Closing Date Net Working Capital. The Shareholders and -------------------------------- the Purchaser shall take the following actions to insure that the Net Working Capital as of the Closing Date shall be zero (the "Required Amount"): (i) On the Closing Date, the Shareholders and the Purchaser shall prepare, jointly and in good faith, an estimate of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital"); (ii) If the Estimated Net Working Capital exceeds the Required Amount, Star Leasing shall, immediately prior to the Closing, make a distribution to the Shareholders, in cash, of an amount equal to such excess; if the Required Amount exceeds the Estimated Net Working Capital, each Shareholder shall, immediately prior to the Closing, contribute to Star Leasing, in cash, an amount equal to the product of such excess and the Shareholder's Percentage of such Shareholder; provided, however, that no Shareholder shall be required to make a contribution to Star Leasing in excess of the aggregate distributions made to such Shareholder by Star Leasing from and after December 31, 1997; (iii) Within thirty (30) days after the date that all information is available as required to calculate the Net Working Capital as of the Closing Date, the Purchaser shall deliver to the Shareholders a written report (the "Purchaser Report") setting forth the Purchaser's calculation of the Net Working Capital as of the Closing Date; (iv) Within thirty (30) days after delivery of the Purchaser Report to the Shareholders, the Shareholders may deliver to the Purchaser a written report (the "Shareholders Report") setting forth any disagreement of the Shareholders with the Purchaser Report and showing the Shareholders' calculation of the Net Working Capital as of the Closing Date. If the Shareholders do not submit a Shareholders Report within such period, then the Net Working Capital as of the Closing Date as set forth in the Purchaser Report shall be final and binding on the Shareholders and the Purchaser. (v) If the Shareholders and the Purchaser are unable to resolve by good faith negotiations any differences between the Purchaser Report and a Shareholders Report within thirty (30) days of the Purchaser's receipt of such Shareholders Report, either the Shareholders or the Purchaser may elect to have the disagreements between the two reports resolved by a nationally recognized accounting firm mutually agreed upon by the parties hereto which shall not be the regular accountants for either the Purchaser or any Seller (the "Accounting Firm"), which shall make a final and binding resolution of the disagreements and, based on such resolution, a final and binding determination of the Net Working Capital as of the Closing Date. The Accounting Firm shall be in structed to use every reasonable effort to perform its arbitration function within thirty (30) days of submission of the matter to it and in any case, as soon as practicable after such submission to it. The fees and expenses of the Accounting Firm shall be shared 50% by the Purchaser and 50% by the Shareholders. (vi) If the Net Working Capital as of the Closing Date as established by a Purchaser Report, or by mutual agreement of the Purchaser and the Shareholders, or by the Accounting Firm, as the case may be, is less than the Estimated Net Working Capital, the Shareholders hereby, jointly and severally, agree to pay such difference to Star Leasing by wire transfer in immediately available funds within two business days of a written demand therefor from the Purchaser; provided, however, that the amount of such payment by any Shareholder shall not, when aggregated with the amount, if any, which such Shareholder is required to pay pursuant to Sections 9.02(ii) and 9.04(b) exceed the aggregate distributions made to such Shareholder by Star Leasing from December 31, 1997 through the Closing Date (including any distribution made on the Closing Date pursuant to Section 9.02(ii)). (vii) If the Net Working Capital as of the Closing Date as established by a Purchaser Report, or by mutual agreement of the Purchaser and the Shareholders, or by the Accounting Firm, as the case may be, is greater than the Estimated Net Working Capital, the Purchaser hereby agrees to cause Star Leasing to pay to each Shareholder by wire transfer in immediately available funds to an account designated by such Shareholder its Shareholder's Percentage of such difference within two business days of a written demand therefor from the Shareholders. (viii) The Purchaser agrees to permit the Shareholders and their representatives (including accountants) to have full and timely access to, and to examine and make copies of, all applicable books, records and schedules which are in the possession of the Purchaser after the Closing and which are necessary to prepare the Shareholders Report.
