Common use of Calculation of Working Capital Clause in Contracts

Calculation of Working Capital. Not less than seven (7) days prior to Closing, Sellers shall prepare and provide to Buyer a certificate setting forth an estimate of the anticipated Closing Date Working Capital. Buyer shall have five (5) days to review and confirm the basis for Sellers' estimated Closing Date Working Capital. Sellers' calculation of the estimated Closing Date Working Capital shall be made in good faith and in a manner consistent with the calculation of Working Capital as of December 31, 2003 attached hereto as Schedule 1.6. Not later than sixty (60) days after the Closing Date, Sellers shall cause to be prepared the consolidated balance sheet of Sellers as of the Closing Date (such balance sheet being referred to as the "CLOSING BALANCE SHEET"), in accordance with generally accepted accounting principles consistently applied by Sellers in accordance with past practice for the financial statements described in Section 3.4 hereof. Such Closing Balance Sheet shall specifically identify any assets reflected thereon which are not included in the Assets and all liabilities reflected thereon which are not assumed by Buyer hereunder. Sellers shall cause an independent public accounting firm selected by Sellers (with the consent of Buyer, such consent not to be unreasonably withheld), to review such Closing Balance Sheet and to issue, as soon as practicable but in any event not later than sixty (60) days after the Closing Date, an agreed procedures report to Sellers and Buyer as to the calculation of Working Capital transferred to Buyer or the Buyer Entities; provided that such accounting firm's report will not require the audit of Sellers' accounts for such purpose. Sellers will permit Buyer and/or Buyer's auditor (or other accounting firm as designated by the Buyer) at the earliest practicable date to review the certificate, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Any dispute which may arise between Sellers and Buyer as to the Working Capital calculation shall be resolved in the following manner: (a) Buyer, if it disputes the calculation of Working Capital, shall notify Sellers in writing within thirty (30) days after the issuance of the certificate pursuant hereto that Buyer disputes the calculation of Working Capital, and such notice shall specify in reasonable detail the nature of the dispute; (b) during the 30-day period following the date of such written notice for Buyer, Sellers and Buyer shall attempt in good faith to resolve such dispute; and (c) if, at the end of the 30-day period specified in subsection (b) above, Sellers and Buyer shall have failed to reach an agreement with respect to such dispute, the matter shall be referred to PricewaterhouseCoopers, independent certified public accountants, which shall act as an expert and shall issue its certificate as to the calculation of Working Capital within sixty (60) days after such dispute is referred thereto. Each of the parties hereto shall bear all costs and expenses incurred by it in connection with such third party review, except that the fees and expenses of PricewaterhouseCoopers hereunder shall be borne equally by Sellers and Buyer. This provision shall be specifically enforceable by the parties, the decision of PricewaterhouseCoopers in accordance with the provisions hereof shall be final and binding and there shall be no right to appeal therefrom. Upon agreement (or calculation as set forth in subparagraph (c) above) as to the Closing Date Working Capital: (i) to the extent the Closing Date Working Capital exceeded the estimated Closing Date Working Capital, Buyer shall promptly pay (within five (5) days) to Seller's account such additional amount and (ii) to the extent the Closing Date Working Capital is less than the estimated Closing Date Working Capital, Seller shall promptly pay (within five (5) days) to Buyer such amount equal to the difference between the Closing Date Working Capital and the estimated Closing Date Working Capital.

