Common use of Estimated Net Working Capital Clause in Contracts

Estimated Net Working Capital. Five (5) Business Days before the Merger Closing Date, the Company shall, in consultation and collaboration with the Purchaser, cause the Company to prepare and deliver to the Purchaser an estimated Closing Date Balance Sheet prepared in accordance with and consistent with Exhibit B (the “Estimated Closing Date Balance Sheet”), together with (x) a written statement setting forth the calculation of the estimated Net Working Capital as of 11:59 p.m. on the Business Day immediately prior to the Merger Closing Date (the “Estimated Net Working Capital”), the Payoff Amount, the Transaction Expenses, as well as all related workpapers and supporting calculations or other materials reasonably requested by the Purchaser, and (y) an updated Exhibit A solely to reflect changes to the distributions of proceeds at the Effective Time; provided, that, in no event shall such distributions pursuant to Exhibit A exceed the Aggregate Purchase Price plus or minus, as the case may be, the Estimated Net Working Capital Excess, the Net Working Capital Excess, the Estimated Net Working Capital Shortfall and the Net Working Capital Shortfall. In the event that the Estimated Net Working Capital as reflected on the Estimated Closing Date Balance Sheet as determined pursuant to this Section 3(i) is less than three million dollars ($3,000,000.00) (the “Estimated Net Working Capital Shortfall”), the aggregate Company Common Stock Consideration shall be reduced by an amount equal to the quotient of (A) the absolute value of such Estimated Net Working Capital Shortfall and (B) $14.67, and such reduction shall be allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. In the event that the Estimated Net Working Capital as reflected on the Estimated Closing Date Balance Sheet as determined pursuant to this Section 3(i) is greater than three million dollars ($3,000,000.00) (the “Estimated Net Working Capital Excess”), the aggregate Company Common Stock Consideration shall be increased by the quotient of (x) the absolute value of such Estimated Net Working Capital Excess and (y) $14.67, and such increase shall be allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. The amount determined pursuant to the foregoing is defined as the “Common Stock Adjustment Amount.”

Estimated Net Working Capital. Five (5) Business Days before Three days prior to the Merger Closing Date, the Company shall, in consultation and collaboration with the Purchaser, cause the Company to Seller shall prepare and deliver to the Purchaser an estimated Closing Date Balance Sheet prepared in accordance with and consistent with Exhibit B balance sheet (the “Estimated Closing Date Balance Sheet”)) for the Company as of the close of business on the Closing Date, together upon which Seller shall include Seller’s calculation of the estimated Net Working Capital. Seller shall prepare the Estimated Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; provided, however, that assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year- end (xwhich normally are determined through the application of so-called interim accounting conventions or procedures) a written statement setting forth shall be determined, for purposes of the Estimated Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent reviewed balance sheet included within the Financial Statements. If Purchaser approves the Estimated Closing Date Balance Sheet in writing, then Seller’s calculation of the estimated Net Working Capital as of 11:59 p.m. on the Business Day immediately prior to the Merger Closing Date (shall be deemed the “Estimated Net Working Capital”).” If Purchaser and Seller agree in writing upon a different estimated Net Working Capital, the Payoff Amount, the Transaction Expenses, as well as all related workpapers and supporting calculations or other materials reasonably requested by the Purchaser, and (y) an updated Exhibit A solely to reflect changes to the distributions of proceeds at the Effective Time; provided, that, in no event such agreed upon amount shall such distributions pursuant to Exhibit A exceed the Aggregate Purchase Price plus or minus, as the case may be, the be “Estimated Net Working Capital Excess, the Net Working Capital Excess, the Estimated Net Working Capital Shortfall and the Net Working Capital Shortfall. In the event that the Estimated Net Working Capital as reflected on Capital.” Purchaser’s consent to the Estimated Closing Date Balance Sheet as determined pursuant to this Section 3(i) is less than three million dollars ($3,000,000.00) (the “or agreement upon Estimated Net Working Capital Shortfall”), the aggregate Company Common Stock Consideration shall be reduced by an amount equal not have any precedential value with respect to the quotient of (A) the absolute value of such Estimated Net Working Capital Shortfall and (B) $14.67to be determined pursuant to Section 2.4. All calculations relating to the Estimated, and such reduction shall be allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. In the event that the Estimated Net Working Capital as reflected on the Estimated Draft or actual Closing Date Balance Sheet as determined pursuant to under this Section 3(i) is greater than three million dollars ($3,000,000.00) (the “Estimated Net Working Capital Excess”), the aggregate Company Common Stock Consideration Agreement shall be increased by the quotient of (x) the absolute value of such Estimated Net Working Capital Excess and (y) $14.67, and such increase shall be allocated made on a pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. The amount determined pursuant forma basis without giving effect to the foregoing is defined as consummation of the “Common Stock Adjustment Amounttransactions contemplated by this Agreement.”

