Common use of Closing Payment Adjustments Clause in Contracts

Closing Payment Adjustments. (a) Not less than five Business Days prior to the anticipated Closing Date, Seller shall provide Purchaser with a statement with a written estimate of each of (i) Working Capital, (ii) Indebtedness of the Company and (iii) the CapEx Shortfall Amount, in each case as of the Closing (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Seller’s determination of the Closing Payment Adjustments and the Purchase Price after giving effect to the Closing Payment Adjustments and (B) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section ‎‎2.3. For the avoidance of doubt, the estimate of the Indebtedness of the Company as of the Closing set forth on the Estimated Closing Statement shall give effect to the repayment of Repayment Debt pursuant to Section ‎5.16, which repayment shall have been completed at or prior to the Closing. (b) The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles attached as Schedule I hereto (the “Accounting Principles”) and in accordance with GAAP, in each case, applied consistently with their application in connection with the preparation of the Company Financial Statements. It is understood and agreed that Annex A of Schedule I sets forth the calculation of the Target Working Capital (the “Target Working Capital Statement”). (c) From and after the delivery of the Estimated Closing Statement until the day prior to the Closing Date, Seller shall, and shall cause the Company to, (i) reasonably assist Purchaser and its Representatives in Purchaser’s review of the Estimated Closing Statement and (ii) make available the Representatives responsible for preparing the Estimated Closing Statement to discuss the Estimated Closing Statement with Purchaser. Seller shall consider in good faith any comments on the Estimated Closing Statement submitted by Purchaser.

Closing Payment Adjustments. (a) Not less than five Business Days prior to the anticipated Closing Date, Seller shall provide Purchaser with a statement with a written estimate of each of (i) Working Capital, Capital and (ii) Indebtedness of the Company and (iii) the CapEx Shortfall AmountCompany, in each case as of the Closing (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Seller’s determination of the Closing Payment Adjustments and the Purchase Price after giving effect to the Closing Payment Adjustments and (B) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section ‎‎2.32.3. For the avoidance of doubt, the estimate of the Indebtedness of the Company as of the Closing set forth on the Estimated Closing Statement shall give effect to the repayment repayment, settlement or cancellation of Repayment Intercompany Debt pursuant to Section ‎5.165.8, which repayment shall have been completed at or prior to the Closing. (b) The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles attached as Schedule I hereto (the “Accounting Principles”) and in accordance with GAAP, in each case, applied consistently with their application in connection with the preparation of the Company Business Financial Statements. It is understood and agreed that Annex A of Schedule I sets forth the calculation of the Target Working Capital (the “Target Working Capital Statement”). (c) From and after the delivery of the Estimated Closing Statement until the day prior to the Closing Date, Seller shall, and shall cause the Company to, (i) reasonably assist Purchaser and its Representatives in Purchaser’s review of the Estimated Closing Statement and (ii) make available the Representatives responsible for preparing the Estimated Closing Statement to discuss the Estimated Closing Statement with Purchaser. Seller shall consider in good faith any comments on the Estimated Closing Statement submitted by Purchaser.

Closing Payment Adjustments. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, Seller shall provide Purchaser with a statement prepared in good faith with a written estimate of each of (i) Working Capital, (ii) Indebtedness of the Company and (iii) the CapEx Shortfall AmountRSAM Shortfall, in each case case, as of the Closing (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Seller’s determination of the Closing Payment Adjustments and the Purchase Price after giving effect to the Closing Payment Adjustments Adjustments, together with reasonably detailed supporting information and calculations and (B) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section ‎‎2.32.3. For the avoidance of doubt, the estimate of the Indebtedness of the Company as of the Closing set forth on the Estimated Closing Statement shall give effect to the repayment repayment, settlement or cancellation of Repayment Intercompany Debt pursuant to Section ‎5.165.8, which repayment shall have been completed at or prior to the Closing. (b) The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles attached set forth as item 2 on Schedule I hereto (the “Accounting Principles”) and in accordance with GAAP, in each case, applied consistently with their application in connection with the preparation of the Company Business Financial Statements. It is understood and agreed that Annex A of Schedule I sets (i) the Accounting Principles set forth the calculation amount of the Target Working Capital and (ii) each of the “Target Estimated Working Capital Adjustment Amount and the Final Working Capital Adjustment Amount will be calculated based on the Working Capital amounts set forth in the Estimated Closing Statement and Final Closing Statement, respectively, each of which shall be prepared in accordance with the Accounting Principles and the Sample Working Capital Statement”). (c) From and after the delivery of the Estimated Closing Statement until the day prior to the Closing Date, Seller shall, and shall cause the Company to, provide Purchaser and its Representatives with reasonable access during normal business hours upon reasonable advance written notice, in such a manner as not to unreasonably interfere with the normal operations of the Business, to the relevant financial books, records and work papers of the Company relating to the Business, and Seller shall, and shall cause its Affiliates (iincluding the Company) reasonably and its and their respective employees, accountants and other Representatives to, cooperate with and assist Purchaser and its Representatives in connection with Purchaser’s review of the Estimated Closing Statement Statement, including by making available accounting and (ii) financial personnel in order to respond to the inquiries of Purchaser and its Representatives to the extent reasonably requested in connection with such review; provided that the accountants of Seller and its Affiliates shall not be obliged to make any books, records, work papers or personnel available the Representatives responsible for preparing the Estimated Closing Statement to discuss the Estimated Closing Statement Purchaser and its Affiliates except in accordance with Purchasersuch accountant’s normal disclosure procedures and then only after Purchaser or its Affiliate, as applicable, has signed a customary agreement relating to such access to books, records, work papers and personnel. Seller shall consider in good faith any comments on the Estimated Closing Statement submitted by PurchaserPurchaser or its Representatives.

