Common use of Closing Net Working Capital Clause in Contracts

Closing Net Working Capital. (a) As soon as reasonably practicable following the Closing Date, and in any event within forty-five (45) days thereafter, Buyer shall prepare and deliver to Seller its determination of the Closing Net Working Capital, together with reasonably detailed supporting documentation, including Buyer’s calculation of the Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “Buyer Closing Statements”). (b) Within forty-five (45) days after receipt by Seller of the Buyer Closing Statement, Seller shall notify Buyer as to whether Seller agrees or disagrees with any components of the Buyer Closing Statements and, if Seller disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement, including calculation by Seller of the Working Capital Adjustment (“Notice of Disagreement”). If Seller provides the notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Notice of Disagreement within such forty-five (45) day period, then Seller shall be deemed to have accepted the calculations and the amounts set forth in the Buyer Closing Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any such Notice of Disagreement is timely provided, then Seller and Buyer shall use commercially reasonable efforts for a period of thirty (30) days thereafter to resolve any disagreements with respect to the calculations or amounts identified in the Notice of Disagreement. Any item or amount to which no dispute is raised in the Notice of Disagreement will be final, conclusive and binding on the Parties. In connection with the review by Seller of the Buyer Closing Statements, Buyer shall provide to Seller and its Representatives reasonable access to the records, employees and accountants of Buyer and its Subsidiaries, including the Purchased Subsidiaries, and shall cause the employees of Buyer and its Subsidiaries, including the Purchased Subsidiaries, to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Purchased Subsidiaries, or their accountants. (c) If, at the end of the thirty (30) day resolution period, the Parties are unable to resolve any disagreements as to items in the Notice of Disagreement, then PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized standing as may be mutually selected by Seller and Buyer) shall be appointed, as an expert and not an arbitrator, to resolve any remaining disagreements, but in no case shall they review or propose any resolution for any matters that have not been raised in the Notice of Disagreement. If PricewaterhouseCoopers LLP is unwilling or unable to serve in such capacity and Buyer and Seller are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Seller shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of recognized standing and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). The Accountant shall be charged with determining as promptly as practicable, but in any event within thirty (30) days after the date on which such dispute is referred to the Accountant any unresolved disputed items required to determine the Working Capital Adjustment. Notwithstanding anything to the

Closing Net Working Capital. (a) As soon Seller shall deliver to Buyer two (2) business days prior to the Closing, an estimated balance sheet of the Company as reasonably practicable following of the Closing Date. At the Closing, and in the Purchase Price paid shall not be subject to any event within forty-five adjustment as a result of any working capital estimates made pursuant to this Article III. (45b) days thereafter, Buyer (with the assistance of Seller to the extent reasonably requested by Buyer) shall prepare and deliver to Seller its determination within sixty (60) days following the Closing, an estimated calculation of the Closing Net Working Capital (the “Estimated Net Working Capital, together with reasonably detailed supporting documentation, including Buyer’s calculation of the ”). The Estimated Net Working Capital Adjustment, if any, which shall be prepared in accordance with GAAP, and on a manner basis consistent in all respects with the Sample Closing StatementFinancial Statements. The parties hereto agree that at the Closing, including Net Working Capital shall consist of at least $300,000, of which $100,000 shall be in the line items set forth therein form of cash. To the extent the Estimated Net Working Capital is greater than $300,000, then the excess shall constitute the “Estimated Working Capital Surplus” and to the extent the Estimated Net Working Capital is less than $300,000, the difference shall constitute the “Estimated Working Capital Deficit.” To the extent that there is an Estimated Working Capital Surplus, within sixty (60) days following the Closing, Buyer shall pay to Seller, in cash, an amount equal to 50% of the Estimated Working Capital Surplus (the “Buyer Closing StatementsInitial Excess Working Capital Payment”). (b) Within forty-five (45) days after receipt by Seller of the Buyer Closing Statement, Seller shall notify Buyer as to whether Seller agrees or disagrees with any components of the Buyer Closing Statements and, if Seller disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement, including calculation by Seller of the Working Capital Adjustment (“Notice of Disagreement”). If Seller provides the notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Notice of Disagreement within such forty-five (45) day period, then Seller shall be deemed to have accepted the calculations and the amounts set forth in the Buyer Closing Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any such Notice of Disagreement is timely provided, then Seller and Buyer shall use commercially reasonable efforts for a period of thirty (30) days thereafter to resolve any disagreements with respect to the calculations or amounts identified in the Notice of Disagreement. Any item or amount to which no dispute is raised in the Notice of Disagreement will be final, conclusive and binding on the Parties. In connection with the review by Seller of the Buyer Closing Statements, Buyer shall provide to Seller and its Representatives reasonable access to the records, employees and accountants of Buyer and its Subsidiaries, including the Purchased Subsidiaries, and shall cause the employees of Buyer and its Subsidiaries, including the Purchased Subsidiaries, to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Purchased Subsidiaries, or their accountants. (c) If, at the end of the thirty (30) day resolution period, the Parties are unable to resolve any disagreements as to items in the Notice of Disagreement, then PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized standing as may be mutually selected by Seller and Buyer) shall be appointed, as an expert and not an arbitrator, to resolve any remaining disagreements, but in no case shall they review or propose any resolution for any matters that have not been raised in the Notice of Disagreement. If PricewaterhouseCoopers LLP is unwilling or unable to serve in such capacity and Buyer and Seller are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Seller shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of recognized standing and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). The Accountant shall be charged with determining as As promptly as practicable, but in any event within thirty no later than two hundred ten (30210) days after the date on which such dispute is referred Closing Date, Buyer (with the assistance of Seller to the Accountant any unresolved disputed items required extent reasonably requested by Buyer) will cause to determine be prepared, in accordance with GAAP and on a basis consistent with the Financial Statements, and delivered to Seller a statement setting forth Buyer’s calculation of Closing Net Working Capital Adjustment(the “Closing Statement”). Notwithstanding anything The parties agree that for purposes of calculating Closing Net Working Capital, the amount of Purchased Accounts Receivable shall be equal to thethe amount of the Purchased Accounts Receivable collected during the A/R Collection Period and set forth in the A/R collection report delivered to Seller pursuant to Section 3.03 of this Agreement.

