Common use of Post-Closing Statement Clause in Contracts

Post-Closing Statement. As soon as practicable but in any event within 60 days after the Closing Date, Parent will cause Buyer to prepare (or cause to be prepared) and deliver to Seller a statement (the "Post-Closing Statement") showing (i) Buyer's calculation of the Closing Net Assets of the Business as defined on and calculated in accordance with Schedule 2.4(a) as of the close of business on the Business Day prior to the Closing Date, including, in each case, the calculation thereof in reasonable detail and (ii) the aggregate costs of all license, transfer and assumption fees paid or payable (to the extent Buyer determines, in its discretion, that it requires such license, transfer or assumption) by Buyer in order to license, on substantially similar terms and conditions as those binding Seller, all Software (as defined in the Technology Assignment Agreement attached hereto as Exhibit C-5) currently used in the Business that is not assigned or transferred under this Purchase Agreement ("IT Transfer Costs") at no additional charge; provided, however, that such costs shall not include any amounts paid or payable for Software that constitutes an upgrade from that utilized in the Business (provided that, if the version currently used in the Business is no longer available from, or is being phased out by, the applicable vendor, the costs associated with any such upgrade shall be included up to the amount of the original purchase price of the Software being replaced). Buyer shall provide to Seller such back-up or supporting data relating to the preparation of the Post-Closing Statement and the calculations of Closing Net Assets and IT Transfer Costs reflected thereon as Seller may reasonably request. Buyer shall also provide, and cause its representatives to provide, as applicable, Seller and its accountants and other representatives with such reasonable access to the books, records, files, working papers and personnel of Buyer or its representatives, as applicable, at reasonable times and upon reasonable notice, as Seller may reasonably request for the purposes of evaluating the Post-Closing Statement and the calculations of Closing Net Assets and IT Transfer Costs reflected thereon.

Post-Closing Statement. As soon as practicable but in any event within 60 Within 120 days after the Closing Date, Parent the Buyer will cause Buyer to prepare (or cause to be prepared) prepared and deliver delivered to Seller the Company a statement (the "Post-Closing “Post‑Closing Statement") showing ”), together with any relevant supporting materials, which will include a supporting trial balance (i) which, for the avoidance of doubt, will not be prepared pursuant to the Accounting Methods)), setting forth the Buyer's ’s calculation of (A) the Closing Net Assets Working Capital as derived therefrom (“Final Working Capital”), (B) the combined amount of Cash of the Business as defined on Divested Companies and calculated in accordance with Schedule 2.4(a) as of the close of business on the Business Day any other Cash which otherwise constitutes Sold Assets immediately prior to the Closing Date(the “Final Cash”), including(C) the combined amount of Debt Obligations of the Divested Companies and any other Debt Obligations which otherwise constitute Assumed Liabilities actually existing as of immediately prior to the Closing (the “Final Indebtedness”), in each case(D) the combined amount of unpaid Transaction Expenses (the “Final Transaction Expenses”), (E) the Unspent Capital Expenditure Amount (the “Final Unspent Capital Expenditure Amount”), (F) the Cap Gemini Excess Amount, (G) the Esfel Amount, (H) the Separation Delay Amount, (I) the Earn-Out Amount, and (J) the Purchase Price calculated as the Initial Value as adjusted as provided below to give effect to the Final Working Capital, the calculation thereof Final Cash, the Final Indebtedness, the Final Transaction Expenses, the Final Unspent Capital Expenditure Amount, the Cap Gemini Excess Amount, the Esfel Amount, the Separation Delay Amount and the Earn-Out Amount. The Post-Closing Statement will be prepared 31 in reasonable detail accordance with the Accounting Methods and (ii) the aggregate costs of all license, transfer and assumption fees paid or payable (to the extent Buyer determines, in its discretion, that it requires such license, transfer or assumption) by Buyer in order to license, on substantially similar terms and conditions as those binding Seller, all Software (as defined presented in the Technology Assignment Agreement form attached hereto as Exhibit C-5) currently used in the Business that is not assigned or transferred under this Purchase Agreement ("IT Transfer Costs") at no additional charge; provided, however, that G. During such costs shall not include any amounts paid or payable for Software that constitutes an upgrade from that utilized in the Business (provided that, if the version currently used in the Business is no longer available from, or is being phased out by120‑day period, the applicable vendorCompany will, at the costs associated with any such upgrade shall be included up to the amount request of the original purchase price of Buyer, on reasonable prior notice from the Software being replaced). Buyer shall provide to Seller such back-up or supporting data relating to and during normal business hours, afford the preparation of the Post-Closing Statement and the calculations of Closing Net Assets and IT Transfer Costs reflected thereon as Seller may reasonably request. Buyer shall also provide, and cause its representatives to provide, as applicable, Seller and its accountants and other representatives with such reasonable access to the books, records, files, working papers records and personnel of Buyer with respect to the Business and otherwise retained by the Company or its representativesAffiliates (to the extent relevant to the determination of the Final Working Capital, as applicablethe Final Cash, at reasonable times and upon reasonable notice, as Seller may reasonably request for the purposes of evaluating Final Indebtedness the Post-Closing Statement Final Transaction Expenses and the calculations Final Unspent Capital Expenditures Amount) and otherwise reasonably cooperate with the Buyer in connection with its preparation of Closing Net Assets the Post‑Closing Statement. The Company will assist, and IT Transfer Costs reflected thereonwill procure that its Affiliates assist, and cooperate with the Buyer in the preparation of the Post‑Closing Statement. If the Final Working Capital (as set forth in the Post‑Closing Statement) is less than the Target Working Capital, then the Initial Value will be adjusted downward by an amount equal to the amount of the deficiency between the Target Working Capital and the Final Working Capital. If the Final Working Capital (as set forth in the Post‑Closing Statement) is greater than the Target Working Capital, then the Initial Value will be adjusted upward by an amount equal to the amount of the excess between the Final Working Capital and the Target Working Capital. If the Final Working Capital is equal to the Target Working Capital, then no adjustment will be made to the Initial Value with respect to the Final Working Capital. In addition, the Initial Value will be adjusted upward by the amount of any Final Cash and any Earn-Out Amount, and adjusted downward by the amount of any Final Indebtedness, any Final Transaction Expenses, any Final Unspent Capital Expenditure Amount, the Cap Gemini Excess Amount, the Esfel Amount, and the Separation Delay Amount.

