Common use of Delivery of Closing Balance Sheet Clause in Contracts

Delivery of Closing Balance Sheet. Within sixty (60) days following the Closing, Buyer will, in good faith and in accordance with the terms of this Section 2.9, prepare and deliver to Sellers’ Representative (i) its good faith calculation of the actual Cash Equivalents, actual Net Working Capital, actual Indebtedness, actual Capital Expenditure Amount and actual Closing Date Seller Expenses in each case of the Acquired Companies as of the Calculation Time (except that (x) Pre-Closing Income Taxes shall be determined as of the end of the day on the Closing Date and (y) such amounts shall be calculated after giving effect to the Reorganization and the Redemptions) (the “Final Closing Statement”), which Final Closing Statement shall be calculated after giving effect to the Reorganization and the Redemptions, and (ii) a consolidated balance sheet of the Acquired Companies as of the Calculation Time (calculated after giving effect to the Reorganization and the Redemptions) (the “Final Closing Balance Sheet”). Calculation of the Final Closing Statement and the Final Closing Balance Sheet shall be prepared and calculated in accordance with the Accounting Principles. For the avoidance of doubt, the calculation of the Purchase Price Adjustment as set forth in this Section 2.9 does not (i) permit the introduction of different accounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgments, assumptions, techniques or estimation methodologies, including with respect to the nature of accounts, level of reserves or level of accruals, or (ii) permit the introduction of new or removal of existing balance sheet accounts or line items, in each case of (i) and (ii) from those required by the Accounting Principles, it being the agreement of the Parties that the Final Net Working Capital be calculated consistently with the Estimated Net Working Capital in order to allow a meaningful comparison of the Final Net Working Capital to the Estimated Net Working Capital. The Final Closing Balance Sheet shall be prepared, and the Final Net Working Capital shall be determined, in accordance with the Accounting Principles. The Final Closing Statement, the Final Closing Balance Sheet and the Net Working Capital, Cash Equivalents, Indebtedness, Closing Date Seller Expenses and Capital Expenditure Amount reflected therein shall (i) exclude the impact of any decisions made or actions taken or omitted by Buyer or the Acquired Companies following the Closing, (ii) not reflect changes in assets or liabilities as a result of purchase accounting adjustments or reflect any events, conditions or circumstances which arise as a result of the change of control or ownership of the Acquired Companies contemplated by this Agreement and (iii) ignore events taking place after the Closing.

Delivery of Closing Balance Sheet. Within sixty ninety (6090) days following the Closing, Buyer will, in good faith and in accordance with the terms of this Section 2.92.05, prepare and deliver to Sellers’ Representative (i) its Sellers Buyer’s good faith calculation of the Purchase Price based on Buyer’s determination of the actual amounts of Final Cash Equivalents, actual Final Net Working Capital, Closing Date Sellers Expenses, and actual Final Indebtedness, actual Capital Expenditure Amount and actual Closing Date Seller Expenses in each case case, of the Acquired Companies as of the Calculation Time (except that (x) Pre-Closing Income Taxes shall be determined as of the end of the day on the Closing Date and (y) such amounts shall be calculated after giving effect to the Reorganization and the Redemptions) Company (the “Final Closing Statement”), which Final Closing Statement shall be calculated after giving effect to the Reorganization and the Redemptions, and (ii) a consolidated balance sheet of the Acquired Companies Company as of the Calculation Time (calculated after giving effect to the Reorganization and the Redemptions) Closing (the “Final Closing Balance Sheet”). . (i) Calculation of the Final Closing Statement and the Final Closing Balance Sheet shall be prepared and calculated in accordance a manner consistent with GAAP, and, to the extent consistent with GAAP, on a basis consistent with the Accounting Principlesaccounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgments, assumptions, techniques, and estimation methodologies, including with respect to the nature of accounts, level of reserves, and level of accruals, used to calculate the Estimated Closing Balance Sheet, Estimated Cash Equivalents, Estimated Net Working Capital, Estimated Closing Date Sellers Expenses, Estimated Indebtedness, and Target Net Working Capital and such calculations shall be consistent with the methods used in preparing the Financial Statements, except that such statements, estimates, calculations and determinations: (i) shall not include any purchase accounting or other