Determination of Post-Closing Adjustment. (a) No later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Seller Representative a statement (the “Buyer Closing Statement”) setting forth (i) a calculation of the amounts as of the Closing of (A) Cash, (B) Indebtedness of the Company and the PCs, (C) Transaction Costs and (D) Net Working Capital, and (ii) a calculation, based upon the foregoing amounts, of the Closing Cash Payment Amount and the sum of (A) such amount, less (B) the Closing Cash Payment Amount set forth in the Company Closing Statement (such sum, whether positive or negative, the “Adjustment Amount”), together with reasonable supporting detail of each of the calculations set forth in the Buyer Closing Statement. The Buyer Closing Statement shall be prepared in a manner consistent with the terms hereof and GAAP as reflected, and consistently applied, in the Company’s fiscal year 2020 combined audited financial statements, and (ii) shall not otherwise include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement or arising from any act, decision or event occurring at or after the Closing, including any liabilities or obligations incurred or arranged by or on behalf of the Buyer or its Affiliates in connection with the transactions contemplated by this Agreement (including any fees payable to any financing institution). For the avoidance of doubt, the receipt by Buyer or its Affiliates of notice after the Closing of an event that occurred prior to the Closing shall not prevent Buyer from including any changes in assets or liabilities resulting from the event.
(b) Following delivery of the Buyer Closing Statement and until the final determination of the Adjustment Amount, Buyer and its Subsidiaries (including the Company) shall (i) permit Seller Representative and its Representatives to have reasonable access, during normal business hours and upon reasonable notice, to the books and records of the Company and (ii) provide Seller Representative and its Representatives reasonable access, during normal business hours and upon reasonable notice, to the employees and advisors of Buyer and its Subsidiaries (including the Company) involved in the preparation of the Buyer Closing Statement, provided in each case that such access does not unreasonably disrupt the normal operations of Buyer or the Company. The Buyer Closing Statem...
Determination of Post-Closing Adjustment. (a) As soon as practicable, but in any event no later than thirty (30) days after the Closing Date, Seller shall cause the Subsidiary to prepare a consolidated balance sheet (the "CLOSING DATE BALANCE SHEET") of the Subsidiary as of the Closing Date. The Closing Date Balance Sheet shall not give effect to the transactions contemplated by this Agreement and shall be prepared in accordance with GAAP consistent with the Subsidiary's Audited Financial Statements (as defined in Section 4.4(a)). After Closing, Purchaser and Subsidiary shall permit Seller and its representatives to have reasonable access to Subsidiary's books and records for preparation of the Closing Date Balance Sheet.
(b) Seller shall cause Xxxxxx Xxxxxxxx LLC (the "AUDITOR") to audit as soon as practicable but no later than ninety (90) days after the Closing Date the Closing Date Balance Sheet as soon as possible after the completion thereof and Seller shall deliver to the Purchaser upon receipt of the Auditor's opinion with respect thereto, a copy of the Closing Date Balance Sheet and the Auditor's opinion. The Auditor's opinion shall state that the Closing Date Balance Sheet (i) has been audited in accordance with generally accepted auditing standards, (ii) has been prepared in accordance with GAAP and (iii) fairly presents the financial condition of the Subsidiary as of the Closing Date. The fees and expenses of the Auditor shall be paid by the Purchaser.
(c) Concurrently with the delivery of the Auditor's opinion with respect to the Closing Date Balance Sheet, Seller shall cause the Auditor to prepare and deliver to the Purchaser a certificate setting forth the Post-Closing Adjustment (the "AUDITOR'S POST-CLOSING CERTIFICATE"). The "POST-CLOSING ADJUSTMENT" shall be an amount equal to (i) the Net Working Capital of the Subsidiary as of the Closing Date, as determined from the Closing Date Balance Sheet (the "CLOSING DATE NET WORKING CAPITAL AMOUNT"), minus (ii) $27,500,000 minus (iii) the amount of any Indebtedness other than Intercompany Amounts (for purposes of this Agreement the Purchaser agrees that all existing operating leases of Subsidiary, as determined for the Audited Financial Statements, are not capitalized leases).
(d) Following delivery to the Purchaser of the Auditor's Post-Closing Certificate and the Closing Date Balance Sheet, the Purchaser, Seller and their representatives shall have the right to review all such data and materials (including the Auditor's work papers) as ...
Determination of Post-Closing Adjustment. The “Post-Closing Adjustment” shall be an amount equal to the difference between Estimated Working Capital minus Closing Working Capital. If the Post-Closing Adjustment is a negative number, Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment, and if the Post-Closing Adjustment is a positive number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment, in each case, in accordance with Section 2.06(b)(vii).
