Delivery of Initial Post-Closing Statement by Buyer. No later than ninety (90) days after the Closing Date, Buyer shall deliver to Seller: a statement (the “Initial Post-Closing Statement”) setting forth Buyer’s calculation of the Closing Net Working Capital, Closing Cash, Closing Indebtedness and Closing Transaction Expenses as of the Adjustment Time. Buyer shall prepare the Initial Post-Closing Statement in good faith and in accordance with the definitions thereof, the Transaction Accounting Principles and the other terms of this Agreement. The Closing Statement shall be accompanied by reasonable supporting detail to evidence Buyer’s calculations, explanations and assumptions of the amounts contained therein. The parties acknowledge that the sole purpose of the determination of the process in this Section 2.06 is to determine the Final Closing Net Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Closing Transaction Expenses and such process is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies in a manner inconsistent with the definitions thereof, the Transaction Accounting Principles and the other terms of this Agreement.
Delivery of Initial Post-Closing Statement by Buyer. No later than sixty (60) days after the Closing Date, Buyer shall deliver to Seller: a statement (the “Initial Post-Closing Statement”), in the same format as the Reference Closing Statement, setting forth Buyer’s calculation of the Closing Net Working Capital, Target Working Capital and Closing Cash as of the Effective Time, and of the Closing Transaction Expenses and Closing Indebtedness as of the Closing. Buyer shall prepare the Initial Post-Closing Statement in good faith and in accordance with the Transaction Accounting Principles. The parties acknowledge that the sole purpose of the determination of the process in this Section 2.06 is to determine the Final Closing Net Working Capital, Final Target Working Capital, Final Closing Cash, Final Closing Indebtedness and Final Closing Transaction Expenses and such process is not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies in a manner inconsistent with the Transaction Accounting Principles.
