Common use of Post-Closing Statements Clause in Contracts

Post-Closing Statements. (a) The Purchaser shall prepare and deliver (or cause to be prepared and delivered) to the Seller a statement (the “Initial Statement”) of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial Statement.

Post-Closing Statements. (a) The Purchaser Within 75 Business Days after the Closing Date, the Acquiror shall prepare and deliver (or cause to be prepared and delivered) to GE a Statement of Modified Net Current Assets as of the Seller a statement Closing Date (the “Initial Modified Net Current Assets Statement”) ). If, in connection with the preparation of the Initial Modified Net Current Assets Statement, the Acquiror intends to undertake any physical inventory audits or other inventory test procedures, the Acquiror will give reasonable advance notice of such audits and/or other procedures to GE and will provide GE with the opportunity to be present at and observe all such audits and/or other procedures. The Initial Modified Net Current Assets Statement (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with U.S. GAAP applied consistently with the Applicable RBC Entity Transaction Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual Principles as applied in connection with the preparation of the Reference Statement of Net Current Assets and Provider Advances Receivable set forth on the Statement of Estimated Closing Adjusted Statutory Capital, Modified Net Current Assets and shall otherwise contain the same line items as the Reference Statement of Net Current Assets (except that the Statement of Estimated Closing Insolvency Protection Reserve Capital Modified Net Current Assets and the Initial Modified Net Asset Value reflected Current Assets Statement shall be determined in accordance with Section 2.06) and (ii) shall be accompanied by a report of Acquiror’s independent accountants on the Initial Modified Net Current Assets Statement will be calculated as follows: (Athe “Accountants’ Report”), which report shall set forth in reasonable detail the basis for such determination. If the Acquiror does not deliver the Initial Modified Net Current Assets Statement to GE within 75 Business Days after the Closing Date, then, at the election of GE, either (x) GE may prepare and present the Initial Modified Net Current Assets Statement within an additional 45 Business Days or (y) the Medical Claims Reserve Statement of Estimated Closing Modified Net Current Assets shall reflect become final and binding on the aggregate dollar amount of parties. If GE elects to prepare the Initial Modified Net Current Assets Statement in accordance with the immediately preceding sentence, then all subsequent references in this Section 2.09 (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefitsother than those in Section 2.09(c)), and (III) a good-faith estimate of all Medical Claims incurred prior references in Section 2.10, to GE and the Acquiror, respectively, shall be read as references to the Measurement Time which have not been paid within one hundred eighty (180) days following Acquiror and GE, respectively. In connection with the Measurement Time; (B) the Accounts Receivable Accrual Acquiror’s preparation of the RBC Entities Initial Modified Net Current Assets Statement, GE shall make reasonably available all of the books, records and SWH MA shall reflect other relevant information in its possession relating to the aggregate dollar amount operations and finances of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA Business with respect to the period of time prior up to and including the Measurement Time that are received by Closing Date, as well as the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Timeindividuals in its employ, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collectionif any, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such informationthe information used in, books and records or work papers the preparation of, the Statement of Estimated Closing Modified Net Current Assets in order to respond to the reasonable inquiries of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial StatementAcquiror.

Post-Closing Statements. (a) The Purchaser Within 60 Business Days after the Closing Date, the Acquiror shall prepare and deliver (or cause to be prepared and delivered) to Instrumentarium a Statement of Modified Working Capital as of the Seller a statement Closing Date (the “Initial Modified Working Capital Statement”) of (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Modified Working Capital Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Transaction Accounting PrinciplesPrinciples applied consistently with their application in connection with the preparation of the Reference Statement of Working Capital and the Statement of Estimated Closing Modified Working Capital and shall otherwise contain at least the same line items as the Reference Statement of Working Capital (except that the Statement of Estimated Closing Modified Working Capital and the Initial Modified Working Capital Statement shall be determined in accordance with Section 2.06(a)). The Medical Claims ReserveIf the Acquiror does not deliver the Initial Modified Working Capital Statement to Instrumentarium within 60 Business Days after the Closing Date, Accounts Receivable Accrual then, at the election of Instrumentarium, either (i) Instrumentarium may prepare and Provider Advances Receivable set forth present the Initial Modified Working Capital Statement within an additional 60 Business Days or (ii) the Statement of Estimated Closing Modified Working Capital shall become final and binding on the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on parties. If Instrumentarium elects to prepare the Initial Modified Working Capital Statement will be calculated as follows: in accordance with the immediately preceding sentence, then all subsequent references in this Section 2.09 (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior to the Measurement Time which are paid within one hundred eighty (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefitsother than those in Section 2.09(c)), and (III) a good-faith estimate of all Medical Claims incurred prior references in Section 2.10, to Instrumentarium and the Acquiror, respectively, shall be read as references to the Measurement Time which have not been paid within one hundred eighty (180) days following Acquiror and Instrumentarium, respectively. In connection with the Measurement Time; (B) the Accounts Receivable Accrual Acquiror’s preparation of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Modified Working Capital Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicablethe Acquiror does not have all relevant information in its possession, the Acquiror and its Representatives will use Commercially Reasonable Efforts be permitted to cause its accountants, to make available review Instrumentarium’s working papers and the working papers of Instrumentarium’s independent accountants relating to the Purchaser such informationStatement of Estimated Closing Modified Working Capital, books and recordsInstrumentarium shall make reasonably available the individuals in its employ, work papers andif any, upon reasonable notice, employees responsible for and knowledgeable about the information used in, and the preparation of, the Statement of Estimated Closing Modified Working Capital in order to respond to the reasonable inquiries of the Acquiror; provided that the accountants of Instrumentarium shall not be obliged to make any such information, books and records or work papers of available to the Seller Acquiror unless and its Affiliates (including until the Transferred Entities), Acquiror has signed a customary agreement relating to such access to work papers in each case as may be form and substance reasonably required or useful for the Purchaser acceptable to prepare the Initial Statementsuch accountants.

