Common use of Interim Closing Statement and Post-Closing Adjustment Clause in Contracts

Interim Closing Statement and Post-Closing Adjustment. (i) At least five (5) business days prior to the Closing Date, the Seller shall cause to be prepared and delivered to the Buyer a statement (the “Interim Closing Statement”) setting forth the Seller’s good faith estimate of the Purchase Price, including a schedule of Product Inventory valuation, Working Capital, Purchase Price Increases and Purchase Price Decreases, in each case of the Acquired Companies, and any other reasonable detail. As soon as practicable, but in any event no later than one hundred twenty (120) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller (i) a good faith statement, including reasonable detail, of the actual Purchase Price (such statement, as it may be adjusted pursuant to Section 2(e)(ii), the “Closing Statement”), including a schedule of Product Inventory valuation, Working Capital, Purchase Price Increases and Purchase Price Decreases, in each case of the Acquired Companies, and any other reasonable detail. In connection with the preparation of the Closing Statement, the Seller shall measure the Product Inventory quantities in its control as of the Effective Time, and the Buyer’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, such measurement and to have reasonable access to documentation of Product Inventory positions prepared by the Seller and other Persons (to the extent the Seller has the Legal Right or other legal authority and right to access such Person’s documentation). In the event that all actual Product Inventory quantities are not known prior to Closing, the Seller shall make a good faith estimate of the Product Inventory quantities and the related Product Inventory Value Amount, which information shall be attached to the Interim Closing Statement. By way of example, Schedule 2(e) is a hypothetical Interim Closing Statement that assumes the Closing occurred on March 31, 2005.

Interim Closing Statement and Post-Closing Adjustment. (i) At least five (5) business days prior to the Closing Date, the Seller shall cause to be prepared and delivered to the Buyer a statement (the “Interim Closing Statement”) setting forth the Seller’s good faith estimate of the Purchase Price, including a schedule of the estimated Product Inventory valuation, Working Capital, Purchase Price Increases and Purchase Price Decreases, in each case of the Acquired Companies, and any other reasonable detail. As soon as practicable, but in any event no later than one hundred twenty (120) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller (i) a good faith statement, including reasonable detail, of the actual Purchase Price (such statement, as it may be adjusted pursuant to Section 2(e)(ii), the “Closing Statement”), including a schedule of Product Inventory valuation, Working Capital, Purchase Price Increases and Purchase Price Decreases, in each case of the Acquired Companies, and any other reasonable detail. In connection with the preparation of the Closing Statement, the Seller shall measure the Product Inventory quantities in its control as of the Effective Time, and the Buyer’s representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, such measurement and to have reasonable access to documentation of Product Inventory positions prepared by the Seller and other Persons (to the extent the Seller has the Legal Right or other legal authority and right to access such Person’s documentation). In the event that all actual Product Inventory quantities are not known prior to Closing, the Seller shall make a good faith estimate of the Product Inventory quantities and the related Product Inventory Value Amount, which information shall be attached to the Interim Closing Statement. By way of example, Schedule 2(e) is a hypothetical Interim Closing Statement that assumes the Closing occurred on March 31, 2005.

Interim Closing Statement and Post-Closing Adjustment. (i) At least five (5) business days prior to the Closing Date, the Seller shall cause to be prepared and delivered to the Buyer a statement (the “Interim Closing Statement”"INTERIM CLOSING STATEMENT") setting forth the Seller’s 's good faith estimate of the Purchase Price, including a schedule of Product Inventory valuation, Working Capital, Purchase Price Increases and Purchase Price Decreases, in each case of the Acquired Companies, and any other reasonable detail. As soon as practicable, but in any event no later than one hundred twenty (120) days following the Closing Date, the Buyer shall cause to be prepared and delivered to the Seller (i) a good faith statement, including reasonable detail, of the actual Purchase Price (such statement, as it may be adjusted pursuant to Section 2(e)(ii), the “Closing Statement”"CLOSING STATEMENT"), including a schedule of Product Inventory valuation, Working Capital, Purchase Price Increases and Purchase Price Decreases, in each case of the Acquired Companies, and any other reasonable detail. In connection with the preparation of the Interim Closing Statement, the Seller shall measure the Product Inventory quantities in its control as of the Effective Time, and the Buyer’s 's representatives shall be given reasonable advance notice of, and shall be permitted to attend and observe, such measurement and to have reasonable access to documentation of Product Inventory positions prepared by the Seller and other Persons (to the extent the Seller has the Legal Right or other legal authority and right to access such Person’s documentation)Persons. In the event that all actual Product Inventory quantities are not known prior to Closing, the Seller shall make a good faith estimate of the Product Inventory quantities and the related Product Inventory Value Amount, which information shall be attached to the Interim Closing Statement. By way of example, Schedule 2(e) is a hypothetical Interim Closing Statement that assumes the Closing occurred on March 31, 2005.