Adjustments to the Promissory Note Sample Clauses

Adjustments to the Promissory Note. The principal amount of the Promissory Note will be subject to an adjustment determined in the following manner: (i) The principal amount of the Promissory Note will be decreased by the amount of Indebtedness (if any) as of the Closing (provided such Indebtedness is not included in Current Liabilities) and increased (decreased) by the amount by which the Working Capital as of the Closing Date exceeds (is less than) $300,000. (ii) As promptly as practicable after the Closing Date, but not later than 90 calendar days thereafter, Parent will deliver to Stockholders’ Representative a schedule setting forth in reasonable detail Parent’s calculation of the proposed adjustments to the principal amount of the Promissory Note made pursuant to Section 1.10(a)(ii) as of the Closing Date based on the balance sheet of the Company as of the Closing (the “Post-Closing Estimated Adjustment Amount”). (iii) The Post-Closing Estimated Adjustment Amount will be subject to Stockholders’ Representative’s review. In reviewing the Post-Closing Estimated Adjustment Amount, Stockholders’ Representative will have the right to communicate with, and to review the work papers, schedules, memoranda and other documents Parent prepared or reviewed in determining the Post-Closing Estimated Adjustment Amount and thereafter will have access to all relevant books and records, all to the extent Stockholders’ Representative reasonably requires to complete its review of Parent’s calculation of the Post-Closing Estimated Adjustment Amount. Within 30 calendar days after its receipt of Parent’s calculation of the Post-Closing Estimated Adjustment Amount, Stockholders’ Representative will advise Parent whether, based on such review, it has any exceptions to such calculation. Unless Stockholders’ Representative delivers to Parent within such 30 calendar day period a letter describing its exceptions to Parent’s calculation of the Post-Closing Estimated Adjustment Amount as set forth in the schedule Parent delivered under Section 1.10(a)(ii), the Post-Closing Estimated Adjustment Amount will be conclusive and binding on Parent and the Sellers. If Stockholders’ Representative submits a letter detailing any exceptions to the calculation of the Post-Closing Estimated Adjustment Amount, then (A) for 30 days after the date Parent receives such letter, Stockholders’ Representative and Parent will use their commercially reasonable efforts to agree on the calculation of the Post-Closing Estimated Adjustment Am...