Common use of Working Capital Statement Clause in Contracts

Working Capital Statement. ‌ (a) Within 20 Business Days of the Effective Date, the Seller must procure that the Company prepares a draft Working Capital Statement in accordance with clause 5.4 (“Preparation of Working Capital Statement”) and delivers it to the Buyer with a view to determining the Working Capital as at 30 September 2013 (in accordance with this clause) and therefore the Adjustment Amount. (b) The Buyer must complete its examination and review of the draft Working Capital Statement within 10 Business Days after receipt by it (the “Review Period”). (c) The Buyer must, by no later than the end of the Review Period, deliver the Seller with written notice stating whether it agrees with the Adjustment Amount in the draft Working Capital Statement. If it does, or if it does not deliver such written notice by the end of the Review Period, then the draft delivered by the Seller will be taken to be the final Working Capital Statement for the purposes of this agreement. (d) If the Buyer does not agree with the Adjustment Amount in the draft Working Capital Statement, then its notice to the Seller shall set out: (i) the matters in respect of which it disagrees with the draft Working Capital Statement (the “Disputed Matters”); (ii) the grounds on which it disputes the Disputed Matters; and (iii) its opinion of the Adjustment Amount. (e) If the Buyer delivers a written notice stating that it does not agree with the Adjustment Amount set out in the draft Working Capital Statement then the Buyer and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed Matters. (f) If the Buyer and Seller cannot agree the Disputed Matters within 10 Business Days after delivery of the written notice from the Seller to the Buyer setting out the Disputed Matters (or such longer time as the Buyer and Seller may agree): (i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and (ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Working Capital Statement, as amended by any of the Disputed Matters that have been agreed between the Buyer and Seller, shall be taken to be the final Working Capital Statement for the purposes of this agreement. (g) If a reference is made to the Independent Expert, then the Buyer and Seller (or either as appropriate) must instruct the Independent Expert to make a determination on the Disputed Matters (or such of them as remain in dispute) within the shortest possible time by applying clause 5.4 (“Preparation of Working Capital Statement”) and the Working Capital Statement Principles with a view to finally determining the Adjustment Amount. The Independent Expert should, in any event, be instructed to make a determination no later than 30 days after receiving written submissions from each of the Buyer and Seller, which submissions must be made within 5 Business Days of the appointment of the Independent Expert (or such other period as is agreed between the Buyer and the Seller). A copy of those submissions must be made available to each party. The Buyer and Seller must also each provide (and procure that each Group Member provides) such information and assistance as the Independent Expert reasonably requests for the purposes of its determination. (h) The decision of the Independent Expert is, in the absence of manifest error, conclusive and binding on the parties for the purposes of determining the Disputed Matters and therefore the final Working Capital Statement and Adjustment Amount. The Independent Expert will be appointed as expert and not as arbitrator. The procedures for determination are, unless otherwise specified in this clause, to be determined by the Independent Expert. (i) The Buyer must pay the Independent Expert’s costs.

Working Capital Statement. ‌ (a) Within 20 Business Days of On or promptly after the Effective Closing Date, the Seller must procure that and the Company prepares a draft Buyer shall jointly conduct an evaluation of the Net Working Capital as at the Time of Closing. Within sixty days of the Closing Date, the Seller shall deliver to the Buyer the Working Capital Statement in accordance with clause 5.4 draft form (the “Preparation of Draft Working Capital Statement”) together with advice from KPMG LLP that they have completed their review procedures and, upon approval of the Draft Working Capital Statement will deliver its opinion in the form set out in Schedule 1.1(vvvvv). For the purpose of preparing the Draft Working Capital Statement, the Buyer agrees to grant the Seller’s authorized representatives reasonable access to relevant records, facilities and delivers personnel of the Buyer. The Seller shall provide the Buyer and the Buyer’s representatives with all cooperation and supporting audit working papers as they may reasonably require to enable them to review the Draft Working Capital Statement. The Buyer shall have a period of thirty days from the date it receives the Draft Working Capital Statement from the Seller in which to review the Draft Working Capital Statement, and: (a) APPROVAL OF WORKING CAPITAL STATEMENT - if no objection to the Draft Working Capital Statement is given to the Seller by the Buyer within that thirty day period, the Draft Working Capital Statement shall be deemed to have been approved as of the last day of that thirty day period or, if the Buyer gives notice to the Seller that it approves the Draft Working Capital Statement, on the date that notice is given. Upon approval or deemed approval, the Seller will deliver to the Buyer with a view to determining the final Working Capital as at 30 September 2013 (in accordance with this clause) and therefore Statement including the Adjustment Amountauditors report. (b) The OBJECTION TO WORKING CAPITAL STATEMENT - if the Buyer must complete its examination and review of objects to the draft Draft Working Capital Statement within 10 Business Days after receipt that thirty day period by it (giving notice to the “Review Period”)Seller setting out in reasonable detail the nature of the objection, the parties agree to attempt to resolve the matters in dispute within thirty days from the date the Buyer gives the notice to the Seller. If all matters in dispute are resolved by the parties, the Draft Working Capital Statement shall be modified to the extent required to give effect to that resolution and shall be deemed to have been approved as of the date of that modification.Upon resolution, the Seller will deliver to the Buyer the final Working Capital Statement including auditors report. (c) RESOLUTION BY FINANCIAL EXPERT - If the parties cannot resolve all matters in dispute within the thirty day period, all unresolved matters shall be submitted to the Financial Expert for resolution, and the Financial Expert shall be given access to all materials and information reasonably requested by it for that purpose and will be provided with all other materials or submissions as either party considers to be relevant, acting reasonably. The Buyer mustFinancial Expert will act as an expert and not as an arbitrator. As promptly as practicable, by no later than the end Financial Expert will deliver a written report to the parties setting forth its opinion as to the resolution of the Review Period, deliver matters in dispute. The Financial Expert’s opinion of all of the Seller with written notice stating whether it agrees with matters in