Common use of Working Capital Adjustment Clause in Contracts

Working Capital Adjustment. (a) Within ninety (90) days after the Closing, Sellers shall prepare and deliver to Buyer a written statement (the "Working Capital Adjustment Statement"), together with supporting work papers with respect to the calculation of the amounts set forth therein, which reflects the Working Capital as of the Effective Time for Iroquois. Buyer agrees to cooperate with Sellers in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Sellers and Sellers' representatives such books, records and information relating to Iroquois during normal business hours, as may be reasonably requested from time to time by Sellers or their representatives, to the extent Buyer has access thereto. (b) Buyer may dispute the Working Capital Adjustment Statement and the items reflected therein; provided, however, that Buyer shall notify Sellers in writing of any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within ninety (90) days after Buyer's receipt of the Working Capital Adjustment Statement. In the event of such a dispute, the Parties shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If the Parties are unable to reach a resolution of any such differences within ninety (90) days after Sellers' receipt of Buyer's written notice of dispute, the Parties shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within ninety (90) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding and conclusive on the Parties with respect to the remaining amounts disputed. The Independent Accounting Firm shall only resolve the disputed amounts by choosing the amounts submitted by Buyer or Sellers or amounts in between. The fees and disbursements of the Independent Accounting Firm shall be shared as to 50% by Buyer, on the (c) one hand, and 50% by Sellers, on the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 1.03(b). (d) Within five (5) Business Days after the earliest to occur of (i) a mutual written agreement of the Parties with respect to the Working Capital Adjustment Statement (ii) the termination of the ninety (90) day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein and (iii) the final determination of all such disputed amounts in accordance with Section 1.03(b) (the "Working Capital Adjustment Period"), (A) if Working Capital as of the Effective Time exceeds the Estimated Working Capital, Buyer shall pay Sellers 49.34% of the amount of such excess, and (B) if Working Capital as of the Effective Time is less than the Estimated Working Capital, Sellers shall pay to Buyer 49.34% of the amount of such deficiency. All payments made pursuant to the previous sentence shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Effective Time through the date of payment, in cash by wire transfer of immediately available funds. (i) Notwithstanding the foregoing, if the Distribution Agreement has not been executed by all parties thereto on or before the Closing Date, the Estimated Surplus Cash will be excluded from the calculation of Estimated Working Capital for purposes of determining the Closing Payment, and (subject to clause (ii), below) Actual Surplus Cash will be excluded from the calculation of Working Capital for purposes of determining the excess amount (if any) that Buyer would otherwise be required to pay within the period described in Section 1.03(c). (ii) If, after the Closing Date but before the end of the Working Capital Adjustment Period, the Distribution Agreement is executed by all parties thereto, then an amount equal to Actual Surplus Cash will be included in the calculation of Working Capital for purposes of determining the amount of any payment to be made by Sellers or Buyer, as applicable, pursuant to Section 1.03(c). (iii) In the event the Distribution Agreement is executed after the Working Capital Adjustment Period, then within 30 days of the execution of the Distribution Agreement, Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (iv) If the Distribution Agreement has not been executed by the parties prior to the fifth anniversary of the Closing Date, then on such date Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (v) All payments made pursuant to this Section 1.03(d) shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Closing Date through the date of payment, in cash by wire transfer of immediately available funds.

