SHALL BE INCLUDED IN
CALCULATING THE AMOUNTS PAYABLE BY PURCHASER TO VENDOR AT THE CLOSING TIME
PURSUANT TO SECTION 3.2(B)(I) OR SECTION 3.2(B)(II), AS APPLICABLE.
(B)
VENDOR, WITH THE ASSISTANCE OF THE CORPORATION AND THE
SUBSIDIARIES, SHALL PREPARE AND DELIVER TO PURCHASER, WITHIN 30 DAYS AFTER THE
CLOSING DATE, A STATEMENT SETTING FORTH VENDOR'S DETERMINATION OF THE NET
WORKING CAPITAL AMOUNT (THE "FINAL WORKING CAPITAL STATEMENT") BASED ON:
(I)
THE ACTUAL INFORMATION AVAILABLE FROM ACCOUNTING SYSTEMS OF
VENDOR AND THE RECORDS OF THE CORPORATION AND THE SUBSIDIARIES; AND
(II)
A CONVERSION OF THE NET WORKING CAPITAL AMOUNT FROM CANADIAN
CURRENCY TO US DOLLARS AS OF THE EFFECTIVE DATE OF THE FINAL WORKING CAPITAL
STATEMENT.
(C)
PURCHASER SHALL, WITHIN 30 DAYS AFTER VENDOR'S DELIVERY OF THE
FINAL WORKING CAPITAL STATEMENT, COMPLETE ITS REVIEW OF THE FINAL WORKING
CAPITAL STATEMENT.
IF PURCHASER DISPUTES VENDOR'S DETERMINATION OF ANY OF THE
NET WORKING CAPITAL AMOUNT AS SET FORTH IN THE FINAL WORKING CAPITAL STATEMENT,
PURCHASER WILL SO NOTIFY VENDOR, ON OR BEFORE THE LAST BUSINESS DAY OF THAT 30
DAY PERIOD, IN WRITING (THE "PURCHASER'S OBJECTION").
THAT NOTICE WILL SET
FORTH A SPECIFIC DESCRIPTION OF THE BASIS OF PURCHASER'S OBJECTION AND THE
ADJUSTMENTS TO THE FINAL WORKING CAPITAL STATEMENT THAT PURCHASER BELIEVES
SHOULD BE MADE.
IF PURCHASER DOES NOT DELIVER A PURCHASER'S OBJECTION WITHIN
THAT PERIOD, THE FINAL WORKING CAPITAL STATEMENT SHALL BE CONCLUSIVE AND BINDING
ON THE PARTIES.
(D)
VENDOR WILL HAVE 30 DAYS ("VENDOR'S REVIEW PERIOD") FROM ITS
RECEIPT OF PURCHASER'S OBJECTION TO REVIEW AND RESPOND TO IT, AND THE PARTIES
WILL THEREAFTER ATTEMPT IN GOOD FAITH TO REACH AN AGREEMENT WITH RESPECT TO ANY
MATTERS IN DISPUTE.
IF VENDOR AND PURCHASER ARE UNABLE TO RESOLVE THEIR
DISAGREEMENT WITHIN 15 DAYS FOLLOWING VENDOR'S REVIEW PERIOD, THEY WILL REFER
THAT DISAGREEMENT TO THE ACCOUNTING FIRM, WHO WILL, ACTING AS EXPERTS AND NOT AS
ARBITRATORS, DETERMINE, ONLY WITH RESPECT TO THE REMAINING DIFFERENCES SO
SUBMITTED, WHETHER AND TO WHAT EXTENT, IF ANY, ANY OF THE FINAL WORKING CAPITAL
STATEMENT REQUIRES ADJUSTMENT.
20
Vendor and Purchaser will direct the Accounting Firm to use its best efforts to
render its determination within 20 Business Days. The Accounting Firm's
determination will be conclusive and binding on Vendor and Purchaser.
In
resolving any disputed item, the Accounting Firm must not assign a value to that
item greater than the greatest value for that item claimed by either Vendor or
Purchaser or less than the smallest value for that item claimed by either Vendor
or Purchaser.
Vendor and Purchaser will each pay one half of the fees and
disbursements incurred by the Accounting Firm.
(E)
THE NET WORKING CAPITAL AMOUNT AS SET FORTH IN THE FINAL WORKING
CAPITAL STATEMENT, SHALL BE REVISED TO REFLECT ANY REVISIONS AGREED TO BY THE
PARTIES OR DETERMINED BY THE ACCOUNTING FIRM.
IF THE NET WORKING CAPITAL AMOUNT
(INCLUDING ANY REVISIONS REQUIRED TO BE MADE TO THE FINAL WORKING CAPITAL
STATEMENT) IS:
(i)
greater than the Preliminary Net Working Capital Amount then
Purchaser