference between the Target Working Capital and the Working Capital as shown on the Final Closing Statement, which will be used to determine the Final Purchase Price. (b) If the Working Capital on the Final Closing Statement is: (i) less than the Target Working Capital, an amount equal to the deficit shall be payable from Seller to Purchaser; (ii) greater than the amount shown on the Target Working Capital, an amount equal to the surplus shall be payable from Purchaser to Seller; (iii) equal to the amount shown on the Target Working Capital, no amount shall be due to either party. The adjustment provided for in this Section 2.3 shall be known as the “Working Capital Adjustment.” Provided, however, there shall not be a Working Capital Adjustment unless the variance between Working Capital and Target Working Capital is either a deficit greater than $400,000 or a surplus greater than $400,000. For Example, if: 1. The Working Capital is $399,000 greater than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 2. The Working Capital is $399,000 less than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 3. The Working Capital is $450,000 greater than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Purchaser shall pay the Seller $50,000. 4. The Working Capital is $450,000 less than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Seller shall pay the Purchaser $50,000. (c) Within seventy-five (75) calendar days following the Closing Date, Seller and Purchaser, as applicable, shall cause Company to prepare and deliver to Purchaser and Seller, in good faith, a final balance sheet and closing statement setting forth the Working Capital Adjustment in accordance with this Section 2.3 (the “Final Closing Statement”). This Final Closing Statement shall be prepared by Purchaser’s Auditors, Ernst & Young LLP, the cost of which shall be a Company expense, not chargeable back to Seller. Within thirty (30) calendar days following Purchaser’s and Seller’s receipt of the Final Closing Statement, Purchaser or Seller may object in good faith to the Working Capital Adjustment in writing. In the event of any such objection, Purchaser and Seller shall attempt to resolve their differences by negotiation. If such parties are unable to do so within thirty (30) calendar days following receipt of the objecting party’s objection, Seller and Purchaser shall appoint another nationally recognized accounting firm mutually acceptable to each of Seller and Purchaser, which shall, at Seller’s and Purchaser’s joint expense, review the Final Closing Statement and determine the Working Capital Adjustment, if any, within thirty (30) calendar days of such appointment. Seller and Purchaser agree to cooperate with such accounting firm and provide it with such information as it reasonably requests to enable it to make such determination. The finding of such accounting firm shall be binding on the parties hereto. If Purchaser decides to establish a new accrual for environmental liabilities on the Final Closing Statement, this new accrual will be excluded from calculation of the Working Capital Adjustment. (d) Any amounts owed hereunder shall be paid to the party owed the same by the party owing the same by wire transfer of immediately available funds to an account designated by the party owed the same no later than five (5) business days following the determination by agreement of Seller and Purchaser or by binding determination of said accounting firm of the Working Capital Adjustment, and such payment shall be accompanied by an additional payment of interest, calculated with a 8.0% annual interest rate from the Closing Date to the date of payment pursuant to this Section 2.3.

Working Capital Adjustment. (a) The It is hereby agreed and understood that the Base Purchase Price is based, in part, on the Company and the Subsidiaries having an aggregate Working Capital Adjustment will of $10,816,499 (the “Working Capital Target”) at the Closing. Accordingly, the Base Purchase Price is to be estimated adjusted pursuant to the procedures set forth in this Section 2.3 if, at the Closing, the aggregate Working Capital is greater or less than the Working Capital Target. (Section 2.3 of the Disclosure Schedule sets forth the current assets, other than cash and made at cash equivalents, that are excluded from the calculation of Net Working Capital, and Section 3.2 of the Disclosure Schedule sets forth the current portion of Indebtedness classified as a current liability and such other current liabilities that are excluded from the calculation of Net Working Capital.) (b) At least three (3) Business Days prior to the Closing based on Date, the parties’ best Company shall prepare and deliver to Buyer (i) the Estimated Closing Date Balance Sheet, which shall (A) be prepared in accordance with the Agreed Accounting Principles and (B) fairly in all material respects present the Company’s good-faith estimate of the value of the consolidated assets and liabilities of the Company and the Interim Purchase Price shall then be further adjusted after Subsidiaries as of the Closing Date by an amount and (ii) the Company’s good-faith estimate of dollars, positive or negative, as the case may be, equal to the difference between the Target Working Capital and the Working Capital as shown of the Closing Date based on the Final Estimated Closing StatementBalance Sheet (the “Estimated Closing Date Working Capital”). In the event the Estimated Closing Date Working Capital (1) exceeds the Working Capital Target (such excess, which will an “Estimated Working Capital Excess”) at the Closing, the Purchase Price shall be used to determine increased by the Final amount of such Estimated Working Capital Excess or (2) is less than the Working Capital Target (such deficit, an “Estimated Working Capital Shortfall”), at the Closing, the Purchase PricePrice shall be decreased by the amount of such Estimated Working Capital Shortfall. (bc) If As promptly as practicable (but not later than sixty (60) calendar days) following the Working Capital on Closing Date, or such other time as is mutually agreed by the Final Closing Statement isSeller Representative and Buyer, Buyer shall: (i) less than prepare a consolidated balance sheet of the Target Working CapitalCompany and the Subsidiaries, an amount equal to as of the deficit Closing Date, reflecting Buyer’s good-faith estimate of the Closing Date Balance Sheet (the “Preliminary Closing Date Balance Sheet”), which Preliminary Closing Date Balance Sheet shall (A) be payable from Seller to Purchaser;prepared in accordance with the Agreed Accounting Principles and (B) fairly in all material respects present Buyer’s good-faith estimate of the value of the consolidated assets and liabilities of the Company and the Subsidiaries as of the Closing Date; and (ii) greater than deliver to the amount shown Seller Representative the Preliminary Closing Date Balance Sheet, together with a statement containing, in reasonable detail, the calculation of the Working Capital as of the Closing Date based on the Target Preliminary Closing Date Balance Sheet and in accordance with the Preliminary Working Capital, an amount equal to the surplus shall be payable from Purchaser to Seller; Capital Statement (iii) equal to the amount shown on the Target Working Capital, no amount shall be due to either party. The adjustment provided for in this Section 2.3 shall be known as the “Preliminary Working Capital Adjustment.” Provided, however, there shall not be a Working Capital Adjustment unless the variance between Working Capital and Target Working Capital is either a deficit greater than $400,000 or a surplus greater than $400,000. For Example, if: 1. The Working Capital is $399,000 greater than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 2. The Working Capital is $399,000 less than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 3. The Working Capital is $450,000 greater than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Purchaser shall pay the Seller $50,000. 