Working Capital Adjustment. The Purchase Price shall be subject to a working capital adjustment after the Closing as follows: (a) Within ninety (90) 60 days after the Closing, Sellers the Buyer shall prepare (with the full cooperation and deliver to Buyer a written statement (the "Working Capital Adjustment Statement"), together with supporting work papers with respect to the calculation assistance of the amounts set forth therein, which reflects the Working Capital as of the Effective Time for Iroquois. Buyer agrees to cooperate with Sellers in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Sellers and Sellers' representatives such books, records and information relating to Iroquois during normal business hours, as may be reasonably requested from time to time by Sellers or their representativesthe Executive Shareholders, to the extent Buyer has access theretorequested by the Buyer) a statement of the Businesses' (taken as a whole) current liabilities (to the extent assumed by the Buyer) and current assets (to the extent purchased by the Buyer) as of the Closing (the "POST-CLOSING STATEMENT"), and shall submit such statement to the Sellers for review and approval. (b) Buyer may dispute the Working Capital Adjustment Statement and the items reflected therein; provided, however, that Buyer shall notify Sellers in writing of any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within ninety (90) Within 30 days after Buyer's receipt of the Working Capital Adjustment Post-Closing Statement, the Sellers shall notify the Buyer of any objections the Sellers may have to the Post-Closing Statement. In the event of such a dispute, the Parties shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If the Parties are unable to reach a resolution absence of any such differences within ninety (90) days after Sellers' receipt of Buyer's written notice of disputeobjections, the Parties shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within ninety (90) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding and conclusive on the Parties with respect to the remaining amounts disputed. The Independent Accounting Firm shall only resolve the disputed amounts by choosing the amounts submitted by Buyer or Sellers or amounts in between. The fees and disbursements of the Independent Accounting Firm shall be shared as to 50% by Buyer, on the (c) one hand, and 50% by Sellers, on the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed to be modified to have approved the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 1.03(b). (d) Within five (5) Business Days after the earliest to occur of (i) a mutual written agreement of the Parties with respect to the Working Capital Adjustment Post-Closing Statement (ii) the termination of the ninety (90) day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein and (iii) the final determination of all such disputed amounts in accordance with Section 1.03(b) (the "Working Capital Adjustment Period"), (A) if Working Capital as of the Effective Time exceeds the Estimated Working Capital, Buyer shall pay Sellers 49.34% of the amount of such excess, and (B) if Working Capital as of the Effective Time is less than the Estimated Working Capital, Sellers shall pay to Buyer 49.34% of the amount of such deficiency. All payments made pursuant to the previous sentence shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Effective Time through the date of payment, in cash by wire transfer of immediately available funds. (i) Notwithstanding the foregoing, if the Distribution Agreement has not been executed by all parties thereto on or before the Closing Date, the Estimated Surplus Cash will be excluded from the calculation of Estimated Working Capital for purposes of determining the Closing Payment, and (subject to clause (ii), below) Actual Surplus Cash will be excluded from the calculation of Working Capital for purposes of determining the excess amount (if any) that Buyer would otherwise be required to pay within the period described in Section 1.03(c). (ii) If, after the Closing Date but before the end of the Working Capital Adjustment Period, the Distribution Agreement is executed by all parties thereto, then an amount equal to Actual Surplus Cash will be included in the calculation of Working Capital for purposes of determining the amount of any payment adjustment to be made by Sellers or Buyer, as applicable, pursuant to Section 1.03(c). (iii) In the event the Distribution Agreement is executed after the Working Capital Adjustment Period, then within 30 days of the execution of the Distribution Agreement, Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (iv) If the Distribution Agreement has not been executed by the parties prior to the fifth anniversary of the Closing Date, then on such date Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (v) All payments made pursuant to this Section 1.03(d) 3.2. If the Sellers notify the Buyer of any such objections, the Buyer and the Sellers shall be paid together with interest thereon at attempt to resolve such objections in good faith for a rate period of 2.5% per annum, calculated daily, for the period commencing on the Closing Date through 15 days from the date of paymentsuch notice of objection. If any objections of the Sellers cannot be resolved by the Sellers and the Buyer within such 15-day period, such dispute shall immediately be referred to an Independent Accounting Firm mutually selected by the parties. The determination of such Independent Accounting Firm with respect to such dispute shall be conclusive and binding on the Sellers and the Buyer. The party whose determination differs the most from the determination of such Independent Accounting Firm shall pay the fees of such firm. (c) Upon final determination of the Post-Closing Statement in accordance with the foregoing, in cash the event that the current assets of the Businesses (taken as a whole and to the extent purchased by wire transfer the Buyer) less the current liabilities of immediately available fundsthe Businesses (taken as a whole and to the extent assumed by the Buyer), as stated in the Post-Closing Statement (the "WORKING CAPITAL AMOUNT"), is an amount which is less than $1,000,000 (the "MINIMUM AMOUNT"), then the Purchase Price shall be reduced by the difference between the Working Capital Amount and the Minimum Amount and the Sellers shall be jointly and severally obligated to pay to the Buyer an amount equal to such difference with 5 Business Days of the final determination of the Post-Closing Statement.

