Common use of Determination of Final Net Working Capital Clause in Contracts

Determination of Final Net Working Capital. The amount of the Net Working Capital as of the Closing Date (the "Final Net Working Capital") shall be prepared by the Seller, as promptly as possible after the Closing upon a determination of the components of the Net Working Capital Liabilities, and deducting same from the Net Trade Accounts Receivable and Acquired Cash. Seller and/or Seller's accountants shall then review and certify their determination of the Final Net Working Capital, and deliver its calculations thereof with supporting data to Buyer within fifteen (15) days after the Closing Date. Buyer and/or the Buyer's accountants shall review the Seller's determination of Final Net Working Capital (including any corresponding work papers of Seller's accountants) and report to the Seller in writing within fifteen (15) days of receipt thereof of any discrepancy between the Seller's calculation of Final Net Working Capital and the Buyer's calculation of Final Net Working Capital. If Seller and/or Seller's accountants and Buyer and/or Buyer's accountants cannot resolve such discrepancy to their mutual satisfaction within thirty (30) days after Seller's accountants receipt of such reported discrepancy, another independent public accounting firm acceptable to the Seller and the Buyer shall be retained to review the work papers and make a determination of the Final Net Working Capital. Such firm's conclusions as to the carrying values to appear on the Closing Date Reports for purposes of determining the Final Net Working Capital of the Seller shall be conclusive. The Seller and the Buyer shall share equally in the expenses of retaining such accounting firm, unless the accounting firm determines that another allocation is more