4. The Working Capital is $450,000 less than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Seller shall pay the Purchaser $50,000Determination”). (cd) Within seventy-five (75) calendar days following the Closing Date, The Seller and Purchaser, as applicable, shall cause Company to prepare and deliver to Purchaser and Seller, in good faith, a final balance sheet and closing statement setting forth the Working Capital Adjustment in accordance with this Section 2.3 (the “Final Closing Statement”). This Final Closing Statement shall be prepared by Purchaser’s Auditors, Ernst & Young LLP, the cost of which shall be a Company expense, not chargeable back to Seller. Within thirty (30) calendar days following Purchaser’s and Seller’s receipt of the Final Closing Statement, Purchaser or Seller may object in good faith to the Working Capital Adjustment in writing. In the event of any such objection, Purchaser and Seller shall attempt to resolve their differences by negotiation. If such parties are unable to do so within thirty (30) calendar days following receipt of the objecting party’s objection, Seller and Purchaser shall appoint another nationally recognized accounting firm mutually acceptable to each of Seller and Purchaser, which shall, at Seller’s and Purchaser’s joint expense, review the Final Closing Statement and determine the Working Capital Adjustment, if anyRepresentative may, within thirty (30) calendar days after the date of receipt of the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination, deliver to Buyer a written statement setting forth its objections thereto. In the event the Seller Representative does not so object within such thirty (30)-day period, the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination shall be final and binding as the “Closing Date Balance Sheet” and “Closing Date Working Capital,” respectively, for purposes of this Agreement. In the event the Seller Representative so objects within such thirty (30)-day period, Buyer and the Seller Representative shall use their reasonable efforts to resolve, in good-faith, by written agreement (the “Agreed Adjustments”) any differences as to the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination and, in the event the Seller Representative and Buyer so resolve any such differences, the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination, in each case, as adjusted by the Agreed Adjustments, shall be final and binding as the Closing Date Balance Sheet and Closing Date Working Capital, respectively, for purposes of this Agreement. In the event any objections raised by the Seller Representative are not resolved by Agreed Adjustments within thirty (30) calendar days (the “Resolution Period”) after the Seller Representative advises Buyer of the Seller Representative’s objections, then Buyer and the Seller Representative shall submit the objections that are then unresolved to PricewaterhouseCoopers, LLP (the “Accounting Firm”), and such Accounting Firm shall be directed by Buyer and the Seller Representative to resolve the unresolved objections as promptly as reasonably practicable, but in no event later than thirty (30) calendar days after the Accounting Firm’s appointment. , and to deliver written notice to each of Buyer and the Seller Representative setting forth its resolution of the disputed matters in accordance with the terms of this Agreement; provided, however, that with respect to each disputed item and Purchaser agree to cooperate with such accounting firm amounts (and provide it with such information as it reasonably requests to enable it to make related items and amounts), such determination, if not in accordance with the position of either Buyer or the Seller Representative, shall not be in excess of the higher, nor less than the lower, of the amounts last proposed in good-faith in writing by Buyer during the Resolution Period (or, in the absence of any such proposal, the Preliminary Closing Date Balance Sheet and Preliminary Working Capital Determination initially delivered by Buyer pursuant to Section 2.3(c)), on the one hand, and the amounts last proposed in good faith in writing by the Seller Representative during the Resolution Period (or, in the absence of any such proposal, the amounts set forth in the Seller Representative’s dispute notice). The finding of such accounting firm Accounting Firm shall be binding instructed to only consider those items and amounts (and related items and amounts) as to which Buyer and the Seller Representative disagreed within the Resolution Period and on the parties heretoterms specified above. If Purchaser decides to establish a new accrual for environmental liabilities on the Final The Preliminary Closing Statement, this new accrual will be excluded from calculation of the Date Balance Sheet and Preliminary Working Capital AdjustmentDetermination, in each case, after giving effect to any Agreed Adjustments and to the resolution of disputed matters by the Accounting Firm, shall be final and binding as the “Closing Date Balance Sheet” and “Closing Date Working Capital,” respectively, for purposes of this Agreement. Notwithstanding anything in this Agreement to the contrary, no Party may assert that any award issued by the Accounting Firm is unenforceable because it has not been timely rendered. (de) Any amounts owed hereunder Buyer shall provide the Seller Representative, its accountants or advisors and, if applicable, the Accounting Firm, with full access to the books, records and other information (including work papers) as any of the foregoing may reasonably request in order to (i) review the Preliminary Closing Date Balance Sheet and the Preliminary Working Capital Determination, (ii) identify any disputes related to the calculation thereof of and (iii) facilitate the resolution of any matters submitted to the Accounting Firm. The Accounting Firm shall determine the allocation of the cost of its review based on the inverse of the percentage its determination (before such allocation) bears to the total items in dispute as originally submitted to the Accounting Firm (e.g., should the items in dispute total in amount to $1,000 and the Accounting Firm awards $600 in favor of Seller’s position, 60% of the costs of its review would be borne by Buyer and 40% by Seller); provided that, until such determination is made, the fees and disbursements of the Accounting Firm shall be paid to borne equally by Buyer, on the party owed the same by the party owing the same by wire transfer of immediately available funds to an account designated by the party owed the same no later than five (5) business days following the determination by agreement of Seller and Purchaser or by binding determination of said accounting firm of the Working Capital Adjustmentone hand, and Seller, on the other, with the Parties reimbursing one another, if necessary, following such payment shall be accompanied by an additional payment of interest, calculated with a 8.0% annual interest rate from the Closing Date to the date of payment pursuant to this Section 2.3determination.

