Common use of Determination of Closing Working Capital Clause in Contracts

Determination of Closing Working Capital. (a) As soon as practicable following the Closing Date, but no later than 90 days following the Closing Date, the Vendor shall prepare, at the Vendor’s expense, and deliver to Cura- Can the balance sheet of the Corporation and a calculation of the Corporation’s Closing Working Capital as at the beginning of the Closing Date, based on the accrual method of accounting and prepared in accordance with GAAP (the “Closing Working Capital Statement”). (b) Upon receipt, Cura-Can will have 30 days to review the Closing Working Capital Statement (the “Review Period”). During the Review Period, the Vendor shall ensure that access is given, upon every reasonable request, to Cura-Can and its representatives, to the Books and Records (as defined herein) and all working papers of the Vendors and the Vendor’s accountants created in connection with the preparation of the Closing Working Capital Statement, to verify the accuracy, presentation and other matters relating to the preparation of the Closing Working Capital Statement. (c) Cura-Can and the Vendor shall each bear their own fees and expenses, including the fees and expenses of their respective auditors or accountants, as the case may be, in preparing or reviewing, as the case may be, the Closing Working Capital Statement. If a dispute regarding any of the aforesaid is submitted to the Independent Accountant under Section 2.5(b), the fees and expenses of the Parties and the Independent Accountant will be paid in accordance with Section 2.5(b).

Determination of Closing Working Capital. (a) As soon as practicable following the Closing Date, but no later than 90 days following the Closing Date, the Vendor shall prepare, at the Vendor’s expense, and deliver to Cura- Can the Purchaser the balance sheet of the Corporation and a calculation of the Corporation’s Closing Working Capital as at the beginning of the Closing Date, based on the accrual method of accounting and prepared in accordance with GAAP (the “Closing Working Capital Statement”). (b) Upon receipt, Cura-Can the Purchaser will have 30 days to review the Closing Working Capital Statement (the “Review Period”). During the Review Period, the Vendor shall ensure that access is given, upon every reasonable request, to Cura-Can the Purchaser and its representatives, to the Books and Records (as defined herein) and all working papers of the Vendors and the Vendor’s accountants created in connection with the preparation of the Closing Working Capital Statement, to verify the accuracy, presentation and other matters relating to the preparation of the Closing Working Capital Statement. (c) Cura-Can The Purchaser and the Vendor shall each bear their own fees and expenses, including the fees and expenses of their respective auditors or accountants, as the case may be, in preparing or reviewing, as the case may be, the Closing Working Capital Statement. If a dispute regarding any of the aforesaid is submitted to the Independent Accountant under Section 2.5(b2.4(b), the fees and expenses of the Parties and the Independent Accountant will be paid in accordance with Section 2.5(b2.4(b).