Common use of Post-Closing Determination Clause in Contracts

Post-Closing Determination. (a) Within 60 calendar days after the Closing Date, the Buyer shall deliver to the Seller a statement of the Net Working Capital (the “Closing Working Capital Statement”). During the preparation of the Closing Working Capital Statement by the Buyer and the period of any dispute with respect to the application of this Section 2.3, the Seller shall cooperate with the Buyer to the extent reasonably requested by the Buyer to prepare the Closing Working Capital Statement or to investigate the basis for any dispute. The Closing Working Capital Statement shall be examined by the Seller, and the Seller shall, not later than 30 calendar days after receipt of the Closing Working Capital Statement, render a report thereon (the “Closing Working Capital Report”). During the preparation of the Closing Working Capital Report and the period of any dispute with respect thereto, the Buyer shall provide the Seller with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents) and employees of the Subject Companies. The Closing Working Capital Report shall list those items, if any, from the Closing Working Capital Statement to which the Seller takes exception and explain the Seller’s proposed adjustment. If the Seller fails to deliver to the Buyer a Closing Working Capital Report within 30 calendar days following receipt of the Closing Working Capital Statement, the Seller shall be deemed to have accepted the Closing Working Capital Statement for the purposes of any adjustment to the Purchase Price under Section 2.4 and 2.6. If the Buyer does not give the Seller notice, within 30 calendar days following receipt of the

Post-Closing Determination. (a) On the Closing Date, the Purchaser and its Representatives shall conduct an audit and perform such other procedures as are reasonably necessary to be performed on such date in order to enable the parties to have an accurate and complete financial review of the Company. Within 60 calendar 90 days after the Closing Date, the Buyer shall Purchaser and its Representatives will conduct a review of the 1999 EBITDA and the 1999 Funded Debt as of the Closing Date and will prepare and deliver to the Seller Sellers a statement computation of the Net Working Capital 1999 EBITDA and the 1999 Funded Debt (the “"Closing Working Capital Statement”)Date Financial Report") and shall make available any work papers or other information then or thereafter requested by Sellers. During The 1999 EBITDA and the preparation 1999 Funded Debt shall be determined and shall be adjusted as set forth by the parties on Schedule 2.3 hereto. If Sellers do not object or otherwise respond to the Closing Date Financial Report within 10 days after delivery to Sellers such Closing Date Financial Report shall become final and conclusive. In the event Sellers object to the Closing Date Financial Report within such 10 day period, Sellers and Purchaser shall promptly endeavor to reach agreement as to the content of the Closing Working Capital Statement by Date Financial Report. If Sellers and Purchaser are unable to reach agreement within 15 days after the Buyer and the period end of any dispute with respect to the application of this Section 2.3Sellers' 10-day review period, the Seller Independent Accountants shall cooperate with the Buyer promptly be retained to the extent reasonably requested by the Buyer to prepare the Closing Working Capital Statement or to investigate the basis for any dispute. The Closing Working Capital Statement shall be examined by the Seller, and the Seller shall, not later than 30 calendar days after receipt undertake a determination of the Closing Working Capital StatementDate Financial Report, render which determination shall be made as quickly as possible. Only disputed items shall be submitted to the Independent Accountants for review. In resolving any disputed items, the Independent Accountants may not assign a report thereon (value to such item greater than the “Closing Working Capital Report”)greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party, in each case as presented to the Independent Accountants. During the preparation Such determination of the Closing Working Capital Report Independent Accountants shall be final and the period of any dispute with respect thereto, the Buyer shall provide the Seller with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda binding on Sellers and other documents) Purchaser and employees all expenses of the Subject Companies. The Closing Working Capital Report shall list those items, if any, from the Closing Working Capital Statement to which the Seller takes exception and explain the Seller’s proposed adjustment. If the Seller fails to deliver to the Buyer a Closing Working Capital Report within 30 calendar days following receipt of the Closing Working Capital Statement, the Seller Independent Accountants shall be deemed to have accepted the Closing Working Capital Statement for the purposes of any adjustment to the Purchase Price under Section 2.4 borne equally by Sellers and 2.6. If the Buyer does not give the Seller notice, within 30 calendar days following receipt of thePurchaser.

