Common use of Post-Closing Determination Clause in Contracts

Post-Closing Determination. As promptly as practicable, but in no event later than sixty (60) days after the Closing, Parent shall deliver to the Member Representative Parent's determination of the actual amounts of Cash of the Company as of the close of business on the Closing Date (the "Final Closing Amount"). The Final Closing Amount shall be prepared in accordance with GAAP, based on the Company's books and records and other information then available. The Final Closing Amount shall take into account the Closing Dividend, if any, paid to the Company's Members prior to the Closing and all Transaction Expenses paid at or prior to the Closing. Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Representative thereafter shall negotiate to resolve any such disagreement. If Parent and the Member Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Accounting Firm. Parent and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts. The resolution of such disagreements and the determination of the Final Closing Amount by the Accounting Firm shall be final and binding on Parent, the Member Representative and the Members. Parent and the Member Representative (on behalf of the Members) shall each pay one half of the fees and expenses of the Accounting Firm.

Post-Closing Determination. As promptly Within the later of (i) ninety (90) calendar days after the Closing Date and, if applicable, (ii) within five (5) Business Days of the final determination of the Specified SAR Liability pursuant to the applicable award agreement referred to in Section 1.1(b) of the Disclosure Schedule, Parent shall prepare and deliver to the Equityholder Representative good faith determinations and reasonably detailed computations of the Adjustment Items, each calculated in accordance with their respective definition herein, and, to the extent applicable, the Accounting Principles. From the date of delivery of such computations by Parent until the Adjustment Items are finally determined pursuant to this Section 2.7(b), Parent shall make available to the Equityholder Representative, at reasonable times during normal business hours and with reasonable advance notice, all records, work papers and appropriate personnel used in preparing the computations of the Adjustment Items or necessary to understand a component of the computation thereof, in each case solely for purposes of Equityholder Representative's review of Parent's computations of the Adjustment Items. If the Equityholder Representative disagrees with the computation of the Adjustment Items as calculated by Parent, the Equityholder Representative may, within thirty (30) calendar days after receipt of such calculations in accordance with this Section 2.7(b), deliver a notice (an "Objection Notice") on behalf of the Equityholders to Parent providing reasonable detail of the reasons for such disagreement and setting forth the Equityholder Representative's calculation of the Adjustment Items in dispute to the extent then known. The Objection Notice shall specify all Adjustment Items and amounts thereof as to which the Equityholder Representative disagrees, and the Equityholder Representative, on behalf of the Equityholders, shall be deemed to have agreed with all other Adjustment Items and amounts thereof as determined by Parent and such Adjustment Items and amounts shall be deemed to be finally determined and shall be final, conclusive and binding on the parties hereto and the Equityholders. If the Equityholder Representative does not deliver an Objection Notice within such thirty (30) calendar day period, then the Adjustment Items as determined by Parent shall be deemed to be finally determined and shall be final, conclusive and binding on the parties hereto and the Equityholders. If the Equityholder Representative delivers an Objection Notice to Parent within such thirty (30) calendar day period, the Equityholder Representative and Parent shall use their respective commercially reasonable efforts and shall reasonably cooperate in good faith to resolve any disagreement as to the computation of the Adjustment Items in dispute as soon as practicable, but in no event later than sixty if they cannot reach a final resolution within thirty (6030) calendar days after Parent has received the ClosingObjection Notice, Parent shall deliver to the Member Representative Parent's determination of the actual amounts of Cash of the Company as of the close of business on the Closing Date (the "Final Closing Amount"). The Final Closing Amount shall be prepared in accordance with GAAP, based on the Company's books and records and other information then available. The Final Closing Amount shall take into account the Closing Dividend, if any, paid to the Company's Members prior to the Closing and all Transaction Expenses paid at or prior to the Closing. Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Equityholder Representative thereafter shall negotiate on behalf of the Equityholders shall, at the election of either party, jointly retain RSM US LLP or, if agreed to resolve any such disagreement. If by Parent and the Member Representative are unable Equityholder Representative, a nationally recognized accounting firm of comparable stature acceptable to resolve any such disagreement within twenty (20) days after both the Member Representative delivers its notice of disagreement to Parent, the Member Equityholder Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Equityholder Representative shall use reasonable efforts to cause direct the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event render a determination within thirty (30) calendar days after submission its retention and Parent and the Equityholder Representative and their respective agents shall reasonably cooperate in good faith with the Accounting Firm during its engagement. The Accounting Firm shall consider only those items and amounts set forth in the Objection Notice that Parent and the Equityholder Representative are unable to resolve. In resolving any disputed item, the Accounting Firm may not assign a value to any item greater than the greatest value for such item claimed by either party or less than the smallest value for such item claimed by either party. In rendering its determination, the Accounting Firm shall act as an expert and not as an arbitrator. The Accounting Firm's determination shall be based solely on (i) the definitions of the dispute to Adjustment Items set forth in this Agreement, (ii) the Accounting Principles and (iii) written materials submitted by the Equityholder Representative and Parent (or by in-person telephonic conferences if mutually agreed by Parent, the Equityholder Representative and the Accounting Firm. Parent ) and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined not by the Member Representative or at an amount determined by Parent or at any amount between such amountsindependent review. The resolution of such disagreements and the determination of the Final Closing Amount disputed Adjustment Items by the Accounting Firm shall be final conclusive and binding on upon the parties hereto and the Equityholders. Parent, on the Member Representative one hand, and the Members. Parent Equityholder Representative, on the other hand, shall bear the costs and expenses of the Member Representative (Accounting Firm based on the percentage which the portion of the contested amount not awarded to each party bears to the amount actually contested by or on behalf of such party, as determined by the MembersAccounting Firm. By way of example and not by way of limitation, if the Equityholder Representative seeks a $700,000 aggregate upward adjustment pursuant to this Section 2.7(b) and the Accounting Firm determines that there shall each pay one half be a $400,000 upward adjustment thereto, then the Equityholder Representative shall be responsible for three-sevenths (3/7th) of the fees and expenses and Parent shall be responsible for four-sevenths (4/7th) of the Accounting Firmfees and expenses. The Adjustment Items as finally determined pursuant to this Section 2.7(b), are referred to herein as the "Final Company Cash and Cash Equivalents," "Final Tax Benefit Amount," "Final Company Working Capital," "Final Company Fees and Expenses," "Final Indebtedness for Borrowed Money" and "Final Income Taxes," respectively.

Post-Closing Determination. As promptly On the Closing Date, the Purchaser and its Representatives shall conduct an audit and perform such other procedures as practicable, but are reasonably necessary to be performed on such date in no event later than sixty (60) order to enable the parties to have an accurate and complete financial review of the Company. Within 90 days after the ClosingClosing Date, Parent shall the 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 Member Representative Parent's Sellers a computation of the 1999 EBITDA and the 1999 Funded Debt (the "Closing Date Financial Report") and shall make available any work papers or other information then or thereafter requested by Sellers. The 1999 EBITDA and the 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 Date Financial Report. If Sellers and Purchaser are unable to reach agreement within 15 days after the end of Sellers' 10-day review period, the Independent Accountants shall promptly be retained to undertake a determination of the actual amounts of Cash of the Company as of the close of business on the Closing Date (the "Final Closing Amount"). The Final Closing Amount Financial Report, which determination shall be prepared in accordance with GAAP, based on the Company's books and records and other information then availablemade as quickly as possible. The Final Closing Amount Only disputed items shall take into account the Closing Dividend, if any, paid be submitted to the Company's Members prior Independent Accountants for review. In resolving any disputed items, the Independent Accountants may not assign a value to such item greater than the 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 Closing and all Transaction Expenses paid at or prior to the ClosingIndependent Accountants. Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's Such determination of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Representative thereafter shall negotiate to resolve any such disagreement. If Parent and the Member Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Accounting Firm. Parent and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts. The resolution of such disagreements and the determination of the Final Closing Amount by the Accounting Firm Independent Accountants shall be final and binding on Parent, the Member Representative Sellers and the Members. Parent Purchaser and the Member Representative (on behalf of the Members) shall each pay one half of the fees and all expenses of the Accounting FirmIndependent Accountants shall be borne equally by Sellers and Purchaser.

