Common use of Final Closing Working Capital Clause in Contracts

Final Closing Working Capital. The final Closing Net Working Capital as finally determined pursuant to Section 2.6(c), if there is no dispute, or Section 2.6(d) and (e), if there is a dispute, is referred to as the “Final Closing Net Working Capital.” For purposes of the adjustments contemplated under this Section 2.6(f), Final Closing Net Working Capital under this Agreement and “Final Closing Net Working Capital” under and as defined in the Mayco Purchase Agreement shall be combined or netted, as appropriate, and such combined or netted amount is referred to as the “Aggregate Final Closing Net Working Capital.” (i) If the Aggregate Final Closing Net Working Capital is less than the Aggregate Estimated Closing Net Working Capital (such an amount, the “Aggregate Final Closing Net Working Capital Deficiency Amount”), then Seller shall within five (5) days of the determination of the Final Closing Net Working Capital pay to Purchaser the Aggregate Final Closing Net Working Capital Deficiency Amount less the Aggregate Estimated Closing Net Working Capital Deficiency Amount previously deducted from the combined Cash Consideration paid by Purchaser at the Closing and “Cash Consideration” paid by Purchaser’s Affiliate as the “Closing” under and as such terms are defined in the Mayco Purchase Agreement. (ii) If the Aggregate Final Closing Net Working Capital is greater than the Aggregate Estimated Closing Net Working Capital (such an amount, the “Aggregate Final Closing Net Working Capital Excess Amount”), then Purchaser shall within five (5) days of the determination of the Aggregate Final Closing Net Working Capital pay to Seller the Aggregate Final Closing Net Working Capital Excess Amount less the Aggregate Estimated Closing Net Working Capital Excess Amount previously deducted from the Cash Consideration paid by Purchaser at the Closing and “Cash Consideration” paid by Purchaser’s Affiliate as the “Closing” under and as such terms are defined in the Mayco Purchase Agreement. (iii) Notwithstanding the methodology for determining adjustments set forth in this Section 2.6(f), for accounting and tax purposes the Final Closing Net Working Capital under this Agreement shall be allocated to the Purchase Price under this Agreement and the “Final Closing Net Working Capital” under and as defined in the Mayco Purchase Agreement shall be allocated to the “Purchase Price” under and as those terms are defined in the Mayco Purchase Agreement.

Final Closing Working Capital. The final Closing Net Working Capital as finally determined pursuant to Section 2.6(c), if there is no dispute, or Section 2.6(d) and (e), if there is a dispute, is referred to as the “Final Closing Net Working Capital.” For purposes of the adjustments contemplated under this Section 2.6(f), Final Closing Net Working Capital under this Agreement and “Final Closing Net Working Capital” under and as defined in the Mayco Santa ▇▇▇▇ Purchase Agreement shall be combined or netted, as appropriate, and such combined or netted amount is referred to as the “Aggregate Final Closing Net Working Capital.” (i) If the Aggregate Final Closing Net Working Capital is less than the Aggregate Estimated Closing Net Working Capital (such an amount, the “Aggregate Final Closing Net Working Capital Deficiency Amount”), then Seller shall within five (5) days of the determination of the Final Closing Net Working Capital pay to Purchaser the Aggregate Final Closing Net Working Capital Deficiency Amount less the Aggregate Estimated Closing Net Working Capital Deficiency Amount previously deducted from the combined Cash Consideration paid by Purchaser at the Closing and “Cash Consideration” paid by Purchaser’s Affiliate as the “Closing” under and as such terms are defined in the Mayco Santa ▇▇▇▇ Purchase Agreement. (ii) If the Aggregate Final Closing Net Working Capital is greater than the Aggregate Estimated Closing Net Working Capital (such an amount, the “Aggregate Final Closing Net Working Capital Excess Amount”), then Purchaser shall within five (5) days of the determination of the Aggregate Final Closing Net Working Capital pay to Seller the Aggregate Final Closing Net Working Capital Excess Amount less the Aggregate Estimated Closing Net Working Capital Excess Amount previously deducted from the Cash Consideration paid by Purchaser at the Closing and “Cash Consideration” paid by Purchaser’s Affiliate as the “Closing” under and as such terms are defined in the Mayco Santa ▇▇▇▇ Purchase Agreement. (iii) Notwithstanding the methodology for determining adjustments set forth in this Section 2.6(f), for accounting and tax purposes the Final Closing Net Working Capital under this Agreement shall be allocated to the Purchase Price under this Agreement and the “Final Closing Net Working Capital” under and as defined in the Mayco Santa ▇▇▇▇ Purchase Agreement shall be allocated to the “Purchase Price” under and as those terms are defined in the Mayco Santa ▇▇▇▇ Purchase Agreement.