Incredimail 2012 Annual Report Download - page 233

“ Google Payments ” means the accounts receivable of the Company from Google Inc. as of the close of business on the Closing Date.
(b) Within 90 days after the Closing, Purchaser may object to the Company Net Working Capital calculations (including the
amount of Cash and the Google Payments) included in the Company Net Working Capital Certificate (the “ NWC Calculations ” )
by delivering
to the Shareholders’ Agent a certificate (the “ Purchaser NWC Certificate ”) executed by Purchaser’
s Chief Financial Officer (in his or her
capacity as such), setting forth Purchaser’
s calculation of the Company Net Working Capital as of the close of business on the Closing Date and
the amount by which Company Net Working Capital as calculated by Purchaser is less than the Company Net Working Capital set forth in the
Company Net Working Capital Certificate. Any Purchaser NWC Certificate shall be prepared in US Dollars and in accordance with GAAP
consistent with the Company Financial Statements and in accordance with Schedule 1.5(a)
and shall take into account any information not
available to the parties at the time the Company Net Working Capital Certificate was delivered. If Purchaser fails to deliver the NWC Certificate
within 90 days after the Closing,
then the Company Net Working Capital reflected in the Company Net Working Capital Certificate shall be
deemed as the final Company Net Working Capital.
(c) Following the delivery by Purchaser of the Purchaser NWC Certificate, the Shareholders’
Agent and his representatives
shall be given such access as they may reasonably require during Purchaser’
s normal business hours (or such other times as the parties may
agree) and upon reasonable notice to those books and records of the Company in the possession of, and/or under the control of, Purchaser, and
access to such personnel or representatives of the Company and Purchaser as they may reasonably require for the purposes of resolving any
disputes or responding to any matters or inquiries raised concerning the Purchaser NWC Certificate and/or the calculation of the Company Net
Working Capital.
(d) The Shareholders’
Agent may object to the Company Net Working Capital calculations set forth in the Purchaser NWC
Certificate by providing written notice of such objection to Purchaser within 20 Business Days after Purchaser’
s delivery of the Purchaser NWC
Certificate (the “ Notice of Objection ”).
(e) If the Shareholders’
Agent timely provides the Notice of Objection, then the parties shall confer in good faith for a period
of up to 10 Business Days following Purchaser’
s timely receipt of the Notice of Objection, in an attempt to resolve any disagreement, and any
resolution by them shall be in writing and shall be final and binding.
(f) If, after such 10 Business Day period, the Shareholders’
Agent and Purchaser cannot resolve any such disagreement, then
the parties shall engage an auditing firm acceptable to both the Shareholders’ Agent and Purchaser (the “ Reviewing Accountant ”)
to review the
NWC Calculations. Each of the parties to this Agreement shall, and shall cause their respective officers, directors, employees and representatives
to, provide full cooperation to the Reviewing Accountant. The Reviewing Accountant shall (i) act in its capacity as an expert and not as an
arbitrator, (ii) consider only those matters as to which there is a dispute between the parties and (iii) be instructed to reach its conclusions
regarding any such dispute within 30 days after its appointment and provide a written explanation of its decision. In the event that Purchaser and
the Shareholders’ Agent shall submit any dispute to the Reviewing Accountant, each such party may submit a “position paper”
to the Reviewing
Accountant setting forth the position of such party with respect to such dispute, to be considered by such Reviewing Accountant as it deems
fit. The Reviewing Accountant shall promptly determine the Company Net Working Capital and such determination shall be final and binding
on the parties.
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