Post-Closing Determination. As promptly as practicable, but in no event later than Within sixty (60) calendar days after the ClosingClosing Date, Parent shall deliver to the Member Representative Parent's determination of the actual amounts of Cash of the Company Company’s outside auditors as of the close Closing Date and the Stockholder Representative shall prepare and deliver to Parent an audited combined consolidated statement of business Adjusted Working Capital as of the Effective Time on the Closing Date (the "Final “Closing Amount"Balance Sheet”). The Final Closing Amount Balance Sheet shall be prepared in accordance with GAAP, based on consistently applied, and in accordance with the definition of “Adjusted Working Capital” and the parameters set forth in Section 2.6(a) of the Company Disclosure Letter. Parent shall provide the Company's ’s outside auditors, the Stockholder Representative and his representatives reasonable access to the books and records and other information then available. The Final Closing Amount shall take into account employees of the Company to the extent necessary for the preparation of the Closing DividendBalance Sheet and shall cause the employees of the Company to cooperate with the Company’s outside auditors, the Stockholder Representative and his representative in connection with his preparation of the Closing Balance Sheet. Not later than thirty (30) calendar days following the date of receipt of the Closing Balance Sheet, Parent shall provide the Stockholder Representative with a notice (a “Dispute Notice”) listing those items, if any, paid to which Parent takes exception, which notice shall also (i) specifically identify, and provide a reasonably detailed explanation of (1) any deviation that Parent believes to exist between the Company's Members prior methodology used to calculate the Closing Date Working Capital Estimate and all Transaction Expenses paid at or prior the methodology used to calculate the Closing. Adjusted Working Capital as set forth in the Closing Balance Sheet and (2) any other basis upon which Parent shall provide access to and make reasonably available to the Member Representative and its agentshas delivered such list, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10ii) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting set forth the basis for such disagreement amount of Adjusted Working Capital that Parent has calculated based on the information contained in reasonable detailthe Closing Balance Sheet and (iii) and Parent and specifically identify Parent’s proposed adjustment(s) (the Member Representative thereafter shall negotiate to resolve any such disagreement“Proposed Adjustments”). If Parent and fails to deliver to the Member Stockholder Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event Dispute Notice within thirty (30) calendar days after submission following the date of receipt of the dispute Closing Balance Sheet, Parent shall be deemed to have accepted the Closing Balance Sheet for the purpose of any purchase price adjustment under Section 2.6(d) hereof. Any items not disputed in the Dispute Notice shall be deemed to be accepted and agreed to by the Parent. If the Stockholder Representative does not give Parent notice of objections within thirty (30) calendar days following the date of receipt of the Dispute Notice, the Stockholder Representative shall be deemed to have accepted on behalf of the Holders the Proposed Adjustments for the purpose of any purchase price adjustment under Section 2.6(d) hereof. Any items not disputed shall be deemed to be accepted and agreed by the Stockholder Representative. If Stockholder Representative gives Parent notice of objections to the Accounting Firm. Proposed Adjustments, and if Parent and the Member Stockholder Representative shall instruct are unable, within fifteen (15) calendar days after the date of receipt by Parent of the notice by the Stockholder Representative of objections, to resolve the disputed exceptions, such disputed exceptions will be referred to an accounting firm jointly selected by Parent and the Stockholder Representative) (the “Independent Accounting Firm”). The Independent Accounting Firm shall, within thirty (30) calendar days following the date of its selection, deliver to resolve all disagreements over Parent and the computations Stockholder Representative a written report determining such disputed exceptions, and its determinations will be final, conclusive and binding upon Parent and each of the Final Closing Amount at an amount determined by Holders for the Member Representative or at an amount determined by Parent or at purposes of any amount between such amountspurchase price adjustment under Section 2.6(d) hereof. The resolution of such disagreements fees and the determination disbursements of the Final Closing Amount by the Independent Accounting Firm shall be final and binding on Parentpaid by Parent in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Parent (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted, the Member Representative and the Members. Parent and balance shall be allocated equally to the Member Representative (on behalf of the Members) shall each pay one half of the fees and expenses of the Accounting FirmHolders.