Post-Closing Statements. (a) The Purchaser Within seventy-five (75) calendar days (the “Delivery Date”) after the Closing Date, Buyer shall prepare and deliver (or cause to be prepared and delivered) to the Seller Sellers’ Representative a statement of Purchase Price Adjustment Amount as of the Closing Date (the “Initial Adjustment Statement”), together with supporting calculations; provided, that if Buyer does not deliver the Initial Adjustment Statement or the supporting calculations thereof to the Sellers’ Representative within ninety (90) of calendar days (the “Secondary Date”) after the Closing Date, at the Sellers’ Representative’s option, upon ten (10) Business Days advance written notice to Buyer (such notice, the “Sellers’ Selection Notice”), either (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which Estimated Adjustment Statement shall be deemed the Final Adjustment Statement and the Holdback Amount, together with all interest accrued thereon, shall be immediately paid by Wire Transfer in accordance with the instructions set forth in the format of Disbursement Schedule to the Reference Adjusted Statutory Capital ScheduleSellers’ Representative, or (ii) the Insolvency Protection Reserve Capital of SWH MA as Sellers’ Representative shall have forty-five (45) Business Days after the date of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver Sellers’ Selection Notice to prepare the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; providedAdjustment Statement, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Transaction Accounting Principles, and the provisions of Section 1.9 (Reconciliation of Post-Closing Statements) shall apply mutatis mutandis, replacing the Sellers’ Representative for Buyer and vice versa. The Initial Adjustment Statement shall be in the form attached as Exhibit C and shall be prepared in good faith in accordance with the Transaction Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on In the event the Delivery Day falls within the same quarterly period in which the Closing Adjusted Statutory Capitaloccurred, Closing Insolvency Protection Reserve Capital and Net Asset Value reflected on the Initial Statement will Delivery Date shall be calculated as follows: (A) the Medical Claims Reserve shall reflect the aggregate dollar amount of (I) the total amount of Medical Claims incurred prior extended to the Measurement Time which are paid within one hundred eighty date that is ten (18010) days Business Days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefits), and (III) a good-faith estimate of all Medical Claims incurred prior to the Measurement Time which have not been paid within one hundred eighty (180) days following the Measurement Time; (B) the Accounts Receivable Accrual first Business Day of the RBC Entities immediately following quarterly period and SWH MA the Secondary Date shall reflect be extended the aggregate dollar amount same number of (I) Business Days as the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicable, will use Commercially Reasonable Efforts to cause its accountants, to make available to the Purchaser such information, books and records, work papers and, upon reasonable notice, employees responsible for and knowledgeable about any such information, books and records or work papers of the Seller and its Affiliates (including the Transferred Entities), in each case as may be reasonably required or useful for the Purchaser to prepare the Initial StatementDelivery Date was so extended.

