Common use of Estimated Net Working Capital Clause in Contracts

Estimated Net Working Capital. Three days prior to the Closing Date, Seller shall prepare and deliver to Purchaser an estimated balance sheet (the “Estimated Closing Date Balance Sheet”) for the Company as of the close of business on the Closing Date, upon which Seller shall include Seller’s calculation of the estimated Net Working Capital. Seller shall prepare the Estimated Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; provided, however, that assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year- end (which normally are determined through the application of so-called interim accounting conventions or procedures) shall be determined, for purposes of the Estimated Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent reviewed balance sheet included within the Financial Statements. If Purchaser approves the Estimated Closing Date Balance Sheet in writing, then Seller’s calculation of the estimated Net Working Capital shall be deemed the “Estimated Net Working Capital.” If Purchaser and Seller agree in writing upon a different estimated Net Working Capital, such agreed upon amount shall be “Estimated Net Working Capital.” Purchaser’s consent to the Estimated Closing Date Balance Sheet or agreement upon Estimated Net Working Capital shall not have any precedential value with respect to the Net Working Capital to be determined pursuant to Section 2.4. All calculations relating to the Estimated, Draft or actual Closing Date Balance Sheet under this Agreement shall be made on a pro forma basis without giving effect to the consummation of the transactions contemplated by this Agreement.

Estimated Net Working Capital. Three days prior to the Closing Date, Seller shall prepare (i) The Sellers’ Representative has prepared and deliver delivered to Purchaser an estimated a consolidated balance sheet of the Companies as of June 30, 2013 prepared in accordance with GAAP (the “Estimated Closing Date Balance Sheet”) for ), a copy of which is attached hereto as Exhibit A and which contains the Company Sellers’ good faith best estimate of the Net Working Capital as of June 30, 2013 (the close of business on the Closing Date, upon which Seller shall include Seller’s calculation of the estimated “Estimated Net Working Capital”). Seller shall prepare To the extent that the Estimated Net Working Capital is less than US $1,398,250 (one million three hundred ninety-eight thousand two hundred fifty U.S. dollars) (the “Minimum Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with Net Working Capital”), the preparation Purchase Price (and the Closing Payment pursuant to Section 2) will be decreased dollar-for-dollar by the amount of such shortfall. To the extent that the Estimated Net Working Capital is greater than the Minimum Closing Net Working Capital, the Purchase Price (and the Closing Payment required to be made pursuant to Section 2 at the Closing) will be increased dollar-for-dollar by the amount of such excess. (ii) For purposes of this Agreement, the term “Net Working Capital” means the aggregate amount of all of the Financial StatementsCompanies’ current assets minus the aggregate amount of all of the Companies’ current liabilities, in each case, as of June 30, 2013; provided, however, that assetsthe parties agree that for the purposes of determining Net Working Capital, (A) the Companies’ current liabilities shall not include (x) any Indebtedness of the Companies, which shall be paid off in full as of June 30, 2013, (y) any current deferred Tax liabilities, gains, losses, revenuesor (z) any Liabilities of the Companies which Sellers are obligated to pay pursuant to Section 12, and expenses in interim periods or as of dates other than year- end (which normally are determined through B) the application of so-called interim accounting conventions or procedures) Companies’ current assets shall be determined, for purposes of the Estimated Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent reviewed balance sheet included within the Financial Statementsnot include any current deferred Tax assets. If Purchaser approves the Estimated Closing Date Balance Sheet in writing, then Seller’s calculation of the estimated The Net Working Capital shall be deemed the determined in accordance with United States generally accepted accounting principles (“Estimated Net Working CapitalGAAP”), consistently applied.” If Purchaser and Seller agree in writing upon a different estimated Net Working Capital, such agreed upon amount shall be “Estimated Net Working Capital.” Purchaser’s consent to the Estimated Closing Date Balance Sheet or agreement upon Estimated Net Working Capital shall not have any precedential value with respect to the Net Working Capital to be determined pursuant to Section 2.4. All calculations relating to the Estimated, Draft or actual Closing Date Balance Sheet under this Agreement shall be made on a pro forma basis without giving effect to the consummation of the transactions contemplated by this Agreement.

