Common use of Working Capital Statement Clause in Contracts

Working Capital Statement. Within five (5) Business Days before the scheduled Closing Date, Company will prepare, or cause to be prepared, and deliver to Parent an unaudited statement (the “Pre-Closing Working Capital Statement”), which shall set forth the Company’s calculation of Working Capital as of the date five (5) Business Days before the scheduled Closing Date (the “Pre-Closing Working Capital”). The Pre-Closing Working Capital Statement shall be prepared in accordance with GAAP applied on a basis consistent with Company’s preparation of its consolidated balance sheet and in accordance with the formula set forth on Schedule 4 attached hereto. Upon receipt from the Company, Parent shall have two (2) Business Days to review the Pre-Closing Working Capital Statement (the “Review Period”). If Parent disagrees with Company’s computation of the Pre-Closing Working Capital, Parent may, on or prior to the last day of the Review Period, deliver a notice to Company (the “Notice of Objection”), which sets forth its objections to Company’s calculation of Pre-Closing Working Capital; provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance with the standards set forth in Schedule 4 or in this Section 6.17 for the preparation of the Pre-Closing Working Capital Statement and (ii) mathematical errors in the computation of the Pre-Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which Parent disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Parent’s calculation of the Pre-Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Parent shall be deemed to have agreed with Company’s calculation of all other items and amounts contained in the Pre-Closing Working Capital Statement. Unless Parent delivers the Notice of Objection to Company within the Review Period, Parent shall be deemed to have accepted Company’s calculation of Pre-Closing Working Capital and the Pre-Closing Working Capital Statement shall be final, conclusive and binding. If the Parent delivers the Notice of Objection to the Company within the Review Period, the Parent and the Company shall, during the two (2) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts in good faith to reach agreement on the disputed items and amounts in order to determine the amount of Pre-Closing Working Capital. In the event of any unresolved, good faith dispute, then the Parent and the Company shall split the difference equally and reduce the Pre-Closing Working Capital by 50% of the total disputed amount; provided, however, if such disputed amount equals or exceeds $250,000 and the parties are unable to resolve the dispute, then the parties agree to extend the Closing Date for a period of thirty (30) days and submit the calculation of the Pre-Closing Working Capital to a mutually agreeable independent public accounting firm (the “Independent Accountants”) for resolution applying the principles, policies and practices referred to in this Section 6.17 and Schedule 4. If issues are submitted to the Independent Accountants for resolution, Parent and the Company shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants. The determination by the Independent Accountants, as set forth in a notice to be delivered to both Parent and the Company within fifteen (15) Business Days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Final Working Capital. Parent and the Company will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination. “Final Working Capital” means the Pre-Closing Working Capital (i) as shown in the Pre-Closing Working Capital Statement delivered by Company to Parent pursuant to this Section 6.17, if no Notice of Objection with respect thereto is timely delivered by Parent to the Company; or (ii) if a Notice of Objection is so delivered, (A) as agreed by the Parent and Company pursuant to this Section 6.17, or (B) in the absence of such agreement, (I) as calculated in accordance with this Section 6.17 if the disputed amount is less than $250,000, or (II) as determined by the Independent Accountants, if the disputed amount is equal to or greater than $250,000.

