Post-Closing Date Purchase Price Adjustments. As promptly as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall cause to be prepared and delivered to the Seller Representative a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and reasonably detailed calculations demonstrating each component thereof, including the aggregate amount of the Cash and Cash Equivalents of Panadero Corp and its Subsidiaries, the aggregate amount of the Indebtedness of Panadero Corp and its Subsidiaries, Net Working Capital, and Transaction Expenses. In furtherance thereof, no earlier than ten (10) Business Days prior to the Closing Date and no later than ten (10) Business Days after the Closing Date, Buyer shall conduct a physical inventory of the Inventory utilizing an independent third party surveyor experienced in surveying materials such as the Inventory and mutually agreeable to the Seller Representative and Buyer, which physical inventory may be observed by one or more representatives of Buyer and the Seller Representative. Within ten (10) Business Days after the taking of such physical inventory, Buyer shall deliver to the Seller Representative a written calculation of the determination of the Inventory amount based on such physical inspection with the third party surveyor and an account of such Inventory setting forth the quantity and value of such Inventory taking into account any additions to or reductions in Inventory following the Closing and delivered with reasonable supporting documentation, including a copy of such third party surveyor’s report. The value of each item of Inventory for the purpose of Net Working Capital and the Closing Statement shall be equal to the Inventory amounts and costs thereof calculated in accordance with this Section 1.6(b) and Schedule 1.6(b), and reflecting the application of the definitions in this Agreement. The Closing Statement shall (i) be prepared based upon the books and records of Panadero Corp and its Subsidiaries, subject to the foregoing with respect to Inventory, in accordance with the definitions as provided in this Agreement and the Accounting Methodology and (ii) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The post‑Closing purchase price adjustment as set forth in this Section 1.6(b) is not intended to permit the introduction of dif...
Post-Closing Date Purchase Price Adjustments. As promptly as practicable, but no later than ninety (90) days after the Closing Date, Buyer shall cause to be prepared (with assistance from Seller, as reasonably requested and upon reasonable notice) and delivered to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and reasonably detailed supporting papers and calculations demonstrating each component thereof, including Cash and Cash Equivalents, Indebtedness, Net Working Capital, Transaction Expenses and Adjustment Amount. The Closing Statement shall (i) be prepared based upon the books and records of the Company and its Subsidiaries in accordance with the definitions as provided in this Agreement and the Accounting Methodology, and shall be accompanied with all supporting schedules on which such estimates are based or from which they are derived, and (ii) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The post-Closing purchase price adjustment as set forth in this Section 1.6(b) is not intended to permit the introduction of different accounting methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements (including any of the foregoing as they relate to the nature of accounts, calculation of levels of reserves or levels of accruals) from the Accounting Methodology or the accounts used and included in determining the amount of the Target Net Working Capital.
Post-Closing Date Purchase Price Adjustments. Within forty-five (45) days after the Closing, Purchaser shall cause to be prepared and delivered to the Company a statement (the “Closing Statement”) setting forth Purchaser’s calculation of Purchased Cash and in reasonable detail demonstrating each component thereof (i.e., Purchaser’s calculation of the Cash Adjustment, Purchaser’s calculation of the Agreed Capital Expenditures and Purchaser’s calculation of the Cash Flow Adjustment). The Closing Statement shall be prepared in accordance with GAAP applied using the same accounting methods, practices and principles used in the preparation of the Audited Financial Statements to the extent consistent with GAAP. Each of the Company and Purchaser shall, and shall cause its respective Subsidiaries and representatives to, cooperate and assist in the preparation of the Closing Statement and the calculation of the final Agreed Capital Expenditures, the final Cash Flow Adjustment, and the Final Cash Adjustment and, if applicable, in the conduct of any dispute resolution process pursuant to Section 1.4(c), including making available, to the extent necessary, books, records, work papers and appropriate personnel.
Post-Closing Date Purchase Price Adjustments. As promptly as practicable, but no later than one hundred twenty (120) days after the Closing, Parent shall cause to be prepared and delivered to the Sellers’ Representative a statement (the “Closing Statement”) setting forth Parent’s calculation of the Purchase Price and reasonably detailed calculations demonstrating each component thereof, including the Base Purchase Price, Entities’ Indebtedness, Net Working Capital and Transaction Expenses.
Post-Closing Date Purchase Price Adjustments. As promptly as practicable, but no later than ninety (90) days after the Closing Date, Buyer shall cause to be prepared and delivered to Seller a statement (the “Closing Statement”) setting forth Buyer’s good faith calculation of the Purchase Price and reasonably detailed calculations demonstrating each component thereof, including the aggregate amount of the Cash and Cash Equivalents of the Company, the aggregate amount of the Indebtedness of the Company, Net Working Capital, Transaction Expenses and Audit Expenses. The Closing Statement shall (i) be prepared based upon the books and records of the Company in accordance with the definitions as provided in this Agreement and the Accounting Methodology and (ii) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The post-Closing purchase price adjustment as set forth in this Section 1.6(b) is not intended to permit the introduction of different accounting methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, principles, judgments, assumptions, techniques or estimation methods with respect to financial statements (including any of the foregoing as they relate to the nature of accounts, calculation of levels of reserves or levels of accruals) from the Accounting Methodology. Notwithstanding anything else in this Agreement to the contrary, to the extent that the Closing Statement corrects a manifest mathematical error that was utilized in the determination of Target Net Working Capital, then the Target Net Working Capital shall be reduced or increased as a result of such error, as appropriate, to reflect such error.