Estimated Net Working Capital. Three days No later than three Business Days prior to the Closing Date, Seller the Company shall prepare and deliver to Purchaser an estimated balance sheet the Buyer a good faith estimate of the Net Working Capital as of the Closing Date, together with all calculations related thereto (the “Estimated Net Working Capital”). “Net Working Capital” shall mean (i) the total current assets of the Business, including the Recourse Financing Receivables but excluding (A) Cash, (B) all assets related or attributable to Taxes, except any value added Tax or other comparable indirect Tax actually paid by the Sold Companies on or prior to the Closing Date Balance Sheet”) for which the Company as of Sold Companies will be entitled to input credit or other offset against Tax that otherwise would be required to be paid by the close of business on Sold Companies subsequent to the Closing Date, upon which Seller shall include Seller’s calculation (C) prepaid insurance maintained on the books of the estimated Net Working Capital. Seller shall prepare Company and (D) Excluded Assets, less (ii) the Estimated current liabilities of the Business, including all accrued vacation Liabilities with respect to employees of the Business but excluding (A) all liabilities related or attributable to Taxes other than payroll taxes attributable to the Sold Companies, (B) unclaimed property reserve, (C) accrued salaries and wages, bonus accrual and incentive accrual with respect to the Business’ U.S. employees and employees of Harsco GmbH (it being understood that such items are Excluded Liabilities pursuant to Section 2.4(b)(iii)), (D) insurance liabilities maintained on the books of the Company (it being understood that such items are Excluded Liabilities), (E) long-term disability accrual (it being understood that the corresponding liability is an Excluded Liability), and (F) Excluded Liabilities, in each case, as of 11:59 p.m. (Eastern Time) on the Closing Date Balance Sheet and giving effect to the transactions described in Section 5.16, determined (i) in accordance with GAAP the Special Purpose Accounting Principles applied on a basis consistent with the preparation of the Audited Financial Statements; provided, however, that assets, liabilities, gains, losses, revenuesas modified by the accounting principles set forth on Schedule 2.7(a) (including with respect to inventories), and expenses in interim periods or as of dates other than year- end (which normally are determined through ii) consistent with the application of so-called interim accounting conventions or procedures) shall be determined, for purposes of the Estimated Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent reviewed balance sheet included within the Financial Statements. If Purchaser approves the Estimated Closing Date Balance Sheet in writing, then Seller’s calculation of the estimated Net Working Capital shall be deemed the “Estimated Net Working Capital.” If Purchaser and Seller agree in writing upon a different estimated Net Reference Working Capital, such agreed upon amount shall be which calculation is attached hereto as Schedule 1.2 (the “Estimated Net Working CapitalAgreed Principles”).” Purchaser’s consent to the Estimated Closing Date Balance Sheet or agreement upon Estimated Net Working Capital shall not have any precedential value with respect to the Net Working Capital to be determined pursuant to Section 2.4. All calculations relating to the Estimated, Draft or actual Closing Date Balance Sheet under this Agreement shall be made on a pro forma basis without giving effect to the consummation of the transactions contemplated by this Agreement.

Estimated Net Working Capital. Three Five days prior to the Closing Date, Seller shall prepare and deliver to Purchaser Buyer an estimated consolidated balance sheet (the “Estimated Closing Date Balance Sheet”) for the Company Business as of the close of business on the Closing Date, upon which Seller shall include Seller’s calculation of the estimated Net Working CapitalCapital (defined below). Seller shall prepare the Estimated Closing Date Balance Sheet in accordance with GAAP applied United States generally accepted accounting principles (“GAAP”) except as provided on a basis consistent with the preparation of the Financial Statements; provided, however, that assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year- end Schedule 1.5 (which normally are determined through the application of so-called interim accounting conventions or procedures) shall be determined, for purposes of the Estimated Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent reviewed balance sheet included within the Financial Statements“Modified GAAP”). If Purchaser Buyer approves the Estimated Closing Date Balance Sheet in writing, then Seller’s calculation of the estimated Net Working Capital shall be deemed the “Estimated Net Working Capital.” If Purchaser Buyer and Seller agree in writing upon a different estimated Net Working Capital, such agreed upon amount shall be “Estimated Net Working Capital.” PurchaserBuyer’s consent to the Estimated Closing Date Balance Sheet or agreement upon Estimated Net Working Capital shall not have any precedential value with respect to the Net Working Capital to be determined pursuant to Section 2.41.6. All calculations relating to the Estimated, Draft or actual Closing Date Balance Sheet under this Agreement shall be made on a pro forma basis without giving effect to the consummation of the transactions contemplated by this Agreement (i.e., Buyer’s financial status shall not be reflected in the Estimated, Draft or actual Closing Date Balance Sheet). For the purposes of this Agreement, “Net Working Capital” shall means Seller’s current assets minus current liabilities (not including any amounts owing to ▇▇▇▇▇▇ pursuant to that certain promissory note, dated January 1, 2010 (such note being, the “Note” and such amounts due and owing under the Note, the “Payoff Amount”)).