Working Capital Statement. Within five (5) Business Days before 6.1.1 The Sellers shall prepare in consultation with the scheduled Closing Date, Company will prepare, or cause to be preparedBuyer, and deliver to Parent an unaudited the Buyer, not more than 5 Business Days after the date of this Agreement (or such other period as the Buyer and the Sellers may agree in writing), a statement (the “Pre-Closing Working Capital Statement”)) setting forth their good faith estimated calculation of the Working Capital Amount as of First Completion, which shall set forth be prepared in accordance with US GAAP and include reasonable support for the Companycalculations made therein. 6.1.2 The Buyer shall prepare in consultation with the Sellers and Sellers’ registered accountant and Buyer’s calculation of Working Capital as of certified public accountant, and deliver to the date five (5) Sellers, not more than 60 Business Days before the scheduled Closing Date after Second Completion, a statement (the “PrePost-Closing Working Capital”)Capital Statement) setting forth their good faith final calculation of the Working Capital Amount as of First Completion , which shall be prepared in accordance with US GAAP and include reasonable support for the calculations made therein. The Pre-Closing Working Capital Statement shall be prepared in accordance with GAAP applied on a basis consistent with Company’s preparation of its consolidated balance sheet and in accordance with the formula set forth on Schedule 4 attached hereto. Upon receipt from the Company, Parent shall have two (2) Business Days to review the PrePost-Closing Working Capital Statement (Statements are together the “Review Period”). If Parent disagrees with Company’s computation of Working Capital Statements. 6.1.3 The Sellers or the Pre-Closing Working CapitalBuyer, Parent mayas applicable, on or prior to the last day of the Review Period, shall further deliver a notice to Company (the “Notice of Objection”), which sets forth its objections to Company’s calculation of Pre-Closing Working Capital; provided, however, that the Notice of Objection shall include only objections based on (i) non-compliance together with the standards set forth in Schedule 4 or in this Section 6.17 for the preparation of the Pre-Closing applicable draft Working Capital Statement such additional documentation, background notes and (ii) mathematical errors in the computation of the Pre-Closing Working Capital. Any Notice of Objection shall specify those items or amounts with which Parent disagrees, together with a detailed written explanation of the reasons for disagreement with each such item or amount, and shall set forth Parent’s calculation of the Pre-Closing Working Capital based on such objections. To the extent not set forth in the Notice of Objection, Parent shall be deemed to have agreed with Company’s calculation of all other items and amounts contained in the Pre-Closing Working Capital Statement. Unless Parent delivers the Notice of Objection to Company within the Review Period, Parent shall be deemed to have accepted Company’s calculation of Pre-Closing Working Capital and the Pre-Closing Working Capital Statement shall be final, conclusive and binding. If the Parent delivers the Notice of Objection to the Company within the Review Period, the Parent and the Company shall, during the two (2) days following such delivery or any mutually agreed extension thereof, use their commercially reasonable efforts in good faith to reach agreement on the disputed items and amounts working papers as either party may reasonably require in order to determine review the amount Working Capital Statements. 6.1.4 The Working Capital Statements shall each be prepared as if the Company had remained under the ownership of Pre-Closing Working Capital. In the event Sellers and shall include any flow of funds which will occur at First Completion or Second Completion in connection with this Agreement but shall exclude the Tax effects or consequences (including any Tax, or withholdings of or on account of Tax) of or relating to: (a) the conversion of any unresolved, good faith dispute, then the Parent and the Company shall split the difference equally and reduce the Pre-Closing Working Capital by 50% of the total disputed amount; provided, however, if such disputed amount equals or exceeds $250,000 and Loan Notes and/or the parties are unable to resolve the dispute, then the parties agree to extend the Closing Date for a period acquisition hereunder of thirty (30) days and submit the calculation any of the Pre-Closing Working Capital Loan Notes and/or the issue of any of the Converted Shares in connection with such conversion; (b) the actual or deemed repayment, interest payment, release or waiver in whole or in part for Tax or accounting purposes of or in respect of any of the Loan Notes (or the loans to which they relate) as a mutually agreeable independent public accounting firm (result of the “Independent Accountants”) for resolution applying the principles, policies and practices matters referred to in this Section 6.17 and Schedule 4. If issues are submitted to at paragraph (a) above; (c) the Independent Accountants for resolution, Parent and ETV Agreement; (d) the Company shall furnish or cause to be furnished to the Independent Accountants such work papers and other documents and information relating to the disputed issues as the Independent Accountants may request and are available to that party or its agents and shall be afforded the opportunity to present to the Independent Accountants any material relating to the disputed issues and to discuss the issues with the Independent Accountants. The determination by the Independent Accountants, as set forth in a notice to be delivered to both Parent and the Company within fifteen (15) Business Days of the submission to the Independent Accountants of the issues remaining in dispute, shall be final, binding and conclusive on the parties and shall be used in the calculation of the Final Working Capital. Parent and the Company will each bear fifty percent (50%) of the fees and costs of the Independent Accountants for such determination. “Final Working Capital” means the Pre-Closing Working Capital (i) as shown in the Pre-Closing Working Capital Statement delivered by Company to Parent pursuant to this Section 6.17, if no Notice of Objection with respect thereto is timely delivered by Parent to the Company; or (ii) if a Notice of Objection is so delivered, (A) as agreed by the Parent and Company pursuant to this Section 6.17, or (B) in the absence of such agreement, (I) as calculated in accordance with this Section 6.17 if the disputed amount is less than $250,000, or (II) as determined by the Independent Accountants, if the disputed amount is equal to or greater than $250,000.Fees Agreement;