Calculation of Working Capital. Not less than seven (7) days prior to Closing, Sellers shall prepare and provide to Buyer a certificate setting forth an estimate of the anticipated Closing Date Working Capital. Buyer shall have five (5) days to review and confirm the basis for Sellers' estimated Closing Date Working Capital. Sellers' calculation of the estimated Closing Date Working Capital shall be made in good faith and in a manner consistent with the calculation of Working Capital as of December 31, 2003 attached hereto as Schedule 1.6. Not later than sixty (60) days after the Closing Date, Sellers shall cause to be prepared the consolidated balance sheet of Sellers as of the Closing Date (such balance sheet being referred to as the "CLOSING BALANCE SHEET"), in accordance with generally accepted accounting principles consistently applied by Sellers in accordance with past practice for the financial statements described in Section 3.4 hereof. Such Closing Balance Sheet shall specifically identify any assets reflected thereon which are not included in the Assets and all liabilities reflected thereon which are not assumed by Buyer hereunder. Sellers shall cause an independent public accounting firm selected by Sellers (with the consent of Buyer, such consent not to be unreasonably withheld), to review such Closing Balance Sheet and to issue, as soon as practicable but in any event not later than sixty (60) days after the Closing Date, an agreed procedures report to Sellers and Buyer as to the calculation of Working Capital transferred to Buyer or the Buyer Entities; provided that such accounting firm's report will not require the audit of Sellers' accounts for such purpose. Sellers will permit Buyer and/or Buyer's auditor (or other accounting firm as designated by the Buyer) at the earliest practicable date to review the certificate, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Any dispute which may arise between Sellers and Buyer as to the Working Capital calculation shall be resolved in the following manner: (a) Buyer, if it disputes the calculation of Working Capital, shall notify Sellers in writing within thirty (30) days after the issuance of the certificate pursuant hereto that Buyer disputes the calculation of Working Capital, and such notice shall specify in reasonable detail the nature of the dispute; (b) during the 30-day period following the date of such written notice for Buyer, Sellers and Buyer shall attempt in good faith to resolve such dispute; and (c) if, at the end of the 30-day period specified in subsection (b) above, Sellers and Buyer shall have failed to reach an agreement with respect to such dispute, the matter shall be referred to PricewaterhouseCoopers, independent certified public accountants, which shall act as an expert and shall issue its certificate as to the calculation of Working Capital within sixty (60) days after such dispute is referred thereto. Each of the parties hereto shall bear all costs and expenses incurred by it in connection with such third party review, except that the fees and expenses of PricewaterhouseCoopers hereunder shall be borne equally by Sellers and Buyer. This provision shall be specifically enforceable by the parties, the decision of PricewaterhouseCoopers in accordance with the provisions hereof shall be final and binding and there shall be no right to appeal therefrom. Upon agreement (or calculation as set forth in subparagraph (c) above) as to the Closing Date Working Capital: (i) to the extent the Closing Date Working Capital exceeded the estimated Closing Date Working Capital, Buyer shall promptly pay (within five (5) days) to Seller's account such additional amount amount, and (ii) to the extent the Closing Date Working Capital is less than the estimated Closing Date Working Capital, Seller shall promptly pay (within five (5) days) to Buyer such amount equal to the difference between the Closing Date Working Capital and the estimated Closing Date Working Capital.

Calculation of Working Capital. (a) Not less than seven (7) days Business Days prior to Closingthe anticipated date for Closing (the “Anticipated Closing Date”), Sellers shall prepare and provide Company will deliver to Buyer Neurotrope a certificate schedule (the “Working Capital Schedule”) setting forth forth, in reasonable detail, Company’s good faith, estimated calculation (the “Working Capital Calculation”) of Working Capital (using an estimate of the anticipated Company’s accounts payable, Transaction Costs and accrued expenses as of the Anticipated Closing Date and determined in a manner substantially consistent with the manner in which such items were determined in connection with the Company Financials) as of the close of business on the Business Day immediately preceding the Anticipated Closing Date (the “Working CapitalCapital Determination Time”) prepared and certified by Company’s Chief Financial Officer (or if there is no Chief Financial Officer, the Chief Executive Officer of the Company). Buyer The date on which the Working Capital Schedule is delivered being referred to hereinafter as the “Delivery Date”. Company shall make available to Neurotrope, as reasonably requested by Neurotrope, the work papers and back-up materials used or useful in preparing the Working Capital Schedule and, if requested by Neurotrope, the Company’s accountants and counsel at reasonable times and upon reasonable notice. (b) Within three (3) Business Days after the Delivery Date (the last day of such period, the “Response Date”), Neurotrope shall have five (5) days the right to review and confirm the basis for Sellers' estimated Closing Date Working Capital. Sellers' calculation dispute any part of the estimated Closing Date Working Capital Calculation by delivering a written notice to that effect to Company (a “Dispute Notice”). Any Dispute Notice shall identify in reasonable detail the nature and amounts of any proposed revisions to the Working Capital Calculation. (c) If, on or prior to the Response Date, (i) Neurotrope notifies Company in writing that it has no objections to the Working Capital Calculation or (ii) Neurotrope fails to deliver a Dispute Notice as provided in Section 1.8(b), then the Working Capital Calculation as set forth in the Working Capital Schedule shall be made deemed to have been finally determined for purposes of this Agreement and to represent the Working Capital at the Working Capital Determination Time for purposes of this