Prior to the Closing, Seller and Purchaser shall have agreed on an estimate of the Net Working Capital as of the Effective Time on the Closing Date (the “Preliminary Net Working Capital”), which Preliminary Net Working Capital is set forth as [Schedule 2.2(a)] hereto and reflects each of the components to be included in the Net Working Capital calculation as agreed to by the Parties. The Parties hereby acknowledge and agree that the Closing Consideration has been decreased by an amount equal to the Preliminary Net Working Capital.
Prior toWithin 60 days following the Closing, Seller andClosing Date, Purchaser shall have agreed on an estimateprepare and deliver to Seller a statement setting forth in reasonable detail its calculation of the Net Working Capital as of the Effective Time on the Closing Date (the “Preliminary“Closing Net Working Capital”), which Preliminary. The Closing Net Working Capital isshall be prepared in accordance with the methodology set forth as [Schedule 2.2(a)] hereto and reflects each of the components to be included in the Net Working Capital calculation as agreed to by the Parties. The Parties hereby acknowledge and agree that the Closing Consideration has been decreased by an amount equal to the Preliminary Net Working Capital.Schedule
Prior to the Closing, Seller and Purchaser shall have agreed on an estimate of theThe Closing Net Working Capital as of the Effective Time on the Closing Date (the “Preliminary Net Working Capital”), which Preliminary Net Working Capital is set forth as [Schedule 2.2(a)] hereto and reflects each of the components to be included in the Net Working Capital calculation(either as agreed to by Seller and Purchaser, as deemed final pursuant to either [[Section 2.2(b) or (c)])]])] above or as adjusted pursuant to [Section 2.2(d)] above) shall be final and binding on the Parties. The Parties hereby acknowledge and agree thatwill be referred to as the Closing Consideration has been decreased by an amount equal to the Preliminary“Final Net Working Capital.” Purchaser and Seller shall each bear a percentage of the fees and expenses
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