Working Capital Adjustment. (a) The Working Capital Adjustment will be estimated and made at Closing based on At the parties’ best estimate and Closing, the Interim Purchase Price shall then be further adjusted after as provided herein to reflect the Closing Date by an amount of dollars, positive or negative, as the case may be, equal to the difference differences between the Target Adjusted Working Capital (i.e. negative $32.2 million) and the Estimated Adjusted Working Capital as shown on the Final Closing Statement, which will be used to determine the Final Purchase PriceCapital. (b) Not less than two (2) Business Days prior to the Closing Date, Sellers will give to Buyer a good faith estimate of the Adjusted Working Capital as of the Closing Date (the "Estimated Adjusted Working Capital"). If the Estimated Adjusted Working Capital on the Final Closing Statement is: (i) is greater (i.e., less negative) than the Target Adjusted Working Capital, an amount equal to the deficit shall Purchase Price payable at the Closing will be payable from Seller to Purchaser; increased by the absolute difference between Estimated Adjusted Working Capital and the Target Adjusted Working Capital, or (ii) greater is less (i.e., more negative) than the amount shown on the Target Adjusted Working Capital, an amount equal to the surplus shall Purchase Price payable at the Closing will be payable from Purchaser to Seller; (iii) equal to decreased by the amount shown on absolute difference between the Target Working Capital, no amount shall be due to either party. The adjustment provided for in this Section 2.3 shall be known as the “Working Capital Adjustment.” Provided, however, there shall not be a Working Capital Adjustment unless the variance between Estimated Adjusted Working Capital and the Target Adjusted Working Capital. For illustrative purposes, (i) if the Estimated Adjusted Working Capital is either a deficit greater than negative $400,000 or a surplus greater than 30.0 million, the Purchase Price payable at Closing will be TC1:469823 EXECUTION STOCK PURCHASE AGREEMENT increased by $400,000. For Example, if: 1. The 2.2 million and (ii) if the Estimated Adjusted Working Capital is negative $399,000 greater than Target Working Capital there shall not be any adjustment to 34.0 million, the Interim Purchase Price. 2. The Working Capital is $399,000 less than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 3. The Working Capital is $450,000 greater than Target Working Capital, there Price payable at Closing will be an adjustment to the Interim Purchase Price for the amount in excess of decreased by $400,000, and the Purchaser shall pay the Seller $50,000. 4. The Working Capital is $450,000 less than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Seller shall pay the Purchaser $50,0001.8 million. (c) Within seventy-five (75) calendar days Promptly following the Closing Date, Seller and Purchaserbut in no event later than 60 days after the Closing Date, as applicable, Sellers shall cause Company to prepare and deliver submit to Purchaser and Seller, in good faith, Buyer a final balance sheet and closing statement (the "Closing Date Statement") setting forth in reasonable detail, Sellers' calculation of the Adjusted Working Capital Adjustment as of the Closing Date prepared in accordance with this Section 2.3 GAAP on a basis consistent with the Financial Statements (provided, however, that in determining the Closing Date Statement, the exclusions and adjustments set forth on Schedule 2.3(c) shall be given effect) (the “"Proposed Final Closing Statement”Adjusted Working Capital"). This Final The Closing Statement shall Date Statement, will be prepared accompanied by Purchaser’s Auditors, a report of Ernst & Young Young, LLP, independent auditors ("E&Y") acting on behalf of Sellers, of agreed upon procedures on the cost Closing Date Statement. In the event Buyer disputes the correctness of which the Proposed Final Adjusted Working Capital, Buyer shall be a Company expense, not chargeable back to Seller. Within thirty (30) calendar notify Sellers in writing of its objections within 15 days following Purchaser’s and Seller’s after receipt of the Final Closing Date Statement and shall set forth, in writing and in reasonable detail, the reasons for Buyer's objections. Buyer agrees that any adjustments proposed in accordance with the foregoing will not involve changes in or challenges to Sellers' accounting methodologies, policies or procedures that have been consistently applied with respect to the Financial Statements and the Closing Date Statement or are consistent with Schedule 2.3(c). If Buyer fails to deliver its notice of objections within 15 days after receipt of the Closing Date Statement, Purchaser or Seller may object Buyer shall be deemed to have accepted Sellers' calculation. To the extent Buyer does not object, in writing in accordance with and within the time period contemplated by this Section 2.3(c), to a matter in the Closing Date Statement, Buyer shall be deemed to have accepted Sellers' calculation and presentation in respect of the matter and the matter shall not be considered to be in dispute. Sellers and Buyer shall endeavor in good faith to the Working Capital Adjustment in writing. In the event resolve any disputed matters within 15 days after receipt of any such objection, Purchaser and Seller shall attempt to resolve their differences by negotiationBuyer's notice of objections. If such parties Sellers and Buyer are unable to do so within thirty (30) calendar days following receipt of resolve the objecting party’s objectiondisputed matters, Seller Sellers and Purchaser Buyer shall appoint Deloitte & Touche LLP, or if such firm is unable to serve in such capacity, another nationally recognized accounting firm mutually acceptable to Buyer and Sellers (the "Independent Accountants"; and together with E&Y, the "Auditors") to resolve the matters in dispute (in a manner consistent with this Section 2.3(c) and with any matters not in dispute), and the determination of such firm in respect of the correctness of each matter remaining in dispute shall be final, binding and conclusive on Sellers and Buyer. The determination of Seller the Independent Accountants shall be based solely on presentations by Sellers and Purchaser, which shall, at Seller’s Buyer and Purchaser’s joint expense, review the Final Closing Statement and determine the shall not be by independent review. The Adjusted Working Capital Adjustment, if any, within thirty (30) calendar days of such appointment. Seller and Purchaser agree to cooperate with such accounting firm and provide it with such information as it reasonably requests to enable it to make such determination. The finding of such accounting firm shall be binding on the parties hereto. If Purchaser decides to establish a new accrual for environmental liabilities on the Final Closing Statement, this new accrual will be excluded from calculation of the Closing Date, as finally determined pursuant to this Section 2.3(c) (whether by failure of Buyer to deliver notice of objection, by agreement of Sellers and Buyer or by determination of the Independent Accountants selected as set forth above), is referred to herein as the "Final Adjusted Working Capital AdjustmentCapital." (d) Any amounts owed hereunder shall be paid to If the party owed the same by the party owing the same by wire transfer of immediately available funds to an account designated by the party owed the same no later than five (5) business days following the determination by agreement of Seller and Purchaser or by binding determination of said accounting firm of the Final Adjusted Working Capital Adjustmentis less (i.e., and more negative) than the Estimated Adjusted Working Capital, Sellers shall pay to Buyer the amount of such payment shall be accompanied by an additional payment of interestdifference, calculated with a 8.0% annual simple interest rate thereon from the Closing Date to the date of payment at a floating rate per annum equal to the Prime Rate. If the Final Adjusted Working Capital is greater (i.e., less negative) than the Estimated Adjusted Working Capital, Buyer shall pay to Sellers the amount of such difference, with simple interest thereon from the Closing Date to the date of payment at a floating rate per annum equal to the Prime Rate. Such payment shall be made in immediately available funds not later than five Business Days after the determination of the Final Adjusted Working Capital becomes final, binding and conclusive on the Parties pursuant to Section 2.3(c) by wire transfer to a bank account designated in advance in writing by the Party entitled to receive the payment. (e) Subject to any applicable privileges (including the attorney-client privilege), after the Closing Buyer shall cause the Company and the Company Subsidiaries and their respective employees and agents, and Sellers shall cause their respective employees and agents, to assist the Auditors in the preparation of the agreed upon procedures report and shall provide the other Party and the TC1:469823 EXECUTION STOCK PURCHASE AGREEMENT Auditors access at all reasonable times to the personnel, properties, books and records (including those underlying the preparation of the Closing Date Statement) of such Party and its Subsidiaries (including, in the case of Buyer, the Company and any Company Subsidiary) for the purpose of preparing the Closing Date Statement, the agreed upon procedures report or in connection with any dispute under this Section 2.3. (f) The fees and expenses, if any, of the Auditors shall be paid one-half by Sellers and one-half by Buyer without any adjustment of the Purchase Price.

