Common use of Determination of Surplus or Deficiency; Post-Closing Purchase Price Adjustment Clause in Contracts

Determination of Surplus or Deficiency; Post-Closing Purchase Price Adjustment. (i) On or before the fifth (5th) Business Day preceding the Closing Date, Seller shall prepare and deliver to Buyer an interim balance sheet (the "Estimated Closing Balance Sheet") of Seller as of the close of business on the final day of the calendar month immediately preceding the calendar month during which the Closing Date occurs (the "Test Month"), together with a statement of Seller's Net Current Assets as of such date calculated in accordance with generally accepted accounting principles ("GAAP ") and the accounting practices of Seller applied on a consistent basis ; provided that if the Closing Date occurs within the first fifteen (15) Business Days of a calendar month, the Estimated Closing Balance Sheet shall be prepared as of the close of business on the final day of the second calendar month immediately preceding the calendar month during which the Closing Date occurs (the "Test Month"). The amount of Net Current Assets set forth in the Estimated Closing Balance Sheet shall be final and binding for purposes of determining the amount of any Surplus or Deficiency used in calculating the Purchase Price, unless Buyer delivers in good faith a written statement that Buyer objects to the calculation of Net Current Assets at least two (2) Business Days prior to the anticipated Closing Date (the "Objection Notice") together with Buyer's determination of the Net Current Assets as of the Test Month. Seller shall make available to Buyer and its representatives the books, records and workpapers used to prepare the Estimated Closing Balance Sheet. In the event of an Objection Notice, Seller and Buyer shall negotiate in good faith during the period preceding the Closing Date to resolve the dispute. If the dispute is not resolved by the specified Closing Date, (A) Buyer shall pay the Purchase Price at the Closing based upon the amount of any Deficiency or Surplus, as applicable, calculated with reference to the Net Current Assets as determined by Buyer, and (B) Buyer shall deposit into escrow pursuant to the Escrow Agreement, an amount equal to the Purchase Price based upon the amount of any Deficiency or Surplus, as applicable, calculated with reference to the Net Current Assets set forth in the Estimated Balance Sheet as prepared by Seller, less the amount of the Purchase Price paid by Buyer at the Closing in accordance with clause (A) above. "

Determination of Surplus or Deficiency; Post-Closing Purchase Price Adjustment. (i) On or before the fifth (5th) Business Day preceding the Closing Date, Seller shall prepare and deliver to Buyer an interim balance sheet (the "Estimated Closing Balance Sheet") of Seller as of the close of business on the final day of the calendar month immediately preceding the calendar month during which the Closing Date occurs (the "Test Month"), together with a statement of Seller's Net Current Assets as of such date calculated in accordance with generally accepted accounting principles ("GAAP GAAP") and the accounting practices of Seller applied on a consistent basis basis; provided that if the Closing Date occurs within the first fifteen (15) Business Days of a calendar month, the Estimated Closing Balance Sheet shall be prepared as of the close of business on the final day of the second calendar month immediately preceding the calendar month during which the Closing Date occurs (the "Test Month"). The amount of Net Current Assets set forth in the Estimated Closing Balance Sheet shall be final and binding for purposes of determining the amount of any Surplus or Deficiency used in calculating the Purchase Price, unless Buyer delivers in good faith a written statement that Buyer objects to the calculation of Net Current Assets at least two (2) Business Days prior to the anticipated Closing Date (the "Objection Notice") together with Buyer's determination of the Net Current Assets as of the Test Month. Seller shall make available to Buyer and its representatives the books, records and workpapers used to prepare the Estimated Closing Balance Sheet. In the event of an Objection Notice, Seller and Buyer shall negotiate in good faith during the period preceding the Closing Date to resolve the dispute. If the dispute is not resolved by the specified Closing Date, (A) Buyer shall pay the Purchase Price at the Closing based upon the amount of any Deficiency or Surplus, as applicable, calculated with reference to the Net Current Assets as determined by Buyer, and (B) Buyer shall deposit into escrow pursuant to the Escrow Agreement, an amount equal to the Purchase Price based upon the amount of any Deficiency or Surplus, as applicable, calculated with reference to the Net Current Assets set forth in the Estimated Balance Sheet as prepared by Seller, less the amount of the Purchase Price paid by Buyer at the Closing in accordance with clause (A) above. "