dispute shall be final and binding on both parties absent error and shall not be subject to appeal by either party absent error. The fees and expenses of the Adjustment Amount in the draft Working Capital Statement. If it does, or if it does not deliver such written notice Financial Expert shall be borne equally by the end of the Review Period, then the draft delivered by the Seller will be taken to be the final parties. The Draft Working Capital Statement for shall be modified to the purposes extent required to give effect to the Financial Expert’s opinion and shall be deemed to have been approved as of this agreement.the date of that modification. Once the Working Capital Statement has been deemed to have been approved or approved by the Buyer or determined by the Financial Expert: (d) If ADJUSTMENT PAYMENT BY THE SELLER - if the Buyer does not agree with the Adjustment Amount in the draft Net Working Capital Statement, then its notice to is less than the Net Working Capital Estimate the Seller shall set out: (i) pay to the matters in respect Buyer as a reduction of that portion of the Purchase Price allocated to Net Working Capital the Net Working Capital Adjustment on the tenth Business Day following the date on which it disagrees with the draft Working Capital Statement (has been approved or determined by the “Disputed Matters”); (ii) the grounds on which it disputes the Disputed MattersFinancial Expert; and (iii) its opinion of the Adjustment Amount.or (e) If ADJUSTMENT PAYMENT BY THE BUYER - if the Net Working Capital is more than the Net Working Capital Estimate, the Buyer delivers a written notice stating shall pay to the Seller as an increase in that it does not agree with portion of the Adjustment Amount set out in the draft Purchase Price allocated to Net Working Capital Statement then the Buyer and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed Matters. (f) If the Buyer and Seller cannot agree the Disputed Matters within 10 Business Days after delivery amount of the written notice from the Seller to the Buyer setting out the Disputed Matters (or such longer time as the Buyer and Seller may agree): (i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and (ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Net Working Capital Statement, as amended by any of the Disputed Matters that have been agreed between the Buyer and Seller, shall be taken to be the final Working Capital Statement for the purposes of this agreement. (g) If a reference is made to the Independent Expert, then the Buyer and Seller (or either as appropriate) must instruct the Independent Expert to make a determination Adjustment on the Disputed Matters (or such of them as remain in dispute) within tenth Business Day following the shortest possible time by applying clause 5.4 (“Preparation of Working Capital Statement”) and date on which the Working Capital Statement Principles with a view to finally determining the Adjustment Amount. The Independent Expert should, in any event, be instructed to make a determination no later than 30 days after receiving written submissions from each of the Buyer and Seller, which submissions must be made within 5 Business Days of the appointment of the Independent Expert (has been approved or such other period as is agreed between the Buyer and the Seller). A copy of those submissions must be made available to each party. The Buyer and Seller must also each provide (and procure that each Group Member provides) such information and assistance as the Independent Expert reasonably requests for the purposes of its determination. (h) The decision of the Independent Expert is, in the absence of manifest error, conclusive and binding on the parties for the purposes of determining the Disputed Matters and therefore the final Working Capital Statement and Adjustment Amount. The Independent Expert will be appointed as expert and not as arbitrator. The procedures for determination are, unless otherwise specified in this clause, to be determined by the Independent Financial Expert; subject to any set-offs of the above payments that may be agreed to by the parties. (i) The Buyer must pay the Independent Expert’s costs.

Working Capital Statement. ‌ (a) Within 20 Business Days of the Effective Date, the Seller must 6.1 The Purchaser shall procure that the Company prepares shall: 6.1.1 prepare the draft Working Capital Statement as at the Working Capital Date in accordance with the provisions of this clause 6 and in accordance with Schedule 8; and 6.1.2 deliver the draft Working Capital Statement to the Purchaser and the Vendors; within 40 business days of Completion. 6.2 If, within 40 business days of receipt of the draft Working Capital Statement by the Vendors or, if earlier, prior to the earlier of the date of acceptance by the Vendors of the draft Working Capital Statement or delivery by the Vendors of a Notice of Disagreement (as defined in sub-clause 6.3), the Purchaser becomes aware of any matter that affects any amount set out in the draft Working Capital Statement, the Purchaser shall be entitled once only to propose in writing to the Vendors such amendments to the draft Working Capital Statement as the Purchaser deems fit to reflect such matter. If no amendments to the draft Working Capital Statement are proposed by the Purchaser, the Vendors shall notify the Purchaser within 40 business days of receipt of the draft Working Capital Statement whether or not they accept it. If amendments to the draft Working Capital Statement are proposed by the Purchaser, the Vendors shall notify the Purchaser within 40 business days of receipt of the proposed amendments whether or not they accept the draft Working Capital Statement. 6.3 If the Vendors notify the Purchaser that they do not accept such draft Working Capital Statement: 6.3.1 they shall, at the same time, set out in a notice in writing (a "NOTICE OF DISAGREEMENT") their reasons for such non-acceptance and specify (to the extent that they are able) the adjustments which, in their opinion, should be made to the draft Working Capital Statement in accordance order to comply with clause 5.4 the requirements of this Agreement and deliver a copy of the Notice of Disagreement to the Purchaser; and 6.3.2 the parties shall seek in good faith to resolve in writing all differences that they may have with respect to the matters raised in the Notice of Disagreement and to reach agreement upon the adjustments (“Preparation of if any) required to be made to the draft Working Capital Statement”) and delivers it to . Except for the Buyer with matters specifically set out in a view to determining the Working Capital as at 30 September 2013 (Notice of Disagreement delivered in accordance with this clause) and therefore sub-clause 6.3.1, the Adjustment AmountVendors shall be deemed to accept in full the draft Working Capital Statement. 