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Closing Date Net Working Capital. The Shareholders and -------------------------------- the Purchaser shall take the Within 20 Business Days following actions to insure that the Net Working Capital as of the Closing Date shall be zero (the "Required Amount"):
(i) On the Closing Date, the Shareholders and the Purchaser shall prepare, jointly and in good faith, an estimate of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital");
(ii) If the Estimated Net Working Capital exceeds the Required Amount, Star Leasing shall, immediately prior to the Closing, make a distribution to the Shareholders, in cash, of an amount equal to such excess; if the Required Amount exceeds the Estimated Net Working Capital, each Shareholder shall, immediately prior to the Closing, contribute to Star Leasing, in cash, an amount equal to the product of such excess and the Shareholder's Percentage of such Shareholder; provided, however, that no Shareholder shall be required to make a contribution to Star Leasing in excess of the aggregate distributions made to such Shareholder by Star Leasing from and after December 31, 1997;
(iii) Within thirty (30) days after the date that all information is available as required to calculate the Net Working Capital as of the Closing Date, the Purchaser shall deliver to the Shareholders Seller a written report statement (the "Purchaser ReportStatement") setting forth certified by Ernst & Young, the Purchaser's calculation of the Net Working Capital as of the Closing Date;
(iv) Within thirty (30) days after delivery of the Purchaser Report to the Shareholders, the Shareholders may deliver to the Purchaser a written report independent certified public accountants (the "Shareholders ReportPurchaser's Accountants") ), setting forth any disagreement of the Shareholders with the Purchaser Report and showing the Shareholders' a detailed calculation of the Net Working Capital as of the Closing Date. If the Shareholders do not submit a Shareholders Report within such period, then the Net Working Capital as of the Closing Date as set forth Net Working Capital. The Statement shall be prepared in accordance with GAAP applied in a manner consistent with the manner applied in the preparation of the historical financial statements of the Company. The Seller shall have a period of 15 Business Days from the date it receives the Statement in which to review the same. For the purpose of such review, the Purchaser Report agrees to cause the Purchaser's Accountants to permit the Seller and its accountants to examine all working papers, schedules and other documentation used or prepared by the Purchaser's Accountants. The Statement shall be final and binding on upon the Shareholders parties unless the Seller gives written notice of its disagreement (a "Notice of Disagreement") to the Purchaser within 15 Business Days following receipt thereof (the "Dispute Notice Period"). Any such Notice of Disagreement shall specify in reasonable detail the nature of any disagreement so asserted. During the 20 Business Day period following delivery of the Notice of Disagreement (the "Dispute Resolution Period"), the Purchaser and the Seller shall make a reasonable good faith effort to resolve their differences. If, at the end of the Dispute Resolution Period, the Purchaser and the Seller have failed to reach written agreement with respect to all of such matters, then the matters specified in the Notice of Disagreement as to which such written agreement has not been reached (the "Disputed Matters") shall be submitted to and reviewed by KPMG (the "Arbitrator"), provided that if the Arbitrator does not agree to perform the services called for hereunder, the Arbitrator shall instead be selected by the American Arbitration Association (the "AAA"), with preference being given by the AAA in making such selection to any of the nationally recognized accounting firms (other than the Purchaser's Accountants) which may be agreeable to perform such services. The Arbitrator shall consider only the Disputed Matters. The Arbitrator shall act promptly to resolve all Disputed Matters and its decision with respect to the Disputed Matters shall be final and binding upon the Seller and the Purchaser.
(v) If . Upon resolution by the Shareholders Arbitrator of all Disputed Matters, the Arbitrator shall cause to be prepared and shall deliver to the Purchaser and the Purchaser are unable to resolve by good faith negotiations any differences between the Purchaser Report and Seller a Shareholders Report within thirty (30) days revised version of the PurchaserStatement reflecting the Arbitrator's receipt resolution of such Shareholders Report, either the Shareholders or the Purchaser may elect all Disputed Matters. The Statement shall be deemed to have the disagreements between the two reports resolved by a nationally recognized accounting firm mutually agreed upon by the parties hereto which shall not be the regular accountants for either the Purchaser or any Seller final (the "Accounting FirmFinal Statement"), which shall make a final and binding resolution ) upon either (i) the failure of the disagreements andSeller to deliver a Notice of Disagreement within the Dispute Notice Period, based on such resolution, or (ii) the Arbitrator's delivery of a final and binding determination revised version of the Net Working Capital as of the Closing Date. The Accounting Firm shall be in structed to use every reasonable effort to perform its arbitration function within thirty (30) days of submission of the matter to it and in any case, as soon as practicable after such submission to itStatement. The fees and expenses of the Accounting Firm Purchaser's Accountants incurred in connection with their examination of and certification with respect to the Statement shall be shared 50% borne by the Purchaser. The fees and expenses of the Arbitrator incurred in connection with its review and determination of any Disputed Matter shall be borne one-half by the Purchaser and 50% one-half by the ShareholdersSeller.
(vi) If the Net Working Capital as of the Closing Date as established by a Purchaser Report, or by mutual agreement of the Purchaser and the Shareholders, or by the Accounting Firm, as the case may be, is less than the Estimated Net Working Capital, the Shareholders hereby, jointly and severally, agree to pay such difference to Star Leasing by wire transfer in immediately available funds within two business days of a written demand therefor from the Purchaser; provided, however, that the amount of such payment by any Shareholder shall not, when aggregated with the amount, if any, which such Shareholder is required to pay pursuant to Sections 9.02(ii) and 9.04(b) exceed the aggregate distributions made to such Shareholder by Star Leasing from December 31, 1997 through the Closing Date (including any distribution made on the Closing Date pursuant to Section 9.02(ii)).
(vii) If the Net Working Capital as of the Closing Date as established by a Purchaser Report, or by mutual agreement of the Purchaser and the Shareholders, or by the Accounting Firm, as the case may be, is greater than the Estimated Net Working Capital, the Purchaser hereby agrees to cause Star Leasing to pay to each Shareholder by wire transfer in immediately available funds to an account designated by such Shareholder its Shareholder's Percentage of such difference within two business days of a written demand therefor from the Shareholders.
(viii) The Purchaser agrees to permit the Shareholders and their representatives (including accountants) to have full and timely access to, and to examine and make copies of, all applicable books, records and schedules which are in the possession of the Purchaser after the Closing and which are necessary to prepare the Shareholders Report.
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