Closing Net Working Capital. (a) As soon as reasonably practicable following Within 30 days after the Closing DateClosing, and in any event within forty-five (45) days thereafter, Buyer shall the Seller Parties will prepare and deliver to the Buyer a calculation of Net Working Capital as of the Effective Time (the “Closing Net Working Capital”). Each item included in the Closing Net Working Capital shall be calculated in accordance with generally accepted accounting principles as in effect in its jurisdiction of organization for each of the U.S. Sellers, the Seller its determination Foreign Subsidiaries and Pipeline Seal U.K., and past practices of the Business consistently applied in the same manner as in the Financial Statements. The Closing Net Working Capital calculation will take into account appropriate reserves as of the Effective Time and physical inventories of each of the U.S. Sellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K. as of January 29 and 30, 2011 (adjusted as appropriate for changes in inventory occurring from and after January 30, 2011 through the Effective Time based on the books and records of the Persons then respectively holding such inventory), and shall be calculated in accordance with the principles and in a manner consistent with the calculation of Net Working Capital as of the Balance Sheet Date attached as Schedule 1.11(a). Notwithstanding the foregoing, in the event the Closing does not occur on or prior to February 18, 2011, the Closing Net Working Capital calculation will take into account physical inventories of each of the U.S. Sellers, the Seller Foreign Subsidiaries and Pipeline Seal U.K. conducted instead as of the Closing Date. Subject to Section 5.1, representatives of the Buyer shall have the right to be present at all physical inventories conducted pursuant to this Section 1.11(a). (b) If the Buyer does not accept the Seller Parties’ calculation of the Closing Net Working Capital, together with reasonably detailed supporting documentationthe Buyer will give written notice to the Sellers’ Representative prior to the 30th day after delivery thereof, including Buyer’s therein a reasonably particularized statement of its objection thereto. The Buyer will be deemed to have accepted the calculation of the Closing Net Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “Buyer Closing Statements”). (b) Within forty-five (45) days after receipt written notice of objection is not delivered by Seller such date. Any notice of the Buyer Closing Statement, Seller shall notify Buyer as to whether Seller agrees or disagrees with any components of the Buyer Closing Statements and, if Seller disagrees, such notice shall objection will set forth in reasonable detail the particulars of such disagreement, including calculation by Seller of the Working Capital Adjustment (“Notice of Disagreement”). If Seller provides the notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Notice of Disagreement within such forty-five (45) day period, then Seller shall be deemed to have accepted the calculations basis and the amounts set forth in the Buyer Closing Statement delivered by Buyer, which shall then be final, binding and conclusive purported amount for all purposes hereunder. If any such Notice of Disagreement is timely provided, then Seller and Buyer shall use commercially reasonable efforts for a period of thirty (30) days thereafter to resolve any disagreements with respect to the calculations or amounts identified in the Notice of Disagreement. Any item or amount to which no dispute is raised in the Notice of Disagreement will be final, conclusive and binding on the Parties. In connection with the review by Seller of the Buyer Closing Statements, Buyer shall provide to Seller and its Representatives reasonable access to the records, employees and accountants of Buyer and its Subsidiaries, including the Purchased Subsidiaries, and shall cause the employees of Buyer and its Subsidiaries, including the Purchased Subsidiaries, to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Purchased Subsidiaries, or their accountantseach objection. (c) If, at The Buyer and the end Sellers’ Representative shall attempt in good faith to resolve any disagreement related to the calculation of Closing Net Working Capital within 30 days after delivery of any notice of objection pursuant to Section 1.11(b). If the thirty (30) day resolution period, Buyer and the Parties Sellers’ Representative are unable to resolve such disagreement within 30 days after delivery of the written notice, the parties will jointly engage Deloitte Touche Tohmatsu Limited (the “Reviewing Accountant”) to resolve the issues in dispute. The Reviewing Accountant will apply accounting principles, in accordance with the provisions of this Section 1.11, to evaluate the issues at hand and will not have the power to alter, modify, amend, add to or subtract from any disagreements as term or provision of this Agreement. The parties will instruct the Reviewing Accountant to items render its decision within 15 days of the engagement, and such decision will be binding on the parties. The fees, costs and expenses of the Reviewing Accountant will be paid by the Seller Parties, on the one hand, and the Buyer Entities, on the other hand, in the Notice same proportion that the aggregate amount of Disagreement, then PricewaterhouseCoopers LLP (or the disputed items submitted to the Reviewing Accountant that are unsuccessfully disputed by such other independent accounting firm of recognized standing as may be mutually selected by Seller and Buyer) shall be appointedparty, as an expert and not an arbitratorfinally determined by the Reviewing Accountant, bears to resolve any remaining disagreements, but in no case shall they review or propose any resolution for any matters that have not been raised in the Notice of Disagreement. If PricewaterhouseCoopers LLP is unwilling or unable to serve in such capacity and Buyer and Seller are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Seller shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of recognized standing and Buyer shall within ten (10) days after receipt aggregate amount of such list, select one of such three (3) accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”)disputed items so submitted. The determination of the Reviewing Accountant shall will be charged with determining as promptly as practicable, but in any event within thirty (30) days after final and binding on the date on which such dispute is referred to the Accountant any unresolved disputed items required to determine the Working Capital Adjustment. Notwithstanding anything to theparties.

