Adjustment of ▇▇▇▇▇▇▇ Purchase Price Sample Clauses

Adjustment of ▇▇▇▇▇▇▇ Purchase Price. (a) Not less than three (3) Business Days prior to the Closing Date, ▇▇▇▇▇▇▇ shall deliver to the Purchaser a statement (the "Estimated Working Capital Schedule") containing ▇▇▇▇▇▇▇'▇ estimate of Net Working Capital ("Estimated Net Working Capital"). (b) No later than 120 days following the Closing Date, the Parties shall cause the Company to prepare and deliver to ▇▇▇▇▇▇▇ and the Purchaser the Preliminary Working Capital Schedule. (c) ▇▇▇▇▇▇▇ shall have thirty (30) days following receipt of the Preliminary Working Capital Schedule during which to notify the Purchaser of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute. The Purchaser shall have thirty (30) days following receipt of the Preliminary Working Capital Schedule during which to notify ▇▇▇▇▇▇▇ of any dispute of any item contained in the Preliminary Working Capital Schedule, which notice shall set forth in reasonable detail the basis for such dispute. (d) If ▇▇▇▇▇▇▇ does not notify the Purchaser of any such dispute and the Purchaser does not notify ▇▇▇▇▇▇▇ of any such dispute within such thirty (30) day period, then the Preliminary Working Capital Schedule shall be deemed to be the Final Working Capital Schedule. (e) If ▇▇▇▇▇▇▇ notifies the Purchaser of any such dispute or the Purchaser notifies ▇▇▇▇▇▇▇ of any such dispute within such thirty (30) day period, then ▇▇▇▇▇▇▇ and the Purchaser shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Working Capital Schedule shall be prepared in accordance with the agreement of ▇▇▇▇▇▇▇ and the Purchaser. (f) If ▇▇▇▇▇▇▇ and the Purchaser are unable to resolve any dispute regarding the Preliminary Working Capital Schedule within thirty (30) days (or such longer period as ▇▇▇▇▇▇▇ and the Purchaser shall mutually agree in writing), following notice of such dispute, such dispute shall be submitted to, and all issues having a bearing on such dispute shall be resolved by, (x) the Raleigh, North Carolina office of Deloitte Touche, or (y) in the event such accounting firm is unable or unwilling to take such assignment, a "Big Four" or other nationally recognized accounting firm mutually agreed upon by ▇▇▇▇▇▇▇ and the Purchaser (such identified accounting firm or, if applicable, the firm so selected, the "Arbitrator"). ▇▇▇▇▇▇▇ and the Purchaser shall instruct the Arbitrator that, in resolving any s...