Common use of Post-Closing Payment Reconciliation Clause in Contracts

Post-Closing Payment Reconciliation. (a) Prior to or on the date that is ninety (90) days after the Closing Date, Acquiror shall prepare and deliver or cause to be prepared and delivered to Contributors a statement (the “Adjustment Statement”) that shall set forth Acquiror’s good faith calculation of the Net Working Capital as of the Closing Date for the Company Group, based on the Company Financial Statements and consistent with the methodology for the Company Group set forth on Schedule 2.5 (collectively, the “Closing Net Working Capital”). Acquiror’s calculation of the Closing Net Working Capital shall be determined in accordance with GAAP applied using the accounting principles, practices and methods that were used in the preparation of the Company Financial Statements and consistent with the methodology for the Company Group set forth on Schedule 2.5.

Post-Closing Payment Reconciliation. (a) Prior to or on the date that is ninety (90) days after the Closing Date, Acquiror shall prepare and deliver or cause to be prepared and delivered to Contributors Contributor a statement (the “Adjustment Statement”) that shall set forth Acquiror’s good faith calculation of the Net Working Capital as of the Closing Date for the Company GroupSUN Retail Business, based on the Company Contributor Financial Statements and consistent with the methodology for the Company Group set forth on Schedule 2.5 (collectively, the “Closing Net Working Capital”). Acquiror’s calculation of the Closing Net Working Capital shall be determined in accordance with GAAP applied using the accounting principles, practices and methods that were used in the preparation of the Company Contributor Financial Statements and consistent with the methodology for the Company Group set forth on Schedule 2.5.

Post-Closing Payment Reconciliation. (a) Prior to or on the date that is ninety (90) days after the Closing Date, Acquiror Buyer shall prepare and deliver or cause to be prepared and delivered to Contributors Seller a statement (the “Adjustment Statement”) that shall set forth AcquirorBuyer’s good faith calculation of the Net Working Capital as of the Closing Date for the Company GroupGroup Companies, based on the Company Financial Statements and consistent with the methodology for the Company Group Companies set forth on Schedule 2.5 2.4, (collectively, the “Closing Net Working Capital”). AcquirorBuyer’s calculation of the Closing Net Working Capital shall be determined in accordance with GAAP applied using the accounting principles, practices and methods that were used in the preparation of the Company Financial Statements and consistent with the methodology for the Company Group Companies set forth on Schedule 2.52.4.