Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause the Company to prepare and deliver to Seller an adjustment statement setting forth the amount of the Closing Cash, the Closing Indebtedness and the Closing Working Capital, respectively, as of 11:59 p.m. on the Closing Date (the “Preliminary Adjustment Statement”) and, based on the Closing Cash, the Closing Indebtedness and the Closing Working Capital, Buyer’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price, if any (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements (including the policies and procedures described on Schedule 4.5(a)), except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Cash, the Closing Indebtedness and the Closing Working Capital. In preparing the Preliminary Adjustment Statement: (i) any and all effects on the assets or liabilities of the Company of any financing or refinancing arrangements entered into by Buyer at any time on or after the Closing Date shall be entirely disregarded; (ii) it shall be assumed that the Company and its lines of business shall be continued as a going concern; and (iii) there shall not be taken into account (A) any of the plans, transactions or changes that Buyer intends to initiate or make or cause to be initiated or made after the Closing Date with respect to the Company or its businesses or assets, or any facts or circumstances that are unique or particular to Buyer or any assets or liabilities of Buyer, or any obligation for the payment of the Purchase Price hereunder or (B) any adjustments for Buyer’s use of purchase accounting.
Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Buyer shall cause to be prepared and delivered to Sellers’ Representative an adjustment statement setting forth the amount of the Closing Working Capital, the Closing Indebtedness and the Selling Expenses, each as of 11:59 p.m. Eastern Standard Time on the Closing Date (the “Preliminary Adjustment Statement”), and Buyer’s written calculation of the Purchase Price (excluding the Earn-Out Payments), and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement shall be prepared in accordance with GAAP. Furthermore, the value of the inventory set forth in the Preliminary Adjustment Statement and the Final Adjustment Statement (as hereinafter defined) shall be determined based upon a physical count performed by Buyer (or its representatives) and observed by Sellers’ Representative (or its representatives) promptly after the Closing. The Sellers and Sellers’ Representative shall cooperate fully with Buyer in the preparation of the Preliminary Adjustment Statement.
Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to Stockholders’ Representative an adjustment statement setting forth Parent’s written, good faith determination and calculation (along with reasonable supporting detail therefor) of the amount of the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Selling Expenses, respectively (the “Preliminary Adjustment Statement”), and, based on the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Selling Expenses as derived therefrom, Parent’s written, good faith determination and calculation of the Merger Consideration and the adjustment, if any, necessary to reconcile the Estimated Merger Consideration to the Merger Consideration (the “Preliminary Post-Closing Adjustment”); provided, that if the Closing Working Capital is within One Hundred Twenty- Five Thousand Dollars ($125,000) of the Working Capital Target, in either direction, then the Closing Working Capital shall be deemed to be equal to the Working Capital Target for purposes of the calculation of the Merger Consideration. The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared consistent with the definitions in this Agreement and, if applicable, the Accounting Policies.
Adjustment Statement Preparation. As soon as practicable, but in any event not more than ninety (90) days after the Closing Date, the Purchaser shall in good faith prepare and deliver to the Stockholders’ Representative an adjustment statement setting forth the amount of the Closing Indebtedness, the Closing Working Capital, and the Closing Company Cash, in each case, as of the Closing and, based on the Closing Indebtedness, the Closing Working Capital, and the Closing Company Cash as derived therefrom, the Purchaser’s written calculation of the Transaction Consideration, and the adjustment (if any) necessary to reconcile the Estimated Transaction Consideration to the Transaction Consideration (the “Preliminary Adjustment Statement”). The Preliminary Adjustment Statement shall be prepared as of 11:59 p.m. EST on the Closing Date, in accordance with GAAP, and, except where inconsistent with GAAP, shall use the same accounting principles and practices as the Company used to prepare the consolidated balance sheet as of December 31, 2014, and in accordance with the definitions of Closing Indebtedness, Closing Working Capital, and Closing Company Cash as defined in this Agreement. For purposes of complying with the terms set forth in this Section 2.5, each Party shall cooperate with and make available to the other Parties, their respective representatives, and the Accounting Referee, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder.