Estimated Net Working Capital. Five (5) Business Days before days prior to the Merger Closing Date, the Company shall, in consultation and collaboration with the Purchaser, cause the Company to Seller shall prepare and deliver to the Purchaser Buyer an estimated Closing Date Balance Sheet prepared in accordance with and consistent with Exhibit B consolidated balance sheet (the “Estimated Closing Date Balance Sheet”)) for the Business as of the close of business on the Closing Date, together with (x) a written statement setting forth the upon which Seller shall include Seller’s calculation of the estimated Net Working Capital as of 11:59 p.m. on (defined below). Seller shall prepare the Business Day immediately prior to the Merger Estimated Closing Date Balance Sheet in accordance with United States generally accepted accounting principles (“GAAP”) except as provided on Schedule 1.5 (“Modified GAAP”). If Buyer approves the Estimated Closing Date Balance Sheet in writing, then Seller’s calculation of the estimated Net Working Capital shall be deemed the “Estimated Net Working Capital”).” If Buyer and Seller agree in writing upon a different estimated Net Working Capital, the Payoff Amount, the Transaction Expenses, as well as all related workpapers and supporting calculations or other materials reasonably requested by the Purchaser, and (y) an updated Exhibit A solely to reflect changes to the distributions of proceeds at the Effective Time; provided, that, in no event such agreed upon amount shall such distributions pursuant to Exhibit A exceed the Aggregate Purchase Price plus or minus, as the case may be, the be “Estimated Net Working Capital Excess, the Net Working Capital Excess, the Estimated Net Working Capital Shortfall and the Net Working Capital Shortfall. In the event that the Estimated Net Working Capital as reflected on Capital.” Buyer’s consent to the Estimated Closing Date Balance Sheet as determined pursuant to this Section 3(i) is less than three million dollars ($3,000,000.00) (the “or agreement upon Estimated Net Working Capital Shortfall”), the aggregate Company Common Stock Consideration shall be reduced by an amount equal not have any precedential value with respect to the quotient of (A) the absolute value of such Estimated Net Working Capital Shortfall and (B) $14.67to be determined pursuant to Section 1.6. All calculations relating to the Estimated, and such reduction shall be allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. In the event that the Estimated Net Working Capital as reflected on the Estimated Draft or actual Closing Date Balance Sheet as determined under this Agreement shall be made on a pro forma basis without giving effect to the consummation of the transactions contemplated by this Agreement (i.e., Buyer’s financial status shall not be reflected in the Estimated, Draft or actual Closing Date Balance Sheet). For the purposes of this Agreement, “Net Working Capital” shall means Seller’s current assets minus current liabilities (not including any amounts owing to Xxxxxx pursuant to this Section 3(i) is greater than three million dollars that certain promissory note, dated January 1, 2010 ($3,000,000.00) (such note being, the “Estimated Net Working Capital ExcessNote” and such amounts due and owing under the Note, the “Payoff Amount”), the aggregate Company Common Stock Consideration shall be increased by the quotient of (x) the absolute value of such Estimated Net Working Capital Excess and (y) $14.67, and such increase shall be allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. The amount determined pursuant to the foregoing is defined as the “Common Stock Adjustment Amount).”