adjustment arising out of the consummation of the transaction, (ii) shall follow the defined terms contained in this Agreement whether or not such terms are consistent with GAAP, (iii) shall calculate any reserves, accruals or other non-cash expense items on a pro rata (as opposed to monthly accrual) basis to account for a Closing that occurs on any date other than the last day of a calendar month, and (iv) shall be consistent with Exhibit C (the “Closing Balance Sheet Policies”). For Sellers represent and warrant that the avoidance Closing Balance Sheet Policies are consistent, in all material respects, with the accounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgments, assumptions, techniques, and estimation methodologies, including with respect to the nature of doubtaccounts, level of reserves, and level of accruals, which have been employed in preparation of the Financial Statements. (ii) The calculation of the Purchase Price Adjustment as set forth in this Section 2.9 2.05 does not not, except as required by GAAP and the Closing Balance Sheet Policies: (iA) permit the introduction of different accounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgments, assumptions, techniques techniques, or estimation methodologies, including with respect to the nature of accounts, level of reserves reserves, or level of accruals, ; or (iiB) permit the introduction of new or removal of existing balance sheet accounts or line items, in each case of (iA) and (ii) B), from those required by set forth in the Accounting PrinciplesClosing Balance Sheet Policies or used in determining the amount of the Estimated Net Working Capital and the Target Net Working Capital, it being the agreement of the Parties parties that the Final Net Working Capital shall be calculated consistently consistent with the Estimated Net Working Capital and the Target Net Working Capital in order to allow a meaningful comparison of the Final Net Working Capital to the Estimated Net Working Capital and the Target Net Working Capital. . (iii) The Final Closing Balance Sheet shall be prepared, and the Final Net Working Capital shall be determined, in accordance with: (A) the accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques, and estimation methods with respect to financial statements, their classification or presentation, or otherwise (including with respect to the nature of accounts, level of reserves, and level of accruals) that are consistent with the Accounting Principles. calculation of the Target Net Working Capital, (B) to the extent not inconsistent with the foregoing clause (A), accounting methods, policies, practices, procedures, conventions, categorizations, definitions, principles, judgments, assumptions, techniques, and estimation methods with respect to financial statements, their classification or presentation, or otherwise (including with respect to the nature of accounts, level of reserves, or level of accruals) adopted in connection with the balance sheets included in the Financial Statements, and (C) to the extent not inconsistent with the foregoing clauses (A) or (B), GAAP. (iv) The Final Closing Statement, the Final Closing Balance Sheet Sheet, and the Net Working Capital, Cash Equivalents, Indebtedness, Closing Date Seller Expenses and Capital Expenditure Amount Indebtedness reflected therein shall shall: (iA) exclude the impact of any decisions made or actions taken or omitted by Buyer or the Acquired Companies following the Company after Closing, (iiB) not reflect changes in assets or liabilities Liabilities as a result of purchase accounting adjustments or reflect any events, conditions conditions, or circumstances which arise as a result of the change of control or ownership of the Acquired Companies Company contemplated by this Agreement Agreement, and (iiiC) ignore events taking place at or after the Closing. Notwithstanding anything to the contrary in this Agreement, (y) to the extent that the Final Closing Balance Sheet corrects an error or an inconsistency in, or noncompliance with, an accounting method, policy, practice, procedure, convention, categorization, definition, principle, judgment, assumption, asset recognition base, technique, or estimation method (including in respect of management’s exercise of judgment) that was used in the calculation of the Target Net Working Capital, then either the Final Net Working Capital or the Target Net Working Capital shall be reduced or increased as a result of such error, inconsistency, or noncompliance, as appropriate, to reflect such error, inconsistency, or noncompliance; and (z) if the same item would be reflected differently on the Final Closing Balance Sheet than in the calculation of the Target Net Working Capital in accordance with the Closing Balance Sheet Policies, the parties will equitably adjust the calculation of either the Final Net Working Capital or Target Net Working Capital so as to result in consistent treatment.