Determination of Surplus or Deficiency; Post-Closing Purchase Price Adjustment. (i) On or before the fifth seventh (5th7th) Business Day preceding the Closing Date, Seller shall prepare and deliver to Buyer an interim balance sheet (the "Estimated Closing Balance Sheet") of Seller as of the close of business on the final day of the calendar month immediately preceding the calendar month during which the Closing Date occurs (the "Test Month"), together with a statement of Seller's Net Current Assets (as defined in Section 2(d)(vi)) as of such date calculated in accordance with generally accepted accounting principles ("GAAP GAAP") and the accounting practices of Seller applied on a consistent basis ; provided that if the Closing Date occurs within the first fifteen (15) Business Days of a calendar month, the Estimated Closing Balance Sheet shall be prepared as of the close of business on the final day of the second calendar month immediately preceding the calendar month during which the Closing Date occurs (the "Test Month")basis. The amount of Net Current Assets set forth in the Estimated Closing Balance Sheet shall be final and binding for purposes of determining the amount of any Surplus or Deficiency used in calculating the Purchase PricePrice to be paid at Closing, unless Buyer delivers in good faith a written statement that Buyer objects to the calculation of Net Current Assets at least two (2) Business Days prior to the anticipated Closing Date (the "Objection Notice") together with Buyer's determination of the Net Current Assets as of the Test Month. Seller shall make available to Buyer and its representatives the books, records and workpapers used to prepare the Estimated Closing Balance Sheet. In the event of an Objection Notice, Seller and Buyer shall negotiate in good faith during the period preceding the Closing Date to resolve the dispute. If the dispute is not resolved by the specified Closing Date, (A) Buyer shall pay the Purchase Price at the Closing based upon the amount of any Deficiency or Surplus, as applicable, calculated with reference to the Net Current Assets as determined by BuyerBuyer or Seller (whichever is lower), and (B) Buyer shall deposit into escrow pursuant to the Escrow Agreement, an amount (the "Adjustment Escrow Deposit") equal to the difference between (i) the Purchase Price based upon the amount of any Deficiency or Surplus, as applicable, calculated with reference to the Net Current Assets set forth in the Estimated Balance Sheet as prepared by Seller, less the amount of the Purchase Price paid by Buyer at the Closing in accordance with clause (A) above. "the

Determination of Surplus or Deficiency; Post-Closing Purchase Price Adjustment. (i) On or before the fifth seventh (5th7th) Business Day preceding the Closing Date, Seller shall prepare and deliver to Buyer an interim balance sheet (the "“Estimated Closing Balance Sheet"”) of Seller as of the close of business on the final day of the calendar month immediately preceding the calendar month during which the Closing Date occurs (the "“Test Month"”), together with a statement of Seller's ’s Net Current Assets (as defined in Section 2(d)(vi) as of such date calculated in accordance with generally accepted accounting principles ("GAAP "“GAAP”) and the accounting practices of Seller applied on a consistent basis ; provided that if the Closing Date occurs within the first fifteen (15) Business Days of a calendar month, the Estimated Closing Balance Sheet shall be prepared as of the close of business on the final day of the second calendar month immediately preceding the calendar month during which the Closing Date occurs (the "Test Month")basis. The amount of Net Current Assets set forth in the Estimated Closing Balance Sheet shall be final and binding for purposes of determining the amount of any Surplus or Deficiency used in calculating the Purchase PricePrice to be paid at Closing, unless Buyer delivers in good faith a written statement that Buyer objects to the calculation of Net Current Assets at least two (2) Business Days prior to the anticipated Closing Date (the "“Objection Notice"”) together with Buyer's ’s determination of the Net Current Assets as of the Test Month. Seller shall make available to Buyer and its representatives the books, records and workpapers used to prepare the Estimated Closing Balance Sheet. In the event of an Objection Notice, Seller and Buyer shall negotiate in good faith during the period preceding the Closing Date to resolve the dispute. If the dispute is not resolved by the specified Closing Date, (A) Buyer shall pay the Purchase Price at the Closing based upon the amount of any Deficiency or Surplus, as applicable, calculated with reference to the Net Current Assets as determined by Buyer, and (B) Buyer shall deposit into escrow pursuant to the Escrow Agreement, an amount equal to the Purchase Price based upon the amount of any Deficiency or Surplus, as applicable, calculated with reference to the Net Current Assets set forth in the Estimated Balance Sheet as prepared by Seller, less the amount of the Purchase Price paid by Buyer at the Closing in accordance with clause (A) above. "Net