Estimated Net Working Capital. Five (5) No later than three Business Days before prior to the Merger Closing Date, the Company shall, in consultation and collaboration with the Purchaser, cause the Company to shall prepare and deliver to the Purchaser an estimated Closing Date Balance Sheet prepared in accordance with and consistent with Exhibit B (the “Estimated Closing Date Balance Sheet”), together with (x) Buyer a written statement setting forth the calculation good faith estimate of the estimated Net Working Capital as of 11:59 p.m. on the Business Day immediately prior to the Merger Closing Date Date, together with all calculations related thereto (the “Estimated Net Working Capital”). “Net Working Capital” shall mean (i) the total current assets of the Business, including the Payoff AmountRecourse Financing Receivables but excluding (A) Cash, the Transaction Expenses(B) all assets related or attributable to Taxes, as well as all related workpapers and supporting calculations except any value added Tax or other materials reasonably requested comparable indirect Tax actually paid by the PurchaserSold Companies on or prior to the Closing Date for which the Sold Companies will be entitled to input credit or other offset against Tax that otherwise would be required to be paid by the Sold Companies subsequent to the Closing Date, (C) prepaid insurance maintained on the books of the Company and (D) Excluded Assets, less (ii) the current liabilities of the Business, including all accrued vacation Liabilities with respect to employees of the Business but excluding (A) all liabilities related or attributable to Taxes other than payroll taxes attributable to the Sold Companies, (B) unclaimed property reserve, (C) accrued salaries and wages, bonus accrual and incentive accrual with respect to the Business’ U.S. employees and employees of Harsco GmbH (it being understood that such items are Excluded Liabilities pursuant to Section 2.4(b)(iii)), (D) insurance liabilities maintained on the books of the Company (it being understood that such items are Excluded Liabilities), (E) long-term disability accrual (it being understood that the corresponding liability is an Excluded Liability), and (yF) an updated Exhibit A solely to reflect changes Excluded Liabilities, in each case, as of 11:59 p.m. (Eastern Time) on the Closing Date and giving effect to the distributions of proceeds at transactions described in Section 5.16, determined (i) in accordance with the Effective Time; provided, that, in no event shall such distributions pursuant to Exhibit A exceed Special Purpose Accounting Principles applied on a basis consistent with the Aggregate Purchase Price plus or minusAudited Financial Statements, as modified by the case may beaccounting principles set forth on Schedule 2.7(a) (including with respect to inventories), and (ii) consistent with the Estimated Net calculation of Reference Working Capital ExcessCapital, the Net Working Capital Excess, the Estimated Net Working Capital Shortfall and the Net Working Capital Shortfall. In the event that the Estimated Net Working Capital which calculation is attached hereto as reflected on the Estimated Closing Date Balance Sheet as determined pursuant to this Section 3(i) is less than three million dollars ($3,000,000.00) Schedule 1.2 (the “Estimated Net Working Capital ShortfallAgreed Principles”), the aggregate Company Common Stock Consideration shall be reduced by an amount equal to the quotient of (A) the absolute value of such Estimated Net Working Capital Shortfall and (B) $14.67, and such reduction shall be allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. In the event that the Estimated Net Working Capital as reflected on the Estimated Closing Date Balance Sheet as determined pursuant to this Section 3(i) is greater than three million dollars ($3,000,000.00) (the “Estimated Net Working Capital Excess”), the aggregate Company Common Stock Consideration shall be increased by the quotient of (x) the absolute value of such Estimated Net Working Capital Excess and (y) $14.67, and such increase shall be allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. The amount determined pursuant to the foregoing is defined as the “Common Stock Adjustment Amount.”