Closing Net Working Capital. (ai) As soon At Closing, Seller shall deliver to Purchaser an estimated detailed unaudited balance sheet as reasonably practicable following of the Closing DateDate prepared in accordance with GAAP in good faith and consistent with past practices for the Company (the “Preliminary Closing Balance Sheet”), and in any event within forty-five which Preliminary Closing Balance Sheet shall be accompanied by, among other things, an estimate of the Net Working Capital of the Company as of the Closing Date (45) days thereafter“Closing Net Working Capital”), Buyer shall prepare and deliver which must be reasonably acceptable to Seller its determination of Purchaser. If the Closing Net Working CapitalCapital of the Company on the Preliminary Closing Balance Sheet is a negative amount (the “Preliminary Working Capital Shortfall”), together the Closing Cash Consideration shall be reduced on a dollar-for-dollar basis equal to the amount of such Preliminary Working Capital Shortfall. If the Closing Net Working Capital of the Company on the Preliminary Closing Balance Sheet is a positive amount (the “Preliminary Working Capital Excess”), the Closing Cash Consideration shall be increased on a dollar-for-dollar basis equal to the amount of such Preliminary Working Capital Excess. Such adjustment (if any) to the Closing Cash Consideration shall remain subject to final determination pursuant to Section 2.4(b)(vi) and Section 2.4(b)(vii) below. (iii) Upon receipt of the Updated Closing Balance Sheet, Seller shall cause Seller’s independent certified public accountants, during the succeeding thirty (30) calendar day period, to review the Updated Closing Balance Sheet, and Seller and his representatives shall have the right to review, upon request, all financial statements and records of assets and liabilities related thereto, and to examine and review all records and work papers and other supporting documents used to prepare the Updated Closing Balance Sheet and all such relevant information through the date thereof. Purchaser and the Company shall cooperate with reasonably detailed supporting documentationSeller to ensure that Seller and his representatives have full access at all reasonable times to the working papers relating to the Updated Closing Balance Sheet, including Buyer’s calculation any descriptions of the Working Capital Adjustmentmethodology, procedures and analysis undertaken in connection with the preparation of the Updated Closing Balance Sheet. Upon its completion but, in any event no later than the expiration of the thirty (30) calendar day period referenced above (the “Closing Balance Sheet Dispute Deadline”), Seller shall notify Purchaser in writing of objections to the Updated Closing Balance Sheet, if any, which shall be prepared in and setting forth a manner consistent in all respects with reasonably detailed explanation of the Sample Closing Statement, including objections and the line items set forth therein dollar amount related to each such objection (the “Buyer Closing StatementsBalance Sheet Dispute Notice”). If Seller does not deliver a Closing Balance Sheet Dispute Notice on or prior to the Closing Balance Sheet Dispute Deadline, the Updated Closing Balance Sheet is deemed irrevocably accepted by Seller and automatically becomes final (the “Final Closing Balance Sheet”). (biv) Within forty-five (45) days after receipt by If Seller of objects to line items set forth on the Buyer Updated Closing StatementBalance Sheet, Seller and Purchaser shall notify Buyer as attempt to whether Seller agrees or disagrees with any components of the Buyer Closing Statements and, if Seller disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement, including calculation by Seller of the Working Capital Adjustment (“Notice of Disagreement”). If Seller provides the notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Notice of Disagreement within such forty-five (45) day period, then Seller shall be deemed to have accepted the calculations and the amounts set forth in the Buyer Closing Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If resolve any such Notice of Disagreement is timely provided, then Seller and Buyer shall use commercially reasonable efforts for a period of objections within thirty (30) calendar days thereafter of receipt by Purchaser of any such objections. If Seller and Purchaser are unable to resolve the matter within such thirty (30) calendar day period, Seller and Purchaser shall jointly appoint an impartial independent certified public accounting firm (the “Arbitrator”) mutually acceptable to Seller and Purchaser (or, if they cannot agree on a mutually acceptable firm, they shall cause their respective accounting firms jointly to select such firm) within five (5) calendar days after the end of such thirty (30) calendar day period to resolve any disagreements with respect to the calculations or amounts identified in the Notice of Disagreementsuch remaining disputed matters. Any item or amount to which no dispute is raised in such resolution by the Notice of Disagreement will Arbitrator shall be final, conclusive and binding on the Parties. In connection with , and the review by Seller fees of the Buyer Closing Statements, Buyer Arbitrator shall provide to Seller and its Representatives reasonable access to be borne as the records, employees and accountants of Buyer and its Subsidiaries, including Arbitrator shall determine after considering the Purchased Subsidiaries, and shall cause the employees of Buyer and its Subsidiaries, including the Purchased Subsidiaries, to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Purchased Subsidiaries, or their accountants. (c) If, at the end of the thirty (30) day resolution period, the Parties are unable to resolve any disagreements as to items in the Notice of Disagreement, then PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized standing as may be mutually selected positions asserted by Seller and Buyer) Purchaser in light of its final decision. The Parties shall be appointed, as an expert and not an arbitrator, fully cooperate with the Arbitrator. The Parties shall instruct the Arbitrator to resolve any remaining disagreementsobjections, but using the procedures and methodologies set forth in no case shall they review or propose any resolution for any matters that have not been raised in the Notice of Disagreement. If PricewaterhouseCoopers LLP is unwilling or unable to serve in such capacity and Buyer and Seller are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Seller shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of recognized standing and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”)this Agreement including GAAP. The Accountant Arbitrator shall also be charged with determining as promptly as practicable, but in any event instructed to reach its conclusion regarding the disputed matter within thirty (30) calendar days after of its appointment to settle the date on which such dispute is referred and to the Accountant any unresolved disputed items required to determine the Working Capital Adjustmentdeclare a Final Closing Balance Sheet. Notwithstanding anything in this Agreement to thethe contrary, the Arbitrator may not, in making its determination pursuant to this Section 2.4(b)(iv), determine that the amount of a line item is outside of the range established for the particular line item in the Closing Balance Sheet Dispute Notice and the Updated Closing Balance Sheet. (v) Upon receipt of the Arbitrator’s conclusions, the Updated Closing Balance Sheet shall be adjusted to reflect such conclusions and be deemed to be the Final Closing Balance Sheet and to be irrevocably accepted by the Parties.

