Incredimail 2011 Annual Report Download - page 162

(c) Following the delivery by Purchaser of the Purchaser NWC Certificate, the Shareholder Representative 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 Shareholder Representative 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 Shareholder Representative 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 Shareholder Representative and Purchaser cannot resolve any such disagreement, then the
parties shall engage an auditing firm acceptable to both the Shareholder Representative 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 Shareholder Representative 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.
(g)
If the Company Net Working Capital, as determined pursuant to Section 1.12(b) (in the event there is no Notice of Objection), Section
1.12(e) or Section 1.12(f), as the case may be, is less than the Company Net Working Capital set forth in the Company Net Working Capital Certificate (such
difference, the “ Negative Adjustment Amount ”), then the amount of the Deferred Payment shall be reduced by the amount of the Negative Adjustment Amount.
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