Delivery of Closing Balance Sheet. (A) Within sixty ninety (6090) days following the ClosingClosing Date, Buyer the Purchaser will, in good faith and in accordance with the terms of this Section 2.91.3(b), prepare and deliver to Sellers’ Representative the LLC Seller (i) its good faith calculation of: (1) the Final Net Working Capital (including Final Accounts Receivable, Final Prepaid Expenses, Final Accounts Payable and Final Accrued Expenses) of the actual Cash Equivalents, actual Net Working Capital, actual Indebtedness, actual Capital Expenditure Amount and actual Closing Date Seller Expenses in each case of the Acquired Companies Company as of the Calculation Time Closing, including the Purchaser’s reasonably detailed calculations of Net Working Capital (except including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses), showing in reasonable detail any differences between the Purchaser’s proposed calculation of Final Net Working Capital (including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses) and the Estimated Net Working Capital (including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses), together with supporting documentation that is reasonably necessary to confirm the differences between the Estimated Net Working Capital (xincluding Estimated Accounts Receivable, Estimated Prepaid Expenses, Estimated Accounts Payable and Estimated Accrued Expenses) Pre-Closing Income Taxes shall be determined and the Purchaser’s calculation of Net Working Capital (including Accounts Receivable, Prepaid Expenses, Accounts Payable and Accrued Expenses), (2) the Cash as of the end Effective Time and the Cash Offsets as of the day on Effective Time, (3) the Closing Date Indebtedness as of the Effective Time, and (y4) such amounts shall be calculated after giving effect to the Reorganization and Company Transaction Expenses as of the Redemptions) (the “Final Closing Statement”), which Final Closing Statement shall be calculated after giving effect to the Reorganization and the RedemptionsEffective Time, and (ii) a consolidated balance sheet of the Acquired Companies Company as of the Calculation Time (calculated after giving effect to the Reorganization and the Redemptions) Closing (the “Final Closing Balance Sheet”, together with the information required under (i), the “Final Closing Statement”). Calculation of the Final Closing Statement Net Working Capital (including Final Accounts Receivable, Final Prepaid Expenses, Final Accounts Payable and the Final Accrued Expenses) and Final Closing Balance Sheet shall be prepared and calculated in accordance a manner consistent with the Accounting Net Working Capital Principles. For If the avoidance of doubt, Purchaser fails to deliver the calculation of Final Closing Statement to the Purchase Price Adjustment as set forth LLC Seller within the ninety (90) day period specified in this Section 2.9 does not (i) permit 1.3(b)(i)(A), at the introduction of different accounting methodsLLC Seller’s sole election and discretion, policies, practices, procedures, conventions, classifications, definitions, principles, judgments, assumptions, techniques or estimation methodologies, including with respect the Purchaser shall be deemed to the nature of accounts, level of reserves or level of accruals, or (ii) permit the introduction of new or removal of existing balance sheet accounts or line items, in each case of (i) and (ii) from those required by the Accounting Principles, it being the agreement of the Parties that the Final Net Working Capital be calculated consistently with have accepted the Estimated Net Working Capital in order to allow a meaningful comparison of the Final Net Working Capital to the (including Estimated Net Working Capital. The Final Closing Balance Sheet shall be preparedAccounts Receivable, Estimated Prepaid Expenses, Estimated Accounts Payable and the Final Net Working Capital shall be determined, in accordance with the Accounting Principles. The Final Closing Statement, the Final Closing Balance Sheet and the Net Working Capital, Cash Equivalents, Indebtedness, Closing Date Seller Expenses and Capital Expenditure Amount reflected therein shall (iEstimated Accrued Expenses) exclude the impact of any decisions made or actions taken or omitted by Buyer or the Acquired Companies following the Closing, (ii) not reflect changes in assets or liabilities as a result of purchase accounting adjustments or reflect any events, conditions or circumstances which arise as a result of the change of control or ownership of the Acquired Companies contemplated by this Agreement and (iii) ignore events taking place after the Closingfinal.

