Common use of Actual Net Working Capital Clause in Contracts

Actual Net Working Capital. (i) Within seventy-five (75) days following the Closing Date, Purchaser shall prepare and deliver to Sellers’ Representative the following: (A) a consolidated balance sheet of the Companies as of June 30, 2013 prepared in accordance with GAAP (the “Final Closing Balance Sheet”), reflecting any adjustments made by Purchaser to the Estimated Closing Balance Sheet; and (B) Purchaser’s calculation of the Actual Net Working Capital, together with a statement setting forth the amount, if any, by which the Actual Net Working Capital is less than the Estimated Net Working Capital (such deficiency, the “Working Capital Deficit”) or the Actual Net Working Capital is greater than the Estimated Net Working Capital (such excess, the “Working Capital Surplus”), and together with a copy of work papers relied on by Purchaser in calculating Actual Net Working Capital. As used in this Agreement, the “Actual Net Working Capital” shall mean Net Working Capital as of June 30, 2013 determined on a basis consistent with the methodology set forth in Section 3(a)(ii). Sellers’ Representative, Purchaser, and their respective accountants and other representatives shall fully cooperate with the others in the preparation and review of the Final Closing Balance Sheet, including, without limitation, by providing full access to the Companies’ books and records related thereto.

Actual Net Working Capital. (i) Within seventy-five (75) days following the Closing Date, Purchaser shall prepare and deliver to Sellers’ Representative the following: (A) a consolidated balance sheet of the Companies Company as of June 30, 2013 prepared in accordance with GAAP (the “Final Closing Balance Sheet”), reflecting any adjustments made by Purchaser to the Estimated Closing Balance Sheet; and (B) Purchaser’s calculation of the Actual Net Working Capital, together with a statement setting forth the amount, if any, by which the Actual Net Working Capital is less than the Estimated Net Working Capital (such deficiency, the “Working Capital Deficit”) or the Actual Net Working Capital is greater than the Estimated Net Working Capital (such excess, the “Working Capital Surplus”), and together with a copy of work papers relied on by Purchaser in calculating Actual Net Working Capital. As used in this Agreement, the “Actual Net Working Capital” shall mean Net Working Capital as of June 30, 2013 determined on a basis consistent with the methodology set forth in Section 3(a)(ii). Sellers’ Representative, Purchaser, and their respective accountants and other representatives shall fully cooperate with the others in the preparation and review of the Final Closing Balance Sheet, including, without limitation, by providing full access to the Companies’ Company’s books and records related thereto.