SELLER EXCEEDS THE AMOUNT QUANTIFIED BY
SELLER RELATING TO EACH SUCH OBJECTION.
WITHIN FIVE (5) DAYS AFTER COMPLETION,
THE INDEPENDENT ACCOUNTANT SHALL DELIVER THE CLOSING BALANCE SHEET AND THE
ADJUSTMENT STATEMENT (AS SO CHANGED OR REVISED, IF APPLICABLE) TO PURCHASER AND
SELLER.
THE CLOSING BALANCE SHEET AND THE ADJUSTMENT STATEMENT AS FINALIZED BY
THE INDEPENDENT ACCOUNTANT SHALL BE DEEMED FINAL AND CONCLUSIVE WITH RESPECT TO
THE DETERMINATION OF THE ADJUSTED WORKING CAPITAL, LCP DEFERRED REVENUE, THE NET
LCP DEFERRED REVENUE AND FUNDED DEBT AND SHALL BE BINDING ON ALL THE PARTIES
HERETO FOR SUCH PURPOSES (BUT SHALL NOT LIMIT THE REPRESENTATIONS, WARRANTIES,
COVENANTS OR AGREEMENTS OF SUCH PARTIES SET FORTH ELSEWHERE IN THIS AGREEMENT).
THE FEES AND EXPENSES OF THE INDEPENDENT ACCOUNTANT IN RESOLVING ALL SUCH
OBJECTIONS SHALL BE BORNE EQUALLY BY THE SELLER AND PURCHASER.
(2)
ADJUSTMENTS.
PURCHASER AND SELLER SHALL
MAKE THE FOLLOWING PAYMENTS, AS APPLICABLE, WITHIN FIVE (5) BUSINESS DAYS
FOLLOWING THE FINAL DETERMINATION OF THE CLOSING BALANCE SHEET, ADJUSTED WORKING
CAPITAL, THE LCP DEFERRED REVENUE, NET LCP DEFERRED REVENUE AND FUNDED DEBT IN
ACCORDANCE WITH SECTION 1.4(A)(II)(1):
A)
SELLER SHALL PAY TO PURCHASER AN AMOUNT
EQUAL TO THE WORKING CAPITAL DEFICIT, IF ANY, PLUS THE NET LCP DEFERRED REVENUE,
IF ANY, PLUS FUNDED DEBT, IF ANY.
4
B)
PURCHASER SHALL PAY TO SELLER AN AMOUNT
EQUAL TO THE WORKING CAPITAL SURPLUS, IF ANY.
C)
THE PAYMENTS SET FORTH IN THIS
SECTION 1.4(A)(II)(2) SHALL ONLY BE MADE AFTER GIVING EFFECT TO ANY ESTIMATED
WORKING CAPITAL ADJUSTMENT PURSUANT TO SECTION 1.4(A)(I) AND, IF PURCHASER AND
SELLER ARE BOTH REQUIRED TO MAKE PAYMENTS PURSUANT TO THIS
SECTION 1.4(A)(II)(2), THEN THE PARTIES SHALL ONLY BE REQUIRED TO PAY THE NET
AMOUNT, AFTER OFFSETTING THE PAYMENTS TO BE RECEIVED FROM THE OTHER PARTY
PURSUANT TO THIS SECTION 1.4(A)(II)(2).
IN ANY EVENT, IF NO WORKING CAPITAL
ADJUSTMENT PAYMENT IS DUE UNDER THIS SECTION 1.4(A)(II)(2) AND A PAYMENT WAS
MADE AT CLOSING PURSUANT TO THE ESTIMATED WORKING CAPITAL ADJUSTMENT SET FORTH
IN SECTION 1.4(A)(I), THEN THE FULL AMOUNT OF SUCH PAYMENT MADE AT CLOSING SHALL
BE REPAID TO THE PURCHASER OR SELLER, AS THE CASE MAY BE, BY THE OTHER PARTY.
FOR THE AVOIDANCE OF DOUBT AND BY WAY OF EXAMPLE, IF THE PURCHASE PRICE IS
REDUCED AT CLOSING AS A RESULT OF THE ESTIMATED WORKING CAPITAL ADJUSTMENT,
SELLER'S OBLIGATION TO PAY PURCHASER PURSUANT TO SECTION 1.4(A)(II)(2)A) SHALL
BE REDUCED TO THE EXTENT OF THE ESTIMATED WORKING CAPITAL ADJUSTMENT.
ANY
PAYMENTS TO BE MADE PURSUANT TO THIS SECTION 1.4(A)(II)(2) SHALL BE MADE BY WIRE
TRANSFER OF IMMEDIATELY AVAILABLE FUNDS AND, IN THE CASE OF A PAYMENT TO THE
SELLER, SHALL BE MADE TO SUCH ACCOUNT DESIGNATED BY SELLER PURSUANT TO
SECTION 1.2 AND, IN THE CASE OF A PAYMENT TO PURCHASER, SHALL BE MADE TO AN
ACCOUNT DESIGNATED IN WRITING BY PURCHASER.
(III)
DEFINITIONS.
FOR PURPOSES OF THIS SECTION 1.4(A), THE
TERMS SET FORTH BELOW HAVE THE FOLLOWING MEANING:
(1)
"ADJUSTED WORKING CAPITAL" MEANS THE VALUE
OF THE INCLUDED ASSETS, LESS THE