Post-Closing Examination Adjustment Clause Samples

Post-Closing Examination Adjustment. (a) After the Closing Date, the Purchaser shall engage one of the Big Four (other than PricewaterhouseCoopers or its Affiliates, the “Accounting Firm”) to conduct an examination of the consolidated balance sheet, statement of income and statement of cash flows of the Group (including without limitation, the inventory age and stock count) as of the Balance Sheet Date and as of June 30th, 2019 and for the period beginning on January 1, 2019 and ended as of the Balance Sheet Date in conformity with the Applicable Accounting Standards (the “Closing Examination”). The Purchaser shall direct the Accounting Firm to deliver to the Purchaser and the Seller, as soon as practicable following the Closing Date but in any event within forty-five (45) days after the Closing Date, a statement based on the results of the Closing Examination (as may be modified by the Review Firm, the “Closing Statement”) setting forth the Accounting Firm’s calculation of (i) the Group’s Net Debt as of the Balance Sheet Date (the “Final Balance Sheet Date Net Debt”), (ii) the Group’s Net Working Capital as of June 30, 2019 (the “Final Reference Date Net Working Capital”), (iii) the Group’s Net Working Capital as of the Balance Sheet Date (the “Final Balance Sheet Date Net Working Capital”), and (iv) the final purchase price calculated as follows: (A) the Agreed Enterprise Value, (B) minus the Final Balance Sheet Date Net Debt, (C) (x) plus the difference between the Final Balance Sheet Date Net Working Capital and the Final Reference Date Net Working Capital in its absolute value if the Final Balance Sheet Date Net Working Capital exceeds the Final Reference Date Net Working Capital by more than RMB10,000,000, or (y) minus the difference between the Final Reference Date Net Working Capital and the Final Balance Sheet Date Net Working Capital in its absolute value if the Final Reference Date Net Working Capital exceeds the Final Balance Sheet Date Net Working Capital by more than RMB10,000,000, (D) minus the Onshore Purchase Price, (E) plus the total amount of onshore loans and the accrued interests to be repaid by the existing shareholders of Hangzhou Youmai and Zhejiang Anxiong to Hangzhou Wuweixiong in accordance with the Control Documents, provided that the Seller shall reimburse the Purchaser for the Tax actually incurred (if any) by Hangzhou Wuweixiong in connection with the foregoing repayment which shall first be paid out of the Indemnity Withheld Amount, to the extent any such amoun...