Common use of Working Capital Statement Clause in Contracts

Working Capital Statement. (i) Not later than three Business days prior to the Closing Date, the Seller Representative shall deliver to Buyer a good faith estimate of the Working Capital for each of Intasco and Intasco USA as of a point in time immediately prior to the Closing, prepared in accordance with Schedule 2.4(a), together with related supporting schedules, calculations and documentation and a calculation of any resulting Working Capital Underage or Working Capital Overage (the “Estimated Working Capital”). If the Estimated Working Capital is less than the Target Working Capital, the Cash Purchase Price paid at Closing shall be reduced by the amount of such shortfall (the “Working Capital Underage”), subject to further adjustment as provided in this Section 2.4. If the Estimated Working Capital is greater than the Target Working Capital, the Cash Purchase Price paid at Closing shall be increased by the amount of such excess (the “Working Capital Overage”), subject to further adjustment as provided in this Section 2.4. (ii) Within forty-five (45) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Seller Representative a statement (the “Working Capital Statement”) setting forth the calculation of the Working Capital for each of Intasco and Intasco USA as of the point in time immediately prior to the Closing as of which the Seller Representative calculated Estimated Working Capital (“Closing Working Capital”). The Working Capital Statement shall be prepared in accordance with Schedule 2.4(a).

Working Capital Statement. (i) Not later than three Business days prior Prior to the Closing Date, the Seller Representative shall deliver to Buyer a good faith estimate of the Working Capital for each of Intasco and Intasco USA as of a point in time immediately prior to the Closing, prepared in accordance with Schedule 2.4(a)the Company’s historical practices, together with related supporting schedules, calculations and documentation and a calculation of any resulting Working Capital Underage or Working Capital Overage (the “Estimated Working Capital”). If the Estimated Working Capital is less than the Target Working Capital, the Cash Purchase Price paid at Closing shall be reduced by the amount of such shortfall (the “Working Capital Underage”), subject to further adjustment as provided in this Section 2.42.3. If the Estimated Working Capital is greater than the Target Working Capital, the Cash Purchase Price paid at Closing shall be increased by the amount of such excess (the “Working Capital Overage”), subject to further adjustment as provided in this Section 2.42.3. (ii) Within forty-five (45) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Seller Representative a statement (the “Working Capital Statement”) setting forth the calculation of the Working Capital for each of Intasco and Intasco USA as of the point in time immediately prior to the Closing as of which the Seller Representative calculated Estimated Working Capital (“Closing Working Capital”). The Working Capital Statement shall be prepared in accordance with Schedule 2.4(a)the Company’s historical practices.

Working Capital Statement. (i) Not later than three Business days prior Prior to the Closing Date, the Seller Representative shall deliver to Buyer a good faith estimate of the Working Capital for each of Intasco and Intasco USA as of a point in time immediately prior to the Closing, prepared in accordance with Agreed Accounting Principles and in a manner consistent with the determination and calculation on Schedule 2.4(a)2.3(a) of Target Working Capital, together with related supporting schedules, calculations and documentation and a calculation of any resulting Working Capital Underage or Working Capital Overage (the “Estimated Working Capital”). If the Estimated Working Capital is less than the Target Working Capital, the Cash Purchase Price paid at Closing shall be reduced by the amount of such shortfall (the “Working Capital Underage”), subject to further adjustment as provided in this Section 2.42.3. If the Estimated Working Capital is greater than the Target Working Capital, the Cash Purchase Price paid at Closing shall be increased by the amount of such excess (the “Working Capital Overage”), subject to further adjustment as provided in this Section 2.42.3. (ii) Within forty-five (45) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Seller Representative a statement (the “Working Capital Statement”) setting forth the calculation of the Working Capital for each of Intasco and Intasco USA as of the point in time immediately prior to the Closing as of which the Seller Representative calculated Estimated Working Capital (“Closing Working Capital”). The Working Capital Statement shall be prepared in accordance with Schedule 2.4(a)Agreed Accounting Principles.