Estimated Net Working Capital. Three days prior to Five (5) Business Days before the Merger Closing Date, Seller shall the Company shall, in consultation and collaboration with the Purchaser, cause the Company to prepare and deliver to the Purchaser an estimated balance sheet Closing Date Balance Sheet prepared in accordance with and consistent with Exhibit B (the “Estimated Closing Date Balance Sheet”), together with (x) for a written statement setting forth the Company as of the close of business on the Closing Date, upon which Seller shall include Seller’s calculation of the estimated Net Working Capital. Seller shall prepare the Estimated Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with the preparation of the Financial Statements; provided, however, that assets, liabilities, gains, losses, revenues, and expenses in interim periods or as of dates other than year- end (which normally are determined through the application of so-called interim accounting conventions or procedures) shall be determined, for purposes of the Estimated Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent reviewed balance sheet included within the Financial Statements. If Purchaser approves the Estimated Closing Date Balance Sheet in writing, then Seller’s calculation of the estimated Net Working Capital shall be deemed as of 11:59 p.m. on the Business Day immediately prior to the Merger Closing Date (the “Estimated Net Working Capital.” If Purchaser ”), the Payoff Amount, the Transaction Expenses, as well as all related workpapers and Seller agree supporting calculations or other materials reasonably requested by the Purchaser, and (y) an updated Exhibit A solely to reflect changes to the distributions of proceeds at the Effective Time; provided, that, in writing upon a different estimated Net Working Capitalno event shall such distributions pursuant to Exhibit A exceed the Aggregate Purchase Price plus or minus, such agreed upon amount shall be “as the case may be, the Estimated Net Working Capital.” Purchaser’s consent to Capital Excess, the Net Working Capital Excess, the Estimated Net Working Capital Shortfall and the Net Working Capital Shortfall. In the event that the Estimated Net Working Capital as reflected on the Estimated Closing Date Balance Sheet or agreement upon as determined pursuant to this Section 3(i) is less than three million dollars ($3,000,000.00) (the “Estimated Net Working Capital Shortfall”), the aggregate Company Common Stock Consideration shall not have any precedential value with respect be reduced by an amount equal to the quotient of (A) the absolute value of such Estimated Net Working Capital to Shortfall and (B) $14.67, and such reduction shall be determined pursuant to Section 2.4allocated pro rata based on the percentage of shares of Company Common Stock held by each holder thereof. All calculations relating to In the Estimated, Draft or actual event that the Estimated Net Working Capital as reflected on the Estimated Closing Date Balance Sheet under as determined pursuant to this Agreement Section 3(i) is greater than three million dollars ($3,000,000.00) (the “Estimated Net Working Capital Excess”), the aggregate Company Common Stock Consideration shall be made increased by the quotient of (x) the absolute value of such Estimated Net Working Capital Excess and (y) $14.67, and such increase shall be allocated pro rata based on a pro forma basis without giving effect the percentage of shares of Company Common Stock held by each holder thereof. The amount determined pursuant to the consummation of foregoing is defined as the transactions contemplated by this Agreement“Common Stock Adjustment Amount.”

Estimated Net Working Capital. Three days prior to the Closing Date, Seller shall prepare (i) The Sellers’ Representative has prepared and deliver delivered to Purchaser an estimated a balance sheet of the Company as of June 30, 2013 prepared in accordance with GAAP (the “Estimated Closing Date Balance Sheet”) for ), a copy of which is attached hereto as Exhibit A and which contains the Company Sellers’ good faith best estimate of the Net Working Capital as of June 30, 2013 (the close of business on the Closing Date, upon which Seller shall include Seller’s calculation of the estimated “Estimated Net Working Capital”). Seller shall prepare To the extent that the Estimated Net Working Capital is less than US $500,000 (five hundred thousand U.S. dollars) (the “Minimum Closing Date Balance Sheet in accordance with GAAP applied on a basis consistent with Net Working Capital”), the preparation Purchase Price (and the Closing Payment pursuant to Section 2) will be decreased dollar-for-dollar by the amount of such shortfall. To the extent that the Estimated Net Working Capital is greater than the Minimum Closing Net Working Capital, the Purchase Price (and the Closing Payment required to be made pursuant to Section 2 at the Closing) will be increased dollar-for-dollar by the amount of such excess. (ii) For purposes of this Agreement, the term “Net Working Capital” means the amount of all of the Financial StatementsCompany’s current assets minus the amount of all of the Company’s current liabilities, in each case, as of June 30, 2013; provided, however, that assetsthe parties agree that for the purposes of determining Net Working Capital, (A) the Company’s current liabilities shall not include (x) any Indebtedness of the Company, which shall be paid off in full as of the Closing Date, (y) any current and deferred Tax liabilities, gains, losses, revenuesor (z) any Liabilities of the Company which Sellers are obligated to pay pursuant to Section 12, and expenses in interim periods or as of dates other than year- end (which normally are determined through B) the application of so-called interim accounting conventions or procedures) Company’s current assets shall be determined, for purposes of the Estimated Closing Date Balance Sheet, through full application of the procedures used in preparing the most recent reviewed balance sheet included within the Financial Statementsnot include any current deferred Tax assets. If Purchaser approves the Estimated Closing Date Balance Sheet in writing, then Seller’s calculation of the estimated The Net Working Capital shall be deemed the determined in accordance with United States generally accepted accounting principles (“Estimated Net Working CapitalGAAP”), consistently applied.” If Purchaser and Seller agree in writing upon a different estimated Net Working Capital, such agreed upon amount shall be “Estimated Net Working Capital.” Purchaser’s consent to the Estimated Closing Date Balance Sheet or agreement upon Estimated Net Working Capital shall not have any precedential value with respect to the Net Working Capital to be determined pursuant to Section 2.4. All calculations relating to the Estimated, Draft or actual Closing Date Balance Sheet under this Agreement shall be made on a pro forma basis without giving effect to the consummation of the transactions contemplated by this Agreement.