Common use of Net Working Capital Adjustment Clause in Contracts

Net Working Capital Adjustment. (a) The parties acknowledge and agree that the aggregate amount of the Purchase Price has been established in part with reference to the net working capital of Sellers (calculated with reference only to Purchased Assets and Assumed Liabilities) in the amount of $1,967,000 (the “Base NWC”). At the Closing, Sellers shall deliver to Purchaser a certificate (the “Closing Certificate”) detailing the calculation of the estimated net working capital of Sellers as of July 31, 2006 (the “Estimated NWC”) which estimate shall be prepared by Sellers in accordance with GAAP applied consistently with the Seller Financial Statements (calculated with reference only to Purchased Assets and Assumed Liabilities). As promptly as practicable, but in any event within ninety (90) days after the Closing Date, Purchaser shall deliver to Sellers a statement of the net working capital of Sellers as of the Closing Date (the “Closing Date Statement”), which shall be prepared by Purchaser in accordance with GAAP (calculated with reference only to Purchased Assets and Assumed Liabilities). The Closing Date Statement shall be conclusive and binding upon the parties hereto, unless Sellers object in writing to any item or items shown on the Closing Date Statement within twenty (20) days after delivery to Sellers of the Closing Date Statement (the “Objection Period”). During the Objection Period, Sellers shall have reasonable access during normal business hours to all work papers of Purchaser’s accountant that were used in the preparation of the Closing Date Statement. If Purchaser and Sellers shall be unable to resolve any dispute with respect to the Closing Date Statement within twenty (20) days after delivery of Sellers’ written objections, the matter or matters in dispute shall be submitted (at the equal expense of Purchaser and Sellers) to such firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such firm of independent certified public accountants shall be conclusive and binding upon Purchaser and Sellers. The net working capital of Sellers as of the Closing Date conclusively determined as aforesaid is sometimes referred to herein as the “Closing NWC”.

Net Working Capital Adjustment. (ai) The parties acknowledge and agree that At least two (2) Business Days prior to the aggregate amount estimated Effective Time of the Purchase Price has been established Merger, the Company shall prepare in part with reference good faith and deliver to Itron a preliminary projected balance sheet as of the net working capital anticipated Effective Time of Sellers (calculated with reference only to Purchased Assets and Assumed Liabilities) in the amount of $1,967,000 Merger (the “Base NWC”"Preliminary Closing Balance Sheet"). At the Closing, Sellers shall deliver to Purchaser a certificate (the “The Preliminary Closing Certificate”) detailing the calculation of the estimated net working capital of Sellers as of July 31, 2006 (the “Estimated NWC”) which estimate Balance Sheet shall be prepared according to GAAP consistent with the Company's past practices and shall be accompanied by Sellers a projected statement of income in accordance with GAAP applied consistently with for the Seller Financial Statements period ended at the anticipated Effective Time of the Merger (calculated with reference only to Purchased Assets and Assumed Liabilitiesthe "Closing Statement"). As promptly as practicableIn addition, but in any event within ninety (90) days after the Closing Date, Purchaser Company shall deliver to Sellers provide a statement of schedule reasonably detailing the net working capital of Sellers Company's estimate as of the Closing Date projected Effective Time of the Merger of the Net Working Capital Adjustment (the “Closing Date Statement”), which shall be "Estimated Net Working Capital Adjustment") prepared by Purchaser in accordance with GAAP the provisions set forth on Schedule 3.1(d) comparing the Net Working Capital on the Company's Balance Sheet as of August 31, 2002 with the anticipated balance sheet at the Effective Time of the Merger based on the Preliminary Closing Balance Sheet. To the extent that the Estimated Net Working Capital Adjustment is a decrease in excess of Three Million Dollars (calculated with reference only $3,000,000) (such excess over $3,000,000, an "Initial Excess Decrease"), Itron shall withhold from the Merger Consideration an amount of cash equal to Purchased Assets One Hundred Percent (100%) of such Initial Excess Decrease, and Assumed LiabilitiesItron shall add such to the Escrow provided for in Section 3.1(c) above. To the extent that the Estimated Net Working Capital Adjustment is an increase in excess of Three Million Dollars ($3,000,000) (such excess over $3,000,000, an "Initial Excess Increase"), Itron shall contribute to the Escrow provided for in Section 3.1(c) above an amount of cash equal to such Initial Excess Increase. The Closing Date Statement Company shall be conclusive and binding upon the parties hereto, unless Sellers object in writing to any item or items shown on the Closing Date Statement within twenty (20) days after delivery to Sellers of the Closing Date Statement (the “Objection Period”). During