Working Capital Adjustment. (a) Within ninety (90) days after If the ClosingClosing Working Capital as finally determined pursuant to Section 1.07 is less than $600,000, Sellers the Seller shall prepare pay to the Buyer, acting for itself and deliver for MTS, an amount equal to Buyer a written statement the difference between $600,000 and the Closing Working Capital (the "Working Capital Adjustment StatementAdjustment"), together with supporting work papers with respect to the calculation of the amounts set forth therein, which reflects the Working Capital as of the Effective Time for Iroquois. Buyer agrees to cooperate with Sellers in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Sellers and Sellers' representatives such books, records and information relating to Iroquois during normal business hours, as may be reasonably requested from time to time by Sellers or their representatives, to the extent Buyer has access thereto. (b) Any payment due from the Seller to the Buyer may dispute under this Section 1.08 shall first be satisfied from the Working Capital Adjustment Statement Escrow Fund, to the extent available, and the items reflected therein; provided, however, that Seller shall pay to Buyer shall notify Sellers in writing the value of any disputed amountsexcess over such amount in Ordinary Shares of MTS or cash, and provide a reasonably detailed description of the basis of such dispute, within ninety (90) days after Buyer's receipt of the Working Capital Adjustment Statement. In the event of such a dispute, the Parties shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If the Parties are unable to reach a resolution of any such differences within ninety (90) days after Sellers' receipt of Buyer's written notice of dispute, the Parties shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within ninety (90) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding and conclusive on the Parties with respect to the remaining amounts disputed. The Independent Accounting Firm shall only resolve the disputed amounts by choosing the amounts submitted determined by Buyer or Sellers or amounts in between. The fees and disbursements of the Independent Accounting Firm shall be shared as to 50% by Buyer, on theat its sole discretion. (c) one hand, and 50% by Sellers, on the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed Payments required to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 1.03(b). (d) Within five (5) Business Days after the earliest to occur of (i) a mutual written agreement of the Parties with respect to the Working Capital Adjustment Statement (ii) the termination of the ninety (90) day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein and (iii) the final determination of all such disputed amounts in accordance with Section 1.03(b) (the "Working Capital Adjustment Period"), (A) if Working Capital as of the Effective Time exceeds the Estimated Working Capital, Buyer shall pay Sellers 49.34% of the amount of such excess, and (B) if Working Capital as of the Effective Time is less than the Estimated Working Capital, Sellers shall pay to Buyer 49.34% of the amount of such deficiency. All payments made pursuant to the previous sentence shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Effective Time through the date of payment, in cash by wire transfer of immediately available funds. (i) Notwithstanding the foregoing, if the Distribution Agreement has not been executed by all parties thereto on or before the Closing Date, the Estimated Surplus Cash will be excluded from the calculation of Estimated Working Capital for purposes of determining the Closing Payment, and (subject to clause (ii), below) Actual Surplus Cash will be excluded from the calculation of Working Capital for purposes of determining the excess amount (if any) that Buyer would otherwise be required to pay within the period described in Section 1.03(c). (ii) If, after the Closing Date but before the end of the Working Capital Adjustment Period, the Distribution Agreement is executed by all parties thereto, then an amount equal to Actual Surplus Cash will be included in the calculation of Working Capital for purposes of determining the amount of any payment to be made by Sellers or Buyer, as applicable, pursuant to Section 1.03(c). (iii) In the event the Distribution Agreement is executed after the Working Capital Adjustment Period, then within 30 days of the execution of the Distribution Agreement, Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (iv) If the Distribution Agreement has not been executed by the parties prior to the fifth anniversary of the Closing Date, then on such date Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (v) All payments made pursuant to this Section 1.03(d1.08 shall be made as follows: (i) if the Seller shall not have delivered an Objection Notice to the Buyer in accordance with the provisions of Section 1.07(c), then within five (5) days after the end of the Examination Period, joint written instructions of Buyer, acting for itself and for MTS, and Seller ("Joint Instructions") shall be paid together delivered to Escrow Agent, instructing Escrow Agent to release a particular number of Escrow Shares from the Escrow Fund; and (ii) if the Seller shall have delivered such an Objection Notice to the Buyer, then within five (5) days after the end of the Examination Period, Joint Instructions shall be delivered to Escrow Agent, instructing Escrow Agent to release undisputed amounts of Escrow Shares and Joint Instructions with interest thereon at a rate respect to any disputed amounts of 2.5% per annumEscrow Shares shall be delivered to Escrow Agent within five (5) days after the resolution of the dispute, calculated daily, for whether by the period commencing on Settlement Agreement or upon the Closing Date through the date of payment, in cash by wire transfer of immediately available fundsAccountant's Determination.