Closing Net Working Capital. Within sixty (a60) As soon as reasonably practicable days following the Closing Date, Buyer shall deliver to Parent combined and combining balance sheets of the Companies (in their final and binding form, the "Closing Balance Sheets") as of the Closing Date and a supplemental schedule setting forth the Net Working Capital of the Companies as of the Closing Date, determined in a manner consistent with the provisions of the Agreement (the "Closing Net Working Capital"). The Closing Balance Sheets and determination of Closing Net Working Capital shall include all known adjustments required in a year-end closing of the books and shall be prepared in accordance with GAAP consistent with past practices. Parent and Enviro-Safe shall cooperate with Buyer as reasonably requested in connection with the preparation of the Closing Balance Sheets and the determination of the Closing Net Working Capital. The determination of the Closing Balance Sheets and the Closing Net Working Capital shall become final and binding upon the parties ten (10) days following Parent's receipt thereof, unless Parent shall give written notice of its disagreement (a "Notice of Disagreement") to Buyer prior to such date. Any Notice of Disagreement shall specify in reasonable detail the nature and dollar amount of any event within disagreement so asserted. If a timely Notice of Disagreement is received by Buyer, then the Closing Balance Sheets and the Closing Net Working Capital (as revised in accordance with clause (x) or (y) below) shall become final and binding upon the parties on the earliest of (x) the date the parties resolve in writing any differences they have with respect to the matters specified in the Notice of Disagreement or (y) the date all matters in dispute are finally resolved by the Independent Accountant. During the thirty (30) days following delivery of a Notice of Disagreement, the parties shall seek in good faith to resolve in writing any differences that they may have with respect to the matters specified in the Notice of Disagreement. Following delivery of a Notice of Disagreement, Parent and its agents and representatives shall be permitted to review Buyer's and its representatives' working papers relating to the Notice of Disagreement. At the end of the thirty (30)-day period referred to above, the parties shall submit to the Independent Accountant for review and resolution of all matters (but only such matters) which remain in dispute and which were properly included in the Notice of Disagreement, and the Independent Accountant shall make a final determination of the Closing Balance Sheets and the Closing Net Working Capital, to the extent such amounts are in dispute, in accordance with the guidelines and procedures set forth in this Agreement. In resolving any matters in dispute, the Independent Accountant may not assign a value to any item in dispute greater than the greatest value for such item assigned by Buyer, on the one hand, or Enviro-Safe and Parent, on the other hand, or less than the smallest value for such item assigned by Buyer, on the one hand, or Parent, on the other hand. The Independent Accountant's determination will be based solely on presentations made by Buyer and Parent in accordance with the guidelines and procedures set forth in this Agreement (i.e., not on the basis of an independent review). The determination of the Closing Balance Sheets and the Net Working Capital shall become final and binding on the parties on the date the Independent Accountant delivers its final resolution in writing to the parties (which final resolution shall be delivered not more than forty-five (45) days thereafterfollowing submission of such disputed matters). The fees and expenses of the Independent Accountant, Buyer shall prepare and deliver to Seller its in making the final determination of the Closing Balance Sheets and the Closing Net Working Capital, together with reasonably detailed supporting documentation, including Buyer’s calculation of the Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein (the “shared equally by Buyer Closing Statements”). (b) Within forty-five (45) days after receipt by Seller of the Buyer Closing Statement, Seller shall notify Buyer as to whether Seller agrees or disagrees with any components of the Buyer Closing Statements and, if Seller disagrees, such notice shall set forth in reasonable detail the particulars of such disagreement, including calculation by Seller of the Working Capital Adjustment (“Notice of Disagreement”). If Seller provides the notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Notice of Disagreement within such forty-five (45) day period, then Seller shall be deemed to have accepted the calculations and the amounts set forth in the Buyer Closing Statement delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any such Notice of Disagreement is timely provided, then Seller and Buyer shall use commercially reasonable efforts for a period of thirty (30) days thereafter to resolve any disagreements with respect to the calculations or amounts identified in the Notice of Disagreement. Any item or amount to which no dispute is raised in the Notice of Disagreement will be final, conclusive and binding on the Parties. In connection with the review by Seller of the Buyer Closing Statements, Buyer shall provide to Seller and its Representatives reasonable access to the records, employees and accountants of Buyer and its Subsidiaries, including the Purchased Subsidiaries, and shall cause the employees of Buyer and its Subsidiaries, including the Purchased Subsidiaries, to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Purchased Subsidiaries, or their accountantsParent. (c) If, at the end of the thirty (30) day resolution period, the Parties are unable to resolve any disagreements as to items in the Notice of Disagreement, then PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized standing as may be mutually selected by Seller and Buyer) shall be appointed, as an expert and not an arbitrator, to resolve any remaining disagreements, but in no case shall they review or propose any resolution for any matters that have not been raised in the Notice of Disagreement. If PricewaterhouseCoopers LLP is unwilling or unable to serve in such capacity and Buyer and Seller are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Seller shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of recognized standing and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). The Accountant shall be charged with determining as promptly as practicable, but in any event within thirty (30) days after the date on which such dispute is referred to the Accountant any unresolved disputed items required to determine the Working Capital Adjustment. Notwithstanding anything to the

