Net Working Capital; Post-Closing Adjustment Clause Samples

Net Working Capital; Post-Closing Adjustment. (a) Not less than five (5) Business Days prior to the Closing Date, Sellers shall deliver to Buyer a balance sheet for the Business as of the close of business on the last day of the calendar month immediately preceding the date of delivery of such balance sheet (the “Preliminary Balance Sheet”). The Preliminary Balance Sheet shall be prepared in accordance with GAAP consistent with Sellers’ past historical practices and shall contain a calculation of the Estimated Net Working Capital. In conjunction with delivering the Preliminary Balance Sheet, Sellers shall also deliver to Buyer such work papers, schedules and detail reports that support the balance sheet accounts and the calculation of the Estimated Net Working Capital set forth in the Preliminary Balance Sheet. Sellers shall, upon delivery of such Preliminary Balance Sheet, permit Buyer and its representatives access to the accounting records and accountant work papers (if any) used in connection with the preparation of the Preliminary Balance Sheet and the calculation of the Estimated Net Working Capital set forth therein. (b) Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers a balance sheet of the Business as of the Effective Time (the “Closing Balance Sheet”). The Closing Balance Sheet shall be prepared in accordance with GAAP and shall contain a calculation of the Net Working Capital. In conjunction with delivering the Closing Balance Sheet, Buyer shall also deliver to Sellers such work papers, schedules and detail reports that support the balance sheet accounts and the calculation of Net Working Capital set forth in the Closing Balance Sheet. Buyer shall, following such delivery and at the request of Sellers, permit Sellers and their representatives access to the accounting records and accountant work papers (if any) used in connection with the preparation of the Closing Balance Sheet and the calculation of the Net Working Capital set forth therein. (c) Within sixty (60) days after the date the Closing Balance Sheet is delivered to Sellers, Sellers shall complete their examination of the Closing Balance Sheet and the calculation of Net Working Capital set forth therein and shall deliver to Buyer either (i) the written acknowledgement of their acceptance of the Closing Balance Sheet and the calculation of Net Working Capital set forth therein or (ii) a written report setting forth any proposed adjustments to the Closing Balance Sheet and/or the calculation ...