the Objection Period, Sellers shall have reasonable access consult with Itron during normal business hours to all work papers of Purchaser’s accountant that were used in the preparation of the Preliminary Closing Date StatementBalance Sheet, the Closing Statement and the Net Working Capital Adjustment. If Purchaser the Company and Sellers Itron are unable to agree on the Estimated Net Working Capital Adjustment following such consultation, then, in addition to any other amounts to be deposited into the Escrow at Closing pursuant to this Section 3.1, Itron shall withhold from the Merger Consideration and deposit into the Escrow an amount of Merger Consideration equal to (x) the Estimated Net Working Capital Adjustment prepared by the Company (the "Company NWCA Estimate"), plus (y) one-half of the result obtained by subtracting (I) the Company NWCA Estimate from (II) the Estimated Net Working Capital Adjustment prepared by Itron. For all purposes of Sections 3.1(c) and (d) and Article X, the amounts to be withheld from or paid in addition to the Merger Consideration, and amounts otherwise deposited in or paid from the Escrow, shall be unable to resolve any dispute with respect to apportioned on an Escrowed Pro Rata Basis among all Company Stockholders. It is the Closing Date Statement within twenty (20) days after delivery of Sellers’ written objections, the matter or matters in dispute shall be submitted (at the equal expense of Purchaser and Sellers) to such firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such firm of independent certified public accountants shall be conclusive and binding upon Purchaser and Sellers. The net working capital of Sellers as intent of the Closing Date conclusively determined Company and Itron to provide in so far as aforesaid is sometimes referred to herein reasonably possible that the Final NWCA Decrease (as hereinafter defined) will not be more than the “Closing NWC”Initial NWCA Decrease (as hereinafter defined).

Net Working Capital Adjustment. The Purchase Price shall be increased (aor decreased) The parties acknowledge and agree that by the aggregate amount by which the actual Net Working Capital of the Purchase Price has been established in part with reference to the net working capital of Sellers Company at Closing is more than (calculated with reference only to Purchased Assets and Assumed Liabilitiesor less than) in the amount of $1,967,000 Target Net Working Capital (the “Base NWCNet Working Capital Adjustment”). At “Net Working Capital” means (A) current assets not including (i) cash, (ii) uncollected accounts receivable that were invoiced more than ninety (90) prior to the ClosingClosing Date, Sellers shall deliver and/or (iii) the Retention Fund (as hereinafter defined), minus (B) current liabilities, each as determined using GAAP and the Company’s existing accounting practices, each applied on a consistent basis, with GAAP prevailing in the event of conflict. For clarification purposes, accruals and unrecorded liabilities will be deemed to Purchaser a certificate (the “Closing Certificate”) detailing the calculation have been recorded as of the estimated net working capital of Sellers as of July 31Closing Date. “Target Net Working Capital” means Five Hundred Eight Thousand Dollars ($508,000). If the Net Working Capital Adjustment is positive, 2006 (the “Estimated NWC”) which estimate amount thereof shall be prepared paid by Sellers Buyer to Seller in accordance with GAAP applied consistently with immediately available funds. If the Net Working Capital Adjustment is negative, the amount thereof shall be paid by Seller Financial Statements (calculated with reference only to Purchased Assets and Assumed Liabilities)Buyer in immediately available funds. As promptly as practicable, but in any event within Within ninety (90) days after the Closing Date, Purchaser shall Buyer will prepare and deliver to Sellers Seller a statement certificate (the “NWC Certificate”), signed by Buyer, certifying Buyer’s good faith determination of the net working capital actual Net Working Capital of Sellers the Company as of the Closing Date, and identifying any Net Working Capital Adjustments to the Purchase Price as a result of the actual Net Working Capital as of the Closing Date being greater than (or less than) Target Net Working Capital. If Seller does not object to the “Closing Date Statement”)calculation of actual Net Working Capital in the NWC Certificate within thirty (30) days after Seller’s receipt thereof, which or accepts Buyer’s determination of Net Working Capital as set forth in the NWC Certificate during such thirty (30) day period, then the Purchase Price will be adjusted as set forth in the NWC Certificate, and payment or set off, as the case may be, shall be prepared by Purchaser made in accordance with GAAP (calculated with reference only to Purchased Assets and Assumed Liabilitiesthis Section 1.3(c). The Closing Date Statement shall be conclusive and binding upon If Seller objects to the parties heretocalculation of actual Net Working Capital in the NWC Certificate, unless Sellers object then Seller must notify Buyer in writing to any item or items shown on the Closing Date Statement of such objection within twenty thirty (2030) days after delivery to