Common use of Post-Closing Date Purchase Price Adjustments Clause in Contracts

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 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. 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 Xxxxx 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 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. As promptly as practicable, but no later than sixty (60) 90 days after the Closing Date, Buyer shall cause to be prepared in a manner consistent with the Accounting Methodology 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 SubsidiariesCash, the aggregate amount of the Indebtedness of Panadero Corp and its SubsidiariesAssumed Indebtedness, Net Working Capital, Capital and Transaction ExpensesChange in Control Payments. In furtherance thereof, A physical inventory shall be conducted by Seller no earlier than ten (10) Business Days three days prior to the Closing Date and no later than ten (10) Business Days after for the purpose of preparing the Closing DateStatement, Buyer shall conduct a physical inventory and each of the Inventory utilizing an independent third party surveyor experienced in surveying materials such as the Inventory Seller and mutually agreeable to the Seller Representative and Buyer, which physical inventory may be observed by one or more representatives of Buyer and their respective Representatives shall have the Seller Representative. Within ten (10) Business Days after right to observe the taking of such physical inventory. Upon completion of such physical count, the Representatives of each of Seller and Buyer shall deliver to agree upon and execute a statement setting forth either (i) the Seller Representative a written calculation final physical count of the determination inventory in the event that the Representatives agree on such final physical count or (ii) the final physical count of the inventory of each of Seller and Buyer in the event that the Representatives were unable to resolve in good faith any disputes during the physical inventory count, noting such items of dispute (the “Disputed Inventory amount based on Items”) therein. In the event that there are any Disputed Inventory Items, such physical inspection with the third party surveyor and an account of such Disputed Inventory setting forth the quantity and value of such Inventory taking into account any additions to or reductions in Inventory Items shall be resolved following the Closing pursuant to the dispute resolution procedures set forth in Section 2.5(c) and delivered with reasonable supporting documentationthe final physical count agreed to by the parties or resolved pursuant to Section 2.5 shall be final and binding on the parties, including a copy for purposes of determining Final Working Capital. Any costs or expenses incurred by Seller in connection with such third party surveyor’s report. The value taking of each item of Inventory for the purpose of Net Working Capital and the Closing Statement physical inventory shall be equal to borne by Seller (other than the Inventory amounts and costs thereof calculated of Buyer’s Representatives’ participation in accordance with this Section 1.6(b) and Schedule 1.6(bsuch physical inventory count), 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, Business in accordance with the definitions as provided in this Agreement and in accordance with the Accounting Methodology Methodology. Until the Final Working Capital is determined in accordance with the terms hereof, Buyer shall, and shall cause its Affiliates to, provide Seller and its personnel and Representatives with reasonable access to the premises, personnel, Representatives, books and records of Buyer and the Business (iisubject, in the case of Buyer’s accountants, to the execution of customary work paper access letters if requested) not include any changes in assets or liabilities as a result and the ability to make copies 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 all information 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 Capitalthereto.