Common use of Post-Closing Adjustment to Purchase Price Clause in Contracts

Post-Closing Adjustment to Purchase Price. (i)As promptly as practicable, but in no event later than seventy-five (75) days following the Closing Date, Buyer shall in good faith prepare and deliver to the Seller Representative a statement (the “Closing Date Schedule”) setting forth in reasonable detail (x) a consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and (y) Buyer’s calculation of, in each case as of the Adjustment Time, Company Debt, Closing Cash and ​ ​ ​ Seller Transaction Expenses. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or Liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Closing Cash, Company Debt and Seller Transaction Expenses), and (ii) any of the plans, transactions, or changes which the Buyer initiates or makes or causes to be initiated or made after the Closing with respect to the Company or its business or assets. Following the Closing, the Buyer shall provide the Seller Representative and its representatives timely reasonable access, during normal business hours and upon reasonable notice, to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company relating to the preparation of the Closing Date Schedule and shall cause the personnel of the Company to cooperate with the Seller Representative in connection with its review of the Closing Date Schedule.

Post-Closing Adjustment to Purchase Price. (i)As i) As promptly as practicable, but in no event later than seventy-five the longer of (75a) 90 days following the Closing DateDate or (b) ten (10) Business Days following completion and reconciliation of all physical inventories, Buyer shall prepare in good faith prepare and deliver to the Seller Representative Spence a statement (the “Closing Date ScheduleScxxxxxx”) ), setting forth in reasonable detail (x) a consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and (y) Buyer’s calculation of, in each case as of the Adjustment Time, Company DebtClosing Indebtedness, Closing Cash and ​ ​ ​ Cash, Seller Transaction Expenses, and Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule and GAAP, provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail), and (y) Buyer’s proposed calculation of the Final Adjusted Purchase Price. The Closing Date Schedule will (1) entirely disregard (i) any and all purchase accounting effects on the assets or Liabilities liabilities of the Company Sellers as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, Closing Cash, Company Debt Closing Indebtedness and Seller Transaction Expenses), and (ii2) entirely disregard any of the plans, transactions, or changes which the Buyer initiates intends to initiate or makes make or causes cause to be initiated or made after the Closing with respect to the Company Business or its their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities and (3) be based on facts and circumstances as they exist prior to the Adjustment Time and shall entirely disregard any change in Legal Requirements or GAAP (or interpretation or enforcement thereof) or any other act, decision or event occurring on or after the Closing. Following the Closing, the Buyer shall provide the Seller Representative Spence and its representatives Representatives timely reasonable access, during normal business hours and upon reasonable notice, rexxxxxxle access to the records, properties, personnel work papers and (subject to the execution of customary work paper access letters if requested) auditors of the Company relating to supporting documentation used by Buyer in the preparation of the Closing Date Schedule and shall cause the personnel of the Company Business to cooperate with the Seller Representative Sellers in connection with its review of the Closing Date Schedule. Within ninety (90) days of the Closing Date, the parties will conduct a physical review of all inventory of the Business as of the Closing Date in all locations at which inventory is located. Any discrepancies between the physical count and the accounting records will be assumed to have existed at the Adjustment Time unless evidence can be provided that the discrepancy occurred after the Adjustment Time. The physical inventory for the Nicholson Steam Trap product line will oxxxx xxxx receipt of such inventory in the Walden Facility.