Sellers of Seller’s receipt thereof (such notice setting forth in reasonable detail the Closing Date Statement (the basis for such objection, an “Objection PeriodNotice”). During the Objection Periodsuch thirty (30) day period (i.e. being that period during which Seller must determine whether or not to accept Buyer’s NWC Certificate), Sellers shall have reasonable Buyer will permit Seller or his delegates access during normal business hours to all such work papers of Purchaser’s accountant that were used in relating to the preparation of the Closing Date StatementNWC Certificate, as may be reasonably necessary to permit Seller to review in detail the manner in which the NWC Certificate was prepared, and all information received pursuant to this Section 1.3(c) will be kept confidential by the Party receiving it. If Purchaser Buyer and Sellers shall be unable Seller will thereafter negotiate in good faith to resolve any dispute with respect to such objections. Upon disposal of the Closing Date Statement within twenty (20) days after delivery of Sellers’ written objectionsdispute, the matter or matters in dispute shall Working Net Capital Adjustment will be submitted subject to payment within ten (at the equal expense of Purchaser and Sellers10) to such firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such firm of independent certified public accountants shall be conclusive and binding upon Purchaser and Sellers. The net working capital of Sellers as of the Closing Date conclusively determined as aforesaid is sometimes referred to herein as the “Closing NWC”business days.

Net Working Capital Adjustment. Within sixty (a) The parties acknowledge and agree that the aggregate amount of the Purchase Price has been established in part with reference to the net working capital of Sellers (calculated with reference only to Purchased Assets and Assumed Liabilities) in the amount of $1,967,000 (the “Base NWC”). At the Closing, Sellers shall deliver to Purchaser a certificate (the “Closing Certificate”) detailing the calculation of the estimated net working capital of Sellers as of July 31, 2006 (the “Estimated NWC”) which estimate shall be prepared by Sellers in accordance with GAAP applied consistently with the Seller Financial Statements (calculated with reference only to Purchased Assets and Assumed Liabilities). As promptly as practicable, but in any event within ninety (9060) days after the Closing DateMetaldyne Call Option Closing, Purchaser Metaldyne shall prepare and deliver to Sellers DaimlerChrysler a statement draft balance sheet of the net working capital of Sellers Company as of the date of the Metaldyne Call Option Closing Date (the “Closing Date Statement”"Final Balance Sheet"), which shall be prepared by Purchaser in accordance with GAAP the principles set forth on Schedule 2.7 to the Formation Agreement, and a draft calculation of the Final Net Working Capital based on such draft Final Balance Sheet. DaimlerChrysler shall have a period of twenty (calculated with reference only 20) days following receipt of the draft Final Balance Sheet and the draft calculation of the Final Net Working Capital from Metaldyne within which to Purchased Assets review the draft Final Balance Sheet and Assumed Liabilitiesthe draft calculation of the Final Net Working Capital. If DaimlerChrysler has any objections to the draft Final Balance Sheet and/or the draft calculation of the Final Net Working Capital, it will deliver to Metaldyne a detailed statement describing such objections (the "DaimlerChrysler Objection Notice") within such twenty (20) day review period. DaimlerChrysler and Metaldyne will use their respective commercially reasonable efforts to resolve any such objections set forth in the DaimlerChrysler Objection Notice. If a final resolution is not obtained within a period of twenty (20) days following delivery of a DaimlerChrysler Objection Notice, DaimlerChrysler and Metaldyne will select and jointly engage a nationally-recognized accounting firm mutually acceptable to them (the "Accountant") to resolve any remaining objections. If DaimlerChrysler and Metaldyne are unable to agree on the choice of an accounting firm, they will select a nationally-recognized accounting firm by lot (after excluding their respective independent public accountants). The Closing Date Statement Accountant shall promptly, but in no event later than twenty (20) days following its engagement by DaimlerChrysler and Metaldyne, deliver to DaimlerChrysler and Metaldyne its decision as to any remaining objections set forth in the DaimlerChrysler Objection Notice. The decision of the Accountant shall be conclusive final and binding on DaimlerChrysler and Metaldyne. Metaldyne will revise the draft Final Balance Sheet and the draft calculation of the Final Net Working Capital as appropriate to reflect the resolution of any objections set forth in the DaimlerChrysler Objection Notice (as agreed upon by DaimlerChrysler and Metaldyne or as determined by the parties hereto, unless Sellers object in writing Accountant) and deliver them to any item or items shown on the Closing Date Statement DaimlerChrysler within twenty (20) days after delivery the final resolution of such objections. Such revised drafts shall be the Final Balance Sheet