Closing Net Working Capital. (a) As soon as reasonably practicable following the Closing Date, and in any event within forty-five sixty (4560) days thereafter, Buyer shall prepare and deliver to Seller the Sellers’ Representative its determination of the Closing Net Working CapitalCapital and the Closing Indebtedness, together with reasonably detailed supporting documentation, including Buyer’s calculation of (i) the Final Working Capital AdjustmentAdjustment Amount, if any, which that shall be prepared in a manner consistent in all respects with the Sample Closing Statementsample calculation of Net Working Capital as of May 31, 2011 which shall be prepared by Sellers in cooperation with Buyer within fifteen (15) Business Days of the date of this Agreement (including the line items set forth therein therein, the “Sample Closing Statement”) and (ii) the Closing Indebtedness (the “Buyer Closing Statements”). (b) Within forty-five thirty (4530) days after receipt by Seller the Sellers’ Representative of the Buyer Closing StatementStatements, Seller the Sellers’ Representative shall notify Buyer as to whether Seller agrees Sellers agree or disagrees disagree with any components of the Buyer Closing Statements and, if Seller disagreesSellers disagree, such notice shall set forth in reasonable detail the particulars of such disagreement, including calculation by Seller Sellers of the Final Working Capital Adjustment Amount or the Closing Indebtedness (“Closing Statements Notice of Disagreement”). If Seller the Sellers’ Representative provides the a notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Closing Statements Notice of Disagreement within such forty-five thirty (4530) day period, then Seller Sellers shall be deemed to have accepted the calculations and the amounts set forth in the Buyer Closing Statement Statements delivered by Buyer, which shall then be final, binding and conclusive for all purposes hereunder. If any such Closing Statements Notice of Disagreement is timely provided, then Seller Sellers’ Representative and Buyer shall use commercially reasonable efforts for a period of thirty (30) days thereafter to resolve any disagreements with respect to the calculations or amounts identified in the Closing Statements Notice of Disagreement. Any item or amount to which no dispute is raised in the Closing Statements Notice of Disagreement will be final, conclusive and binding on the Parties. In connection with the review by Seller the Sellers’ Representative of the Buyer Closing Statements, Buyer shall provide to Seller and its Representatives the Sellers’ Representative full, reasonable access to the records, employees and accountants of Buyer and its Subsidiaries, Subsidiaries (including the Purchased Subsidiaries, Company and the U.K. Affiliate) and shall cause the employees of Buyer and its Subsidiaries, Subsidiaries (including the Purchased Subsidiaries, Company and the U.K. Affiliate) to cooperate in all reasonable respects with Seller and its Representatives the Sellers’ Representative in connection with its his or her review of such work papers and other documents and information relating to the calculation of the Final Working Capital Adjustment Amount or the Closing Indebtedness, as Seller applicable, as the Sellers’ Representative may reasonably request and that are available to Buyer and its Subsidiaries, Subsidiaries (including the Purchased Subsidiaries, Company and the U.K. Affiliate) or their accountants. (c) If, at the end of the thirty (30) day resolution period, Buyer and the Parties Sellers’ Representative are unable to resolve any disagreements as to items in the Closing Statements Notice of Disagreement, then PricewaterhouseCoopers LLP (or such other independent accounting firm of recognized national standing as may be mutually selected by Seller the Sellers’ Representative and Buyer) shall be appointed, as an expert and not an arbitrator, to resolve any remaining disagreements, but in no case shall they such independent accounting firm review or propose any resolution for any matters that have not been raised in the Closing Statements Notice of Disagreement. If PricewaterhouseCoopers LLP is unwilling or unable to serve in such capacity and Buyer and Seller the Sellers’ Representative are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Seller Sellers shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of recognized national standing and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms firms; provided that the firm so selected shall not have performed accounting, tax or audit services for the Company, any Seller, Buyer or Affiliate of any of the foregoing for a period of three (3) years prior to its selection (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). The Accountant shall be charged with determining as promptly as practicable, but in any event within thirty (30) days after the date on which such dispute is referred to the Accountant Accountant, any unresolved disputed items required to determine the Final Working Capital AdjustmentAdjustment Amount or the Closing Indebtedness and, upon reaching such determination, shall deliver a copy of its calculations to the Sellers’ Representative and Buyer. Notwithstanding anything to thethe contrary herein, in no event shall the Accountant’s determination result in a Final Working Capital Adjustment Amount or Closing Indebtedness outside of the range established by Buyer’s calculation of the Final Working Capital Adjustment Amount or Closing Indebtedness, as applicable, delivered in the Buyer Closing Statements pursuant to Section 2.04(a) and Sellers’ calculation of the Final Working Capital Adjustment Amount or Closing Indebtedness, as applicable, delivered in the Closing Statements Notice of Disagreement pursuant to Section 2.04(b). The determination of the Accountant shall be final, binding and conclusive for all purposes hereunder. Such amounts as finally determined by the Accountant shall be used to determine the Final Working Capital Adjustment Amount and the Closing Indebtedness. Each Party shall bear its own attorneys’ fees, costs and expenses relating to such dispute and all reasonable fees, costs and expenses invoiced by the Accountant relating to such dispute shall be paid fifty percent (50%) by Sellers and fifty percent (50%) by Buyer. (d) Within five (5) Business Days of the date on which the last disputed item required to determine the Final Working Capital Adjustment Amount or the Closing Indebtedness, as applicable, is resolved pursuant to Section 2.04(b) and (c), (i) if the Final Cash Consideration exceeds the Initial Cash