Post-Closing Adjustment to Purchase Price. (i)As i) As promptly as practicable, but in no event later than seventy-five (75) 90 days following the Closing Date, Buyer shall in good faith (A) prepare and deliver to the Seller Representative a statement (the “Closing Date Schedule”) setting forth in reasonable detail (x) a consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and (y) Buyer’s calculation of, in each case as of the Adjustment Time, Company Debt, Closing Cash and ​ ​ ​ Cash, Seller Transaction ExpensesExpenses and Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto and GAAP (subject to the Working Capital GAAP Exception)), and (y) Buyer’s proposed Working Capital Deficiency (if any) or proposed Working Capital Surplus (if any), and (B) deliver to the Seller Representative the Closing Date Schedule, together with a certificate of Buyer confirming that the Closing Date Schedule was properly prepared in good faith and in accordance with the Working Capital Schedule attached hereto and GAAP (subject to the Working Capital GAAP Exception), using the policies, conventions, methodologies and procedures used by the Company in preparing the unaudited Interim Financial Statements. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or Liabilities liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, Closing Cash, Company Debt and Seller Transaction Expenses), ) and (ii) any of the plans, transactions, transactions or changes which the Buyer initiates intends to initiate or makes make or causes cause to be initiated or made after the Closing with respect to the Company or its their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities. Following the Closing, the Buyer shall provide the Seller Representative and its representatives timely Representatives reasonable access, during normal business hours and upon reasonable notice, access to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company Members relating to the preparation of the Closing Date Schedule and shall cause the personnel of the Company Members to reasonably cooperate during normal working hours with the Seller Representative in connection with its review of the Closing Date Schedule.

Post-Closing Adjustment to Purchase Price. (i)As i) As promptly as practicable, but in no event later than seventy-five ninety (7590) days following the Closing Date, Buyer shall in good faith (A) prepare and deliver to the Seller Representative a statement (the “Closing Date Schedule”) setting forth in reasonable detail (x) a consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s estimate calculation of the same balance sheet items of the Company as included on the Estimated Debt, Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date Cash, Seller Transaction Expenses and Working Capital (the “Closing Balance SheetWorking Capital”) prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistency, (y) Buyer’s proposed Working Capital Deficiency (if any) or proposed Working Capital Surplus (if any), and (z) Buyer’s calculation of, in each case as of the Adjustment TimeAdjusted Purchase Price based on the foregoing, Company Debtand (B) deliver to the Seller Representative the Closing Date Schedule, together with written confirmation by Buyer that the Closing Cash Date Schedule was prepared in good faith in accordance with this Agreement, the Working Capital Schedule attached hereto and ​ ​ ​ Seller Transaction Expensesthe Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistency. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or Liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by the Buyer or its Affiliates or any other transaction entered into by the Buyer or its Affiliates in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, Closing Cash, Company Debt and Seller Transaction ExpensesExpenses or otherwise contemplated hereby), and (ii) any of the plans, transactions, or changes which the Buyer initiates intends to initiate or makes make or causes cause to be initiated or made after the Closing with respect to the Company or its business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or Liabilities. Following Buyer’s delivery of the ClosingClosing Date Schedule pursuant to this Section 2.2(d)(i), the Buyer shall provide the Seller Representative and its representatives Representatives timely reasonable access, during normal business hours hours, in such a manner as to not unreasonably interfere with the normal operation of Buyer and upon reasonable noticeits subsidiaries (including the Company), to the records, properties, management personnel involved in the preparation of the Closing Date Schedule and (subject to the execution of customary work paper access letters if requested) auditors of the Company to the extent reasonably relating to the preparation of and reasonably necessary for the Seller Representative’s review of the Closing Date Schedule and shall cause the management personnel of the Company involved in the preparation of the Closing Date Schedule to reasonably cooperate with the Seller Representative in connection with its review of the Closing Date Schedule.