Working Capital Adjustment. The Purchase Price shall be subject to adjustment in accordance with the following: (a1) Within ninety On a date not more than twenty (9020) days after the ClosingClosing Date, Sellers Seller shall prepare and deliver to Buyer Purchaser a written "CLOSING DATE BALANCE SHEET" (herein so called) consisting of an unaudited balance sheet of the Business as of the Closing Date which shall reflect the Current Assets (defined below) and Current Liabilities (defined below) as of the Closing Date. Such Closing Date Balance Sheet shall be prepared by the Seller. If within ten (10) days following delivery of the Closing Date Balance Sheet, Purchaser has not given Seller notice of its objection to the Closing Date Balance Sheet (such notice must contain a statement of the basis of Purchaser's objection), then the Closing Date Balance Sheet prepared by Seller shall be used in computing the Adjustment Amount (defined below). If Purchaser gives such notice of objection, then Ernst & Young LLP, Seller's certified public accountants and PricewaterhouseCoopers LLP, Purchaser's certified public accountants, shall use their best efforts to resolve the issues in dispute. If such accounting firms are unable to resolve the issues in dispute within twenty (20) days thereafter, then the issues in dispute shall be submitted to mutually agreed upon certified public accountants (the "Working Capital Adjustment StatementACCOUNTANTS"), together with supporting for resolution. If issues in dispute are submitted to the Accountants for resolution, (i) each party shall furnish to the Accountants such work papers with respect to the calculation of the amounts set forth therein, which reflects the Working Capital as of the Effective Time for Iroquois. Buyer agrees to cooperate with Sellers in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Sellers and Sellers' representatives such books, records and EXHIBIT 2.1 other documents and information relating to Iroquois during normal business hoursthe disputed issues as the Accountants may request and are available to that party, and shall be afforded the opportunity to present to the Accountants any material relating to the determination and to discuss the determination with the Accountants; (ii) the determination by the Accountants, as may be reasonably requested from time set forth in a notice delivered to time both parties by Sellers or their representativesthe Accountants, to the extent Buyer has access thereto. (b) Buyer may dispute the Working Capital Adjustment Statement and the items reflected therein; provided, however, that Buyer shall notify Sellers in writing of any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within ninety (90) days after Buyer's receipt of the Working Capital Adjustment Statement. In the event of such a dispute, the Parties shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If the Parties are unable to reach a resolution of any such differences within ninety (90) days after Sellers' receipt of Buyer's written notice of dispute, the Parties shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within ninety (90) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding and conclusive on the Parties with respect to the remaining amounts disputed. The Independent Accounting Firm shall only resolve the disputed amounts by choosing the amounts submitted by Buyer or Sellers or amounts in between. The fees and disbursements of the Independent Accounting Firm shall be shared as to 50% by Buyer, on the (c) one hand, and 50% by Sellers, on the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 1.03(b). (d) Within five (5) Business Days after the earliest to occur of (i) a mutual written agreement of the Parties with respect to the Working Capital Adjustment Statement (ii) the termination of the ninety (90) day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein parties; and (iii) the final determination of all such disputed amounts in accordance with Section 1.03(b) (the "Working Capital Adjustment Period"), (A) if Working Capital as of the Effective Time exceeds the Estimated Working Capital, Buyer Purchaser and Seller shall pay Sellers 49.34each bear 50% of the amount of such excess, and (B) if Working Capital as fees of the Effective Time is less than the Estimated Working Capital, Sellers Accountants for such determination. The Accountants shall pay use their best efforts to Buyer 49.34% of the amount of such deficiency. All payments made pursuant to the previous sentence shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Effective Time through the date of payment, in cash by wire transfer of immediately available fundsresolve any disputes within thirty (30) days after submission. (i) Notwithstanding the foregoing, if the Distribution Agreement has not been executed by all parties thereto on or before the Closing Date, the Estimated Surplus Cash will be excluded from the calculation of Estimated Working Capital for purposes of determining the Closing Payment, and (subject to clause (ii), below) Actual Surplus Cash will be excluded from the calculation of Working Capital for purposes of determining the excess amount (if any) that Buyer would otherwise be required to pay within the period described in Section 1.03(c). (ii) If, after the Closing Date but before the end of the Working Capital Adjustment Period, the Distribution Agreement is executed by all