Common use of Closing Net Working Capital Clause in Contracts

Closing Net Working Capital. (a) No less than three Business Days prior to the Closing, Lear shall deliver to IAC a written statement setting forth in detail ▇▇▇▇'▇ good faith estimate of the Closing Net Working Capital (the "Estimated Net Working Capital"), which estimate shall be subject to the reasonable approval of IAC. (b) If the Estimated Net Working Capital is less than $18,000,000 (the "Lower Collar"), Lear shall cause the applicable Seller(s) to pay to the applicable Buyer(s) at Closing a sum equal to the amount by which the Estimated Net Working Capital is less than the Lower Collar. If the Estimated Net Working Capital is greater than $20,000,000 (the "Upper Collar"), IAC shall cause the applicable Buyer(s) to pay to the applicable Seller(s) at Closing a sum equal to the amount by which the Estimated Net Working Capital is greater than the Upper Collar. (c) Lear shall deliver to IAC, no later than 60 days after the Closing Date, ▇▇▇▇'▇ calculation of the Closing Net Working Capital (the "Lear Calculation"), (d) ▇▇▇▇'▇ calculation of the Estimated Net Working Capital and the Closing Net Working Capital shall be (A) prepared in good faith and based upon reasonable assumptions, and (B) consistent with the accounting practices set forth in Schedule 4.3, which were used in the preparation of the Financial Statements. (e) If IAC disagrees with the Lear Calculation, IAC shall provide written notice (a "Dispute Notice") to Lear of its objection(s) to such calculation. If IAC does not provide a Dispute Notice within 30 days after ▇▇▇▇'▇ delivery of the Lear Calculation, the Closing Net Working Capital set forth therein shall be deemed the finally determined Closing Net Working Capital. If IAC delivers a Dispute Notice, Lear and IAC will use good faith efforts during the 30-day period after the delivery of such Dispute Notice (the "WC Resolution Period") to seek to resolve the differences set forth therein. If Lear and IAC cannot reach written agreement during the WC Resolution Period, their disagreements, limited to those issues still in dispute, will be submitted by the parties for determination by the Accounting Firm. (f) During the period beginning on the date hereof and ending upon the final determination of the Closing Net Working Capital (including the WC Resolution Period, if necessary), the parties will provide to each other such reasonable access to financial and other information of the Business and the Sale Companies as it may request in good faith to assess the Estimated Net Working Capital and the Closing Net Working Capital. (g) Lear and IAC shall use their reasonable best efforts to cause the Accounting Firm to submit its written statement of its adjudication of the disputes between Lear and IAC within 10 days after submission of the matter to the Accounting Firm. The determination of the Accounting Firm shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. In acting hereunder, the Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (h) If the finally determined Closing Net Working Capital is more than the Estimated Net Working Capital (such excess hereinafter referred to as the "Increased Net Working Capital"), IAC shall cause the applicable Buyer(s) to make a payment to the applicable Seller(s), within five Business Days of the date of the final determination of the Closing Net Working Capital as follows: (i) if each of the finally determined Closing Net Working Capital and the Estimated Net Working Capital are greater than the Upper Collar, an amount equal to the Increased Net Working Capital; or (ii) if the finally determined Closing Net Working Capital is greater than the Upper Collar, but the Estimated Net Working Capital is between the Upper Collar and the Lower Collar, an amount equal to (A) the finally determined Closing Net Working Capital minus (B) the Upper Collar; or (iii) if the finally determined Closing Net Working Capital is greater than the Upper Collar, but the Estimated Net Working Capital is lesser than the Lower Collar, an amount equal to (A) the finally determined Closing Net Working Capital minus (B) $2,000,000 minus (C) the Estimated Net Working Capital; or (iv) if the finally determined Closing Net Working Capital and the Estimated Net Working Capital each is between the Upper