Post-Closing Determination. The Final Purchase Price shall be an amount (aas finally determined pursuant to this Section l.0l(f)) Within 60 calendar equal to the Initial Purchase Price, plus (or minus) (i) the amount by which the Closing Working Capital exceeds (or is less than) the Target Working Capital, plus (ii) the Cash and Cash Equivalents, minus (iii) any Indebtedness not repaid by the Buyer pursuant to Section 1.02(b)(iii). (i) Following the Closing Date, the Buyer will conduct a review of the Company's Closing Working Capital, Target Working Capital, Indebtedness and Cash and Cash Equivalents, and within 90 days after the Closing Date, the Buyer shall will prepare and deliver to the Seller Representative (A) a statement consolidated balance sheet of the Net Working Capital Company and its Subsidiaries as of the close of business on the Closing Date, prepared in accordance with GAAP but without giving effect to the transactions contemplated hereby and the financing thereof (the “Closing Working Capital Statement”"Draft Balance Sheet"). During the preparation , and (B) a computation of the Closing Working Capital Statement by Final Purchase Price based upon the Draft Balance Sheet. The Buyer and the period of any dispute with respect will make available to the application Representative all records and work papers used in preparing the Draft Balance Sheet. (ii) If the Representative approves in writing the Buyer's determination of this Section 2.3the Final Purchase Price or if the Representative fails to deliver an Objection Notice as provided below, then the Seller shall cooperate with Buyer's determination of the Buyer to the extent reasonably requested by the Buyer to prepare the Closing Working Capital Statement or to investigate the basis for any dispute. The Closing Working Capital Statement Final Purchase Price shall be examined by the Seller, conclusive and the Seller shall, not later than 30 calendar days after receipt of the Closing Working Capital Statement, render a report thereon (the “Closing Working Capital Report”). During the preparation of the Closing Working Capital Report and the period of any dispute with respect thereto, the Buyer shall provide the Seller with reasonable access during normal business hours binding on all parties to the books, records (including work papers, schedules, memoranda and other documents) and employees of the Subject Companies. The Closing Working Capital Report shall list those items, if any, from the Closing Working Capital Statement to which the Seller takes exception and explain the Seller’s proposed adjustmentthis Agreement. If the Seller fails to deliver to Representative disagrees with the Buyer a Closing Working Capital Report within 30 calendar days following receipt computation of the Closing Working Capital Statement, the Seller shall be deemed to have accepted the Closing Working Capital Statement for the purposes of any adjustment to the Final Purchase Price under Section 2.4 and 2.6. If reflected on the Buyer does not give the Seller notice, within 30 calendar days following receipt of theDraft Balance Sheet,