parties thereto, then an amount equal to Actual Surplus Cash will be included in the calculation of Working Capital for purposes of determining the amount of any payment to be made by Sellers or Buyer, as applicable, pursuant to Section 1.03(c). (iii) In the event the Distribution Agreement is executed after the Working Capital Adjustment Period, then within 30 days of the execution of the Distribution Agreement, Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (iv) If the Distribution Agreement has not been executed by the parties prior to the fifth anniversary of the Closing Date, then on such date Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (v) All payments made pursuant to this Section 1.03(d) shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Closing Date through the date of payment, in cash by wire transfer of immediately available funds.

Working Capital Adjustment. (a) Within ninety (90) days after the Closing, Sellers Seller shall prepare and deliver to Buyer a written statement (the "Working Capital Adjustment Statement"), together with supporting work papers with respect to the calculation of the amounts set forth therein, which reflects the Working Capital as of the Effective Time for IroquoisPNGTS. Buyer agrees to cooperate with Sellers Seller in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Sellers Seller and Sellers' Seller's representatives such books, records and information relating to Iroquois PNGTS during normal business hours, as may be reasonably requested from time to time by Sellers Seller or their its representatives, to the extent Buyer has access thereto. (b) Buyer may dispute the Working Capital Adjustment Statement and the items reflected therein; provided, however, that Buyer shall notify Sellers Seller in writing of any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within ninety (90) days after Buyer's receipt of the Working Capital Adjustment Statement. In the event of such a dispute, the Parties shall attempt to reconcile their differences and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the Parties. If the Parties are unable to reach a resolution of any such differences within ninety (90) days after Sellers' Seller's receipt of Buyer's written notice of dispute, the Parties shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within ninety (90) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding and conclusive on the Parties with respect to the remaining amounts disputed. The Independent Accounting Firm shall only resolve the disputed amounts by choosing the amounts submitted by Buyer or Sellers Seller or amounts in between. The fees and disbursements of the Independent Accounting Firm shall be shared as to 50% equally by Buyer, on the (c) the one hand, and 50% by SellersSeller, on the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 1.03(b). (dc) Within five (5) Business Days after the earliest to occur of (i) a mutual written agreement of the Parties with respect to the Working Capital Adjustment Statement Statement, (ii) the termination of the ninety (90) day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein therein, and (iii) the final determination of all such disputed amounts in accordance with Section 1.03(b) (the "Working Capital Adjustment Period"), (A) if Working Capital as of the Effective Time exceeds the Estimated Working Capital, Buyer shall pay Sellers 49.34Seller 11.81% of the amount of such excess, and (B) if Working Capital as of the Effective Time is less than the Estimated Working Capital, Sellers Seller shall pay to Buyer 49.3411.81% of the amount of such deficiency. All payments made pursuant to the previous sentence shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Effective Time through the date of payment, calculated at the Prime Rate in cash by wire transfer of immediately available funds. (i) Notwithstanding the foregoing, if the Distribution Agreement has not been executed by all parties thereto effect on or before the Closing Date, the Estimated Surplus Cash will be excluded from the calculation of Estimated Working Capital for purposes of determining the Closing Payment, and (subject to clause (ii), below) Actual Surplus Cash will be excluded from the calculation of Working Capital for purposes of determining the excess amount (if any) that Buyer would otherwise be required to pay within the period described in Section 1.03(c). (ii) If, after the Closing Date but before the end of the Working Capital Adjustment Period, the Distribution Agreement is executed by all parties thereto, then an amount equal to Actual Surplus Cash will be included in the calculation of Working Capital for purposes of determining the amount of any payment to be made by Sellers or Buyer, as applicable, pursuant to Section 1.03(c). (iii) In the event the Distribution Agreement is executed after the Working Capital Adjustment Period, then within 30 days of the execution of the Distribution Agreement, Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (iv) If the Distribution Agreement has not been executed by the parties prior to the fifth anniversary of the Closing Date, then on such date Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (v) All payments made pursuant to this Section 1.03(d) shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Closing Date through the date of payment, in cash by wire transfer of immediately available funds.