6.4 If the Vendors are satisfied with the draft Working Capital Statement (beither as originally submitted or after adjustments agreed between the Vendors and the Purchaser) The Buyer must complete its examination and review or if the Vendors fail to notify the Purchaser of their non-acceptance of the draft Working Capital Statement within 10 Business Days after receipt by it (the “Review Period”). (c) The Buyer mustrelevant 40 business day period referred to in sub-clause 6.2, by no later than the end of the Review Period, deliver the Seller with written notice stating whether it agrees with the Adjustment Amount in then the draft Working Capital Statement. If it does, or if it does not deliver such written notice by Statement (incorporating any agreed adjustments) shall be final and binding on the end of parties and constitute the Review Period, then the draft delivered by the Seller will be taken to be the final Working Capital Statement for the purposes of this agreementAgreement. (d) 6.5 If the Buyer does Vendors and the Purchaser do not agree with reach agreement within 40 business days of the Adjustment Amount Purchaser's receipt of the Notice of Disagreement, then the matters remaining in dispute (and only those matters regarding the draft Working Capital Statement) shall be referred, then its notice to on the Seller application of the Vendors or the Purchaser, for determination by an independent firm of internationally recognised chartered accountants who shall set out: either be (i) agreed upon by the Vendors and the Purchaser or (ii) failing agreement within 10 business days of the application by the Vendors or the Purchaser, selected, on the application of either the Vendors or the Purchaser, by the President for the time being of the Institute of Chartered Accountants in England and Wales or his duly appointed deputy (the "INDEPENDENT FIRM"). The following provisions shall apply to such determination: 6.5.1 the Purchaser and/or the Purchaser's accountants and the Vendors and/or the Vendors' accountants shall each promptly prepare a written statement on the matters in respect dispute which (together with the relevant documents) shall be submitted to the Independent Firm for determination within 20 business days of the appointment of the Independent Firm; 6.5.2 at the same time as the Purchaser and/or the Purchaser's accountants and the Vendors and/or the Vendors' accountants submit their respective written statements to the Independent Firm for determination, each shall deliver to the other a copy of their submissions (with all relevant supporting documents); 6.5.3 following delivery of their respective submissions, the Purchaser and/or the Purchaser's accountants and the Vendors and/or the Vendors' accountants shall have the opportunity to comment once only on the other party's submissions by written comment delivered to the Independent Firm not later than 20 business days after the written statement was first submitted to the Independent Firm and copied to the other party; 6.5.4 any response to a subsequent request by the Independent Firm for information from either the Purchaser and/or the Purchaser's accountants or the Vendors and/or the Vendors' accountants shall be copied to the other parties at the same time as it is delivered to the Independent Firm and, unless otherwise directed by the Independent Firm, the party receiving a copy of the information may, within 20 business days after receipt of such information, comment once only on that information, and shall deliver a copy of such comment to the party who provided the information at the same time as it is delivered to the Independent Firm. Thereafter, neither the Vendors nor the Purchaser nor their respective accountants shall be entitled to make further statements or submissions except insofar as the Independent Firm so requests (in which case it disagrees with shall, on each occasion, give the other parties (unless otherwise directed) 20 business days to respond to any statements or submission so made); 6.5.5 the Independent Firm shall determine (using its own legal advice as appropriate) any question of the legal construction of this Agreement but only insofar as it is relevant to the determination of the Working Capital Statement; 6.5.6 in giving such determination, the Independent Firm shall state what adjustments (if any) are necessary to the draft Working Capital Statement in respect of the matters in dispute in order to comply with the requirements of this Agreement; 6.5.7 the Independent Firm shall act as an expert (and not as an arbitrator) in making any such determination which shall be final and binding on the “Disputed Matters”parties (in the absence of manifest error or fraud); (ii) 6.5.8 the grounds on parties expressly waive, to the extent permitted by law, any rights of recourse to the courts which they may otherwise have to challenge the Independent Firm's determination, including any determination pursuant to sub-clauses 6.5.5 and 6.5.7; 6.5.9 each party shall use its respective reasonable endeavours to assist the Independent Firm in making its determination and shall bear the costs and expenses of all counsel and other advisers, witnesses and employees retained by it disputes and the Disputed Matterscosts and the expenses of the Independent Firm shall be borne as to 50 per cent by the Vendors and as to 50 per cent by the Purchaser; 6.5.10 the parties and the Independent Firm shall, except as specifically provided in Schedule 8, have regard only to such events, matters and/or facts as shall have occurred by the Working Capital Date; and 6.5.11 the Independent Firm shall finally determine what adjustments (iiiif any) its opinion of the Adjustment Amount. (e) If the Buyer delivers a written notice stating that it does not agree with the Adjustment Amount set out in are necessary to the draft Working Capital Statement then pursuant to this clause 6 and shall inform both the Buyer Vendors and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed MattersPurchaser of such adjustments within 60 business days of the appointment of the Independent Firm. (f) If 6.6 When the Buyer Vendors and Seller cannot agree the Disputed Matters within 10 Business Days after delivery of the written notice from the Seller to the Buyer setting out the Disputed Matters Purchaser reach (or such longer time as pursuant to sub-clause 6.4 are deemed to reach) agreement on the Buyer and Seller may agree): (i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and (ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Working Capital Statement, Statement or when the Working Capital Statement is finally determined at any stage in accordance with the procedures set out in this clause 6: 6.6.1 the Working Capital Statement as amended by any of the Disputed Matters that have been so agreed between the Buyer and Seller, or determined shall be taken to be the final Working Capital Statement for the purposes of this agreement. (g) If a reference is made Agreement and, subject to the Independent Expertsub-clause 6.5.7, then the Buyer shall be final and Seller (or either as appropriate) must instruct the Independent Expert to make a determination binding on the Disputed Matters (or such of them parties; and 6.6.2 the Working Capital Amount as remain at the Working Capital Date shall be as set out in dispute) within the shortest possible time by applying clause 5.4 (“Preparation of final Working Capital Statement”) and . 