Working Capital Adjustment. (a) The Purchase Price has been established by the parties on the basis and with the understanding that Working Capital Adjustment will be estimated and made at Closing based on Two Hundred Fourteen Thousand Nine Hundred Dollars ($214,900.00) (the parties’ best estimate and “Working Capital Target”). Accordingly, if Working Capital is greater than the Interim Working Capital Target, the Purchase Price shall then will be further adjusted increased on a dollar-for-dollar basis by 55% of the amount of such excess (a “Working Capital Surplus Amount”), and if Working Capital is less than the Working Capital Target, the Purchase Price will be decreased on a dollar-for-dollar basis by 55% of the amount of such deficit (a “Working Capital Shortfall Amount”). (b) At least two Business Days prior to Closing, the Sellers’ Representative will deliver or cause to be delivered to Buyer a certificate, duly signed by Xxxxxxx or Xxxxxxx on behalf of the Company (the “Working Capital Estimate Certificate”), setting forth the Company’s good faith PR01/ 1471369.15 estimate of Working Capital (“Estimated Working Capital”). If the Estimated Working Capital is greater than the Working Capital Target, the amount of such excess is an “Estimated Working Capital Surplus Amount”. If the Estimated Working Capital is less than the Working Capital Target, the amount of such deficit is an “Estimated Working Capital Shortfall Amount”. The Closing Cash Payment will reflect an increase on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Surplus Amount or a decrease on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Shortfall Amount, as the case may be. (c) Within 90 days after the Closing Date Date, Buyer will deliver to the Sellers’ Representative a certificate (the “Buyer’s Working Capital Certificate”) setting forth Buyer’s calculation of the final Working Capital (the “Buyer’s Working Capital Calculation”). (d) The Working Capital Estimate Certificate and the Buyer’s Working Capital Certificate will be prepared and calculated in accordance with GAAP applied consistently and in accordance with the Accounting Policies set forth on Exhibit 1.01. (e) (1) During the 45-day period following receipt by an amount the Sellers’ Representative of dollarsthe Buyer’s Working Capital Certificate, positive Buyer will provide the Sellers’ Representative access to the working papers and other information supporting the calculation of the Buyer’s Working Capital Calculation. The Buyer’s Working Capital Certificate will become final and binding on the parties on the 46th day following delivery thereof, unless the Sellers’ Representative gives Buyer written notice of its objection thereto (a “Working Capital Objection”) prior to such date (the “Working Capital Objection Deadline”). Within 10 days from the Working Capital Objection Deadline, assuming there is no Working Capital Objection, Buyer and the Sellers’ Representative will jointly instruct the Escrow Agent to disburse to Buyer from the Escrow Account or negativeBuyer will pay to the Sellers’ Representative (on behalf of Sellers and for distribution to Sellers by the Sellers’ Representative in accordance with each Seller’s Ownership Percentage), as the case may be, an amount equal to 55% of any true-up amount due based upon the difference between the Target Buyer’s Working Capital and Calculation; provided, however, that if any such true-up amount is due Buyer, Buyer may demand that such payment be made directly by Sellers (which payment obligation shall be allocated between them in accordance with each Seller’s Ownership Percentage) in lieu of Buyer receiving such payment from the Working Capital as shown on the Final Closing Statement, which will be used to determine the Final Purchase PriceEscrow Account. (b) If the Working Capital on the Final Closing Statement is: (i) less than If the Target Working Capital, an amount equal to the deficit shall be payable from Seller to Purchaser; (ii) greater than the amount shown on the Target Working Capital, an amount equal to the surplus shall be payable from Purchaser to Seller; (iii) equal to the amount shown on the Target Working Capital, no amount shall be due to either party. The adjustment provided for in this Section 2.3 shall be known as the “Working Capital Adjustment.” Provided, however, there shall not be Sellers’ Representative timely delivers a Working Capital Adjustment unless Objection to Buyer, as contemplated by Section 2.05(e)(i), Buyer and the variance between Sellers’ Representative will, using their good faith efforts, promptly commence to resolve their disagreements with respect to the calculation of Working Capital. If Buyer and the Sellers’ Representative are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in a Working Capital and Target Working Capital is either a deficit greater than $400,000 or a surplus greater than $400,000. For Example, if: 1. The Working Capital is $399,000 greater than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 2. The Working Capital is $399,000 less than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 3. The Working Capital is $450,000 greater than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Purchaser shall pay the Seller $50,000. 4. The Working Capital is $450,000 less than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Seller shall pay the Purchaser $50,000. (c) Within seventy-five (75) calendar Objection within 15 days following the Closing Date, Seller and Purchaser, as applicable, shall cause Company to prepare and deliver to Purchaser and Seller, in good faith, a final balance sheet and closing statement setting forth delivery of the Working Capital Adjustment Objection, then Buyer and the Sellers’ Representative will refer the dispute with respect to the items identified in accordance with this Section 2.3 (the “Final Closing Statement”). This Final Closing Statement shall be prepared by Purchaser’s Auditors, Ernst & Young LLP, the cost of which shall be a Company expense, not chargeable back to Seller. Within thirty (30) calendar days following Purchaser’s and Seller’s receipt of the Final Closing Statement, Purchaser or Seller may object in good faith to the Working Capital Adjustment in writing. In the event of any such objection, Purchaser and Seller shall attempt Objection to resolve their differences by negotiation. If such parties are unable to do so within thirty (30) calendar days following receipt of the objecting party’s objection, Seller and Purchaser shall appoint another nationally recognized an independent public accounting firm mutually acceptable to Buyer and the Sellers’ Representative (the “Auditor”) and will promptly submit to the Auditor, in writing, their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of Seller Working Capital and Purchasermake available all working papers and other information supporting their respective calculations of Working Capital. In making such calculations, the Auditor shall consider only those items and amounts in the Sellers’ Representative’s and Buyer’s respective calculations of Working Capital that are identified as being items and amounts to which shallthe Sellers’ Representative and Buyer have been unable to agree. In resolving any disputed item, at the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Sellers’ Representative will use their commercially reasonable efforts to cause the Auditor to deliver its written determination resolving PR01/ 1471369.15 the matters submitted to it (the “Auditor Working Capital Determination”) to Buyer and the Sellers’ Representative no later than 30 days after the dispute is referred to the Auditor (the “Working Capital Determination Date”). The Auditor Working Capital Determination will be final, binding and conclusive on the parties, and Buyer and the Sellers’ Representative will jointly instruct the Escrow Agent to disburse to Buyer from the Escrow Account or Buyer will pay to the Sellers’ Representative (on behalf of Sellers and for distribution to Sellers by the Sellers’ Representative