Collar and the Lower Collar, an amount equal to zero; or (v) if the finally determined Closing Net Working Capital is between the Upper Collar and the Lower Collar, but the Estimated Net Working Capital is below the Lower Collar, an amount equal to (A) the Lower Collar minus (B) the Estimated Net Working Capital; or (vi) if the finally determined Closing Net Working Capital is less than the Lower Collar, an amount equal to the Increased Net Working Capital. (i) In the event the finally determined Closing Net Working Capital is less than the Estimated Net Working Capital (such deficiency hereinafter referred to as the "Decreased Net Working Capital"), Lear shall cause the applicable Seller(s) make a payment to the applicable Buyer(s), within five Business Days of the date of the final determination of the Closing Net Working Capital as follows: (i) if each of the finally determined Closing Net Working Capital and the Estimated Net Working Capital are greater than the Upper Collar, an amount equal to the Decreased Net Working Capital; or (ii) if the Estimated Net Working Capital is greater than the Upper Collar, but the finally determined Closing Net Working Capital is between the Upper Collar and the Lower Collar, an amount equal to (A) the Estimated Net Working Capital minus (B) the Upper Collar; or (iii) if the Estimated Net Working Capital is greater than the Upper Collar, but the finally determined Closing Net Working Capital is less than the Lower Collar, an amount equal to (A) the Estimated Net Working Capital minus (B) $2,000,000 minus (C) the amount of the finally determined Closing Net Working Capital; or (iv) if the Estimated Net Working Capital and the finally determined Closing Net Working Capital each is between the Upper Collar and the Lower Collar, an amount equal to zero; or (v) if the Estimated Net Working Capital is between the Upper Collar and the Lower Collar, but the finally determined Closing Net Working Capital is below the Lower Collar, an amount equal to (A) the Lower Collar minus (B) the finally determined Closing Net Working Capital; or (vi) if the Estimated Net Working Capital is less than the Lower Collar, an amount equal to the Decreased Net Working Capital. (j) For the avoidance of doubt, the parties acknowledge and agree that Sections 4.3(h) and (i) shall be applied so that if the finally determined Closing Net Working Capital is different from the Estimated Net Working Capital, the appropriate parties will make a payment to the other parties as necessary to compensate each such party for the amount by which the finally determined Closing Net Working Capital exceeds the Upper Collar or is less than the Lower Collar, as the case may be, after taking into account any payment at Closing based on the Estimated Net Working Capital. (k) Any amounts paid pursuant to this Section 4.3 shall be allocated among the Purchased Assets, the Contributed IP and the Sale Shares on the basis set forth on Schedule 4.2, unless otherwise agreed.

Closing Net Working Capital. (a) No less Not later than three Business Days prior to the New York Closing, Lear Assignors shall deliver in writing to IAC a written statement setting forth in detail ▇▇▇▇'▇ NB Group, Assignors’ good faith estimate of the New York Closing Net Working Capital (the "“Estimated New York Closing Net Working Capital"”). At the New York Closing, which estimate shall be subject to the reasonable approval of IAC. (bi) If if the Estimated Net Working Capital is less than $18,000,000 (the "Lower Collar"), Lear shall cause the applicable Seller(s) to pay to the applicable Buyer(s) at Closing a sum equal to the amount by which the Estimated Net Working Capital is less than the Lower Collar. If the Estimated Net Working Capital is greater than $20,000,000 (the "Upper Collar"), IAC shall cause the applicable Buyer(s) to pay to the applicable Seller(s) at Closing a sum equal to the amount by which the Estimated Net Working Capital is greater than the Upper Collar. (c) Lear shall deliver to IAC, no later than 60 days after the Closing Date, ▇▇▇▇'▇ calculation of the New York Closing Net Working Capital exceeds the New York Regulatory Capital (provided that for the "Lear Calculation"purposes of this calculation, the New York Regulatory Capital shall in no event be deemed to exceed $10 million), (d) ▇▇▇▇'▇ , then Assignors