Closing Payment Adjustments. (a) Not less than five Business Days prior to the anticipated Closing Date, Seller shall provide Purchaser with a statement with a written estimate of each of (i) Working Capital, Capital and (ii) Indebtedness of the Company and (iii) the CapEx Shortfall AmountCompanies, in each case as of the Closing (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Seller’s good faith determination of the Closing Payment Adjustments and the Purchase Price after giving effect to the Closing Payment Adjustments and (B) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section ‎‎2.32.3. For the avoidance of doubt, the estimate of the Indebtedness of the Company Companies as of the Closing set forth on the Estimated Closing Statement shall give effect to the repayment of Repayment Debt pursuant to Section ‎5.16, which repayment shall have been completed Indebtedness that occurs at or prior to the Closing. (b) The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles attached as Schedule I hereto (the “Accounting Principles”) and in accordance with GAAP, in each case, applied consistently with their application in connection with the preparation of the Company Business Financial Statements. It is understood and agreed that Annex A of Schedule I sets forth the calculation of the Target Working Capital Amount (the “Target Working Capital Statement”). (c) From and after the delivery of the Estimated Closing Statement until the day prior to the Closing Date, Seller shall, and shall cause the Company Companies to, (i) reasonably assist Purchaser and its Representatives in Purchaser’s review of the Estimated Closing Statement and (ii) make available the Representatives responsible for preparing the Estimated Closing Statement to discuss the Estimated Closing Statement with Purchaser. Seller shall consider in good faith any comments on the Estimated Closing Statement submitted by Purchaser.

Closing Payment Adjustments. (a) Not less than five Business Days prior to the anticipated Closing Date, Seller shall provide Purchaser with a statement with a written estimate of each of (i) Working Capital, Capital and (ii) Indebtedness of the Company and (iii) the CapEx Shortfall AmountCompanies, in each case as of the Closing (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Seller’s good faith determination of the Closing Payment Adjustments and the Purchase Price after giving effect to the Closing Payment Adjustments and (B) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section ‎‎2.32.3. For the avoidance of doubt, the estimate of the Indebtedness of the Company Companies as of the Closing set forth on the Estimated Closing Statement shall give effect to the repayment of Repayment Debt pursuant to Section ‎5.16, which repayment shall have been completed Indebtedness that occurs at or prior to the Closing. (b) The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles attached as Schedule I hereto (the “Accounting Principles”) and in accordance with GAAP, in each case, applied consistently with their application in connection with the preparation of the Company Business Financial Statements. It is understood and agreed that Annex A of Schedule I sets forth the calculation of the Target Working Capital Amount (the “Target Working Capital Statement”). (c) From and after the delivery of the Estimated Closing Statement until the day prior to the Closing Date, Seller shall, and shall cause the Company Companies to, (i) reasonably assist Purchaser and its Representatives in Purchaser’s review of the Estimated Closing Statement and (ii) make available the Representatives responsible for preparing the Estimated Closing - 16 - Statement to discuss the Estimated Closing Statement with Purchaser. Seller shall consider in good faith any comments on the Estimated Closing Statement submitted by Purchaser.