Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. (a) As promptly as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a written statement (the “Final Closing Statement”) setting forth in reasonable detail, with reasonable supporting documentation, Buyer’s good faith calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Cash, (iv) Transaction Expenses, (v) Deferred Purchase Price and (vi) the Closing Net Working Capital Adjustment Amount, and on the basis of the foregoing, its calculation of the Purchase Price. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.10(a), then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section 2.08 shall be deemed to be the Final Closing Statement, subject to the remainder of this Section 2.10.

Post-Closing Purchase Price Adjustment. (a) As promptly as practicable, but no later than sixty (60) days after the Closing Date, Buyer shall prepare and deliver to Seller a written statement (the “Final Closing Statement”) setting forth in reasonable detail, with reasonable supporting documentation, Buyer’s good faith calculation of (i) Closing Net Working Capital, (ii) Closing Indebtedness, (iii) Closing Cash, (iv) Transaction Expenses, (v) Deferred Purchase Price and (vi) the Closing Net Working Capital Adjustment Amount, and on the basis of the foregoing, its calculation of the Purchase Price. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.10(a), then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section Section 2.08 shall be deemed to be the Final Closing Statement, subject to the remainder of this Section 2.10.

Post-Closing Purchase Price Adjustment. (a) As promptly as practicable, but no later than sixty (60) 60 days after the Closing Date, Buyer shall prepare and deliver to Seller a written statement (the “Final Closing Statement”) setting forth in reasonable detail, with reasonable supporting documentation, Buyer’s good faith calculation of (i) Closing Net Working Capital, (ii) Closing IndebtednessNet Working Capital Adjustment Amount, (iii) Closing Cash, Cash and (iv) Transaction Expenses, (v) Deferred Purchase Price and (vi) the Closing Net Working Capital Adjustment AmountIndebtedness, and on the basis of the foregoing, its calculation of the Purchase Price. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.10(a), then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section Section 2.08 shall be deemed to be the Final Closing StatementStatement for all purposes hereunder, subject except to the remainder of this extent that Seller delivers a Dispute Notice pursuant to Section 2.102.10(c).

Post-Closing Purchase Price Adjustment. (a) As promptly as practicable, but no later than sixty ninety (6090) days after the Closing Date, Buyer shall prepare and deliver to Seller a written statement (the “Final Closing Statement”) setting forth in reasonable detail, detail with reasonable supporting documentation, Buyer’s good faith calculation of (i) the Closing Net Working Capital Target, (ii) Closing Net Working Capital, (iiiii) Closing Indebtedness, (iiiiv) Closing Cash, (ivv) Transaction Expenses, (v) Deferred Purchase Price Expenses and (vi) the Closing Net Working Capital Adjustment Amount, and on the basis of the foregoing, its calculation of the Purchase Price. If Buyer Xxxxx fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.10(a)2.04, then the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section 2.08 Section 2.02 shall be deemed to be the Final Closing Statement, subject to the remainder of this Section 2.102.04.