Delivery of Closing Balance Sheet. (i) Within sixty ninety (6090) days following the ClosingClosing Date, Buyer the Purchaser will, in good faith and in accordance with the terms of this Section 2.91.3(a), prepare and deliver to Sellers’ Representative the Seller (i) its good faith calculation of the actual Cash Equivalents, actual Net Working Capital of the Company as of the Effective Time (the “Closing Net Working Capital”), actual Indebtedness, actual Capital Expenditure Amount and actual Closing Date Seller Expenses in each case Indebtedness of the Acquired Companies Company as of the Calculation Time (except Effective Time, provided that (x) Pre-Closing Accrued Income Taxes included in Indebtedness shall be determined computed as of the end of the day on the Closing Date and (y) such amounts shall be calculated after giving effect to the Reorganization and the Redemptions) (the “Final Closing StatementIndebtedness”), which Final Cash of the Company as of the Effective Time (the “Closing Statement shall be calculated after giving effect to the Reorganization Cash”), and the Redemptionsamount of any unpaid Company Transaction Expenses as of the Effective Time, assuming the Closing had occurred at the Effective Time (the “Closing Company Transaction Expenses”, together with the Closing Indebtedness, Closing Cash, and Closing Net Working Capital, the “Closing Purchase Price Components”), including the Purchaser’s reasonably detailed calculations of the Closing Purchase Price Components, showing in reasonable detail any differences between the Purchaser’s calculation of the Closing Purchase Price Components (and components thereof) and the Estimated Purchase Price Components (and components thereof), together with supporting documentation that is reasonably necessary to confirm the differences between the Estimated Purchase Price Components and the Purchaser’s calculation of the Closing Purchase Price Components, and (ii) a consolidated balance sheet of the Acquired Companies Company as of the Calculation Effective Time (calculated after giving effect to the Reorganization and the Redemptions) (the “Final Closing Balance Sheet” and together with (i), the “Final Closing Statement”). Calculation of the Final Closing Statement and the Final Closing Balance Sheet shall be prepared and calculated in accordance a manner consistent with the Accounting Principles. For If the avoidance Purchaser fails to deliver the Final Closing Statement to the Seller within the ninety (90) day period specified in this Section 1.3(a)(i), at the Seller’s sole election and discretion, either (I) the Purchaser will be deemed to have accepted the Estimated Closing Statement as final and, if the Seller so requests, the parties will execute all instruments necessary to instruct the Escrow Agent to release the entire Escrow Amount (together with any interest accrued thereon) to the Paying Agent (for further distribution to the Seller Owners in accordance with their applicable Pro Rata Share), or (II) the Seller will have the option to otherwise enforce its rights and remedies under this Agreement with respect to the Purchaser’s failure to timely deliver the Final Closing Statement to the Seller, including retaining (at the expense of doubtthe Purchaser, notwithstanding anything herein to the contrary) an independent accounting firm of national reputation to provide an audit or other review of the Company’s books, review the calculation of the Estimated Purchase Price Adjustment as set forth Components and make any adjustments necessary thereto consistent with the provisions of this Section 1.3, the determination of such accounting firm being conclusive and binding on the parties; provided, however, that the Seller reserves any and all other rights granted to it in this Section 2.9 does not (i) permit the introduction of different accounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgments, assumptions, techniques or estimation methodologies, including with respect to the nature of accounts, level of reserves or level of accruals, or (ii) permit the introduction of new or removal of existing balance sheet accounts or line items, in each case of (i) and (ii) from those required by the Accounting Principles, it being the agreement of the Parties that the Final Net Working Capital be calculated consistently with the Estimated Net Working Capital in order to allow a meaningful comparison of the Final Net Working Capital to the Estimated Net Working Capital. The Final Closing Balance Sheet shall be prepared, and the Final Net Working Capital shall be determined, in accordance with the Accounting Principles. The Final Closing Statement, the Final Closing Balance Sheet and the Net Working Capital, Cash Equivalents, Indebtedness, Closing Date Seller Expenses and Capital Expenditure Amount reflected therein shall (i) exclude the impact of any decisions made or actions taken or omitted by Buyer or the Acquired Companies following the Closing, (ii) not reflect changes in assets or liabilities as a result of purchase accounting adjustments or reflect any events, conditions or circumstances which arise as a result of the change of control or ownership of the Acquired Companies contemplated by this Agreement and (iii) ignore events taking place after the ClosingAgreement.