shall be entitled to retain current New York Transferred Assets included in the calculation of the Estimated Net Working Capital and the New York Closing Net Working Capital having an aggregate value equal to such excess (the “New York Excess Amount”), provided that the New York Excess Amount shall be (Aallocated among cash and cash equivalents and other current assets in a manner such that the current New York Transferred Assets to be delivered to NB National Bank TC at the New York Closing by Assignors in respect of this Section 3.2(a) prepared in good faith and based upon reasonable assumptions, and (B) consistent with shall be comprised of the accounting practices type or types of assets set forth in Schedule 4.3the New York Application, which were used in the preparation of the Financial Statements. (e) If IAC disagrees with the Lear Calculation, IAC shall provide written notice (a "Dispute Notice") to Lear of its objection(s) to such calculation. If IAC does not provide a Dispute Notice within 30 days after ▇▇▇▇'▇ delivery of the Lear Calculation, the Closing Net Working Capital set forth therein shall be deemed the finally determined Closing Net Working Capital. If IAC delivers a Dispute Notice, Lear and IAC will use good faith efforts during the 30-day period after the delivery of such Dispute Notice (the "WC Resolution Period") to seek to resolve the differences set forth therein. If Lear and IAC cannot reach written agreement during the WC Resolution Period, their disagreements, limited to those issues still in dispute, will be submitted by the parties for determination by the Accounting Firm. (f) During the period beginning on the date hereof and ending upon the final determination of the Closing Net Working Capital (including the WC Resolution Period, if necessary), the parties will provide to each other such reasonable access to financial and other information of the Business and the Sale Companies as it may request in good faith to assess the Estimated Net Working Capital and the Closing Net Working Capital. (g) Lear and IAC shall use their reasonable best efforts to cause the Accounting Firm to submit its written statement of its adjudication of the disputes between Lear and IAC within 10 days after submission of the matter to the Accounting Firm. The determination of the Accounting Firm shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. In acting hereunder, the Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (h) If the finally determined Closing Net Working Capital is more than the Estimated Net Working Capital (such excess hereinafter referred to as the "Increased Net Working Capital"), IAC shall cause the applicable Buyer(s) to make a payment to the applicable Seller(s), within five Business Days of the date of the final determination of the Closing Net Working Capital as follows: (i) if each of the finally determined Closing Net Working Capital and the Estimated Net Working Capital are greater than the Upper Collar, an amount equal to the Increased Net Working Capital; or or (ii) if the finally determined Closing Net Working Capital is greater than the Upper Collar, but the Estimated Net Working Capital is between the Upper Collar and the Lower Collar, an amount equal to (A) the finally determined Closing Net Working Capital minus (B) the Upper Collar; or (iii) if the finally determined Closing Net Working Capital is greater than the Upper Collar, but the Estimated Net Working Capital is lesser than the Lower Collar, an amount equal to (A) the finally determined Closing Net Working Capital minus (B) $2,000,000 minus (C) the Estimated Net Working Capital; or (iv) if the finally determined Closing Net Working Capital and the Estimated Net Working Capital each is between the Upper Collar and the Lower Collar, an amount equal to zero; or (v) if the finally determined Closing Net Working Capital is between the Upper Collar and the Lower Collar, but the Estimated Net Working Capital is below the Lower Collar, an amount equal to (A) the Lower Collar minus (B) the Estimated Net Working Capital; or (vi) if the finally determined New York Closing Net Working Capital is less than the Lower CollarNew York Regulatory Capital (provided that for the purposes of this calculation, the New York Regulatory Capital shall in no event be deemed to exceed $10 million), then Assignors