in accordance with each Seller’s and Purchaser’s joint expenseOwnership Percentage), review as the Final Closing Statement and determine case may be, 55% of any true-up amount set forth in the Auditor Working Capital Determination within 10 days following the Working Capital AdjustmentDetermination Date; provided, however, that if any such true-up amount is due Buyer, Buyer may demand that such payment be made directly by Sellers (which payment obligation shall be allocated between them in accordance with each Seller’s Ownership Percentage) in lieu of Buyer receiving such payment from the Escrow Account. The costs and expenses of the Auditor will be allocated and borne between Buyer, on the one hand, and the Sellers’ Representative, on the other hand, based upon the extent to which their positions on the disputed items are reflected in the Auditor Working Capital Determination, as determined by the Auditor. Each party agrees to execute, if anyrequested by the Auditor, within thirty (30) calendar days a reasonable engagement letter, including customary indemnities in favor of such appointmentthe Auditor. Seller and Purchaser agree to cooperate with such accounting firm and provide it with such information as it reasonably requests to enable it to make such determination. The finding of such accounting firm shall be binding on In acting under this Agreement, the parties hereto. If Purchaser decides to establish a new accrual for environmental liabilities on the Final Closing Statement, this new accrual Auditor will be excluded from calculation entitled to the privileges and immunities of the Working Capital Adjustmentan arbitrator. (df) Any amounts owed hereunder shall be paid Notwithstanding anything to the party owed contrary herein, the same by the party owing the same by wire transfer of immediately available funds parties acknowledge and agree that each item required to an account designated by the party owed the same no later than five (5) business days following the determination by agreement of Seller and Purchaser or by binding determination of said accounting firm of the be reflected in Working Capital Adjustmentis intended to, and such payment shall shall, be accompanied by an additional payment of interestaccounted for only once, calculated with a 8.0% annual interest rate from without duplication, in determining the Closing Date adjustments to be made to the date of payment Purchase Price in accordance with this Agreement, including pursuant to this Section 2.3Article 2 and Article 7.

Working Capital Adjustment. (a) The Working Capital Adjustment will be estimated and made at Closing based on the parties’ best estimate and the Interim Purchase Price shall then be further adjusted after the Closing Date by an amount of dollars, positive or negative, as the case may be, equal to the difference between the Target Working Capital and the Working Capital as shown on the Final Closing Statement, which will be used to determine the Final Purchase Price. Within thirty (b30) If the Working Capital on the Final Closing Statement is: (i) less than the Target Working Capital, an amount equal to the deficit shall be payable from Seller to Purchaser; (ii) greater than the amount shown on the Target Working Capital, an amount equal to the surplus shall be payable from Purchaser to Seller; (iii) equal to the amount shown on the Target Working Capital, no amount shall be due to either party. The adjustment provided for in this Section 2.3 shall be known as the “Working Capital Adjustment.” Provided, however, there shall not be a Working Capital Adjustment unless the variance between Working Capital and Target Working Capital is either a deficit greater than $400,000 or a surplus greater than $400,000. For Example, if: 1. The Working Capital is $399,000 greater than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 2. The Working Capital is $399,000 less than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 3. The Working Capital is $450,000 greater than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Purchaser shall pay the Seller $50,000. 4. The Working Capital is $450,000 less than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Seller shall pay the Purchaser $50,000. (c) Within seventy-five (75) calendar days following the Closing Date, Seller Buyer and Purchaserits Representatives shall conduct a physical count of the Inventory as of the close of business on the Closing Date. Cambrex and its Representatives shall be entitled to observe such physical count of the Inventory. The results of the physical count of the Inventory shall be used to prepare the Working Capital Schedule (defined below). (b) As soon as practicable, but in no event more than ninety (90) days following the Closing Date, Buyer shall deliver to Cambrex a schedule (the "Working Capital Schedule") setting forth its calculation of (i) the Working Capital Assets and the Working Capital Liabilities as of the Closing Date and the amount by which such Working Capital Assets exceeds such Working Capital Liabilities (the "Closing Date Working Capital Amount") and (ii) the amount, if any, by which the Purchase Price should be adjusted, either (x) upward by the amount and to the extent that the Closing Date Working Capital Amount is greater than $42,765,000 (the "Target") or (y) downward by the amount and to the extent that the Closing Date Working Capital Amount is less than the Target; provided that the Purchase Price shall not be adjusted, upward or downward, if the Closing Date Working Capital Amount is equal to or greater than $42,515,000 but less than or equal to $43,015,000 (such adjustment being the "Working Capital Amount Due"). (c) Cambrex may notify Buyer in writing within thirty (30) days following delivery of the Working Capital Schedule (the "Adjustment Period") that Cambrex (i) agrees with the Working Capital Schedule (an "Approval Notice") or (ii) disagrees with the Working Capital Schedule, identifying with specificity the items with which Cambrex disagrees and the amount involved and Cambrex's good faith estimate of the Closing Date Working Capital Amount (a "Dispute Notice"). Any items not specifically identified in the Dispute Notice shall be deemed accepted by Sellers. Upon receipt by Buyer of a Dispute Notice, Buyer and Buyer's accountants, on the one hand, and Cambrex and Cambrex's accountants, on the other hand, will use good faith efforts during the thirty (30) 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 Closing Date Working Capital Amount as identified in the Dispute Notice. Cambrex may request, and Buyer shall provide, reasonable access during normal business hours to the information and data used to calculate the Closing Date Working Capital Amount. If Cambrex and Buyer cannot reach written agreement during the Resolution Period, within ten (10) business days thereafter, their disagreements, limited to only those issues specified in the Dispute Notice still in dispute, may be submitted by either party to an independent, nationally-recognized United States public accounting firm jointly selected by Buyer's accountants and Cambrex's accountants (the "Independent Accountant"), which firm shall conduct such additional review as is necessary to resolve the specific disagreements referred to it. Based upon such review, the Independent Accountant shall determine the Closing Date Working Capital Amount (the "Independent Accountant Determination"). Such determination shall be completed as promptly as practicable but in no event later than thirty (30) days following the selection of the Independent Accountant and shall be confirmed by the Independent Accountant in writing to, and shall be final and binding on, Buyer and Cambrex for purposes of this Section 2.08. (d) The fees and expenses of the Independent Accountant shall be borne by Buyer and Cambrex in the inverse proportion as they may prevail on matters resolved by the Independent Accountant, which proportionate allocations shall also be determined by the Independent Accountant at the time the determination