Adjustment Statement Preparation. Within one hundred twenty (120) days after the Closing Date, Buyer shall deliver to Seller an adjustment statement (the “Preliminary Adjustment Statement”) setting forth the amount of the Closing Working Capital and Buyer’s written calculation of the Purchase Price, and any adjustments necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement shall be prepared in accordance with GAAP, on a basis consistent with the Annual Financial Statements (unless determined not to be in accordance with GAAP). Furthermore, the value of the Inventory included in the calculation of the Closing Working Capital set forth in the Preliminary Adjustment Statement in good faith based on methodology consistent with the Interim Financial Statements and the Final Adjustment Statement (as hereinafter defined) shall be determined based upon a physical count performed by Seller or its representatives (and observed and approved by Buyer or its representatives) within thirty (30) days after the Closing Date and reconciliation of the physical count to the balance as of the Closing Date.
Adjustment Statement Preparation. As soon as practicable, but in any event not more than seventy-five (75) days after the Closing Date, the Purchaser shall in good faith prepare and deliver to the Seller an adjustment statement setting forth its calculation of the Closing Indebtedness, the Closing Working Capital, the Selling Expenses and the Closing Company Cash and, based thereon, the Purchaser’s calculation of the Purchase Price and the adjustment (if any) necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Adjustment Statement”). From and after the Closing, for purposes of complying with the terms set forth in this Section 2.5, the Seller and the Purchaser shall, and the Purchaser shall cause the Company to, cooperate with and make available to each other Party, its Representatives and the Accounting Firm all information, records, data and working papers, and shall permit reasonable access, during business hours, to its personnel, as may be reasonably required in connection with the analysis of the Estimated Purchase Price, the Preliminary Adjustment Statement and the resolution of any disputes thereunder.
Adjustment Statement Preparation. Within forty‑five (45) days after the Closing Date, the Purchaser shall prepare and deliver to the Shareholders’ Representative an adjustment statement setting forth the amount of the Closing Cash, Closing Indebtedness and the Closing Working Capital as of the Closing and, based on the Closing Cash, Closing Indebtedness and the Closing Working Capital as derived therefrom, the Purchaser’s written calculation of the Transaction Consideration, and the adjustment necessary to reconcile the Estimated Transaction Consideration to the Transaction Consideration (the “Preliminary Adjustment Statement”). The Preliminary Adjustment Statement shall be prepared as of 12:01 a.m. on the Closing Date, and in accordance with the definitions of Closing Cash, Closing Indebtedness and Closing Working Capital. For purposes of complying with the terms set forth in this Section 2.5, each Party shall cooperate with and make available to the other Parties, their respective representatives, and the Accounting Referee, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder.
Adjustment Statement Preparation. Within 120 days after the Closing Date, Purchaser shall cause to be prepared and delivered to Seller Representative, an adjustment statement setting forth the amount of the Closing Indebtedness, the Selling Expenses, and the Change in Control Payments, respectively, as of Effective Time (the “Preliminary Adjustment Statement”) and, based on the Closing Indebtedness, the Selling Expenses, and the Change in Control Payments as derived therefrom, Purchaser’s written calculation of the Purchase Price, and the adjustment necessary to reconcile the Estimated Purchase Price to the Purchase Price (the “Preliminary Post-Closing Adjustment”). The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared in a manner consistent with, and using the same accounting methods, policies, practices and procedures as used in the preparation of, the Interim Financial Statements, except that the Preliminary Adjustment Statement and the Final Adjustment Statement shall only reflect those items necessary to calculate the Closing Indebtedness, the Selling Expenses, and the Change in Control Payments.
Adjustment Statement Preparation. As soon as practicable, but in any event not more than seventy five (75) days after the Closing Date, the Purchaser shall in good faith prepare and deliver to the Parent an adjustment statement (the “Preliminary Adjustment Statement”) setting forth (a) the amount of the Closing Indebtedness, the Closing Working Capital (which statement shall be substantially in the form of Schedule 2.9.1), and the Closing Selling Expenses, in each case, as of 12:01 a.m. eastern time on the Closing Date and (b) the Purchaser’s written calculation of the Cash Consideration based thereon, and any adjustment necessary to reconcile the Estimated Cash Consideration with the Cash Consideration. For purposes of complying with the terms set forth in this Section 2.9, each Party shall cooperate with and make available to the other Parties, their respective Representatives, and, if engaged hereunder, the Accounting Referee, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement, any Notice of Disagreement and the resolution of any disputes thereunder.
Adjustment Statement Preparation. Within sixty (60) days after the Closing Date, Buyer will prepare and deliver to Seller: (A) a calculation of Net Working Capital, (B) a calculation of any resulting NWC Shortfall Amount or NWC Excess Amount pursuant to Section 3.3(d)(ii), and (C) a calculation of any resulting adjustment to the Purchase Price pursuant to Section 3.1(b) (together, the “Adjustment Statement”).