shall deliver an amount of cash equal to such deficiency to NB Group at the Increased Closing. For the avoidance of doubt, any current New York Transferred Assets retained by Assignors as a result of the application of clause (i) above shall constitute Excluded Assets. (b) Not later than three Business Days prior to Delaware Closing, Assignors shall deliver in writing to NB Group, Assignors’ good faith estimate of the Delaware Closing Net Working Capital (the “Estimated Delaware Closing Net Working Capital. ”). At the Delaware Closing, (i) In if the Estimated Delaware Closing Net Working Capital exceeds the Delaware Regulatory Capital (provided that for the purposes of this calculation, the Delaware Regulatory Capital shall in no event be deemed to exceed the finally determined Delaware Maximum Regulatory Amount), then Assignors shall be entitled to retain current Delaware Transferred Assets included in the calculation of Estimated Delaware Closing Net Working Capital having an aggregate value equal to such excess (the “Delaware Excess Amount”), provided that the Delaware Excess Amount shall be allocated among cash and cash equivalents and other current assets in a manner such that the current Delaware Transferred Assets to be delivered to NB Delaware TC by Assignors at the Delaware Closing in respect of this Section 3.2(b) shall be comprised of the type or types of assets set forth in the Delaware Application, or (ii) if the Estimated Delaware Closing Net Working Capital is less than the Estimated Net Working Delaware Regulatory Capital (provided that for the purposes of this calculation, the Delaware Regulatory Capital shall in no event be deemed to exceed the Delaware Maximum Regulatory Amount), then Assignors shall deliver an amount of cash equal to such deficiency hereinafter referred to as NB Group at the "Decreased Net Working Capital"), Lear shall cause the applicable Seller(s) make a payment to the applicable Buyer(s), within five Business Days of the date of the final determination of the Closing Net Working Capital as follows: (i) if each of the finally determined Closing Net Working Capital and the Estimated Net Working Capital are greater than the Upper Collar, an amount equal to the Decreased Net Working Capital; or (ii) if the Estimated Net Working Capital is greater than the Upper Collar, but the finally determined Closing Net Working Capital is between the Upper Collar and the Lower Collar, an amount equal to (A) the Estimated Net Working Capital minus (B) the Upper Collar; or (iii) if the Estimated Net Working Capital is greater than the Upper Collar, but the finally determined Closing Net Working Capital is less than the Lower Collar, an amount equal to (A) the Estimated Net Working Capital minus (B) $2,000,000 minus (C) the amount of the finally determined Closing Net Working Capital; or (iv) if the Estimated Net Working Capital and the finally determined Closing Net Working Capital each is between the Upper Collar and the Lower Collar, an amount equal to zero; or (v) if the Estimated Net Working Capital is between the Upper Collar and the Lower Collar, but the finally determined Closing Net Working Capital is below the Lower Collar, an amount equal to (A) the Lower Collar minus (B) the finally determined Closing Net Working Capital; or (vi) if the Estimated Net Working Capital is less than the Lower Collar, an amount equal to the Decreased Net Working Capital. (j) Closing. For the avoidance of doubt, any current Delaware Transferred Assets retained by Assignors as a result of the parties acknowledge and agree that Sections 4.3(h) and application of clause (i) above shall be applied so that if the finally determined Closing Net Working Capital is different from the Estimated Net Working Capital, the appropriate parties will make a payment to the other parties as necessary to compensate each such party for the amount by which the finally determined Closing Net Working Capital exceeds the Upper Collar or is less than the Lower Collar, as the case may be, after taking into account any payment at Closing based on the Estimated Net Working Capitalconstitute Excluded Assets. (k) Any amounts paid pursuant to this Section 4.3 shall be allocated among the Purchased Assets, the Contributed IP and the Sale Shares on the basis set forth on Schedule 4.2, unless otherwise agreed.