Post-Closing Adjustment to Purchase Price. (i)As i) As promptly as practicable, but in no event later than seventy-five (75) 90 days following the Closing Date, Buyer shall in good faith (A) prepare and deliver to the Seller Representative Parent a statement (the “Closing Date Schedule”) ), setting forth in reasonable detail (x) a consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and (y) Buyer’s calculation of, in each case as of the Adjustment Time, Company DebtClosing Indebtedness, Closing Cash and ​ ​ ​ Cash, Seller Transaction Expenses, and Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule and GAAP, provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail), and (y) Buyer’s proposed calculation of the Final Adjusted Purchase Price, and (B) deliver to Parent the Closing Date Schedule, together with a certificate of Buyer executed on its behalf by an officer of Buyer confirming that the Closing Date Schedule was properly prepared in good faith and in accordance with the Working Capital Schedule and GAAP; provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail. The Closing Date Schedule will (x) entirely disregard (i) any and all purchase accounting effects on the assets or Liabilities liabilities of the Acquired Company Members as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, Closing Cash, Company Debt Closing Indebtedness and Seller Transaction Expenses), and (iiy) entirely disregard any of the plans, transactions, or changes which the that Buyer initiates intends to initiate or makes make or causes cause to be initiated or made after the Closing with respect to the any Acquired Company Member or its their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities, and (z) be based on facts and circumstances as they exist prior to the Closing and shall entirely disregard any change in Legal Requirements or GAAP or any other act, decision or event occurring on or after the Closing. Following the Closing, the Buyer shall, and shall cause each Acquired Company Member to, provide the Seller Representative Parent and its representatives Representatives timely reasonable access, during normal business hours and upon reasonable notice, access to the records, work papers, supporting documentation, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Acquired Company Members relating to the preparation of the Closing Date Schedule and shall cause the personnel of the Acquired Company Members to reasonably cooperate with the Seller Representative Parent in connection with its review of the Closing Date Schedule. In the event that Buyer and the Acquired Company Members fail to provide such access as reasonably determined by Parent, the time periods in respect of Parent’s obligations set forth in Section 2.2(f)(ii) shall be extended by the length of time it takes Buyer and the Acquired Company Members to provide such reasonable access.

Post-Closing Adjustment to Purchase Price. (i)As i) As promptly as practicable, but in no event later than seventy-five sixty (7560) days following the Closing Date, Buyer shall in good faith prepare and deliver to the Seller Sellers’ Representative a statement (the “Closing Date Schedule”) setting forth in reasonable detail (x) a consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s estimate good faith calculation of (A) Company Debt, together with a description and the same balance sheet items amount of each element thereof; (B) Closing Cash, together with a description and the Company as included on amount of each element thereof; (C) Sellers Transaction Expenses, together with a description and the Estimated Closing Balance Sheet but adjusted to take into account the final balances as amount of the close of business on the day immediately prior to the Closing Date each element thereof; and (D) Working Capital (the “Closing Balance SheetWorking Capital”) (prepared in accordance with the Working Capital Schedule attached hereto as Exhibit C). If Bxxxx fails to deliver the Closing Date Schedule to the Sellers’ Representative within such sixty (60) day period, the Initial Closing Statement shall be deemed final, conclusive and (y) Buyer’s calculation of, in each case as binding on all of the Adjustment Time, Company Debt, Closing Cash and ​ ​ ​ Seller Transaction Expensesparties hereto. The Closing Date Schedule will entirely disregard (i) any and all purchase accounting effects on the assets or Liabilities liabilities of the Company as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, Closing Cash, Company Debt and Seller Sellers Transaction Expenses), and (ii) any of the plans, transactions, or changes which the Buyer initiates intends to initiate or makes make or causes cause to be initiated or made after the Closing with respect to the Company or its business or assets. Following the Closing, the Buyer shall provide the Seller Sellers’ Representative and its representatives Representatives timely reasonable access, during normal business hours and upon reasonable notice, access to the records, properties, properties and personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company Members and Buyer relating to the preparation of the Closing Date Schedule and shall cause the personnel of the Company to cooperate with the Seller Representative in connection with its review of the Closing Date Schedule.