of the Independent Accountant is rendered on the merits of the matters submitted. (e) Within five (5) business days after the earlier of (i) the receipt by Buyer of an Approval Notice, (ii) the expiration of the Adjustment Period if Buyer has not received an Approval Notice or a Dispute Notice within such period, (iii) the expiration of the Resolution Period if Buyer and Cambrex have resolved all differences regarding the Working Capital Schedule within such period and (iv) the receipt of the Independent Accountant Determination, Buyer or Cambrex, as applicable, shall cause Company pay to prepare and deliver to Purchaser and Seller, in good faith, a final balance sheet and closing statement setting forth the other any Working Capital Adjustment in accordance with this Section 2.3 (the “Final Closing Statement”). This Final Closing Statement shall be prepared by Purchaser’s AuditorsAmount Due, Ernst & Young LLPas agreed or determined, the cost of which shall be a Company expense, not chargeable back to Seller. Within thirty (30) calendar days following Purchaser’s and Seller’s receipt of the Final Closing Statement, Purchaser or Seller may object in good faith to the Working Capital Adjustment in writing. In the event of any such objection, Purchaser and Seller shall attempt to resolve their differences by negotiation. If such parties are unable to do so within thirty (30) calendar days following receipt of the objecting party’s objection, Seller and Purchaser shall appoint another nationally recognized accounting firm mutually acceptable to each of Seller and Purchaser, which shall, at Seller’s and Purchaser’s joint expense, review the Final Closing Statement and determine the Working Capital Adjustment, if any, within thirty (30) calendar days of such appointment. Seller and Purchaser agree to cooperate with such accounting firm and provide it with such information as it reasonably requests to enable it to make such determination. The finding of such accounting firm shall be binding on the parties hereto. If Purchaser decides to establish a new accrual for environmental liabilities on the Final Closing Statement, this new accrual will be excluded from calculation of the Working Capital Adjustment. (d) Any amounts owed hereunder shall be paid to the party owed the same by the party owing the same by wire transfer of immediately available funds to an account designated by the party owed the same no later than five (5) business days following the determination by agreement without set-off or deduction of Seller and Purchaser or by binding determination any kind. The amount of said accounting firm of the Working Capital Adjustment, and any such payment shall be accompanied by an additional bear interest from and including the Closing Date to but excluding the date of payment of interestat a rate per annum equal to the Prime Rate as published in The Wall Street Journal, calculated with a 8.0% annual interest rate Eastern Edition in effect from time to time during the period from the Closing Date to the date of payment. Such interest shall be payable at the same time as the payment pursuant to this Section 2.3which it relates and shall be calculated daily on the basis of a year of 365 days and the actual number of days elapsed.

Working Capital Adjustment. (a) The Purchase Price is subject to upward adjustment if and to the extent that the Closing Working Capital Adjustment will be estimated at and made at Closing based on the parties’ best estimate and the Interim Purchase Price shall then be further adjusted after as of the Closing Date exceeds Zero Dollars ($0) (the “Target Working Capital”), provided that in no event shall such upward adjustment exceed Five Million Dollars ($5,000,000). The Purchase Price is subject to downward adjustment if and to the extent that the Closing Working Capital at and as of the Closing Date is less than the Target Working Capital. (b) Not later than two (2) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Buyer (i) an estimated unaudited balance sheet of the Target Company as of the anticipated Effective Time (the “Estimated Closing Balance Sheet”), and (ii) a statement setting forth Seller’s calculation of the estimated Closing Working Capital derived therefrom (the “Estimated Working Capital Calculation”). The Estimated Closing Balance Sheet shall be an estimate prepared by an Seller in good faith and in a format consistent with the Financial Statements. (An example of the Closing Working Capital calculation is set forth on Exhibit B.) The “Preliminary Adjustment” shall be the amount of dollars, positive by which the Adjusted Closing Working Capital determined from the Estimated Closing Balance Sheet is greater than or negativeless than, as the case may be, equal to the difference between the Target Working Capital and Capital. If the Adjusted Closing Working Capital as shown on determined from the Final Estimated Closing StatementBalance Sheet is greater than the Target Working Capital, which will then the Preliminary Adjustment shall be used added to determine the Final Purchase Price. (b) If Price for purposes of determining the Closing Payment; or if the Adjusted Closing Working Capital on as determined from the Final Estimated Closing Statement is: (i) Balance Sheet is less than the Target Working Capital, an amount equal to then the deficit Preliminary Adjustment shall be payable subtracted from the Purchase Price for purposes of determining the Closing Payment. (i) Within sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller to Purchaser;(A) an unaudited balance sheet of the Target Company as of the Effective Time (the “Revised Closing Balance Sheet”), and (B) a statement setting forth Buyer’s calculation of the Closing Working Capital derived therefrom (the “Revised Working Capital Calculation”). Buyer shall deliver with the Revised Closing Balance Sheet and Revised Working Capital Calculation reasonable supporting detail for its calculations. The Revised Closing Balance Sheet shall be prepared by Buyer in good faith, in accordance with GAAP applied in a manner consistent with the Financial Statements. (The Revised Working Capital Calculation shall be in a format consistent with the example set forth on Exhibit B.) (ii) greater than Following receipt, Seller shall review the amount shown on Revised Closing Balance Sheet and the Target Revised Working CapitalCapital Calculation; if Seller disagrees with the Revised Closing Balance Sheet or the Revised Working Capital Calculation, an amount equal to Seller shall notify Buyer in writing of such disagreement within thirty (30) days after receipt of those documents (a “Dispute Notice”), which Dispute Notice shall specify in reasonable detail the surplus shall be payable from Purchaser to Seller;items and amounts in dispute (the “Disputed Items”). (iii) equal Thereafter, Seller and Buyer shall use their reasonable best efforts to resolve their disagreements with respect to the amount shown Disputed Items and arrive at a definitive closing balance sheet from which the Closing Working Capital shall be definitively calculated. If Seller and Buyer are unable to resolve their disagreements with respect to the Disputed Items within thirty (30) days after Buyer receives the Dispute Notice, Seller or Buyer may require submission of such dispute to the national office of Ernst & Young (or if Ernst & Young is unwilling or unable to act in such capacity, then such other nationally-recognized independent accounting firm, through its national office, as is mutually agreeable to the parties) (the “Accounting Firm”). In connection therewith, Seller and Buyer shall enter into a customary engagement letter with the Accounting Firm. Seller and Buyer shall direct the Accounting Firm to resolve the Disputed Items (and only the Disputed Items) in accordance with the terms of this Agreement based solely on the Target Working Capital, no amount shall be due materials submitted to either party. The adjustment provided for in it pursuant to this Section 2.3 shall be known as the “Working Capital Adjustment.” Provided, however, there shall not be a Working Capital Adjustment unless the variance between Working Capital and Target Working Capital is either a deficit greater than $400,000 or a surplus greater than $400,000. For Example, if: 1. The Working Capital is $399,000 greater than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 2. The Working Capital is $399,000 less than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 3. The Working Capital is $450,000 greater than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,0002.3, and the Purchaser shall pay the Seller $50,000. 