Common use of Effective Date Financial Statements and Adjustment Amount Clause in Contracts

Effective Date Financial Statements and Adjustment Amount. As promptly as practicable after the Closing Date, and in any event not later than 90 days after the Closing Date, Buyers shall prepare and deliver to Seller a consolidated balance sheet of GLGTCO as of the Effective Date (the “Effective Date GLGTCO Financial Statements”), a consolidated balance sheet of GLGTLP as of the Effective Date (the “Effective Date GLGTLP Financial Statements”, and collectively with the Effective Date GLGTCO Financial Statements, the “Effective Date Financial Statements”), in each case prepared in accordance with U.S. GAAP applied on the same basis as the balance sheet included in the GL Financial Statements have been prepared (except that the Effective Date Financial Statements shall be prepared using actual volumes and revenues and based on other best available information through the period ending upon the date the same is delivered to Seller), and (ii) a statement of Buyers (the “Adjustment Statement”) showing in reasonable detail their calculation of the LP Adjustment Amount and the Corp Adjustment Amount, together with supporting work papers. Seller agrees, at no cost to Buyers, to give Buyers and their authorized representatives reasonable access to such employees, offices, and other facilities and such books and records of Seller and its Affiliates as are reasonably necessary to allow Buyers and their authorized representatives to prepare the Effective Date Financial Statements, the LP Adjustment Amount and the Corp Adjustment Amount in compliance with this Section 2.5. Buyers, at no cost to Seller, shall give representatives of Seller reasonable access to the Acquired Companies’ premises, employees, and other facilities and to its and the Acquired Companies’ books and records as are reasonably necessary for purposes of reviewing, verifying, and auditing the calculations contained in the Effective Date Financial Statements and the Adjustment Statement.

Effective Date Financial Statements and Adjustment Amount. As --------------------------------------------------------- promptly as practicable after the Closing Date, and in any event not later than 90 60 days after the Closing Date, Buyers Buyer shall prepare and deliver to Seller (i) a consolidated combined balance sheet sheet, statement of GLGTCO income, and statement of cash flow of the Companies as of the Effective Date (the “Effective Date GLGTCO Financial Statements”), a consolidated balance sheet of GLGTLP as of the Effective Date (the “Effective Date GLGTLP Financial Statements”, and collectively with the Effective Date GLGTCO Financial Statements, the “"Effective Date Financial Statements”), in each case ") prepared in accordance with U.S. GAAP applied on substantially the same basis as the balance sheet included in the GL Combined Financial Statements have been prepared (except that the Effective Date Financial Statements shall be prepared using actual volumes and revenues as would be available at least 30 days after the Effective Date and based on other best available information through the period ending upon the date the same is delivered to Seller), and (ii) a statement of Buyers Buyer (the “"Adjustment Statement”") showing in reasonable detail their its calculation of the LP Adjustment Amount (using as the Settlement Amount the amount stipulated in Section 4(b) of ------------ the Termination and the Corp Adjustment Amount, together with supporting work papersAssignment Agreement). Seller agrees, at no cost to BuyersBuyer, to give Buyers Buyer and their its authorized representatives reasonable access to such employees, offices, and other facilities and such books and records of the Seller and its Affiliates as are reasonably necessary to allow Buyers Buyer and their its authorized representatives to prepare the Effective Date Financial Statements, the LP Adjustment Amount Statements and the Corp Adjustment Amount in compliance with this Section 2.5. BuyersBuyer, at no cost to ----------- Seller, shall give representatives of Seller reasonable access to the Acquired Companies’ its premises, employees, employees and other facilities and to its and the Acquired Companies’ ' books and records as are reasonably necessary for purposes of reviewing, verifying, and auditing the calculations contained in the Effective Date Financial Statements and the Adjustment StatementAmount.

Effective Date Financial Statements and Adjustment Amount. As promptly as practicable after the Closing Date, and in any event not later than 90 days after the Closing Date, Buyers Buyer shall prepare and deliver to Seller Sellers (i) a consolidated combined balance sheet of GLGTCO the Acquired Companies as of the Effective Date (the “Effective Date GLGTCO Pro Forma Financial Statements”), a consolidated balance sheet of GLGTLP as of the Effective Date (the “Effective Date GLGTLP Financial Statements”, and collectively with the Effective Date GLGTCO Financial Statements, the “Effective Date Financial Statements”), in each case ) prepared in accordance with U.S. GAAP applied on the same basis as the balance sheet included in the GL Pro Forma Combined Financial Statements have been prepared prepared, including giving pro forma effect to the actions specified in the first sentence of Section 4.7(b) (except that the Effective Date Pro Forma Financial Statements shall be prepared using actual volumes and revenues and based on other best available information through the period ending upon the date the same is delivered to SellerSellers), and (ii) a statement of Buyers Buyer (the “Adjustment Statement”) showing in reasonable detail their its calculation of the LP Adjustment Amount and the Corp Adjustment Amount, together with supporting work papers. Seller agreesSellers agree, at no cost to BuyersBuyer, to give Buyers Buyer and their its authorized representatives reasonable access to such employees, offices, and other facilities and such books and records of Seller Sellers and its their Affiliates as are reasonably necessary to allow Buyers Buyer and their its authorized representatives to prepare the Effective Date Pro Forma Financial Statements, the LP Adjustment Amount Statements and the Corp Adjustment Amount in compliance with this Section 2.5. BuyersBuyer, at no cost to SellerSellers, shall give representatives of Seller Sellers reasonable access to its and the Acquired Companies’ premises, employeesEmployees, and other facilities and to its and the Acquired Companies’ books and records as are reasonably necessary for purposes of reviewing, verifying, and auditing the calculations contained in the Effective Date Pro Forma Financial Statements and the Adjustment Statement.