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 forty-five (545) Business Days before calendar days after the scheduled Closing Date, Company will prepare, or cause to be prepared, and the Buyer shall deliver to Parent an unaudited statement the Sellers a Statement (the “Pre-Closing "Working Capital Statement”), ") which shall set forth the Company’s calculation of Working Capital following information: (i) the Accounts Receivable as of the date five Closing Date, determined in accordance with GAAP, (5ii) Business Days before the scheduled accounts payable as of the Closing Date (Date, adjusted to eliminate any direct mailing expenses assumed by the “Pre-Closing Working Capital”). The Pre-Closing Working Capital Statement shall be prepared Buyer pursuant to Section 2.4 hereof, determined in accordance with GAAP applied on (the "Closing Date Accounts Payable") and (iii) a basis consistent calculation of the Accounts Receivable less the Closing Date Accounts Payable (the "Net Working Capital"). During the period of any dispute with Company’s preparation respect to the application of its consolidated balance sheet this Section 3.3, the Buyer shall provide the Sellers full access to the books, records, facilities and in accordance employees of the Business, and shall cooperate with the formula set forth on Schedule 4 attached heretoSellers to the extent reasonably requested by the Sellers to investigate the basis for such dispute. Upon Not later than forty-five (45) calendar days after receipt from of the CompanyWorking Capital Statement, Parent the Sellers shall have two provide the Buyer with a list of those items, if any, to which the Sellers take exception and the Sellers' proposed adjustment (2) Business Days to review the Pre-Closing "Working Capital Statement (the “Review Period”Report"). If Parent disagrees with Company’s computation of the Pre-Closing Working Capital, Parent may, on or prior Sellers fail to deliver to the last day of Buyer 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 Report within forty-five (ii45) mathematical errors in the computation calendar days following receipt 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 Sellers 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 bindingfor the purposes of any Purchase Price adjustment under Section 3.3(b) hereof. If the Parent delivers Buyer does not give the Notice Sellers notice of Objection to the Company objections 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) calendar days and submit the calculation following receipt of the Pre-Closing Working Capital Statement Report, the Buyer shall be deemed to a mutually agreeable independent public accounting firm (have accepted the “Independent Accountants”Working Capital Statement Report for the purposes of any Purchase Price adjustment under Section 3.3(b) for resolution applying the principles, policies and practices referred to in this Section 6.17 and Schedule 4hereof. If issues are submitted the Buyer gives the Sellers notice of objections to the Independent Accountants for resolutionWorking Capital Statement Report, Parent and if the Buyer 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 Sellers 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 Accountantsunable, as set forth in a notice to be delivered to both Parent and the Company within fifteen (15) Business Days calendar days after receipt by the Sellers of the submission notice by the Buyer of objections, to resolve the disputed exceptions, such disputed exceptions will be referred to a firm of independent certified public accountants ("Independent Accounting Firm") mutually acceptable to the Buyer and the Sellers. The Independent Accountants of Accounting Firm shall, within sixty (60) days following its selection, deliver to the issues remaining in disputeBuyer and the Sellers a written report determining such disputed exceptions, shall and its determinations will be final, conclusive and binding and conclusive on upon the parties and shall be used in thereto for the calculation purposes of the Final Working Capitalany Purchase Price adjustment under Section 3.3(b) hereof. Parent and the Company will each bear fifty percent (50%) of the The fees and costs disbursements 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 Accounting Firm acting under 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 shall be shared equally by the Parent Buyer 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 $250,000Sellers.

Working Capital Statement. Within five Buyer shall (5a) Business Days before the scheduled Closing Date, Company will prepare, or cause to be preparedwith the cooperation of Seller, and deliver to Parent an unaudited a statement (the “Pre-Closing Working Capital Statement”), which shall set forth the Company’s ) showing a clear and detailed calculation of the Working Capital Excess or Working Capital Deficit, as of the date five case may be, and (5b) Business Days before deliver the scheduled Closing Date (the “Pre-Closing Working Capital”). The Pre-Closing Working Capital Statement to Seller at the same time as the Closing Balance Sheet is delivered to Seller under Section 2.3. Seller shall be prepared notify Buyer in accordance with GAAP applied on a basis consistent with Company’s preparation writing of its consolidated balance sheet and in accordance with any objections to 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-and/or 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 Balance Sheet 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 after Seller receives the calculation of the Pre-Closing Working Capital to a mutually agreeable independent public accounting firm (Statement and the “Independent Accountants”) for resolution applying the principles, policies and practices referred to in this Section 6.17 and Schedule 4Closing Balance Sheet. If issues are submitted to Seller does not notify Buyer of any such objections by the Independent Accountants for resolutionend of that thirty-day period, Parent then the Working Capital Statement and the Company Closing Balance Sheet shall furnish or cause to each be furnished to considered final on the Independent Accountants last day of that thirty-day period. If Seller does notify Buyer of any 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 objections by the Independent Accountantsend of that thirty-day period, as set forth in a notice and Seller and Buyer are unable to be delivered to both Parent and the Company resolve their differences within fifteen (15) Business Days days thereafter, then Seller and Buyer shall instruct their respective accountants to, in good faith, use their best efforts to resolve such disputed items to their mutual satisfaction and to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. If Seller’s accountants and Buyer’s accountants are unable to resolve any such disputed items within thirty (30) days after receiving such instructions, then the remaining disputed items and the value attributable to them by each of Seller and Buyer shall be submitted to a mutually agreeable, nationally recognized accounting firm (“Arbiter”) for resolution, and the Arbiter shall be instructed to deliver a final Working Capital Statement and Closing Balance Sheet to Seller and Buyer as soon as possible. In the event that the Arbiter’s determination of the submission value of such disputed items is closer in value to the Independent Accountants of value attributed to such disputed items by Buyer, Seller shall pay 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 Arbiter. In the event that the Arbiter’s determination of the value of such determination. “Final Working Capital” means the Pre-Closing Working Capital (i) as shown disputed items is closer 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 value to the Company; or (ii) if a Notice value attributed to such disputed items by Seller, Buyer shall pay the costs 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 $250,000Arbiter.