Determination of Post-Closing Adjustment. No later than ninety (90) days following the Closing, Buyer shall deliver to the Seller a written statement certified by an executive officer of Buyer (the “Closing Statement”) setting forth the calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”), a calculation of the actual Cash of the Company as of the close of business on the day prior to the Closing Date (“Actual Cash”), a calculation of the actual Indebtedness of the Company as of immediately prior to the Closing (“Actual Indebtedness”), a calculation of the actual Transaction Expenses as of the Closing (“Actual Transaction Expenses”). The Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses set forth in the Closing Statement (i) will be prepared in accordance with the definitions thereof and, in the case of Actual Working Capital, Actual Cash and Actual Indebtedness, consistently with the Accounting Policies and Principles, and (ii) will disregard any and all effects on the assets and Liabilities of the Company as a result of the transactions contemplated by this Agreement (including any financing arrangements entered into by Buyer or any of its Affiliates in connection therewith or any purchase accounting or other similar adjustments). If the Closing Statement is not delivered within ninety (90) days following the Closing, the Estimated Cash, the Estimated Indebtedness and the Estimated Transaction Expenses will be deemed the Final Cash, Final Indebtedness, and Final Transaction Expenses, respectively, absent manifest error.
Determination of Post-Closing Adjustment. No later than 90 days following the Closing, Purchaser shall deliver to the Sellers’ Representative the calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule”) and a calculation of the actual Cash of the Company Group as of the close of business on the day prior to the Closing Date (“Actual Cash”).
Determination of Post-Closing Adjustment. No later than sixty (60) days following the Closing, Purchaser shall deliver to the Sellers’ Representative good faith calculations of (i) the actual Working Capital of the Company Group as of immediately prior to the Closing (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule” attached hereto), (ii) actual Cash of the Company Group as of immediately prior to the Closing (“Actual Cash”), (iii) actual Indebtedness of the Company Group as of immediately prior to the Closing (“Actual Indebtedness”) and (iv) actual Sellers’ Transaction Expenses as of immediately prior to the Closing (“Actual Sellers’ Transaction Expenses”).
Determination of Post-Closing Adjustment. No later than ninety (90) days following the Closing Date, the Purchaser shall deliver to the Seller Representative a written statement setting forth its good faith calculation of (i) the actual Working Capital as of immediately prior to the Closing (“Actual Working Capital”), (ii) the actual aggregate amount of all Cash of the Company as of immediately prior to the Closing (“Actual Cash”), (iii) the actual aggregate amount of all Indebtedness of the Company as of immediately prior to the Closing (“Actual Indebtedness”), and (iv) the actual aggregate amount of the Transaction Expenses as of immediately prior to the Closing (“Actual Transaction Expenses”), together with reasonably detailed supporting documentation and information.
Determination of Post-Closing Adjustment. No later than sixty (60) days following the Closing, Purchaser shall prepare in good faith and deliver to the Sellers’ Representative a statement (the “Closing Statement”) setting forth Purchaser’s calculation of (i) Target Working Capital (“Actual Target Working Capital”), (ii) the actual Working Capital as of the Adjustment Calculation Time (“Actual Working Capital”) (prepared in accordance with the procedures set forth in Exhibit G), (iii) the actual Cash and Cash Equivalents of the Company and its Subsidiaries as of the Adjustment Calculation Time (“Actual Cash”), (iv) the actual Indebtedness of the Company and its Subsidiaries as of the Adjustment Calculation Time (“Actual Indebtedness”) and (v) the actual Company Transaction Expenses as of the Adjustment Calculation Time (“Actual Company Transaction Expenses”).
Determination of Post-Closing Adjustment. No later than ninety (90) days following the Closing, Purchaser shall deliver to the Sellers’ Representative Purchaser’s good faith calculations of: (i) the actual Working Capital as of the Measurement Time (“Actual Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto as Schedule II), (ii) the actual Cash of the Company Group as of the Measurement Time (plus any Cash that was used to pay any Repaid Indebtedness pursuant to Section 2.4(a) at the Closing) (“Actual Cash”), (iii) the actual Indebtedness of the Company Group as of the Measurement Time (plus any Indebtedness that was repaid at or in connection with the Closing) (“Actual Indebtedness”) and (iv) the actual Transaction Expenses (“Actual Transaction Expenses”).
Determination of Post-Closing Adjustment. No later than sixty (60) days following the Closing, Parent shall deliver to Sellers’ Representative the calculation of the actual Working Capital as of the close of business on the Closing Date, without giving effect to the transactions contemplated by this Agreement (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule” attached hereto as Exhibit C) and a calculation of the actual Cash of the Company as of the close of business on the Closing Date, without giving effect to the transactions contemplated by this Agreement (“Actual Cash”).