6.7 Subject to any applicable rule of law or of any regulatory body or any provision of any contract or arrangement entered into prior to the date of this Agreement to the contrary, during the period from the date the Company provides the draft Working Capital Statement to the Vendors as provided by sub-clause 6.1 to the date the Working Capital Statement Principles with a view to finally determining the Adjustment Amount. The Independent Expert should, in any event, be instructed to make a determination no later than 30 days after receiving written submissions from each of the Buyer and Seller, which submissions must be made within 5 Business Days of the appointment of the Independent Expert (or such other period as is agreed between the Buyer and the Seller). A copy of those submissions must be made available to each party. The Buyer and Seller must also each provide (and procure that each Group Member provides) such information and assistance as the Independent Expert reasonably requests for the purposes of its determination. (h) The decision of the Independent Expert is, in the absence of manifest error, conclusive becomes final and binding on the parties for as provided by sub-clause 6.6, the purposes Purchaser shall procure that the Group shall promptly provide the Vendors and the Purchaser, their respective advisers, the Independent Firm and the Purchaser's accountants and the Vendors' accountants with all information reasonably requested (in their respective possession or control) relating to the operations of determining the Disputed Matters Group, as the case may be, including access at reasonable times to the Group's employees, books and therefore records, and all co-operation and assistance, as may in any such case be reasonably required to: 6.7.1 enable the final production of the draft Working Capital Statement; and 6.7.2 enable the Vendors to determine whether the draft Working Capital Statement and Adjustment Amountis acceptable in all respects; and 6.7.3 enable the Independent Firm to determine the Working Capital Statement. The Independent Expert will be appointed as expert Vendors and not as arbitrator. The procedures for determination are, unless otherwise specified in this clause, the Purchaser shall co-operate with each other with a view to be determined such information being provided by the Independent ExpertGroup in a manner which does not materially disrupt the business of the Group. (i) The Buyer must pay the Independent Expert’s costs.

Working Capital Statement. ‌ Buyer shall (a) Within 20 Business Days prepare, with the cooperation of the Effective DateSeller, the Seller must procure that the Company prepares a draft Working Capital Statement in accordance with clause 5.4 statement (“Preparation of Working Capital Statement”) showing a clear and delivers it to the Buyer with a view to determining detailed calculation of the Working Capital Excess or Working Capital Deficit, as at 30 September 2013 (in accordance with this clause) the case may be, and therefore the Adjustment Amount. (b) The Buyer must complete its examination and review of deliver the draft Working Capital Statement within 10 Business Days after receipt by it (to Seller at the “Review Period”). (c) The same time as the Closing Balance Sheet is delivered to Seller under Section 2.3. Seller shall notify Buyer must, by no later than in writing of any objections to the end of the Review Period, deliver the Seller with written notice stating whether it agrees with the Adjustment Amount in the draft Working Capital StatementStatement and/or Closing Balance Sheet within thirty (30) days after Seller receives the Working Capital Statement and the Closing Balance Sheet. If it does, or if it Seller does not deliver notify Buyer of any such written notice objections by the end of the Review Periodthat thirty-day period, then the draft delivered by the Seller will be taken to be the final Working Capital Statement for the purposes of this agreement. (d) If the Buyer does not agree with the Adjustment Amount in the draft Working Capital Statement, then its notice to the Seller shall set out: (i) the matters in respect of which it disagrees with the draft Working Capital Statement (the “Disputed Matters”); (ii) the grounds on which it disputes the Disputed Matters; and (iii) its opinion of the Adjustment Amount. (e) If the Buyer delivers a written notice stating that it does not agree with the Adjustment Amount set out in the draft Working Capital Statement then the Buyer and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed Matters. (f) If the Buyer and Seller cannot agree the Disputed Matters within 10 Business Days after delivery of the written notice from the Seller to the Buyer setting out the Disputed Matters (or such longer time as the Buyer and Seller may agree): (i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and (ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Working Capital Statement, as amended by any of the Disputed Matters that have been agreed between the Buyer and Seller, shall be taken to be the final Working Capital Statement for the purposes of this agreement. (g) If a reference is made to the Independent Expert, then the Buyer and Seller (or either as appropriate) must instruct the Independent Expert to make a determination on the Disputed Matters (or such of them as remain in dispute) within the shortest possible time by applying clause 5.4 (“Preparation of Working Capital Statement”) and the Working Capital Statement Principles with a view and the Closing Balance Sheet shall each be considered final on the last day of that thirty-day period. If Seller does notify Buyer of any such objections by the end of that thirty-day period, and Seller and Buyer are unable to finally determining the Adjustment Amount. The Independent Expert shouldresolve their differences within fifteen (15) days thereafter, then Seller and Buyer shall instruct their respective accountants to, in any eventgood faith, be instructed use their best efforts to make resolve such disputed items to their mutual satisfaction and to deliver a determination no later than 30 days after receiving written submissions from each of the Buyer and Seller, which submissions must be made within 5 Business Days of the appointment of the Independent Expert (or such other period as is agreed between the Buyer and the Seller). A copy of those submissions must be made available to each party. The Buyer and Seller must also each provide (and procure that each Group Member provides) such information and assistance as the Independent Expert reasonably requests for the purposes of its determination. (h) The decision of the Independent Expert is, in the absence of manifest error, conclusive and binding on the parties for the purposes of determining the Disputed Matters and therefore the final Working Capital Statement and Adjustment AmountClosing Balance Sheet to Seller and Buyer as soon as possible. The Independent Expert will If Seller’s accountants and Buyer’s accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of Seller and Buyer shall be appointed submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolution, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as expert and not soon as arbitratorpossible. The procedures for In the event that the Arbiter’s determination areof the value of such disputed items is closer in value to the value attributed to such disputed items by Buyer, unless otherwise specified in this clause, to be determined by the Independent Expert. (i) The Buyer must Seller shall pay the Independent Expertcosts of the Arbiter. In the event that the Arbiter’s costsdetermination of the value of such disputed items is closer in value to the value attributed to such disputed items by Seller, Buyer shall pay the costs of the Arbiter.

