Common use of Closing Balance Sheet and Adjusted Closing Net Working Capital Clause in Contracts

Closing Balance Sheet and Adjusted Closing Net Working Capital. Promptly following the Closing, FAAC will cause Gxxxx Xxxxxxxx, LLP (or an equivalent firm selected by FAAC) to review the Estimated Closing Balance Sheet, including the Adjusted Closing Net Working Capital, the Closing Net Working Capital as reflected thereon. Based on such review, FAAC will deliver a proposed Closing Balance Sheet, prepared in a manner consistent with Section 2.4(b) above together with all related work papers, to the Members’ Representative within sixty (60) days after the later of (i) the Closing Date, or (ii) the date of receipt by FAAC of all information sufficient for FAAC to complete its review of all aspects of the Estimated Closing Balance Sheet, but in no event more than One Hundred Fifty (150) days after the Closing Date (the “Proposed Closing Balance Sheet”). If within thirty (30) days following delivery of the Proposed Closing Balance Sheet, the Members’ Representative has not given FAAC notice of his objection to the Proposed Closing Balance Sheet (which notice must contain a statement in reasonable detail of the basis of any such objection), then such Proposed Closing Balance Sheet shall constitute the “Closing Balance Sheet,” and the Adjusted Closing Net Working Capital and Closing Net Working Capital amounts included therein shall constitute the “Adjusted Closing Net Working Capital” and “Closing Net Working Capital.” If the Members’ Representative gives notice of an objection, the parties shall use their respective best efforts to resolve any dispute by negotiation. If such dispute cannot be settled by negotiation within thirty (30) days after receipt by FAAC of the Members’ Representative’s notice, the dispute shall be resolved in accordance with the Financial Issue Resolution Process set forth in Section 2.5.

Closing Balance Sheet and Adjusted Closing Net Working Capital. Promptly following the Closing, FAAC will cause Gxxxx Xxxxx Xxxxxxxx, LLP (or an equivalent firm selected by FAAC) to review the Estimated Closing Balance Sheet, including the Adjusted Closing Net Working Capital, the Closing Net Working Capital as reflected thereon. Based on such review, FAAC will deliver a proposed Closing Balance Sheet, prepared in a manner consistent with Section 2.4(b) above together with all related work papers, to the Members’ Representative within sixty (60) days after the later of (i) the Closing Date, or (ii) the date of receipt by FAAC of all information sufficient for FAAC to complete its review of all aspects of the Estimated Closing Balance Sheet, but in no event more than One Hundred Fifty (150) days after the Closing Date (the “Proposed Closing Balance Sheet”). If within thirty (30) days following delivery of the Proposed Closing Balance Sheet, the Members’ Representative has not given FAAC notice of his objection to the Proposed Closing Balance Sheet (which notice must contain a statement in reasonable detail of the basis of any such objection), then such Proposed Closing Balance Sheet shall constitute the “Closing Balance Sheet,” and the Adjusted Closing Net Working Capital and Closing Net Working Capital amounts included therein shall constitute the “Adjusted Closing Net Working Capital” and “Closing Net Working Capital.” If the Members’ Representative gives notice of an objection, the parties shall use their respective best efforts to resolve any dispute by negotiation. If such dispute cannot be settled by negotiation within thirty (30) days after receipt by FAAC of the Members’ Representative’s notice, the dispute shall be resolved in accordance with the Financial Issue Resolution Process set forth in Section 2.5.

Closing Balance Sheet and Adjusted Closing Net Working Capital. Promptly following the Closing, FAAC ICF will cause Gxxxx Xxxxxxxx, Xxxxx Xxxxxxxx LLP (or an equivalent firm selected by FAAC) to review the Estimated Closing Balance Sheet, including the Adjusted Closing Net Working Capital, the Closing Net Working Capital and the Closing Cash as reflected thereon. Based on such review, FAAC ICF will deliver a proposed Closing Balance Sheet, prepared in a manner consistent with Section 2.4(b2.3(b) above together with all related work papers, to the Members’ Shareholder’s Representative within sixty fifteen (6015) days Business Days after the later of (i) the Closing Date, or (ii) the date of receipt by FAAC ICF of all information sufficient for FAAC ICF to complete its review of all aspects of the Estimated Closing Balance Sheet, but in no event more than One Hundred Fifty (150) days after the Closing Date Sheet (the “Proposed Closing Balance Sheet”). If within thirty fifteen (3015) days Business Days following delivery of the Proposed Closing Balance Sheet, the Members’ Shareholder’s Representative has not given FAAC ICF notice of his objection to the Proposed Closing Balance Sheet (which notice must contain a statement in reasonable detail of the basis of any such objection), then such Proposed Closing Balance Sheet shall constitute the “Closing Balance Sheet,” and the Adjusted Closing Net Working Capital and Capital, Closing Net Working Capital and Closing Cash amounts included therein shall constitute the “Adjusted Closing Net Working Capital,” and “Closing Net Working Capital” and “Closing Cash.” If the Members’ Shareholder’s Representative gives notice of an objection, the parties shall use their respective best efforts to resolve any dispute by negotiation. If such dispute cannot be settled by negotiation within thirty (30) days after receipt by FAAC ICF of the Members’ Shareholder’s Representative’s notice, the dispute shall be resolved in accordance with the Financial Issue Resolution Process set forth in Section 2.52.4.