Working Capital Adjustment. The Cash Payment at Closing shall be increased by the amount that Seller's "Working Capital" at Closing is more than $2.6 million and decreased by the amount that Seller's "Working Capital" at Closing is less than $2.3 million. As used herein, the term "Working Capital" means the sum of the current assets (ato the extent the current assets of Seller are included in the Purchased Assets (as defined in Section 1.1 above) minus the sum of the current liabilities of Seller (to the extent that the current liabilities of Seller are included in the Assumed Liabilities (as defined in Section 2.3 below) as determined in accordance with generally accepted accounting principles ("GAAP"), and in a manner consistent with Seller's prior year's practices. For purposes of determining the Working Capital, (i) the Accounts Receivable shall be that which arose in the ordinary course to creditworthy customers, and the inventory shall be that which is currently salable, and (ii) no accounting reserve will be made for the Accounts Receivable or the Inventory because none has been made in the Seller 1999 Audited Financial Statements (as defined in Section 3.8 below). Within ninety (90) 30 business days after following the Closing, Sellers shall prepare and deliver to Buyer a written statement (the "Working Capital Adjustment Statement"), together with supporting work papers with respect to the calculation of the amounts set forth therein, which reflects the Working Capital as of the Effective Time for IroquoisClosing shall be reported by Seller to Purchaser. Buyer agrees to cooperate In the event Purchaser disagrees with Sellers in connection with the preparation Seller's determination of the Working Capital Adjustment Statement and related informationas of the Closing, and shall provide to Sellers and Sellers' representatives such books, records and information relating to Iroquois during normal business hours, as may be reasonably requested from time to time by Sellers or their representatives, to the extent Buyer has access thereto. (b) Buyer may dispute the Working Capital Adjustment Statement and the items reflected therein; provided, however, that Buyer then Purchaser shall notify Sellers Seller in writing of any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within ninety (90) 10 business days after Buyerreceipt of Seller's receipt calculation of the Working Capital Adjustment Statementas of the Closing, setting forth in reasonable detail the basis for such dispute. In If Purchaser does not provide such notice within such 10 business day period, then the event determination of the Working Capital as of the Closing by Seller shall be final, binding and conclusive upon the parties hereto. If Purchaser does provide such a disputenotice, the Parties Purchaser and Seller shall attempt in good faith to reconcile their differences and any resolution by them as to any disputed amounts amount shall be final, binding and conclusive on upon each of the Partiesparties hereto. If the Parties are unable Purchaser and Seller fail to reach a resolution of any such differences within ninety (90) 10 business days after Sellers' Seller's receipt of BuyerPurchaser's written notice of dispute, the Parties Purchaser and Seller shall submit the amounts items remaining in dispute for determination and resolution to Deloitte & Touche LLP or such other national accounting firm as may be agreed upon by Purchaser and Seller (the "Independent Accounting Firm"), which shall be instructed to determine within 30 business days of submission resolve and report to the Parties, within ninety (90) days after such submission, a resolution of Seller and Purchaser upon such remaining disputed amountsitems, and such resolution report shall be final, binding and conclusive on upon each of the Parties with respect to parties hereto. Purchaser and Seller agree that the remaining amounts disputed. The party which claims the greatest variance in Working Capital from that finally determined by the Independent Accounting Firm shall only resolve be responsible for the disputed amounts by choosing the amounts submitted by Buyer or Sellers or amounts in between. The fees and disbursements of the Independent Accounting Firm in connection with the resolution of such dispute. Seller or Purchaser, as the case may be, shall be shared as to 50% by Buyer, on the (c) one hand, and 50% by Sellers, on pay the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement and the amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm in accordance