Working Capital Statement. ‌On or promptly after the Closing Date, the Seller and the Buyer shall jointly conduct an evaluation of the Net Working Capital as at the Time of Closing. Within sixty days of the Closing Date, the Seller shall deliver to the Buyer the Working Capital Statement in draft form (the "Draft Working Capital Statement") together with advice from KPMG LLP that they have completed their review procedures and, upon approval of the Draft Working Capital Statement will deliver its opinion in the form set out in Schedule 1.1(vvvvv). For the purpose of preparing the Draft Working Capital Statement, the Buyer agrees to grant the Seller's authorized representatives reasonable access to relevant records, facilities and personnel of the Buyer. The Seller shall provide the Buyer and the Buyer's representatives with all cooperation and supporting audit working papers as they may reasonably require to enable them to review the Draft Working Capital Statement. The Buyer shall have a period of thirty days from the date it receives the Draft Working Capital Statement from the Seller in which to review the Draft Working Capital Statement, and: (a) Within 20 Business Days APPROVAL OF WORKING CAPITAL STATEMENT - if no objection to the Draft Working Capital Statement is given to the Seller by the Buyer within that thirty day period, the Draft Working Capital Statement shall be deemed to have been approved as of the Effective Datelast day of that thirty day period or, if the Buyer gives notice to the Seller that it approves the Draft Working Capital Statement, on the date that notice is given. Upon approval or deemed approval, the Seller must procure that will deliver to the Company prepares a draft Buyer the final Working Capital Statement in accordance with clause 5.4 (“Preparation of Working Capital Statement”) and delivers it to including the Buyer with a view to determining the Working Capital as at 30 September 2013 (in accordance with this clause) and therefore the Adjustment Amountauditors report. (b) The OBJECTION TO WORKING CAPITAL STATEMENT - if the Buyer must complete its examination and review of objects to the draft Draft Working Capital Statement within 10 Business Days after receipt that thirty day period by it (giving notice to the “Review Period”). (c) The Buyer must, by no later than Seller setting out in reasonable detail the end nature of the Review Periodobjection, deliver the Seller with written parties agree to attempt to resolve the matters in dispute within thirty days from the date the Buyer gives the notice stating whether it agrees with to the Adjustment Amount Seller. If all matters in dispute are resolved by the draft parties, the Draft Working Capital Statement. If it does, or if it does not deliver such written notice by Statement shall be modified to the end extent required to give effect to that resolution and shall be deemed to have been approved as of the Review Perioddate of that modification. Upon resolution, then the draft delivered by the Seller will be taken deliver to be the Buyer the final Working Capital Statement for the purposes of this agreementincluding auditors report. (d) If the Buyer does not agree with the Adjustment Amount in the draft Working Capital Statement, then its notice to the Seller shall set out: (i) the matters in respect of which it disagrees with the draft Working Capital Statement (the “Disputed Matters”); (ii) the grounds on which it disputes the Disputed Matters; and (iii) its opinion of the Adjustment Amount. (e) If the Buyer delivers a written notice stating that it does not agree with the Adjustment Amount set out in the draft Working Capital Statement then the Buyer and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed Matters. (f) If the Buyer and Seller cannot agree the Disputed Matters within 10 Business Days after delivery of the written notice from the Seller to the Buyer setting out the Disputed Matters (or such longer time as the Buyer and Seller may agree): (i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and (ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Working Capital Statement, as amended by any of the Disputed Matters that have been agreed between the Buyer and Seller, shall be taken to be the final Working Capital Statement for the purposes of this agreement. (g) If a reference is made to the Independent Expert, then the Buyer and Seller (or either as appropriate) must instruct the Independent Expert to make a determination on the Disputed Matters (or such of them as remain in dispute) within the shortest possible time by applying clause 5.4 (“Preparation of Working Capital Statement”) and the Working Capital Statement Principles with a view to finally determining the Adjustment Amount. The Independent Expert should, in any event, be instructed to make a determination no later than 30 days after receiving written submissions from each of the Buyer and Seller, which submissions must be made within 5 Business Days of the appointment of the Independent Expert (or such other period as is agreed between the Buyer and the Seller). A copy of those submissions must be made available to each party. The Buyer and Seller must also each provide (and procure that each Group Member provides) such information and assistance as the Independent Expert reasonably requests for the purposes of its determination. (h) The decision of the Independent Expert is, in the absence of manifest error, conclusive and binding on the parties for the purposes of determining the Disputed Matters and therefore the final Working Capital Statement and Adjustment Amount. The Independent Expert will be appointed as expert and not as arbitrator. The procedures for determination are, unless otherwise specified in this clause, to be determined by the Independent Expert. (i) The Buyer must pay the Independent Expert’s costs.