Closing Net Working Capital. (ai) No less than three Business Days prior to the At Closing, Lear Seller shall deliver to IAC a written statement setting forth Purchaser an estimated detailed unaudited balance sheet as of the Closing Date prepared in detail ▇▇▇▇'▇ accordance with GAAP in good faith and consistent with past practices for the Company (the “Preliminary Closing Balance Sheet”), 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 (“Closing Net Working Capital”), which must be reasonably acceptable to Purchaser. If the Closing Net Working Capital of the Company on the Preliminary Closing Balance Sheet is a negative amount (the "Estimated Net “Preliminary Working Capital"Capital Shortfall”), which estimate the Closing Cash Consideration shall be subject to the reasonable approval of IAC. (b) If the Estimated Net Working Capital is less than $18,000,000 (the "Lower Collar"), Lear shall cause the applicable Seller(s) to pay to the applicable Buyer(s) at Closing reduced on a sum dollar-for-dollar basis equal to the amount by which the Estimated Net of such Preliminary Working Capital is less than the Lower CollarShortfall. If the Estimated Net Working Capital is greater than $20,000,000 (the "Upper Collar"), IAC shall cause the applicable Buyer(s) to pay to the applicable Seller(s) at Closing a sum equal to the amount by which the Estimated Net Working Capital is greater than the Upper Collar. (c) Lear shall deliver to IAC, no later than 60 days after the Closing Date, ▇▇▇▇'▇ calculation of the Closing Net Working Capital of the Company on the Preliminary Closing Balance Sheet is a positive amount (the "Lear Calculation"“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. (dii) As soon as reasonably practicable, with a target date of fifteen (15) calendar days following the Closing Date, but not later than thirty (30) calendar days following the Closing Date, Purchaser shall cause the Company to prepare and deliver to Seller an updated detailed balance sheet as of the Closing Date prepared in accordance with GAAP in good faith and consistently with past practices for the Company (the “Updated Closing Balance Sheet”), which Updated Closing Balance Sheet shall ▇▇▇▇'▇ calculation ▇▇▇▇▇▇▇, Singular Payments, LLC, and Payment Data Systems, Inc. contain, among other things, a determination of the Estimated actual final Closing Net Working Capital of the Company. Purchaser and its representatives shall have the right to all financial records of the Company to prepare the Updated Closing Balance Sheet. (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 Seller 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 any descriptions of the methodology, 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, and setting forth a reasonably detailed explanation of the objections and the dollar amount related to each such objection (the “Closing Balance 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”). (iv) If Seller objects to line items set forth on the Updated Closing Balance Sheet, Seller and Purchaser shall attempt to resolve any such objections within thirty (30) calendar days 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 such remaining disputed matters. Any such resolution by the Arbitrator shall be conclusive and binding on the Parties, and the fees of the Arbitrator shall be borne as the Arbitrator shall determine after considering the positions asserted by Seller and Purchaser in light of its final decision. The Parties shall fully cooperate with the Arbitrator. The Parties shall instruct the Arbitrator to resolve objections, using the procedures and methodologies set forth in this Agreement including GAAP. The Arbitrator shall also be instructed to reach its conclusion regarding the disputed matter within thirty (30) calendar days of its appointment to settle the dispute and to declare a Final Closing Balance Sheet. Notwithstanding anything in this Agreement to the 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. (vi) If the Closing Net Working Capital of the Company on the Final Closing Balance Sheet is a negative amount (the “Final Working Capital Shortfall”), the Purchase Price shall be reduced on a dollar-for-dollar basis equal to the amount of such Final Working Capital Shortfall (Asubject to any adjustment made at the Closing pursuant to Section 2.4(b)(i) prepared above) by payment by Seller to Purchaser in good faith and based upon reasonable assumptions, and (B) consistent with the accounting practices set forth in Schedule 4.3, which were used in the preparation immediately available funds delivered to an account as specified by Purchaser within five Membership Interest Purchase Agreement Page 7 of the Financial Statements. (e) If IAC disagrees with the Lear Calculation, IAC shall provide written notice (a "Dispute Notice") to Lear of its objection(s) to such calculation. If IAC does not provide a Dispute Notice within 30 days after 71 ▇▇▇▇'▇ delivery of the Lear Calculation▇▇▇▇▇▇▇, the Closing Net Working Capital set forth therein shall be deemed the finally determined Closing Net Working Capital. If IAC delivers a Dispute NoticeSingular Payments, Lear LLC, and IAC will use good faith efforts during the 30-day period after the delivery of such Dispute Notice (the "WC Resolution Period") to seek to resolve the differences set forth therein. If Lear and IAC cannot reach written agreement during the WC Resolution