with this Section 1.03(b). (d) Within five (5) Business Days after the earliest to occur of (i) a mutual written agreement of the Parties with respect adjustment to the Working Capital Adjustment Statement (ii) the termination of the ninety (90) day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein and (iii) the final 5 business days following its determination of all such disputed amounts in accordance with Section 1.03(b) (the "Working Capital Adjustment Period"), (A) if Working Capital as of the Effective Time exceeds the Estimated Working Capital, Buyer shall pay Sellers 49.34% of the amount of such excess, and (B) if Working Capital as of the Effective Time is less than the Estimated Working Capital, Sellers shall pay to Buyer 49.34% of the amount of such deficiency. All payments made pursuant to the previous sentence shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Effective Time through the date of payment, in cash by wire transfer of immediately available funds. (i) Notwithstanding the foregoing, if the Distribution Agreement has not been executed by all parties thereto on or before the Closing Date, the Estimated Surplus Cash will be excluded from the calculation of Estimated Working Capital for purposes of determining the Closing Payment, and (subject to clause (ii), below) Actual Surplus Cash will be excluded from the calculation of Working Capital for purposes of determining the excess amount (if any) that Buyer would otherwise be required to pay within the period described in Section 1.03(c). (ii) If, after the Closing Date but before the end of the Working Capital Adjustment Period, the Distribution Agreement is executed by all parties thereto, then an amount equal to Actual Surplus Cash will be included in the calculation of Working Capital for purposes of determining the amount of any payment to be made by Sellers or Buyer, as applicable, pursuant to Section 1.03(c). (iii) In the event the Distribution Agreement is executed after the Working Capital Adjustment Period, then within 30 days of the execution of the Distribution Agreement, Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (iv) If the Distribution Agreement has not been executed by the parties prior to or the fifth anniversary of the Closing Date, then on such date Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus CashIndependent Accounting Firm. (v) All payments made pursuant to this Section 1.03(d) shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Closing Date through the date of payment, in cash by wire transfer of immediately available funds.

Working Capital Adjustment. (a) Seller has previously delivered to Purchaser a written statement setting forth Seller’s estimate of the Closing Working Capital (the “Estimated Closing Working Capital Statement”), which statement was prepared by Seller in good faith in accordance with GAAP and is set forth on Schedule 1.6(a) attached hereto. The estimated Closing Working Capital set forth in the Estimated Closing Date Working Capital Statement shall be the “Estimated Closing Working Capital.” (b) Within ninety sixty (9060) days after the ClosingClosing Date, Sellers Purchaser shall prepare and deliver to Buyer the Seller a written statement setting forth Closing Working Capital and Closing Cash as determined by Purchaser (the "Working Capital Adjustment “Closing Statement"”), together with supporting work papers with respect to the calculation of the amounts set forth therein, which reflects the Working Capital as of the Effective Time for Iroquois. Buyer agrees to cooperate with Sellers in connection with the preparation of the Working Capital Adjustment Statement and related information, and shall provide to Sellers and Sellers' representatives such books, records and information relating to Iroquois during normal business hours, as may be reasonably requested from time to time by Sellers or their representatives, to the extent Buyer has access thereto. (b) Buyer may dispute the Working Capital Adjustment Statement and the items reflected therein; provided, however, that Buyer shall notify Sellers in writing of any disputed amounts, and provide a reasonably detailed description of the basis of such dispute, within ninety (90) days after Buyer's receipt of the Working Capital Adjustment Statement. In the event that the Seller is in disagreement with the Closing Statement, the Seller shall, within twenty (20) business days after receipt of the Closing Statement, notify Purchaser of such a disputedisagreements setting forth with specificity the nature and amounts