Consideration, Buyer shall pay in cash to Sellers identified as owners of the U.S. Shares on Exhibit A, in the proportions set forth on Exhibit A, the amount by which the Final Cash Consideration exceeds the Initial Cash Consideration, and Buyer and Sellers’ Representative, by joint instruction, shall instruct (which instruction shall be based solely upon the calculation of the Final Cash Consideration using the Final Working Capital Adjustment Amount and the Closing Indebtedness, each as finally determined in accordance with this Section 2.04) the Escrow Agent to release all of the Working Capital Adjustment Escrow Amount (and any interest earned thereon) to Sellers pursuant to the Escrow Agreement, or (ii) if the Initial Cash Consideration exceeds the Final Cash Consideration, Sellers shall pay to Buyer the amount by which the Initial Cash Consideration exceeds the Final Cash Consideration, (A) which amount shall be satisfied first from the Working Capital Adjustment Escrow Amount (and any interest earned thereon) pursuant to the Escrow Agreement and, if such amount exceeds the Working Capital Adjustment Escrow Amount (and any interest earned thereon), directly from Sellers identified as owners of the U.S. Shares on Exhibit A, in the proportions set forth on Exhibit A (but such obligations of payment shall be joint and several among them), or (B) if such amount is less than the Working Capital Adjustment Escrow Amount, Buyer and Sellers’ Representative, by joint instruction, shall instruct (which instruction shall be based solely upon the calculation of the Final Cash Consideration using the Final Working Capital Adjustment Amount and the Closing Indebtedness, each as finally determined in accordance with this Section 2.04) the Escrow Agent to release such difference (and any interest earned thereon) to Sellers and the remaining amount of the Working Capital Adjustment Escrow Amount (and any interest earned thereon) to Buyer pursuant to the Escrow Agreement.

Closing Net Working Capital. (ai) As soon Before the Closing, Seller, in consultation with Buyer, shall prepare a statement (the “Closing Statement”) setting forth Net Working Capital (as reasonably practicable following defined in clause (iv) below) as of the close of business on the day immediately preceding the Closing Date, and in any event within forty-five Date (45) days thereafter, Buyer shall prepare and deliver to Seller its determination of the “Closing Net Working Capital”); provided, together with reasonably detailed supporting documentation, including Buyer’s calculation that the value of inventory to be reflected on the Closing Statement and included in the determination of Closing Net Working Capital Adjustmentshall be equal to the value of inventory reflected on the Perpetual Inventory Statement (as defined in Section 2(c)(i)) and such value shall be final and binding for purposes of this Section 2(b), if anybut shall be subject to adjustment after Closing pursuant to Section 2(c) hereof. If there is a dispute between Seller and Buyer with respect to any matters regarding Closing Net Working Capital not made final and binding pursuant to the immediately preceding sentence, Seller and Buyer shall use all reasonable efforts to resolve the dispute before the scheduled Closing, which resolution shall be prepared reflected in a manner consistent in all respects with the Sample determination of Closing StatementNet Working Capital and shall be final and binding and not subject to any post–Closing adjustment, including the line items set forth therein (the “Buyer Closing Statements”)except as may be necessary to correct computational errors and for any adjustments required pursuant to Section 2(c) hereof. (bii) Within forty-five (45) days If there is a dispute between Seller and Buyer with respect to matters regarding Closing Net Working Capital not made final and binding under Section 2(b)(i), which Seller and Buyer mutually conclude they will be unable to resolve before the scheduled Closing, then promptly after receipt by Seller of the Buyer Closing Statementreaching that conclusion each party, Seller acting in good faith and exercising reasonable business judgment, shall notify Buyer as to whether Seller agrees or disagrees with any components of the Buyer Closing Statements and, if Seller disagrees, such notice shall set prepare a written statement setting forth in reasonable detail the particulars of such disagreement, including calculation by Seller of matters that remain in dispute and the Closing Net Working Capital Adjustment (“Notice determined by that party, and shall submit copies of Disagreement”)those documents to the other party. If Seller provides the notice pursuant to which it agrees with each of the components of the Buyer Closing Statements or does not provide a Notice of Disagreement within such forty-five (45) day period, then Seller shall be deemed to have accepted the calculations and the amounts Net Working Capital set forth in Seller’s written statement exceeds the Buyer Closing Statement delivered Net Working Capital set forth in Buyer’s written statement by $500,000 or less, then the scheduled Closing shall proceed based on Closing Net Working Capital equal to one-half of the sum of (x) the Closing Net Working Capital set forth in Seller’s written statement, plus (y) the Closing Net Working Capital set forth in Buyer’s written statement, which shall then be final, final and binding and conclusive not subject to any post–Closing adjustment, except as may be necessary to correct computational errors and for all purposes hereunderany adjustments required pursuant to Section 2(c) hereof. If any such Notice of Disagreement is timely providedthe Closing Net Working Capital set forth in Seller’s written statement exceeds the Closing Net Working Capital set forth in Buyer’s written statement by more than $500,000, then Seller and Buyer shall use commercially reasonable efforts for a period immediately submit copies of thirty (30) days thereafter their written statements to Deloitte & Touche LLP, unless Deloitte & Touche LLP does not agree to resolve any disagreements with respect such dispute over the amount of the Closing Net Working Capital because of a conflict of interest or otherwise, in which case Seller and Buyer shall promptly submit copies of their written statements to the calculations or amounts identified in the Notice of Disagreement. Any item or amount to which no dispute is raised in the Notice of Disagreement will such nationally recognized independent public accounting firm as may be final, conclusive and binding on the Parties. In connection with the review agreed upon by Seller of the and Buyer Closing Statements, Buyer shall provide to