4. The Working Capital is $450,000 less than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000not by independent review, and the Seller shall pay the Purchaser $50,000functioning solely as an expert in accounting and not as an arbitrator. (civ) Within seventy-five ten (7510) calendar days following after the Closing DateAccounting Firm has been engaged, Seller and PurchaserBuyer shall furnish, as applicableat their own expense, shall cause Company to prepare the Accounting Firm and deliver to Purchaser and Seller, in good faith, each other a final balance sheet and closing written statement setting forth of their position with respect to the Working Capital Adjustment in accordance with this Section 2.3 Disputed Items. Within five (5) Business Days (the “Final Closing StatementSubmission Deadline”). This Final Closing Statement shall be prepared by Purchaser) after such ten (10) day period, Seller and Buyer may deliver to the Accounting Firm and to each other its response to the other’s Auditors, Ernst & Young LLP, the cost of which shall be a Company expense, not chargeable back to Seller. position on each matter in dispute. (v) Within thirty (30) calendar days following Purchaserafter the Submission Deadline, the Accounting Firm shall render its determination with respect to the Disputed Items in writing, with reasonable detail (the “Accountant’s Report”). In resolving each Disputed Item, the Accounting Firm shall be bound by the principles set forth in this Section 2.3, including GAAP, and Sellerthe defined terms used herein and shall not assign a value to any item that is greater than the greatest value for such item claimed by either party or that is less than the smallest value for such item claimed by either party. The Accountant’s receipt Report shall set forth a revised calculation of the Final Closing StatementWorking Capital, Purchaser or Seller may object applying the Accounting Firm’s determination in good faith to the Working Capital Adjustment in writing. In the event of any such objection, Purchaser and Seller shall attempt to resolve their differences by negotiation. If such parties are unable to do so within thirty (30) calendar days following receipt respect of the objecting party’s objection, Seller and Purchaser shall appoint another nationally recognized accounting firm mutually acceptable to each of Seller and Purchaser, which shall, at Seller’s and Purchaser’s joint expense, review the Final Closing Statement and determine the Working Capital Adjustment, if any, within thirty (30) calendar days of such appointment. Seller and Purchaser agree to cooperate with such accounting firm and provide it with such information as it reasonably requests to enable it to make such determinationDisputed Items. The finding determination of such accounting firm the Accounting Firm shall be conclusive and binding on upon the parties hereto. If Purchaser decides , and the parties agree that judgment may be entered upon the determination of the Accounting Firm in any court having jurisdiction over the party against which such determination is to establish a new accrual for environmental liabilities be enforced. (vi) The costs and fees of the Accounting Firm shall be paid by the party (i.e., Buyer or Seller, as the case may be) whose position on the Final Disputed Items is, in the aggregate, furthest in dollars from the decision reached by the Accounting Firm with respect to such matters. (vii) Seller and Buyer shall, and Buyer shall cause the Target Company to, reasonably cooperate with each other and their accountants and other Representatives at reasonable times during the review of, and the resolution of any objections with respect to, the Revised Closing Statement, this new accrual will be excluded from Balance Sheet and the calculation of the Closing Working Capital Adjustmentderived therefrom (such cooperation to include, by way of example and not limitation, making the relevant financial records available). (d) Any amounts owed hereunder (i) The “Final Working Capital Statement” shall be paid to (A) the party owed Revised Working Capital Calculation if Seller does not deliver a Dispute Notice, (B) the same Final Working Capital Statement designated by Seller and Buyer if Seller delivers a Dispute Notice and Seller and Buyer resolve the Disputed Items by mutual agreement, or (C) the Closing Working Capital calculation delivered by the party owing Accounting Firm with the same by wire transfer of immediately available funds to an account designated by the party owed the same no later than five (5) business days following the determination by agreement of Seller and Purchaser or by binding determination of said accounting firm of the Working Capital Adjustment, and such payment shall be accompanied by an additional payment of interest, calculated with a 8.0% annual interest rate from the Closing Date to the date of payment pursuant to this Section 2.3Accountant’s Report.

Working Capital Adjustment. (a) The Purchase Price has been established by the parties on the basis and with the understanding that Working Capital Adjustment will be estimated and made at Closing based on Two Hundred Fourteen Thousand Nine Hundred Dollars ($214,900.00) (the parties’ best estimate and “Working Capital Target”). Accordingly, if Working Capital is greater than the Interim Working Capital Target, the Purchase Price shall then will be further adjusted increased on a dollar-for-dollar basis by 55% of the amount of such excess (a “Working Capital Surplus Amount”), and if Working Capital is less than the Working Capital Target, the Purchase Price will be decreased on a dollar-for-dollar basis by 55% of the amount of such deficit (a “Working Capital Shortfall Amount”). (b) At least two Business Days prior to Closing, the Sellers’ Representative will deliver or cause to be delivered to Buyer a certificate, duly signed by Xxxxxxx or Xxxxxxx on behalf of the Company (the “Working Capital Estimate Certificate”), setting forth the Company’s good faith -12- PR01/ 1471369.15 estimate of Working Capital (“Estimated Working Capital”). If the Estimated Working Capital is greater than the Working Capital Target, the amount of such excess is an “Estimated Working Capital Surplus Amount”. If the Estimated Working Capital is less than the Working Capital Target, the amount of such deficit is an “Estimated Working Capital Shortfall Amount”. The Closing Cash Payment will reflect an increase on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Surplus Amount or a decrease on a dollar-for-dollar basis by 55% of the amount of any Estimated Working Capital Shortfall Amount, as the case may be. (c) Within 90 days after the Closing Date Date, Buyer will deliver to the Sellers’ Representative a certificate (the “Buyer’s Working Capital Certificate”) setting forth Buyer’s calculation of the final Working Capital (the “Buyer’s Working Capital Calculation”). (d) The Working Capital Estimate Certificate and the Buyer’s Working Capital Certificate will be prepared and calculated in accordance with GAAP applied consistently and in accordance with the Accounting Policies set forth on Exhibit 1.01. (e) (1) During the 45-day period following receipt by an amount the Sellers’ Representative of dollarsthe Buyer’s Working Capital Certificate, positive Buyer will provide the Sellers’ Representative access to the working papers and other information supporting the calculation of the Buyer’s Working