Post-Closing Determination. (a) Within Not later than 60 calendar days after the Closing Date, the Buyer shall deliver to the Seller the consolidated balance sheet of the Companies and Southland as of the opening of business on the Closing Date, assuming repayment of the notes referred to in Section 2.2 (the "Closing Balance Sheet"), prepared in accordance with GAAP, applied on a statement basis consistent with, and following the accounting principles, procedures, policies and methods employed in preparing, the June 30, 2004 Balance Sheet (including without limitation with respect to the computation of reserves) and reflecting the results of an inventory count to be completed by the Seller as soon as practicable prior to the Closing Date. The Closing Balance Sheet shall set forth a calculation of the Net Working Capital (the “Closing Working Capital Statement”)Assets. During the preparation of the Closing Working Capital Statement Balance Sheet by the Buyer and the period of any dispute with respect to the application of this Section 2.33.2, the Seller shall cooperate with the Buyer to the extent reasonably requested by the Buyer to prepare the Closing Working Capital Statement Balance Sheet or to investigate the basis for any dispute. The Closing Working Capital Statement Balance Sheet shall be examined by the Seller, and the Seller shall, not later than 30 calendar days after receipt of the Closing Working Capital StatementBalance Sheet, render a report thereon (the “"Closing Working Capital Balance Sheet Report”"). During the preparation of the Closing Working Capital Report and the period of any dispute with respect thereto, the Buyer shall provide the Seller with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents) and employees of the Subject Companies. The Closing Working Capital Balance Sheet Report shall list those items, if any, from the Closing Working Capital Statement to which the Seller takes exception and explain the Seller’s 's proposed adjustment. If the Seller fails to deliver to the Buyer a the Closing Working Capital Balance Sheet Report within 30 calendar days following receipt of the Closing Working Capital StatementBalance Sheet, the Seller shall be deemed to have accepted the Closing Working Capital Statement Balance Sheet for the purposes of any adjustment to the Cash Purchase Price under Section 2.4 and 2.6. If the Buyer does not give the Seller notice, within 30 calendar days following receipt of the3.

Post-Closing Determination. Within ninety (a90) Within 60 calendar days after the Closing Date, the Buyer Purchaser shall deliver to the Seller prepare a statement of the Net Working Capital (the “Closing Working Capital Statement”) of the Working Capital of the Company as of the open of business on the Closing Date (the “Closing Working Capital”). During the preparation of the Closing Working Capital Statement by the Buyer and the period of any dispute with respect to the application of any item set forth in this Section 2.31.5, Purchaser shall provide Seller full access to the Seller books, records, facilities and employees of the Company, and shall cooperate with the Buyer Seller to the extent reasonably requested by the Buyer to prepare the Closing Working Capital Statement or Seller to investigate the basis for any such dispute. The Closing Working Capital Statement shall be examined by the Seller, and the Seller shall, not Not later than 30 thirty (30) calendar days after receipt of the Closing Working Capital StatementStatement by Seller, render Seller shall provide Purchaser with a report thereon list of those items, if any, to which Seller takes exception and Seller’s proposed adjustment (the “Closing Working Capital Report”). During the preparation of the Closing Working Capital Report and the period of any dispute with respect thereto, the Buyer shall provide the Seller with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents) and employees of the Subject Companies. The Closing Working Capital Report shall list those items, if any, from the Closing Working Capital Statement to which the Seller takes exception and explain the Seller’s proposed adjustment. If the Seller fails to deliver to Purchaser the Buyer a Closing Working Capital Report within 30 thirty (30) calendar days following receipt of the Closing Working Capital Statement, the Seller shall be deemed to have accepted the Closing Working Capital Statement for the purposes of any Merger Consideration adjustment to the Purchase Price under Section 2.4 and 2.61.5(c) hereof. If the Buyer Purchaser does not give the Seller notice, notice of objections within 30 thirty (30) calendar days following receipt of thethe Working Capital Report by Purchaser, Purchaser shall be deemed to have accepted the Working Capital Report for the purposes of any Merger Consideration adjustment under Section 1.5(c) hereof. If Purchaser gives Seller notice of objections to the Working Capital Report, and if Purchaser and Seller are unable, within fifteen (15) calendar days after receipt by Seller of the notice by Purchaser of objections, to resolve the disputed exceptions, such disputed exceptions will be referred to a firm of independent certified public accountants (“Independent Accounting Firm”) mutually acceptable to Purchaser and Seller. The Independent Accounting Firm shall, within sixty (60) days following its selection, deliver to Purchaser and Seller a written report determining such disputed exceptions, and its determinations will be conclusive and binding upon the parties thereto for the purposes of any Merger Consideration adjustment under Section 1.5(c) hereof. The fees and disbursements of the Independent Accounting Firm acting under this Section 1.5(b) shall be shared equally by Purchaser and Seller.