and the Final Net Working Capital, respectively. In the event that the Final Net Working Capital is less than zero, the Company shall assign to Sellers DaimlerChrysler, and DaimlerChrysler shall assume from the Company, trade payables in the amount of such shortfall within 20 days following the final resolution of the Closing Date Statement (Final Net Working Capital. If any unresolved objections are submitted to the “Objection Period”)Accountant for resolution as provided above, the fees and expenses of the Accountant shall be borne 50% by DaimlerChrysler and 50% by Metaldyne. During the Objection Period, Sellers shall have Metaldyne will provide reasonable access during normal business hours to all the work papers of Purchaser’s accountant that were used in necessary for the preparation of the Closing Date Statement. If Purchaser Final Balance Sheet and Sellers shall be unable the calculation of the Final Net Working Capital to resolve DaimlerChrysler and the Accountant during the preparation of the Final Balance Sheet and the calculation of the Final Net Working Capital by Metaldyne, the review by DaimlerChrysler of the Final Balance Sheet and the calculation of the Final Net Working Capital, and the resolution of any dispute objections with respect to the Closing Date Statement within twenty (20) days after delivery of Sellers’ written objections, the matter or matters in dispute shall be submitted (at the equal expense of Purchaser and Sellers) to such firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such firm of independent certified public accountants shall be conclusive and binding upon Purchaser and Sellers. The net working capital of Sellers as of the Closing Date conclusively determined as aforesaid is sometimes referred to herein as the “Closing NWC”thereto.

Net Working Capital Adjustment. Within thirty (a30) The parties acknowledge and agree that days following the aggregate amount Closing Date, the Company's accountants shall furnish Buyer with a report (the "Net Working Capital Report") which shall set forth in reasonably detail the Net Working Capital (as defined below) of the Purchase Price has been established in part with reference Business as of the Closing Date. As used herein, the term "Net Working Capital" shall mean, as of the Closing Date, an amount equal to (i) the current assets of the Company (other than cash and cash equivalents to the net working capital extent that such cash and cash equivalents do not relate to liquidation of Sellers (calculated with reference only to Purchased Assets and Assumed Liabilities) long term assets after the date hereof except in the amount ordinary course of $1,967,000 business and consistent with past practice) minus (ii) the “Base NWC”current liabilities of the Company (but specifically excluding any liabilities of Parent), calculated consistent with and subject to the adjustments set forth in SCHEDULE 1.5(C). At The Net Working Capital Report shall indicate the Closing, Sellers procedures employed by the Company's accountants in preparing the Net Working Capital Report and shall deliver contain such other financial information and methods of calculation as may be reasonably necessary for Buyer to Purchaser evaluate the accuracy thereof. Buyer shall have a certificate period of ten (the “Closing Certificate”10) detailing the calculation days after its receipt of the estimated net working capital Net Working Capital Report to notify the Company of Sellers as its election to accept or reject (and in the case of July 31a rejection, 2006 (the “Estimated NWC”) which estimate there shall be prepared included in such notice the reasons for such rejection in reasonable detail) of the Net Working Capital Report. In the event no notice is received by Sellers in accordance with GAAP applied consistently with the Seller Financial Statements Company during such ten (calculated with reference only to Purchased Assets 10) day period, the Net Working Capital Report and Assumed Liabilities)any required adjustments resulting therefrom shall be deemed accepted by Buyer. As If Buyer timely rejects the Net Working Capital Report, the Company's accountants and Buyer's accountants shall promptly as practicable, but (and in any event within thirty (30) days following the date upon which Buyer rejects the Net Working Capital Report) attempt to make a joint determination of the Net Working Capital of the Business as of the Closing Date and such determination and any required adjustments therefrom shall be final and binding on the parties hereto. In the event that such accountants are unable to agree upon the Net Working Capital determination as provided herein within ninety (90) days after from the Closing Date, Purchaser such dispute shall deliver to Sellers a statement be resolved by the Designated Party (as defined in and selected in accordance with SECTION 1.5(B)(II)). The determination of the net working capital of Sellers Designated Party and any required adjustments resulting therefrom shall be final and binding on all parties hereto. If the Net Working Capital Report reflects a Net Working Capital as of the Closing Date of less than the Base Amount (the “Closing Date Statement”as defined below), which then the Company and/or Parent shall be prepared