Working Capital Payment. (a) Prior to the Cash Distribution, the Parties shall jointly prepare an estimate of the Net Working Capital Balance, which estimate shall be based on a combined balance sheet of the WPG Business as of April 30, 2014 and adjusted on a pro rata basis based on the average daily cash flow attributable to the WPG Business multiplied by the number of days between April 30, 2014 and the Distribution Date (the “Estimated Net Working Capital Balance”). If the Estimated Net Working Capital Balance is greater than $10 million, the amount of the Cash Distribution shall be increased by the amount of such Estimated Net Working Capital Balance. If the Estimated Net Working Capital Balance is less than $10 million, the amount of the Cash Distribution set forth in Section 2.13(a) shall be decreased by the amount of such Estimated Net Working Capital Balance.
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Sources: Separation and Distribution Agreement (Washington Prime Group Inc.), Separation and Distribution Agreement (Washington Prime Group Inc.)