thereof. If the Seller fails to notify Purchaser of all disagreements within the twenty (20) business day period provided for herein, then the Parties shall attempt Closing Statement, as delivered by Purchaser pursuant to reconcile their differences and any resolution by them as to any disputed amounts this Section 1.6(b), shall be final, binding and conclusive on the Partiesparties hereto. If Seller is in disagreement with the Parties are unable to reach a resolution Closing Statement and Seller notifies Purchaser in writing (the “Objection Notice”), which Objection Notice shall specify in reasonable detail the dollar amount of any such differences within ninety (90) days after Sellers' receipt of Buyer's written notice of dispute, the Parties shall submit the amounts remaining in dispute for determination and resolution to the Independent Accounting Firm, which shall be instructed to determine and report to the Parties, within ninety (90) days after such submission, a resolution of such remaining disputed amounts, and such resolution shall be final, binding and conclusive on the Parties with respect to the remaining amounts disputed. The Independent Accounting Firm shall only resolve the disputed amounts by choosing the amounts submitted by Buyer or Sellers or amounts in between. The fees and disbursements of the Independent Accounting Firm shall be shared as to 50% by Buyer, on the (c) one hand, and 50% by Sellers, on the other hand. For the avoidance of doubt, the Working Capital Adjustment Statement disagreement and the amounts reflected thereon shall be deemed to be modified to the extent of any changes thereto that become final, binding and conclusive on the Parties based on mutual agreement or a determination of the Independent Accounting Firm basis therefor) within such twenty (20) business day period in accordance with this Section 1.03(b). (d) Within five (5) Business Days after the earliest to occur of (i) a mutual written agreement of the Parties with respect to the Working Capital Adjustment Statement (ii) the termination of the ninety (90) day period described in Section 1.03(b) if Buyer does not provide a notice of dispute within such period as provided therein and (iii) the final determination of all such disputed amounts in accordance with Section 1.03(b) (the "Working Capital Adjustment Period"), (A) if Working Capital as of the Effective Time exceeds the Estimated Working Capital, Buyer shall pay Sellers 49.34% of the amount of such excess, and (B) if Working Capital as of the Effective Time is less than the Estimated Working Capital, Sellers shall pay to Buyer 49.34% of the amount of such deficiency. All payments made pursuant to the previous sentence shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Effective Time through the date of payment, in cash by wire transfer of immediately available funds. (i) Notwithstanding the foregoing, if the Distribution Agreement has not been executed by all parties thereto on or before the Closing Date, the Estimated Surplus Cash will be excluded from the calculation of Estimated Working Capital for purposes of determining the Closing Payment, and (subject to clause (ii), below) Actual Surplus Cash will be excluded from the calculation of Working Capital for purposes of determining the excess amount (if any) that Buyer would otherwise be required to pay within the period described in Section 1.03(c). (ii) If, after the Closing Date but before the end of the Working Capital Adjustment Period, the Distribution Agreement is executed by all parties theretoAgreement, then an amount equal to Actual Surplus Cash will be included in the calculation of Working Capital for purposes of determining the amount of any payment to be made by Sellers or Buyer, as applicable, pursuant to Section 1.03(c). (iii) In the event the Distribution Agreement is executed after the Working Capital Adjustment Period, then within 30 days of the execution of the Distribution Agreement, Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (iv) If the Distribution Agreement has not been executed by the parties prior shall promptly attempt to the fifth anniversary of the Closing Date, then on resolve such date Buyer shall pay to Sellers an amount equal to 49.34% of the Actual Surplus Cash. (v) All payments made pursuant to this Section 1.03(d) shall be paid together with interest thereon at a rate of 2.5% per annum, calculated daily, for the period commencing on the Closing Date through the date of payment, in cash by wire transfer of immediately available funds.disagreements by