Post-Closing Statement. As soon promptly as reasonably practicable but in any no event within 60 later than 90 calendar days after the Closing Date, the Parent will shall cause Buyer the Surviving Corporation to prepare deliver to the Stockholder Representative a balance sheet of the Company as of immediately prior to the Effective Time (or cause to be preparedthe “Closing Date Balance Sheet”) and deliver to Seller a statement certified by an officer of the Surviving Corporation in his/her capacity as such (the "“Post-Closing Statement"”) showing containing the Surviving Corporation’s good faith calculation of each of: (i) Buyer's calculation of the Closing Net Assets of the Business as defined on and Working Capital calculated in accordance with Schedule 2.4(a) as of the close of business on the Business Day immediately prior to the Closing DateEffective Time and without giving effect to any of the transactions contemplated hereby (the “Final Working Capital”), including, in each case, the calculation thereof in reasonable detail and (ii) the aggregate costs Closing Cash (the “Final Closing Cash”), (iii) the Closing Indebtedness (the “Final Closing Indebtedness”), (iv) the Transaction Expenses (the “Final Transaction Expenses”) and (v) the calculation of all license, transfer and assumption fees paid or payable (to the extent Buyer determines, in its discretion, that it requires such license, transfer or assumption) by Buyer in order to license, on substantially similar terms and conditions as those binding Seller, all Software (as defined in the Technology Assignment Agreement attached hereto as Exhibit C-5) currently used in the Business that is not assigned or transferred under this Purchase Agreement ("IT Transfer Costs") at no additional charge; provided, however, that such costs shall not include any amounts paid or payable for Software that constitutes an upgrade Total Closing Consideration resulting from that utilized in the Business (provided that, if the version currently used in the Business is no longer available from, or is being phased out by, the applicable vendor, the costs associated with any such upgrade shall be included up to the amount each of the original purchase price of foregoing components thereof (the Software being replaced“Final Total Closing Consideration”). Buyer shall provide to Seller such back-up or supporting data relating to the preparation of The Closing Date Balance Sheet and the Post-Closing Statement shall each be determined in accordance with Applicable Accounting Principles and include related supporting schedules, calculations and documentation. If the Parent and the calculations Surviving Corporation fail to deliver notice of any adjustments within such 90 day period, then the Estimated Working Capital, Estimated Closing Net Assets and IT Transfer Costs reflected thereon as Seller may reasonably request. Buyer shall also provideCash, and cause its representatives to provideEstimated Closing Indebtedness and/or Estimated Transaction Expenses, as applicable, Seller shall respectively be deemed for all purposes hereunder to be the final statement of the Net Working Capital, Closing Cash, Closing Indebtedness and its accountants and other representatives with such reasonable access to Transaction Expenses of the books, records, files, working papers and personnel of Buyer or its representatives, as applicable, at reasonable times and upon reasonable notice, as Seller may reasonably request for the purposes of evaluating the Post-Closing Statement Company and the calculations of Closing Net Assets Parent and IT Transfer Costs reflected thereonthe Surviving Corporation shall have no further rights to object or require adjustments thereto.