Working Capital Statement. ‌ (a) Within 20 Business Days As promptly as practicable after the Closing, but in no event more than 90 days after the Closing, Buyer shall prepare and deliver to Sellers a statement setting forth the calculation of the Effective Date, the Seller must procure that the Company prepares a draft Closing Date Net Working Capital (the “Closing Date Statement of Net Working Capital”). The Closing Date Statement of Net Working Capital shall be prepared in accordance with clause 5.4 (“Preparation the Accounting Principles and in the same manner and form as the calculation of the Estimated Working Capital Statement”) and delivers it to from the Buyer with books and records of the Xxxxxx Companies, on a view to determining the Working Capital as at 30 September 2013 (in accordance with this clause) and therefore the Adjustment Amountconsolidated basis. (b) The During the 30-day period following delivery by Buyer must complete its examination and review of the draft Closing Date Statement of Net Working Capital, Buyer shall make available to Sellers and their authorized representatives during normal business hours the work papers used by Buyer in preparing the Closing Date Statement of Net Working Capital and shall promptly furnish to Sellers such other information with respect to the preparation of the Closing Date Statement within 10 Business Days after receipt by it (the “Review Period”)of Net Working Capital as Sellers or their representatives may from time to time reasonably request. (c) The Buyer must, by no later than the end Sellers shall have 30 days following receipt of the Review PeriodClosing Date Statement of Net Working Capital to notify Buyer of any disputes or objections concerning the Closing Date Statement of Net Working Capital, deliver specifying in reasonable detail the Seller with written notice stating whether it agrees with nature and amount of such disputes or objections (the Adjustment Amount “Notice of Dispute”). Items and amounts in the draft Closing Date Statement of Working Capital Statementto which no objection is made in the Notice of Dispute shall be final and binding upon the parties. If it does, or if it does Sellers do not deliver a Notice of Dispute to Buyer within such written notice by 30-day period, the end Closing Date Statement of the Review Period, then the draft delivered by the Seller will be taken to be the final Net Working Capital Statement for shall be considered to have been accepted by Sellers and shall be final and binding. In the purposes event Sellers deliver a Notice of this agreementDispute to Buyer, Buyer and Sellers shall attempt to resolve the disputed matters as promptly as possible. (d) If the Buyer does not agree with the Adjustment Amount and Sellers are unable to resolve all disputed matters identified in the draft Working Capital StatementNotice of Dispute, then its notice to the Seller shall set out: (i) the matters in respect of which it disagrees with the draft Working Capital Statement (the “Disputed Matters”); (ii) the grounds on which it disputes the Disputed Matters; and (iii) its opinion of the Adjustment Amount. (e) If the Buyer delivers a written notice stating that it does not agree with the Adjustment Amount set out in the draft Working Capital Statement then the Buyer and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed Matters. (f) If the Buyer and Seller cannot agree the Disputed Matters if any, within 10 Business Days 30 days after delivery of the written notice from Notice of Dispute to Buyer, the Seller to the Buyer setting out the Disputed Matters (or such longer time as the Buyer and Seller may agree): (i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and (ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Working Capital Statement, as amended by any of the Disputed Matters that have been agreed between the Buyer and Seller, disputed matters shall be taken to be the final Working Capital Statement for the purposes of this agreement. (g) If a reference is made to the Independent Expert, then the Buyer and Seller (or either as appropriate) must instruct the Independent Expert to make a determination on the Disputed Matters (or such of them as remain in dispute) within the shortest possible time resolved by applying clause 5.4 (“Preparation of Working Capital Statement”) and the Working Capital Statement Principles with a view to finally determining the Adjustment Amount. The Independent Expert should, in any event, be instructed to make a determination no later than 30 days after receiving written submissions from each of the Buyer and Seller, which submissions must be made within 5 Business Days of the appointment of the Independent Expert Xxxxx Xxxxxxxx LLP (or such other period accounting firm as is agreed between the Buyer and Sellers mutually may designate) (the Seller“Independent Accounting Firm”). A copy The determination by the Independent Accounting Firm shall be final and binding upon the parties, and the Closing Date Statement of those submissions must Net Working Capital shall be made available to each partyadjusted accordingly. The Buyer Independent Accounting Firm shall be instructed to address only the remaining disputed items or amounts and Seller must also each provide (to use reasonable efforts to complete its review and procure that each Group Member providesmake all necessary determinations within 30 days after submission of the Closing Date Statement of Net Working Capital and the Notice of Dispute to it. The Closing Date Statement of Net Working Capital, as modified by resolution of any disputes in accordance with this Section 1.3(d) such information or, if applicable, as accepted by Sellers pursuant to Section 1.3(c), shall be the “Final Statement of Net Working Capital.” The fees and assistance as the Independent Expert reasonably requests for the purposes of its determination. (h) The decision expenses of the Independent Expert is, in the absence of manifest error, conclusive Accounting Firm shall be shared equally by Sellers and binding on the parties for the purposes of determining the Disputed Matters and therefore the final Working Capital Statement and Adjustment Amount. The Independent Expert will be appointed as expert and not as arbitrator. The procedures for determination are, unless otherwise specified in this clause, to be determined by the Independent ExpertBuyer. (i) The Buyer must pay the Independent Expert’s costs.