by Purchaser in accordance with GAAP refund the difference between Base Amount and the Net Working Capital within fifteen (calculated with reference only to Purchased Assets and Assumed Liabilities). The Closing Date Statement shall be conclusive and binding upon the parties hereto, unless Sellers object in writing to any item or items shown on the Closing Date Statement within twenty (2015) days after delivery to Sellers of the Closing Date Statement (the “Objection Period”). During the Objection Period, Sellers shall have reasonable access during normal business hours to all work papers of Purchaser’s accountant that were used in the preparation final determination of the Closing Date StatementNet Working Capital. If Purchaser and Sellers shall be unable to resolve any dispute with respect to the Closing Date Statement within twenty (20) days after delivery of Sellers’ written objections, the matter or matters in dispute shall be submitted (at the equal expense of Purchaser and Sellers) to such firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such firm of independent certified public accountants shall be conclusive and binding upon Purchaser and Sellers. The net working capital of Sellers Net Working Capital as of the Closing Date conclusively determined as aforesaid is sometimes referred to herein as the “Closing NWC”.exceeds Base Amount, then Buyer -------------------------------------------------------------------------------- ASSET PURCHASE AGREEMENT -- PAGE 4 (CANMAX/AFFILIATED COMPUTERS)

Net Working Capital Adjustment. (a) The parties acknowledge and agree that the aggregate amount of the Purchase Price has been established in part with reference At least two business days prior to the net working capital of Sellers (calculated with reference only to Purchased Assets and Assumed Liabilities) in the amount of $1,967,000 (the “Base NWC”). At the ClosingClosing Date, Sellers shall deliver to Purchaser a certificate statement (the “Closing Certificate”"ESTIMATED WORKING CAPITAL STATEMENT") detailing the calculation of the estimated net working capital Net Working Capital of Sellers the Business as of July 31, 2006 the Closing Date (the “Estimated NWC”) which estimate shall be prepared by Sellers in accordance with GAAP applied consistently with the Seller Financial Statements (calculated with reference only to Purchased Assets and Assumed Liabilities"ESTIMATED WORKING CAPITAL"). As promptly as practicableused herein, but "NET WORKING CAPITAL" shall be equal to (i) the sum of net Inventory (measured at cost on a FIFO basis), in any event within ninety an amount to be not greater than $250,000 and not less than $200,000, and prepaid expenses of the Business, and cash on hand in the Restaurants on the Closing Date, less (90ii) the sum of accrued property taxes, and the other agreed upon accrued liabilities of the Business (excluding liabilities arising out of previously issued gift certificates) which are set forth on SCHEDULE 1.3.3 (the "ACCRUED LIABILITIES"). On the Closing Date the Purchase Price payable pursuant to Section 1.3.1 hereof shall be increased by the amount of the Estimated Working Capital set forth in the Estimated Working Capital Statement. On the Closing Date, Sellers and Purchaser or its representative shall take a complete physical count of the Inventory of the Business. Within fifteen (15) days after the Closing Date, Purchaser Sellers shall deliver to Sellers Purchaser a statement of (the net working capital of Sellers "CLOSING WORKING CAPITAL STATEMENT") indicating the actual Net Working Capital as of the Closing Date (the “"CLOSING WORKING CAPITAL"). Purchaser and Sellers agree that such Closing Date Statement”), which Working Capital Statement shall be prepared by Purchaser in accordance with GAAP (calculated with reference only to Purchased Assets the procedures and Assumed Liabilities)principles set forth in SCHEDULE 1.3.3. The Closing Date Statement shall be conclusive Purchaser and binding upon the parties hereto, unless Sellers object in writing to any item or items shown on the Closing Date Statement within twenty (20) days after delivery to Sellers of the Closing Date Statement (the “Objection Period”). During the Objection Period, Sellers its representatives shall have reasonable access during normal business hours the right to review all work papers of Purchaser’s accountant that were and procedures used in the preparation of to prepare the Closing Date StatementWorking Capital Statement and shall have the right to perform any other reasonable procedures necessary to verify the accuracy thereof. If Purchaser and Sellers Each party shall be unable to resolve any dispute bear its own expenses incurred in connection with respect to the Closing Date Statement within twenty (20) days after delivery of Sellers’ written objections, the matter or matters in dispute shall be submitted (at the equal expense of Purchaser and Sellers) to such firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such firm of independent certified public accountants shall be conclusive and binding upon Purchaser and Sellers. The net working capital of Sellers as of the Closing Date conclusively determined as aforesaid is sometimes referred to herein as the “Closing NWC”above procedures.