Agreement. (d) If Neurotrope delivers a Dispute Notice on or prior to the Response Date, then representatives of Neurotrope and Company shall promptly meet and attempt in good faith to resolve the disputed item(s) and in a manner consistent with negotiate an agreed-upon determination of Working Capital, which agreed upon Working Capital amounts shall be deemed to have been finally determined for purposes of this Agreement and to represent the Working Capital at the Working Capital Determination Time for purposes of this Agreement. (e) If Representatives of Neurotrope and the Company are unable to agree upon the calculation of Working Capital as of December 31, 2003 attached hereto as Schedule 1.6. Not later than sixty the Working Capital Determination Time pursuant to Section 1.8(d) within two (602) days Business Days after the Closing Date, Sellers shall cause to be prepared the consolidated balance sheet of Sellers as delivery of the Closing Date Dispute Notice (or such balance sheet being referred to other period as Neurotrope and the "CLOSING BALANCE SHEET"Company may mutually agree upon), in accordance with generally accepted accounting principles consistently applied by Sellers in accordance with past practice for the financial statements described in Section 3.4 hereof. Such Closing Balance Sheet shall specifically identify then any assets reflected thereon which are not included in the Assets and all liabilities reflected thereon which are not assumed by Buyer hereunder. Sellers shall cause an independent public accounting firm selected by Sellers (with the consent of Buyer, such consent not to be unreasonably withheld), to review such Closing Balance Sheet and to issue, as soon as practicable but in any event not later than sixty (60) days after the Closing Date, an agreed procedures report to Sellers and Buyer remaining disagreements as to the calculation of Working Capital transferred to Buyer or the Buyer Entities; provided that such accounting firm's report will not require the audit of Sellers' accounts for such purpose. Sellers will permit Buyer and/or Buyer's auditor (or other accounting firm as designated by the Buyer) at the earliest practicable date to review the certificate, including all work papers, schedules and calculations related thereto, prior to the issuance thereof. Any dispute which may arise between Sellers and Buyer as to the Working Capital calculation shall be resolved in the following manner: (a) Buyer, if it disputes the calculation of Working Capital, shall notify Sellers in writing within thirty (30) days after the issuance of the certificate pursuant hereto that Buyer disputes the calculation of Working Capital, and such notice shall specify in reasonable detail the nature of the dispute; (b) during the 30-day period following the date of such written notice for Buyer, Sellers and Buyer shall attempt in good faith to resolve such dispute; and (c) if, at the end of the 30-day period specified in subsection (b) above, Sellers and Buyer shall have failed to reach an agreement with respect to such dispute, the matter shall be referred to PricewaterhouseCoopers, an independent certified public accountants, which auditor of recognized national standing jointly selected by Neurotrope and Company (the “Accounting Firm”). Company shall act as an expert and shall issue its certificate as promptly deliver to the calculation of Accounting Firm the work papers and back-up materials used in preparing the Working Capital Schedule, and Neurotrope and Company shall use commercially reasonable efforts to cause the Accounting Firm to make its determination within sixty ten (6010) calendar days after of accepting its selection. Company and Neurotrope shall be afforded the opportunity to present to the Accounting Firm any material related to the unresolved disputes and to discuss the issues with the Accounting Firm; provided, however, that no such dispute is referred theretopresentation or discussion shall occur without the presence of a Representative of each of Company and Neurotrope. Each The determination of the parties hereto shall bear all costs and expenses incurred by it in connection with such third party review, except that the fees and expenses of PricewaterhouseCoopers hereunder Accounting Firm shall be borne equally limited to the disagreements submitted to the Accounting Firm. The determination of the amount of Accounts Receivable and Accounts Payable made by Sellers and Buyer. This provision the Accounting Firm shall be specifically enforceable by the partiesmade in writing delivered to each of Neurotrope and Company, the decision of PricewaterhouseCoopers in accordance with the provisions hereof shall be final and binding on Neurotrope and there Company and shall be no right deemed to appeal therefromhave been finally determined for purposes of this Agreement and to represent the Accounts Receivable and Accounts Payable at the Working Capital Determination Time for purposes of this Agreement. Upon agreement (or calculation as set forth The Parties shall delay the Closing until the resolution of the matters described in subparagraph (cthis Section 1.8(e). If this Section 1.8(e) above) applies as to the Closing Date determination of the Working Capital: (i) Capital at the Working Capital Determination Time described in Section 1.8(a), upon resolution of the matter in accordance with this Section 1.8(e), the Parties shall not be required to the extent determine Working Capital again even though the Closing Date may occur later than the Anticipated Closing Date, except that either Neurotrope or Company may request a redetermination of Working Capital exceeded the estimated Closing Date Working Capital, Buyer shall promptly pay (within five (5) days) to Seller's account such additional amount and (ii) to the extent if the Closing Date is more than thirty (30) calendar days after the Anticipated Closing Date. (f) In the event that Accounts Payable shall exceed Accounts Receivable as finally determined in accordance with the foregoing provisions of this Section 1.8, payment of the amount by which Accounts Payable exceeds Accounts Receivable (the “Working Capital is less than Shortfall Amount”) shall be governed by the estimated Closing Date Working Capital, Seller shall promptly pay (within five (5) days) to Buyer such amount equal to the difference between the Closing Date Working Capital and the estimated Closing Date Working CapitalJuggernaut Backstop Agreement.