Seller and its Representatives reasonable access to the records, employees and accountants of Buyer and its Subsidiaries, including the Purchased Subsidiaries, and shall cause the employees of Buyer and its Subsidiaries, including the Purchased Subsidiaries, to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Purchased Subsidiaries, or their accountants. (c) If, at the end of the thirty (30) day resolution period, the Parties are unable to resolve any disagreements as to items in the Notice of Disagreement, then PricewaterhouseCoopers Deloitte & Touche LLP (or such other independent accounting agreed upon firm of recognized standing being hereinafter referred to as may be mutually selected by Seller and Buyer) shall be appointed, as an expert and not an arbitrator, to resolve any remaining disagreements, but in no case shall they review or propose any resolution for any matters that have not been raised in the Notice of Disagreement. If PricewaterhouseCoopers LLP is unwilling or unable to serve in such capacity and Buyer and Seller are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Seller shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of recognized standing and Buyer shall within ten (10) days after receipt of such list, select one of such three (3) accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “AccountantArbitrator”). The Accountant Arbitrator shall review all matters that remain in dispute and endeavor to render written decisions resolving such matters at or before the scheduled Closing, which decisions shall be charged with determining reflected in the determination of Closing Net Working Capital (provided that the Closing Net Working Capital so determined may not be less than that set forth in Buyer’s written statement nor more than that set forth in Seller’s written statement) and shall be final and binding and not subject to any post–Closing adjustment, except as promptly as practicablemay be necessary to correct computational errors and for any adjustments required pursuant to Section 2(c) hereof. If the Arbitrator informs Seller and Buyer that it is unable before the scheduled Closing to render decisions resolving all matters that remain in dispute, but in any event within thirty (30) days then the Closing shall be delayed until the first business day after the date on which such dispute is all remaining disputes have been resolved. (iii) The procedures for arbitration under this Section 2(b) shall be determined by the Arbitrator, provided that all disputed matters shall be resolved by the Arbitrator in accordance with the principles and methodology set forth in this Section 2(b) and in the Financial Statements (as defined in Section 4(g)). The fees and disbursements of the Arbitrator shall be borne equally by the parties. (iv) As used in this Section 2(b), “Net Working Capital” means the current assets (net of appropriate reserves and excluding cash and cash equivalents), less the current liabilities, of the Company on a consolidated basis as determined on a basis consistent with the Statements of Net Assets of the Company and the Subsidiaries Expected to be Sold referred to the Accountant any unresolved disputed items required to determine the Working Capital Adjustment. Notwithstanding anything to thein Section 4(g).

Closing Net Working Capital. (a) As soon as reasonably practicable following The Company shall prepare and, not more than ten (10) nor less than two (2) Business Days prior to the Initial Closing Date, and in any event within forty-five (45) days thereafter, Buyer shall prepare and deliver to Seller its determination Buyer an estimate, prepared in good faith, of the Closing Net Working Capital, together with reasonably detailed supporting documentation, including Buyer’s the calculation by the Company of the Initial Working Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein and in accordance with Working Capital GAAP and the Working Capital Items (the “Closing Statement”). After delivery of the Closing Statement by the Company, Buyer shall have an opportunity to review such Closing Statement, and Buyer, the Company and the Selling Shareholder Representatives shall work together in good faith to address any reasonable requests for adjustments to the Closing Statement made by Buyer. (b) As soon as reasonably practicable following the Initial Closing Date, and in any event within ninety (90) days thereafter, Buyer shall prepare and deliver to the Selling Shareholder Representatives its determination of the Closing Net Working Capital, together with reasonably detailed supporting documentation, including Buyer’s calculation of the Working CH\1406641 Capital Adjustment, if any, which shall be prepared in a manner consistent in all respects with the Sample Closing Statement, including the line items set forth therein and in accordance with Working Capital GAAP and the Working Capital Items (the “Buyer Closing StatementsStatement”). (bc) Within forty-five (45) days after receipt by Seller the Selling Shareholder Representatives of the Buyer Closing Statement, Seller the Selling Shareholder Representatives shall notify Buyer as to whether Seller agrees the Selling Shareholder Representatives agree or disagrees disagree with any components of the Buyer Closing Statements Statement and, if Seller disagreesthe Selling Shareholder Representatives disagree, such notice shall set forth in reasonable detail the particulars bases of such disagreement, including calculation by Seller the Selling Shareholder Representatives of the Working Capital Adjustment (such notice, the “Notice of Disagreement”). During such 45-day period, Buyer shall promptly provide to the Selling Shareholder Representatives and their Representatives reasonable access to the books and records, books of account and personnel of, and work papers prepared by, Buyer and its Affiliates (including the Company and its Subsidiaries) and Buyer’s Representatives and shall cause the employees of Buyer and its Affiliates (including the Company and its Subsidiaries) to cooperate in all reasonable respects with the Selling Shareholder Representatives and their Representatives in connection with their review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as either of the Selling Shareholder Representatives may reasonably request and that are available to Buyer and its Affiliates (including the Company and its Subsidiaries) or Buyer’s Representatives. If Seller provides the Selling Shareholder Representatives provide a notice pursuant to which it agrees they agree with each of the components component of the Buyer Closing Statements Statement or does do not provide a Notice of Disagreement within such the forty-five (45) day periodperiod