Common use of Working Capital Payment Clause in Contracts

Working Capital Payment. (a) Following the Effective Date, the Parties shall confirm the Working Capital Payment as set forth in this Section 2.4. (b) As soon as reasonably practicable following the Effective Date, but in no event more than forty five (45) calendar days thereafter (the “Closing Net Working Capital Delivery Date”), Sellers shall prepare, or cause to be prepared, and deliver to the Buyers, (i) unaudited income statements and balance sheets (without footnotes) for the Projects and their owners as of the Closing Date; together with (ii) an unaudited statement of its own calculation of the Closing Net Working Capital (the “Closing Net Working Capital Statement”). In preparing the Closing Net Working Capital Statement, Sellers shall use the principles and formula set forth on Schedule 2.4 (with no further adjustment of the items titled “Reserves” contained therein). On the Closing Working Capital Delivery Date, Sellers shall also provide to Buyers detailed financial information sharing the basis for the Closing Net Working Capital Statement and during the Review Period (as defined below) shall promptly provide to Buyers such information as Sellers used as Buyers may request to confirm the correctness of the Closing Net Working Capital Statement. Each Party shall provide the other with total access to the books and records of each Company and RMHP in possession of such Party for all purposes under this Section 2.4. (c) After receipt of the Closing Net Working Capital Statement from Sellers, Buyers shall have twenty (20) calendar days to review the Closing Net Working Capital Statement (the “Review Period”). If the Buyers disagree with Sellers’ computation of the Closing Net Working Capital, the Buyers may, on or prior to the last day of the Review Period, deliver a notice to Sellers (the “Notice of Objection”), which sets forth Buyers’ objections to the calculation of the Closing Net Working Capital. Any Notice of Objection shall specify those items or amounts with which Buyers disagree, together with a reasonably detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth the Buyers’ calculation of Closing Net Working Capital based on such objections. (d) If Buyers fail to deliver the Notice of Objection to Sellers within the Review Period, Buyers shall be deemed to have accepted Seller’s calculation of Closing Net Working Capital and the Closing Net Working Capital Statement shall be final, conclusive and binding. If Buyers deliver the Notice of Objection to Sellers within the Review Period, then Buyers and Sellers shall, during the thirty (30) calendar days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts to reach agreement on the disputed items and amounts in order to determine the amount of Closing Net Working Capital. If, at the end of such period or any mutually agreed extension thereof, the Buyers and Sellers are unable to resolve their disagreements, they shall jointly retain and refer their disagreements to a nationally or regionally recognized independent accounting firm mutually acceptable to Buyers and Sellers (the “Independent Expert”). Buyers and Sellers shall instruct the Independent Expert promptly to review this Section 2.4 and to determine solely with respect to the disputed items and amounts so submitted whether and to what extent, if any, the Closing Net Working Capital set forth in the Closing Net Working Capital Statement requires adjustment. Buyers and Sellers shall make available to the Independent Expert all relevant books and records and other items reasonably requested by the Independent Expert. The parties shall request that the Independent Expert deliver to Buyers and Sellers, as promptly as practicable but in no event later than forty five (45) calendar days after its retention, a report which sets forth its resolution of the disputed items and amounts and its calculation of Closing Net Working Capital. The Independent Expert’s fees and expenses shall be borne 50% by Sellers and 50% by Buyers. Each party agrees to execute, if requested by the Independent Expert, a reasonable engagement letter, including customary indemnities in favor of the Independent Expert. Purchase and Sale Agreement (e) The Working Capital Payment as determined pursuant to this Section 2.4 shall be paid within five (5) Business Days after the Closing Net Working Capital has become binding hereunder. In the event that (i) the Estimated Working Capital Payment exceeded the Working Capital Payment, Seller shall pay to Buyers by wire transfer in immediately available funds an amount equal to such difference, and (ii) the Working Capital Payment exceeded the Estimated Working Capital Payment, Buyers shall pay to Sellers by wire transfer in immediately available funds an amount equal to such difference.