PeriodPayment Data Systems, their disagreements, limited to those issues still in dispute, will be submitted by the parties for determination by the Accounting Firm. (f) During the period beginning on the date hereof and ending upon the final determination of the Closing Net Working Capital (including the WC Resolution Period, if necessary), the parties will provide to each other such reasonable access to financial and other information of the Business and the Sale Companies as it may request in good faith to assess the Estimated Net Working Capital and the Closing Net Working Capital. (g) Lear and IAC shall use their reasonable best efforts to cause the Accounting Firm to submit its written statement of its adjudication of the disputes between Lear and IAC within 10 days after submission of the matter to the Accounting Firm. The determination of the Accounting Firm shall constitute an arbitral award that is final, binding and unappealable and upon which a judgment may be entered by any court having jurisdiction thereof. In acting hereunder, the Accounting Firm shall be entitled to the privileges and immunities of arbitrators. (h) If the finally determined Closing Net Working Capital is more than the Estimated Net Working Capital (such excess hereinafter referred to as the "Increased Net Working Capital"), IAC shall cause the applicable Buyer(s) to make a payment to the applicable Seller(s), within five Business Days of the date of the final determination of the Closing Net Working Capital as follows: (i) if each of the finally determined Closing Net Working Capital and the Estimated Net Working Capital are greater than the Upper Collar, an amount equal to the Increased Net Working Capital; or (ii) if the finally determined Closing Net Working Capital is greater than the Upper Collar, but the Estimated Net Working Capital is between the Upper Collar and the Lower Collar, an amount equal to (A) the finally determined Closing Net Working Capital minus (B) the Upper Collar; or (iii) if the finally determined Closing Net Working Capital is greater than the Upper Collar, but the Estimated Net Working Capital is lesser than the Lower Collar, an amount equal to (A) the finally determined Closing Net Working Capital minus (B) $2,000,000 minus (C) the Estimated Net Working Capital; or (iv) if the finally determined Closing Net Working Capital and the Estimated Net Working Capital each is between the Upper Collar and the Lower Collar, an amount equal to zero; or (v) if the finally determined Closing Net Working Capital is between the Upper Collar and the Lower Collar, but the Estimated Net Working Capital is below the Lower Collar, an amount equal to (A) the Lower Collar minus (B) the Estimated Net Working Capital; or (vi) if the finally determined Closing Net Working Capital is less than the Lower Collar, an amount equal to the Increased Net Working Capital. (i) In the event the finally determined Closing Net Working Capital is less than the Estimated Net Working Capital (such deficiency hereinafter referred to as the "Decreased Net Working Capital"), Lear shall cause the applicable Seller(s) make a payment to the applicable Buyer(s), within five Business Days of the date of the final determination of the Closing Net Working Capital as follows: (i) if each of the finally determined Closing Net Working Capital and the Estimated Net Working Capital are greater than the Upper Collar, an amount equal to the Decreased Net Working Capital; or (ii) if the Estimated Net Working Capital is greater than the Upper Collar, but the finally determined Closing Net Working Capital is between the Upper Collar and the Lower Collar, an amount equal to (A) the Estimated Net Working Capital minus (B) the Upper Collar; or (iii) if the Estimated Net Working Capital is greater than the Upper Collar, but the finally determined Closing Net Working Capital is less than the Lower Collar, an amount equal to (A) the Estimated Net Working Capital minus (B) $2,000,000 minus (C) the amount of the finally determined Closing Net Working Capital; or (iv) if the Estimated Net Working Capital and the finally determined Closing Net Working Capital each is between the Upper Collar and the Lower Collar, an amount equal to zero; or (v) if the Estimated Net Working Capital is between the Upper Collar and the Lower Collar, but the finally determined Closing Net Working Capital is below the Lower Collar, an amount equal to (A) the Lower Collar minus (B) the finally determined Closing Net Working Capital; or (vi) if the Estimated Net Working Capital is less than the Lower Collar, an amount equal to the Decreased Net Working Capital. (j) For the avoidance of doubt, the parties acknowledge and agree that Sections 4.3(h) and (i) shall be applied so that if the finally determined Closing Net Working Capital is different from the Estimated Net Working Capital, the appropriate parties will make a payment to the other parties as necessary to compensate each such party for the amount by which the finally determined Closing Net Working Capital exceeds the Upper Collar or is less than the Lower Collar, as the case may be, after taking into account any payment at Closing based on the Estimated Net Working Capital. (k) Any amounts paid pursuant to this Section 4.3 shall be allocated among the Purchased Assets, the Contributed IP and the Sale Shares on the basis set forth on Schedule 4.2, unless otherwise agreed.Inc.