Post-Closing Statements. (a) The Purchaser Within 60 Business Days after the Closing Date, the Acquiror shall prepare and deliver (or cause to be prepared and delivered) to the Seller GE Parties a statement of Working Capital as of the Closing Date (the “Initial Working Capital Statement”) of ). The Initial Working Capital Statement (i) the Adjusted Statutory Capital of each RBC Entity as of the Measurement Time (collectively, “Closing Adjusted Statutory Capital”), which shall be in the format of the Reference Adjusted Statutory Capital Schedule, (ii) the Insolvency Protection Reserve Capital of SWH MA as of the Measurement Time, which shall be in the format of the Insolvency Protection Reserve Requirement Capital Schedule (the “Closing Insolvency Protection Reserve Capital”), (iii) the Net Working Capital of each Non-RBC Entity as of the Measurement Time (collectively, “Closing Net Working Capital”), which shall be in the format of the Reference Net Working Capital Schedule, (iv) the Net Asset Value as of the Measurement Time (the “Closing Net Asset Value”), which shall be in the format of the Reference Net Asset Value Schedule, (v) Closing Date Cash, (vi) Closing Date Indebtedness and (vii) Seller Transaction Expenses. The Purchaser shall deliver the Initial Statement within two hundred ten (210) days after the Closing Date. The Initial Statement shall be prepared from the books and records of the MCC Business in accordance with the Accounting Principles; provided, however, that the Closing Adjusted Statutory Capital shall be prepared in accordance with the Applicable RBC Entity Transaction Accounting Principles. The Medical Claims Reserve, Accounts Receivable Accrual and Provider Advances Receivable set forth on Principles applied consistently with their application in connection with the Closing Adjusted Statutory Capital, Closing Insolvency Protection Reserve preparation of the Reference Statement of Working Capital and Net Asset Value reflected the Statement of Estimated Closing Working Capital and shall contain the same line items as the Reference Statement of Working Capital and (ii) shall be accompanied by a report of the Acquiror’s independent accountants on the Initial Working Capital Statement will be calculated as follows: (Athe “Accountants’ Report”), which report shall set forth in reasonable detail the basis for such determination. In the event that the Acquiror does not deliver the Initial Working Capital Statement to the GE Parties within 60 Business Days after the Closing Date, then at the election of the GE Parties either (i) the Medical Claims Reserve shall reflect GE Parties may prepare and present the aggregate dollar amount of Initial Working Capital Statement within an additional 60 Business Days or (Iii) the total amount Statement of Medical Claims incurred prior Estimated Closing Working Capital shall become final and binding on the parties. If the GE Parties elect to prepare the Measurement Time which are paid within one hundred eighty Initial Working Capital Statement in accordance with the immediately preceding sentence, then all subsequent references in this Section 2.07 (180) days following the Measurement Time, (II) all recoveries and repayments of Medical Claims incurred and paid prior to the Measurement Time which are applied, credited, offset or received within one hundred eighty (180) days following the Measurement Time (including repayments or recoveries received or due for overpayments, from reinsurance and stop-loss coverage, subrogation and coordination of benefitsother than those in Section 2.07(c)), and (III) a good-faith estimate of all Medical Claims incurred prior references in Section 2.08, to the Measurement Time which have not been paid within one hundred eighty (180) days following GE Parties and the Measurement Time; (B) Acquiror, respectively, shall be read, mutatis mutandis, as references to the Accounts Receivable Accrual Acquiror and the GE Parties, respectively. In connection with the Acquiror’s preparation of the RBC Entities and SWH MA shall reflect the aggregate dollar amount of (I) the total amount of premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time that are received by the RBC Entities and SWH MA after the Measurement Time and within one hundred eighty (180) days following the Measurement Time, and (II) a good-faith estimate of all premium capitation for services performed by the RBC Entities and SWH MA with respect to the period of time prior to the Measurement Time which have not been received by the RBC Entities and SWH MA within one hundred eighty (180) days following the Measurement Time; and (C) the Provider Advances Receivable shall reflect the aggregate dollar amount of all Provider Advances outstanding as of the Measurement Time that are repaid before the Purchaser delivers the Initial Statement. The Purchaser shall act in good faith and use Commercially Reasonable Efforts to ensure the collection, recovery or receipt of any amounts due and owing to the MCC Business that are reflected on the Initial Working Capital Statement, in each case, in a manner consistent with the Purchaser’s policies and procedures applicable to its other businesses in effect following the Closing. The Seller will, and to the extent applicablethe Acquiror does not have all relevant information in its possession, the Acquiror and its Representatives will use Commercially Reasonable Efforts be permitted to cause its accountants, to make available review the GE Parties’ working papers and the working papers of the GE Parties’ independent accountants relating to the Purchaser such informationStatement of Estimated Closing Working Capital, books and recordsthe GE Parties shall make reasonably available the individuals in their employ, work papers andif any, upon reasonable notice, employees responsible for and knowledgeable about the information used in, and the preparation of, the Statement of Estimated Closing Working Capital in order to respond to the reasonable inquiries of the Acquiror; provided that the accountants of the GE Parties shall not be obliged to make any such information, books and records or work papers of available to the Seller Acquiror unless and its Affiliates (including until the Transferred Entities), Acquiror has signed a customary agreement relating to such access to work papers in each case as may be form and substance reasonably required or useful for the Purchaser acceptable to prepare the Initial Statementsuch accountants.