Net Working Capital Adjustment. (a) The parties acknowledge and agree that the aggregate amount estimated Net Working Capital of the Purchase Price has been established in part with reference to the net working capital of Sellers (calculated with reference only to Purchased Assets and Assumed Liabilities) in the amount of $1,967,000 (the “Base NWC”). At the Closing, Sellers shall deliver to Purchaser a certificate (the “Closing Certificate”) detailing the calculation of the estimated net working capital of Sellers as of July 31, 2006 (the “Estimated NWC”) which estimate shall be prepared by Sellers in accordance with GAAP applied consistently with the Seller Financial Statements (calculated with reference only to Purchased Assets and Assumed Liabilities). As promptly as practicable, but in any event within ninety (90) days after the Closing Date, Purchaser shall deliver to Sellers a statement of the net working capital of Sellers Business as of the Closing Date (the “"ESTIMATED NET WORKING CAPITAL") shall be that amount set forth in Annex II hereto, as determined by the Parties in accordance with the provisions hereof, and shall be based on the Business' estimated financial statements as of the Closing Date Statement”)Date, which shall be will have been prepared by Purchaser in accordance with GAAP and delivered by Seller to Buyer three (calculated 3) days before the time of Closing. In the event that the Estimated Net Working Capital is more than $605,000, Buyer shall pay to Seller at the Closing the amount of such excess. In the event that the Estimated Net Working Capital is less than $605,000, Seller shall pay to Buyer at the Closing the amount of such deficiency from the proceeds to be delivered at the Closing. Within ten (10) days of the Closing Date, Seller shall deliver revised financial statements as of the Closing Date, which shall have been prepared in accordance with reference only to Purchased Assets and Assumed Liabilities). The Closing Date Statement shall be conclusive and binding upon GAAP, reflecting the parties hereto, unless Sellers object in writing to any item or items shown on Seller's proposed final figure for the Net Working Capital of the Business as of the Closing Date Statement within (the "FINAL NET WORKING CAPITAL"). In the event that the Final Net Working Capital as of the Closing Date is more than the Estimated Net Working Capital, Buyer shall pay to Seller the amount of such excess (the "EXCESS WORKING CAPITAL"). In the event that the Final Net Working Capital as of the Closing Date is less than the Estimated Net Working Capital, Seller shall pay to Buyer the amount of such shortfall (the "WORKING CAPITAL DEFICIENCY"). In the event the Parties are unable to agree on the Final Net Working Capital of the Business on or before twenty (20) days after delivery to Sellers the Closing, the Final Net Working Capital of the Closing Date Statement (the “Objection Period”). During the Objection Period, Sellers shall have reasonable access during normal business hours to all work papers of Purchaser’s accountant that were used in the preparation of the Closing Date Statement. If Purchaser and Sellers shall be unable to resolve any dispute with respect to the Closing Date Statement within twenty (20) days after delivery of Sellers’ written objections, the matter or matters in dispute shall be submitted (at the equal expense of Purchaser and Sellers) to such firm of independent certified public accountants as Purchaser and Sellers may mutually agree. The decision of such firm of independent certified public accountants shall be conclusive and binding upon Purchaser and Sellers. The net working capital of Sellers Business as of the Closing Date conclusively shall be determined subsequently by Ernst & Young LLP (at the joint expense of Buyer and Seller) (the "E&Y DETERMINATION"). Buyer and Seller agree to use their reasonable best efforts to cause the E&Y Determination to be submitted to Buyer and Seller not later than thirty (30) days after the Closing Date. The Final Net Working Capital derived from such calculation by the Parties or by the E&Y Determination, as aforesaid is sometimes referred to herein applicable, shall be final, conclusive and binding on the Parties, and a payment of any Excess Working Capital shall be made by Buyer and of any Working Capital Deficiency shall be made by Seller, as the “Closing NWC”appropriate and in either case within ten (10) days of receipt of such calculation.