Working Capital Statement. ‌ (a) Within 20 No later than five (5) Business Days of before the Effective Closing Date, the Seller must procure that the Company prepares shall deliver to Purchaser a draft statement containing good faith estimates of Working Capital Statement in accordance with clause 5.4 (the “Preparation Estimated Working Capital”) and of the Debt Amount (the “Estimated Debt Amount” and such statement, the “Estimated Working Capital Statement”), in each case as of 12:01 a.m., Central time, on the Closing Date. The Estimated Working Capital Statement will be prepared on a basis consistent with and using the same methods used in preparing the Audited Financial Statements as of December 31, 2006 and shall include reasonable documentation supporting the amounts set forth thereon. If Purchaser notifies the Company at least three (3) Business Days prior to the Closing that it disagrees with the Estimated Working Capital Statement or the Estimated Debt Amount, the parties hereto shall use commercially reasonable best efforts to reach agreement on such disputed items and amend the Estimated Working Capital Statement to reflect such agreement. If the parties are not able to resolve such dispute prior to the Closing, such amount in dispute up to $10,000,000, shall be deposited into the Escrow Account at the Closing (the “Disputed Pre-Closing Working Capital Amount”) and delivers it shall be subject to the Buyer with a view to determining the Working Capital as at 30 September 2013 (dispute resolution mechanism set forth in accordance with this clause) and therefore the Adjustment AmountSection 3.04(d). (b) No later than 90 days following the Closing Date, Parent shall cause to be prepared and delivered to the Stockholders’ Representative a statement of Working Capital and the Debt Amount, in each case as of 12:01 a.m., Central time, on the Closing Date (the “Working Capital Statement”). The Buyer must complete its examination and review of the draft Working Capital Statement within 10 Business Days after receipt by it will be prepared on basis consistent with and using the same methods used in preparing the Audited Financial Statements as of December 31, 2006 and shall include reasonable documentation supporting the amounts set forth thereon and shall state whether Parent continues to dispute the Disputed Pre-Closing Working Capital Amount. (c) Subject to Section 3.04(d), the Working Capital Statement, and the Working Capital and the Debt Amount set forth therein, shall be final, binding and conclusive on the parties hereto (the “Review PeriodFinal Working Capital” and the “Final Debt Amount”). (cd) The Buyer must, by no later than the end of the Review Period, deliver the Seller with written notice stating whether it agrees with the Adjustment Amount in the draft Working Capital Statement. If it does, or if it does not deliver such written notice by the end of the Review Period, then the draft delivered by the Seller will be taken to be the final Working Capital Statement for the purposes of this agreement. (d) If the Buyer does not agree with the Adjustment Amount in the draft Working Capital Statement, then its notice to the Seller shall set out: (i) the matters in respect of which it disagrees with the draft Working Capital Statement (the “Disputed Matters”); (ii) the grounds Stockholders’ Representative may dispute any amounts reflected on which it disputes the Disputed Matters; and (iii) its opinion of the Adjustment Amount. (e) If the Buyer delivers a written notice stating that it does not agree with the Adjustment Amount set out in the draft Working Capital Statement then the Buyer and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed Matters. (f) If the Buyer and Seller cannot agree the Disputed Matters within 10 Business Days after delivery of the written notice from the Seller to the Buyer setting out the Disputed Matters (or such longer time as the Buyer and Seller may agree): (i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and (ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Working Capital Statement, as amended by any of the Disputed Matters that have been agreed between the Buyer and Seller, shall be taken to be the final Working Capital Statement for the purposes of this agreement. (g) If a reference is made to the Independent Expert, then the Buyer and Seller (or either as appropriate) must instruct the Independent Expert to make a determination on the Disputed Matters (or such of them as remain in dispute) within the shortest possible time by applying clause 5.4 (“Preparation of Working Capital Statement”) and the Working Capital Statement Principles and, to the extent still in dispute, any Disputed Pre-Closing Working Capital Amounts, solely on the basis that the amounts reflected on the Working Capital Statement and, to the extent still in dispute, any Disputed Pre-Closing Working Capital Amounts were not arrived at in a manner consistent with a view to finally determining and using the Adjustment Amount. The Independent Expert shouldsame methods used in preparing the Audited Financial Statements as of December 31, 2006 or were arrived at based on mathematical or clerical error; provided, however, that the Stockholders’ Representative shall have notified Parent in writing of each disputed item, specifying the estimated amount thereof in dispute and setting forth, in any eventreasonable detail, be instructed to make a determination no later than the basis for such dispute, within 30 days after receiving written submissions from each of the Buyer and Seller, which submissions must be made within 5 Business Days of the appointment Parent’s delivery of the Independent Expert (Working Capital Statement to the Stockholders’ Representative. In the event of such a dispute, the Stockholders’ Representative and Parent 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 hereto. Any item or such other period as amount to which no dispute is agreed between the Buyer and the Seller). A copy of those submissions must raised in a timely delivered notice will be made available to each party. The Buyer and Seller must also each provide (and procure that each Group Member provides) such information and assistance as the Independent Expert reasonably requests for the purposes of its determination. (h) The decision of the Independent Expert is, in the absence of manifest errorfinal, conclusive and binding on the parties as of the end of such 30th Business Day. If the Stockholders’ Representative and Parent are unable to reach a resolution with such effect within 30 Business Days after the receipt by Parent of the Stockholders’ Representative’s written notice of dispute, Parent shall submit the items remaining in dispute for resolution to KPMG, LLP (or, if such firm shall decline or is unable to act or is not, at the purposes time of determining such submission, independent of the Disputed Matters Company and therefore Parent, to another independent accounting firm of international reputation mutually acceptable to the final Stockholders’ Representative and Parent) (either KPMG, LLP or such other accounting firm being referred to herein as the “Independent Accounting Firm”), which shall, within 30 Business Days after such submission, determine and report to the Stockholders’ Representative and Parent upon such remaining disputed items, and such report shall be final, binding and conclusive on the Stockholders’ Representative and Parent and the Working Capital Statement and Adjustment the Debt Amount as adjusted pursuant to such report shall be, respectively, the “Final Working Capital” and the “Final Debt Amount”. Notwithstanding anything to the contrary contained above, the Independent Accounting Firm is solely authorized and permitted to determine whether the Parent’s calculations were prepared in a manner consistent with and using the same methods used in preparing the Audited Financial Statements as of December 31, 2006 or were arrived at based on mathematical or clerical error. The fees and disbursements of the Independent Expert will Accounting Firm shall be appointed allocated between the Stockholders’ Representative and Parent in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by each such party (as expert and not as arbitrator. The procedures for determination are, unless otherwise specified in this clause, to be finally determined by the Independent ExpertAccounting Firm) bears to the total amount of such remaining disputed items so submitted. (ie) The Buyer must pay In acting under this Section 3.04, the Stockholders’ Representative, Parent and the Independent Expert’s costsAccounting Firm shall be entitled to the privileges and immunities of arbitrators.

