Calculation by Seller Clause Samples

Calculation by Seller. Within forty five (45) days after the Closing Date, Seller shall prepare and deliver to Parent (i) a consolidated balance sheet of the Companies as of the Closing Date, prepared consistent with past practice and in accordance with GAAP consistently applied and used in the preparation of the Companies’ Annual Financial Statements, adjusted as set forth in Schedule 2.5(a) (the “Closing Balance Sheet”), and (ii) a calculation of the current consolidated assets less the current consolidated liabilities of the Companies based on the Closing Balance Sheet (the “Working Capital Amount”).