Delivery of Closing Balance Sheet. (A) Within sixty ninety (6090) days following the ClosingClosing Date, Buyer the Purchaser will, in good faith and in accordance with the terms of this Section 2.91.3(b), prepare and deliver to Sellers’ Representative the LLC Seller (i) its good faith calculation of: (1) the Final Net Working Capital (including components thereof) of the actual Cash Equivalents, actual Net Working Capital, actual Indebtedness, actual Capital Expenditure Amount and actual Closing Date Seller Expenses in each case of the Acquired Companies Company as of the Calculation Time Closing, including the Purchaser’s reasonably detailed calculations of Net Working Capital (except including components thereof), showing in reasonable detail any differences between the Purchaser’s proposed calculation of Final Net Working Capital (including components thereof) and the Estimated Net Working Capital (including components thereof), together with supporting documentation that is reasonably necessary to confirm the differences between the Estimated Net Working Capital (xincluding components thereof) Pre-Closing Income Taxes shall be determined and the Purchaser’s calculation of Net Working Capital (including components thereof), (2) the Cash as of the end Effective Time, (3) the Indebtedness as of the day on the Closing Date Effective Time, and (y4) such amounts shall be calculated after giving effect to the Reorganization and Company Transaction Expenses as of the Redemptions) (the “Final Closing Statement”), which Final Closing Statement shall be calculated after giving effect to the Reorganization and the RedemptionsEffective Time, and (ii) a consolidated balance sheet of the Acquired Companies Company as of the Calculation Time (calculated after giving effect to the Reorganization and the Redemptions) Closing (the “Final Closing Balance Sheet”, together with the information required under (i), the “Final Closing Statement”). Calculation of the Final Net Working Capital (including components thereof) and Final Closing Balance Sheet shall be in a manner consistent with the Net Working Capital Principles. If the Purchaser fails to deliver the Final Closing Statement or the Final Closing Balance Sheet to the LLC Seller within the ninety (90) day period specified in Section 1.3(b)(i)(A), the LLC Seller may deliver written notice to the Purchaser identifying such failure and if the Purchaser fails to deliver the Final Closing Statement and the Final Closing Balance Sheet to the LLC Seller within five (5) Business Days following its receipt of such notice, then at the sole election and discretion of the LLC Seller, the Purchaser shall be prepared and calculated in accordance with deemed to have accepted the Accounting Principles. For the avoidance of doubt, the calculation of the Estimated Purchase Price Adjustment Components as set forth in this Section 2.9 does not (i) permit the introduction of different accounting methods, policies, practices, procedures, conventions, classifications, definitions, principles, judgments, assumptions, techniques or estimation methodologies, including with respect to the nature of accounts, level of reserves or level of accruals, or (ii) permit the introduction of new or removal of existing balance sheet accounts or line items, in each case of (i) and (ii) from those required by the Accounting Principles, it being the agreement of the Parties that the Final Net Working Capital be calculated consistently with the Estimated Net Working Capital in order to allow a meaningful comparison of the Final Net Working Capital to the Estimated Net Working Capital. The Final Closing Balance Sheet shall be prepared, and the Final Net Working Capital shall be determined, in accordance with the Accounting Principles. The Final Closing Statement, the Final Closing Balance Sheet and the Net Working Capital, Cash Equivalents, Indebtedness, Closing Date Seller Expenses and Capital Expenditure Amount reflected therein shall (i) exclude the impact of any decisions made or actions taken or omitted by Buyer or the Acquired Companies following the Closing, (ii) not reflect changes in assets or liabilities as a result of purchase accounting adjustments or reflect any events, conditions or circumstances which arise as a result of the change of control or ownership of the Acquired Companies contemplated by this Agreement and (iii) ignore events taking place after the Closingfinal.