Post-Closing Statement and Adjustment Statement Clause Samples

Post-Closing Statement and Adjustment Statement. Within sixty (60) calendar days after the Closing Date, Parent shall cause the Surviving Corporation to prepare and deliver to the Stockholder Representative a statement (the “Post-Closing Statement”) setting forth (i) the Adjusted Net Working Capital and the components and calculation of the Adjusted Net Working Capital immediately prior to the Effective Time; (ii) the total amount of Cash as of the Effective Time (including amounts held in the Reserved Cash Fund as of the Effective Time, if any); (iii) the Indebtedness immediately prior to the Effective Time (and each individual component of Indebtedness), (iv) the Bonus Amount (and each individual component of the Bonus Amount), and (v) the unpaid Transaction Expenses immediately prior to the Effective Time, as well as a statement (the “Adjustment Statement”) setting forth the following: (A) the Adjusted Net Working Capital set forth on the Post-Closing Statement minus the Estimated Adjusted Net Working Capital; (B) the Cash set forth on the Post-Closing Statement minus the Estimated Closing Cash set forth on the Pre-Closing Statement; (C) the Bonus Amount set forth on the Pre-Closing Statement minus the Bonus Amount set forth on the Post-Closing Statement; (D) the unpaid Transaction Expenses set forth on the Pre-Closing Statement minus the unpaid Transaction Expenses set forth on the Post-Closing Statement; (E) the Indebtedness set forth on the Pre-Closing Statement minus the Indebtedness set forth on the Post-Closing Statement; and The aggregate net difference in the amounts shown on the Adjustment Statement (which may be a positive or a negative number) is referred to as the “Adjustment Amount”. For purposes of determining the amounts in clauses (ii) and (v) above in this Section 2.10(a), all Transaction Expenses to be paid out of the Reserved Cash Fund are deemed to have been paid by the Company from the Reserved Cash Fund prior to the Effective Time.