Working Capital Statement. ‌ (a) Within 20 Business Days After the Closing, the Buyers will prepare a statement of Working Capital of the Effective Date, Business as of the Seller must procure that Closing Date (the Company prepares a draft Working Capital Statement in accordance with clause 5.4 (“Preparation of Working Capital Statement”) and delivers it in accordance with GAAP (as in effect on the date hereof) and, to the Buyer extent consistent with GAAP (as in effect on the date hereof), in a view manner consistent with the Working Capital items on the Interim Balance Sheet, except as disclosed on Schedule 2.7. Within 60 days after the Closing Date, the Buyers will deliver to determining the Sellers the Working Capital Statement and the calculation of the Working Capital as at 30 September 2013 (in accordance with this clause) of the Closing Date and therefore the Adjustment AmountCash Purchase Price. (b) The Buyer must complete its examination Sellers and review their accounting representatives will be entitled to examine the relevant books and records of the draft Business and to discuss the preparation of the Working Capital Statement within 10 Business Days after receipt by it (with the “Review Period”)Buyers and their accounting representatives. (c) The Buyer must, by no later than If the end Sellers disagree with the calculation of the Review PeriodCash Purchase Price, the Sellers must deliver to the Seller with written notice stating whether it agrees with Buyers, within 30 days after the Adjustment Amount in date the draft Working Capital Statement. If it does, or if it does not deliver such written notice by Buyers delivered the end of the Review Period, then the draft delivered by the Seller will be taken to be the final Working Capital Statement for and its Cash Purchase Price calculation to the purposes Sellers, a written description of this agreement. each such disagreement. The Buyers and the Sellers will negotiate in good faith to resolve any such disagreements. If, after a period of 30 days following the date on which such written description is delivered, the Buyers and the Sellers have not resolved each such disagreement, then either the Buyers or the Sellers will be entitled to submit such disagreements to Ernst & Young LLP (dthe “Resolution Accountants”) If so long as such submitting party provides written notice of such submission to the Buyer does not agree with nonsubmitting party. The Buyers will grant to the Adjustment Amount in Resolution Accountants reasonable access to the draft Business’s books and records and the Buyers’ accounting representatives to discuss the preparation of the Working Capital Statement, then its notice to the Seller shall set out: (i) the matters in respect calculation of which it disagrees with the draft Working Capital Statement (the “Disputed Matters”); (ii) the grounds on which it disputes the Disputed Matters; and (iii) its opinion of the Adjustment Amount. (e) If the Buyer delivers a written notice stating that it does not agree with the Adjustment Amount set out in the draft Working Capital Statement then the Buyer and Seller must enter into good faith negotiations and use all reasonable endeavours to agree the Disputed Matters. (f) If the Buyer and Seller cannot agree the Disputed Matters within 10 Business Days after delivery of the written notice from the Seller to the Buyer setting out the Disputed Matters (or such longer time as the Buyer and Seller may agree): (i) (within a further 10 Business Days) the Chief Executive Officer (or other authorised officer) of the Buyer and the Seller must meet for the purposes of resolving the Disputed Matters; and (ii) in respect of any Disputed Matter remaining in dispute, either party may (within a further 10 Business Days) refer any Disputed Matter to the Independent Expert for determination. If no meeting occurs under subparagraph (i) or no such reference is made under subparagraph (ii), then the content of the draft Working Capital Statement, as amended by any of the Disputed Matters that have been agreed between the Buyer and Seller, shall be taken to be the final Working Capital Statement for the purposes of this agreement. (g) If a reference is made to the Independent Expert, then the Buyer and Seller (or either as appropriate) must instruct the Independent Expert to make a determination on the Disputed Matters (or such of them as remain in dispute) within the shortest possible time by applying clause 5.4 (“Preparation of Working Capital Statement”) and the Working Capital Statement Principles with a view to finally determining as of the Adjustment AmountClosing Date and the Cash Purchase Price. The Independent Expert should, in any event, be instructed to make a determination no later than Resolution Accountants will resolve the disagreements within 30 days after receiving written submissions from each the date on which the Resolution Accountants are engaged or as soon thereafter as possible, and the calculation of the Buyer and Seller, which submissions must Cash Purchase Price by the Resolution Accountants will be made within 5 Business Days binding upon the Parties. The cost of the appointment services of the Independent Expert Resolution Accountants will be borne by either the Buyers (jointly and severally) or such the Sellers (jointly and severally) based on whose last written settlement offer submitted to the other period as is agreed between Party before the Buyer and the Seller). A copy of those submissions must be made available to each party. The Buyer and Seller must also each provide (and procure that each Group Member provides) such information and assistance as the Independent Expert reasonably requests for the purposes of its determination. (h) The decision engagement of the Independent Expert is, in Resolution Accountants differs the absence most from the amount of manifest error, conclusive and binding on the parties for the purposes of determining the Disputed Matters and therefore the final Working Capital Statement and Adjustment Amount. The Independent Expert will be appointed Cash Purchase Price as expert and not as arbitrator. The procedures for determination are, unless otherwise specified in this clause, to be finally determined by the Independent ExpertResolution Accountants. If both last written settlement offers differ equally, such cost will be borne half by the Buyers (jointly and severally) and half by the Sellers (jointly and severally). (i) The Buyer must pay the Independent Expert’s costs.