Extract to table

The NWC Calculation Schedule is the controlling document for purposes of the NWC determination and must be reviewed carefully in connection with the preparation of the Final Closing Statement

5(a) of the SPA, if the Buyer fails to deliver the proposed Final Closing Statement to the Sellers' Representative within the 90-day period, the Estimated Closing Statement delivered by the Sellers at closing shall be deemed to be the Final Closing Statement, and the Estimated Closing NWC of $12,175,000 shall be deemed to be the Final Closing NWC, final and binding on all parties, with no further adjustment

This must be treated as a hard, non-waivable deadline

The proposed Final Closing Statement must be delivered in writing to the Sellers' Representative in accordance with the notice provisions of Section 12

If the Sellers' Representative disagrees with any aspect of the proposed Final Closing Statement, the Sellers' Representative must deliver to Buyer, within the 30-day period, a written Notice of Disagreement (as defined in Section 2

Accounting Methodology and Consistency Requirements The proposed Final Closing Statement must be prepared in accordance with the following standards, as specified in the SPA and Schedule 1