Post-Closing Adjustment to Purchase Price. (i)As i) As promptly as practicable, but in no event later than seventy-five the longer of (75a) 90 days following the Closing DateDate or (b) ten (10) Business Days following completion and reconciliation of all physical inventories, Buyer shall prepare in good faith prepare and deliver to the Seller Representative Xxxxxx a statement (the “Closing Date Schedule”) ), setting forth in reasonable detail (x) a consolidated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon Buyer’s estimate of the same balance sheet items of the Company as included on the Estimated Closing Balance Sheet but adjusted to take into account the final balances as of the close of business on the day immediately prior to the Closing Date (the “Closing Balance Sheet”) and (y) Buyer’s calculation of, in each case as of the Adjustment Time, Company DebtClosing Indebtedness, Closing Cash and ​ ​ ​ Cash, Seller Transaction Expenses, and Working Capital (the “Closing Working Capital”) (prepared in accordance with the Working Capital Schedule and GAAP, provided that in the event of a conflict between the Working Capital Schedule and GAAP, the Working Capital Schedule shall prevail), and (y) Buyer’s proposed calculation of the Final Adjusted Purchase Price. The Closing Date Schedule will (1) entirely disregard (i) any and all purchase accounting effects on the assets or Liabilities liabilities of the Company Sellers as a result of the transactions contemplated hereby or of any financing or refinancing arrangements entered into at any time by the Buyer or any other transaction entered into by the Buyer in connection with the consummation of the transactions contemplated hereby (except to the extent set forth in the definitions of the terms Working Capital, Closing Cash, Company Debt Closing Indebtedness and Seller Transaction Expenses), and (ii2) entirely disregard any of the plans, transactions, or changes which the Buyer initiates intends to initiate or makes make or causes cause to be initiated or made after the Closing with respect to the Company Business or its their business or assets, or any facts or circumstances that are unique or particular to Buyer or any of its assets or liabilities and (3) be based on facts and circumstances as they exist prior to the Adjustment Time and shall entirely disregard any change in Legal Requirements or GAAP (or interpretation or enforcement thereof) or any other act, decision or event occurring on or after the Closing. Following the Closing, the Buyer shall provide the Seller Representative Xxxxxx and its representatives Representatives timely reasonable access, during normal business hours and upon reasonable notice, access to the records, properties, personnel work papers and (subject to the execution of customary work paper access letters if requested) auditors of the Company relating to supporting documentation used by Buyer in the preparation of the Closing Date Schedule and shall cause the personnel of the Company Business to cooperate with the Seller Representative Sellers in connection with its review of the Closing Date Schedule.. Within ninety (90) days of the Closing Date, the parties will conduct a physical review of all inventory of the Business as of the Closing Date in all locations at which inventory is located. Any discrepancies between the physical count and the accounting records will be assumed to have existed at the Adjustment Time unless evidence can be provided that the discrepancy occurred after the Adjustment Time. The physical inventory for the Xxxxxxxxx Steam Trap product line will occur upon receipt of such inventory in the Xxxxxx Facility. 18 (ii) The Sellers may dispute any amounts reflected on the Closing Date Schedule by notifying Buyer in writing of each disputed item, specifying the amount thereof in dispute and setting forth, in reasonable detail, the basis for such dispute, within 30 days of Buyer’s delivery to Xxxxxx of the Closing Date Schedule. If the Sellers deliver a notice of disagreement within such 30 day period, the Sellers and Buyer shall, during the 30 days following such delivery (or such longer period as they may mutually agree), each use reasonable best efforts to reach agreement on the disputed items or amounts in order to finally determine the amounts set forth on the Closing Date Schedule. If Xxxxxx and Buyer are unable to reach agreement concerning any items on the Closing Date Schedule during such 30 day period, they shall promptly thereafter submit the dispute to the Accounting Arbitrator for resolution pursuant to Section 2.3(e). (iii) The amounts set forth on the Closing Date Schedule shall be deemed conclusively determined for purposes of this Agreement upon the earlier to occur of (A) the failure of the Sellers to notify Buyer of a dispute within 30 days of Buyer’s delivery of the Closing Date Schedule as set forth in Section 2.3(d)(ii) above, (B) the mutual written resolution of all disputes pursuant to Section 2.3(d)(ii) by Buyer and Xxxxxx, and (C) the resolution of all disputes by the Accounting Arbitrator pursuant to Section 2.3(e). (e)