after receipt by the Selling Shareholder Representatives of the Buyer Closing Statement, then Seller the Selling Shareholder Representatives shall be deemed to have accepted the calculations and the amounts set forth in the Buyer Closing Statement delivered by Buyer, which shall then be final, binding and conclusive on the Parties for all purposes hereunder. . (d) If any such Notice of Disagreement is timely provided, then Seller the Selling Shareholder Representatives and Buyer shall use commercially reasonable efforts for a period of thirty (30) days thereafter to resolve any disagreements with respect to the calculations or amounts identified in the Notice of Disagreement. Any item or amount as to which no dispute is raised in the Notice of Disagreement will be final, binding and conclusive and binding on the Parties. In Parties for all purposes hereunder, unless such item or amount is by its nature adjusted in connection with the review by Seller matters raised in the Notice of the Buyer Closing Statements, Buyer shall provide to Seller and its Representatives reasonable access to the records, employees and accountants of Buyer and its Subsidiaries, including the Purchased Subsidiaries, and shall cause the employees of Buyer and its Subsidiaries, including the Purchased Subsidiaries, to cooperate in all reasonable respects with Seller and its Representatives in connection with its review of such work papers and other documents and information relating to the calculation of the Working Capital Adjustment as Seller may reasonably request and that are available to Buyer and its Subsidiaries, including the Purchased Subsidiaries, or their accountants. (c) Disagreement. If, at the end of the thirty (30) day resolution period, the Parties are unable to resolve any disagreements as to items in the Notice of Disagreement, then PricewaterhouseCoopers Ernst & Young LLP (or such other independent accounting firm of nationally recognized standing as may be mutually selected by Seller the Selling Shareholder Representatives and Buyer) shall be appointed, as an expert and not an arbitrator, to resolve any remaining disagreements, but in no case shall they review or propose any resolution for any matters that have not been raised in the Notice of Disagreement. If PricewaterhouseCoopers Ernst & Young LLP is unwilling or unable to serve in such capacity and Buyer and Seller the Selling Shareholder Representatives are not able to mutually select an alternative accounting firm that is willing and able to serve in such capacity, then Seller the Selling Shareholder Representatives shall within ten (10) days deliver to Buyer a listing of three (3) other accounting firms of nationally recognized standing (and none of which have worked in the past three (3) years for any of the Selling Shareholders, Buyer or any of its Affiliates) and Buyer shall within ten (10) days after receipt of CH\1406641 such list, select one of such three (3) accounting firms (such firm as is ultimately selected pursuant to the aforementioned procedures being the “Accountant”). The Accountant shall be charged with determining as promptly as practicable, but in any event within thirty (30) days after the date on which such dispute is referred to the Accountant any unresolved disputed items required to determine the Working Capital Adjustment. In resolving such disputed items, the Accountant may not assign a value to any disputed item greater than the greatest value for such disputed item claimed by any Party or less than the lowest value for such disputed item claimed by any Party. The Accountant’s fees and expenses shall be borne by the Selling Shareholder Representatives, on the one hand, and Buyer, on the other hand, in such proportion as is appropriate to reflect the relative benefits received by the Selling Shareholders and Buyer from the resolution of the dispute. For example, if the Selling Shareholder Representatives challenge an item by an amount of $100,000 but the Accountant determines that the Selling Shareholder Representatives has a valid claim for only $40,000, Buyer shall bear 40% of the fees and expenses of the Accountant and the Selling Shareholder Representatives shall bear the other 60% of such fees and expenses. The determination of the Accountant shall be final, binding and conclusive on the Parties for all purposes hereunder. Such amounts as finally determined by the Accountant shall be used to determine the Working Capital Adjustment. (e) Within five (5) Business Days of the date on which the last disputed item required to determine the Working Capital Adjustment is resolved pursuant to Section 2.05(c) or (d), Buyer shall deliver to the account or accounts designated by the Selling Shareholder Representatives the amount by which the final Purchase Price exceeds the Adjusted Initial Purchase Price, if any, or the Indemnifying Shareholders shall pay to Buyer the amount by which the Adjusted Initial Purchase Price exceeds the final Purchase Price, if any. Any payment pursuant to this Section 2.05 shall be made by Buyer or the Indemnifying Shareholders, as the case may be, by wire transfer of immediately available funds to such account or accounts of such other Party or Parties as may be designated by either Buyer or the Selling Shareholder Representatives, as applicable, in writing. Any amount owed by the Indemnifying Shareholders under this Section 2.05 shall be paid by the Indemnifying Shareholders to Buyer in accordance with their respective Escrow Percentages. Any amount owed by Buyer under this Section 2.05 shall be paid by Buyer to the Selling Shareholders in accordance with their respective Pro Rata Shares. Notwithstanding anything the foregoing, if Closing Net Working Capital and the estimated Closing Net Working Capital is within $675,000 of the Target Closing Net Working Capital, neither Buyer nor the Selling Shareholders shall pay any amount to thethe other. (f) This Section 2.05 is intended by the Parties to solely provide for an adjustment to the purchase consideration for the difference between the agreed Target Closing Net Working Capital and Closing Net Working Capital. Nothing in this Section 2.05 is intended to be used to adjust for errors, omissions or inconsistencies that may be found with respect to the Financial Statements or the Balance Sheet, or any actual or alleged failure of the Financial Statements or the Balance Sheet to be prepared in accordance with GAAP. No Party shall be permitted to introduce accounting policies, principles, practices or methodologies in the preparation or review of the final Closing Statement or the determination of the Closing Net Working Capital different from Working Capital GAAP and the Working Capital Items.