Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (i) Within 90 days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) prepared in accordance with Schedule 2.3(a).

Post-Closing Adjustment. (i) Within 90 one hundred twenty (120) days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative (A) a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein)Cash on Hand, a calculation of Closing Working Capital Indebtedness and Closing Transaction Expenses (the “Closing Working Capital Adjustment Statement”) and (B) a certificate of an officer of Buyer that the Adjustment Statement was prepared in accordance with Schedule 2.3(a)the Agreed Accounting Principles.

Post-Closing Adjustment. (i) Within 90 days after the Closing Date, Buyer Purchaser shall prepare and deliver to the SellersVendors’ Representative a written statement in accordance with this Agreement including the Working Capital Principles (the “Post-Closing Statement”) setting forth its calculation of Closing Working Capitalin reasonable detail Purchaser’s calculation, which statement shall contain a balance sheet of the Company in each case as of the Closing Date (without giving effect to Date, of the transactions contemplated herein), a calculation of Closing actual Net Working Capital (the “Closing Actual Working Capital”) and its calculation of the Actual Working Capital Statement”) prepared in accordance Adjustment derived therefrom, together with Schedule 2.3(a)appropriate supporting schedules, calculations and documentation.

Post-Closing Adjustment. (i) Within 90 ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative Seller (A) a statement setting forth its Buyer’s calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein)Cash on Hand, a calculation of Closing Working Capital Indebtedness and Closing Transaction Expenses (the “Closing Working Capital Adjustment Statement”) and (B) a certificate of an officer of Buyer that the Adjustment Statement was prepared in accordance with Schedule 2.3(a)the Agreed Accounting Principles.

Post-Closing Adjustment. Within thirty (i30) Within 90 days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative Seller a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) prepared using the same principles, policies and practices which were used in accordance with Schedule 2.3(athe Balance Sheet. The post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Target Working Capital (the “Post-Closing Adjustment”).

Post-Closing Adjustment. (i) Within 90 sixty (60) days after the Closing Date, Buyer Purchaser shall prepare and deliver to the Sellers’ Representative Company a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) prepared in accordance with Schedule 2.3(a). (ii) The post-closing adjustment shall be an amount equal to the Closing Working Capital minus the Estimated Working Capital (the “Post-Closing Adjustment”).

Post-Closing Adjustment. (i) Within 90 sixty (60) days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative Seller (A) a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet be substantially in the form of Section 2.06(b)(i) of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital Disclosure Schedules (the “Closing Working Capital Statement”), and (B) a certificate of the Chief Financial Officer of Buyer that the Closing Working Capital Statement was prepared in accordance with Schedule 2.3(a)Section 2.06(b)(i) of the Disclosure Schedules.

Post-Closing Adjustment. (ia) Within 90 ninety (90) days after the Closing Date, Buyer shall prepare and will deliver to Seller a preliminary closing statement (the Sellers’ Representative a statement “Preliminary Closing Statement”) setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet the Buyer’s good faith estimate of the Company Working Capital of the Provider Companies, together with supporting records as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Date Working Capital StatementCapital”) ). This calculation shall be prepared in accordance with the example in Schedule 2.3(a).2.4(a) and based on:

Post-Closing Adjustment. (ia) Within 90 thirty (30) days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative Seller a statement setting forth its calculation of the Closing Net Working CapitalCapital and the Post-Closing Adjustment Amount, which statement and amount shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital be calculated in accordance with Exhibit C (the “"Closing Working Capital Statement”) prepared in accordance "), along with Schedule 2.3(a)all supporting data, measurements, valuations and calculations related thereto.

Post-Closing Adjustment. (i1) Within 90 At least three (3) business days after before the Closing DateClosing, Buyer the Sellers shall prepare and deliver to the Sellers’ Representative Buyer a statement setting forth its calculation good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain a an estimated balance sheet of the Company Sellers as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) prepared in accordance with Schedule 2.3(a).transactions

Post-Closing Adjustment. (i) Within 90 seventy-five (75) days after the Closing Date, Buyer shall prepare and deliver to Sellers Representative, on behalf of Sellers, (A) a statement, in the Sellers’ Representative a statement form and consistent with the methodology used to prepare the Interim Balance Sheet and the binding example in Section 1.06 of the Disclosure Schedules, setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company Capital as of close of business on the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement”) prepared true and correct in accordance with Schedule 2.3(a)all material respects.

Post-Closing Adjustment. Within seventy-five (i75) Within 90 days after the Closing Date, Buyer Purchaser shall prepare and deliver to the Sellers’ Representative Seller a statement setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of actual Closing Working Capital (the “Closing Working Capital Statement”) prepared in accordance with Schedule 2.3(a). The post- closing adjustment shall be an amount equal to the actual Closing Working Capital minus the Estimated Closing Working Capital (“Post-Closing Adjustment”).

Post-Closing Adjustment. (i) Within 90 ninety (90) days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative Seller a statement setting forth its good faith calculation of the Post-Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Adjustment and Closing Working Capital (the “Closing Working Capital Statement”) prepared in accordance with Schedule 2.3(a).

Post-Closing Adjustment. (i) Within 90 days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative Seller a statement setting forth its calculation of Closing Indebtedness and Closing Working Capital, which statement shall contain a balance sheet of the Company Business as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital ) (the “Closing Working Capital Statement”) ), prepared in accordance with the methodologies set forth on Schedule 2.3(a2(i) (the “Working Capital Methodologies”).

Post-Closing Adjustment. (ia) Within 90 sixty (60) days after the Closing Date, Buyer the Purchaser shall prepare and deliver to the Sellers’ Representative Sole Member a statement setting forth its calculation of the Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), the Closing Adjustment, the Unpaid Transaction Expenses and the Closing Date Indebtedness, and a calculation of Closing Working Capital the Final Purchase Price based on such amounts (the “"Closing Working Capital Statement”) prepared in accordance with Schedule 2.3(a").

Post-Closing Adjustment. (i) Within 90 days 75 Business Days after the Closing Date, Buyer shall prepare and deliver to the Sellers’ Representative Sellers a statement setting forth its calculation of Closing Working Capital, which statement and calculation shall contain a balance sheet be substantially in the form of Section 2.6(a)(i) of the Company as Disclosure Schedules and in accordance with the accounting principles and any methods of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital adjustments reflected therein (the “Closing Working Capital Statement”) prepared and otherwise in accordance with Schedule 2.3(a)GAAP.