Capital Calculation. The Buyer’s Working Capital Certificate will become final and binding on the parties on the 46th day following delivery thereof, unless the Sellers’ Representative gives Buyer written notice of its objection thereto (a “Working Capital Objection”) prior to such date (the “Working Capital Objection Deadline”). Within 10 days from the Working Capital Objection Deadline, assuming there is no Working Capital Objection, Buyer and the Sellers’ Representative will jointly instruct the Escrow Agent to disburse to Buyer from the Escrow Account or negativeBuyer will pay to the Sellers’ Representative (on behalf of Sellers and for distribution to Sellers by the Sellers’ Representative in accordance with each Seller’s Ownership Percentage), as the case may be, an amount equal to 55% of any true-up amount due based upon the difference between the Target Buyer’s Working Capital and Calculation; provided, however, that if any such true-up amount is due Buyer, Buyer may demand that such payment be made directly by Sellers (which payment obligation shall be allocated between them in accordance with each Seller’s Ownership Percentage) in lieu of Buyer receiving such payment from the Working Capital as shown on the Final Closing Statement, which will be used to determine the Final Purchase PriceEscrow Account. (b) If the Working Capital on the Final Closing Statement is: (i) less than If the Target Working Capital, an amount equal to the deficit shall be payable from Seller to Purchaser; (ii) greater than the amount shown on the Target Working Capital, an amount equal to the surplus shall be payable from Purchaser to Seller; (iii) equal to the amount shown on the Target Working Capital, no amount shall be due to either party. The adjustment provided for in this Section 2.3 shall be known as the “Working Capital Adjustment.” Provided, however, there shall not be Sellers’ Representative timely delivers a Working Capital Adjustment unless Objection to Buyer, as contemplated by Section 2.05(e)(i), Buyer and the variance between Sellers’ Representative will, using their good faith efforts, promptly commence to resolve their disagreements with respect to the calculation of Working Capital. If Buyer and the Sellers’ Representative are unable to resolve all of their disagreements with respect to the proposed adjustments set forth in a Working Capital and Target Working Capital is either a deficit greater than $400,000 or a surplus greater than $400,000. For Example, if: 1. The Working Capital is $399,000 greater than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 2. The Working Capital is $399,000 less than Target Working Capital there shall not be any adjustment to the Interim Purchase Price. 3. The Working Capital is $450,000 greater than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Purchaser shall pay the Seller $50,000. 4. The Working Capital is $450,000 less than Target Working Capital, there will be an adjustment to the Interim Purchase Price for the amount in excess of $400,000, and the Seller shall pay the Purchaser $50,000. (c) Within seventy-five (75) calendar Objection within 15 days following the Closing Date, Seller and Purchaser, as applicable, shall cause Company to prepare and deliver to Purchaser and Seller, in good faith, a final balance sheet and closing statement setting forth delivery of the Working Capital Adjustment Objection, then Buyer and the Sellers’ Representative will refer the dispute with respect to the items identified in accordance with this Section 2.3 (the “Final Closing Statement”). This Final Closing Statement shall be prepared by Purchaser’s Auditors, Ernst & Young LLP, the cost of which shall be a Company expense, not chargeable back to Seller. Within thirty (30) calendar days following Purchaser’s and Seller’s receipt of the Final Closing Statement, Purchaser or Seller may object in good faith to the Working Capital Adjustment in writing. In the event of any such objection, Purchaser and Seller shall attempt Objection to resolve their differences by negotiation. If such parties are unable to do so within thirty (30) calendar days following receipt of the objecting party’s objection, Seller and Purchaser shall appoint another nationally recognized an independent public accounting firm mutually acceptable to Buyer and the Sellers’ Representative (the “Auditor”) and will promptly submit to the Auditor, in writing, their briefs detailing their views as to the correct nature and amount of each item remaining in dispute and the amounts of Seller Working Capital and Purchasermake available all working papers and other information supporting their respective calculations of Working Capital. In making such calculations, the Auditor shall consider only those items and amounts in the Sellers’ Representative’s and Buyer’s respective calculations of Working Capital that are identified as being items and amounts to which shallthe Sellers’ Representative and Buyer have been unable to agree. In resolving any disputed item, at the Auditor may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. Buyer and the Sellers’ Representative will use their commercially reasonable efforts to cause the Auditor to deliver its written determination resolving -13- PR01/ 1471369.15 the matters submitted to it (the “Auditor Working Capital Determination”) to Buyer and the Sellers’ Representative no later than 30 days after the dispute is referred to the Auditor (the “Working Capital Determination Date”). The Auditor Working Capital Determination will be final, binding and conclusive on the parties, and Buyer and the Sellers’ Representative will jointly instruct the Escrow Agent to disburse to Buyer from the Escrow Account or Buyer will pay to the Sellers’ Representative (on behalf of Sellers and for distribution to Sellers by the Sellers’ Representative in accordance with each Seller’s and Purchaser’s joint expenseOwnership Percentage), review as the Final Closing Statement and determine case may be, 55% of any true-up amount set forth in the Auditor Working Capital Determination within 10 days following the Working Capital AdjustmentDetermination Date; provided, however, that if any such true-up amount is due Buyer, Buyer may demand that such payment be made directly by Sellers (which payment obligation shall be allocated between them in accordance with each Seller’s Ownership Percentage) in lieu of Buyer receiving such payment from the Escrow Account. The costs and expenses of the Auditor will be allocated and borne between Buyer, on the one hand, and the Sellers’ Representative, on the other hand, based upon the extent to which their positions on the disputed items are reflected in the Auditor Working Capital Determination, as determined by the Auditor. Each party agrees to execute, if anyrequested by the Auditor, within thirty (30) calendar days a reasonable engagement letter, including customary indemnities in favor of such appointmentthe Auditor. Seller and Purchaser agree to cooperate with such accounting firm and provide it with such information as it reasonably requests to enable it to make such determination. The finding of such accounting firm shall be binding on In acting under this Agreement, the parties hereto. If Purchaser decides to establish a new accrual for environmental liabilities on the Final Closing Statement, this new accrual Auditor will be excluded from calculation of the Working Capital Adjustment. (d) Any amounts owed hereunder shall be paid entitled to the party owed the same by the party owing the same by wire transfer privileges and immunities of immediately available funds to an account designated by the party owed the same no later than five (5) business days following the determination by agreement of Seller and Purchaser or by binding determination of said accounting firm of the Working Capital Adjustment, and such payment shall be accompanied by an additional payment of interest, calculated with a 8.0% annual interest rate from the Closing Date to the date of payment pursuant to this Section 2.3arbitrator.