Common use of Post-Closing Statements Clause in Contracts

Post-Closing Statements. (a) Within fifty (50) Business Days after the Closing Date, Parent shall prepare in good faith and deliver to Purchaser a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness (collectively, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Estimated Closing Statement. (b) Following the Closing through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent and its Representatives shall be permitted to reasonable access and review, during normal business hours, of the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, of the Transferred Entities and Purchaser that are reasonably related to the calculations of Working Capital and Net Indebtedness, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent and its Representatives in connection with such review, including by providing access to such books, records, work papers, assets and premises and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based.

Post-Closing Statements. (a) Within fifty forty-five (5045) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser a statement Seller statements of (i) Working Capital, (ii) Cash Amounts and (iii) Indebtedness Indebtedness, in each case as of the Closing (collectively, the “Initial Closing StatementWorking Capital and Net Indebtedness Statements”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement Working Capital and Net Indebtedness Statements shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Estimated Closing StatementBusiness Financial Statements. (b) Following the Closing through the date that the Initial Final Closing Statement has Working Capital and Net Indebtedness Statements become final and binding in accordance with Section 2.6(c)binding, Parent Seller and its Representatives Affiliates and representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities and Purchaser that are reasonably related or relating to the calculations of Working Capital and Net IndebtednessBusiness, and Purchaser shall, and shall cause its Subsidiaries Affiliates (including the Transferred Entities) and its and their respective employees, accountants and other Representatives representatives to, cooperate with and assist Parent Seller and its Representatives Affiliates and representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent reasonably requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Final Closing Statement becomes Working Capital and Net Indebtedness Statements become final and binding in accordance binding, it will not take or permit to be taken any actions with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement Working Capital and Net Indebtedness Statements are based, or on which the Final Closing Statement is Working Capital and Net Indebtedness Statements are to be based, that would impede or delay the determination of the amount of Working Capital, Cash Amounts or Indebtedness as of the Closing or the preparation of any Notice of Disagreement or the Final Closing Working Capital and Net Indebtedness Statements in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within fifty ninety (5090) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness Indebtedness, in each case as of the Effective Time (collectively, the “Initial Closing Statement”); provided that if Purchaser , together with supporting documentation and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such accesscalculations thereto. The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles and this Agreement. The parties hereto agree that the purpose of preparing the Initial Closing Statement and the Final Closing Statement is to measure the amount of Working Capital, Cash and Indebtedness, in each case as of the Effective Time and in accordance with the Accounting Principles, applied consistently with their application and such process is not intended to permit rectification of any errors or omissions in connection with the preparation Business Financial Statements or introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the Estimated Closing Statementpurpose of determining such amounts. (b) Following the date that the Initial Closing Statement is delivered through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent the Sellers and its Representatives their Affiliates and representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities and Purchaser that are reasonably related to the calculations of Working Capital and Net Indebtedness, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives representatives to, reasonably cooperate with and assist Parent the Sellers and its Representatives their Affiliates and representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser it will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all not unless otherwise required by Law take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based, that are inconsistent with the Accounting Principles or that would impede or delay the determination of the amount of Working Capital or Net Indebtedness or the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within fifty ninety (5090) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of (i) Working Capital, (ii) Cash Net Indebtedness and (iii) Indebtedness Transaction Costs, in each case as of the opening of business on the Closing Date (collectively, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Business Financial Statements and the Estimated Closing Statement. (b) Following the Closing through the date that the Initial Final Closing Statement has become becomes final and binding in accordance with Section 2.6(c)binding, Parent each party to this Agreement and its Representatives their Affiliates and representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities Companies and Purchaser that are reasonably related to the calculations of Working Capital Capital, Net Indebtedness and Net IndebtednessTransaction Costs upon reasonable notice and during normal business hours, and Purchaser each party shall, and shall cause its Subsidiaries Affiliates (including including, in the case of Purchaser, the Transferred EntitiesCompanies) and its and their respective employees, accountants and other Representatives representatives to, reasonably cooperate with and assist Parent the other parties and its Representatives their Affiliates and representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours; provided, that such accountants shall not be obliged to make any work papers available to a party except in accordance with such accountants’ normal disclosure procedures and then only after such party has signed a customary agreement relating to such access to work papers. (c) Purchaser agrees that, following the Closing through the date that the Initial Final Closing Statement becomes final and binding in accordance binding, it will not take or permit to be taken any actions with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based, that would impede or delay the determination of the amount of Working Capital, Net Indebtedness or Transaction Costs as of the opening of business on the Closing Date or the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement (including the Accounting Principles).

Post-Closing Statements. (a) Within fifty one hundred twenty (50120) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of reasonably detailed statement, that sets forth (i) the Closing Working CapitalCapital Amount, (ii) the Closing Cash and Amount, (iii) the Closing Indebtedness Amount, and (collectivelyiv) the Closing Transaction Expense Amount, together with reasonable detail of Purchaser’s calculations of such amounts (such statement, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall (A) be prepared in good faith based upon the books and records of the Transferred Entities as of the Calculation Time in accordance with the Accounting PrinciplesPrinciples and the definitions as provided in this Agreement, applied consistently with their application (B) not include any changes in connection with assets or liabilities as a result of purchase accounting adjustments (including those arising from Accounting Standards Codification section 805 (i.e., Business Combinations)) and (C) be based on the preparation facts and circumstances as they exist as of the Estimated Calculation Time and shall consider the effect of information available up until the date on which the Initial Closing StatementStatement is delivered by the Purchaser to the Parent but solely to the extent such information relates to facts and circumstances as they existed as of the Calculation Time. (b) Following Purchaser’s delivery of the Initial Closing Statement through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent the Sellers and its their Representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access papers (subject to the underlying assets and premises, their execution of a customary release agreements) of the Transferred Entities and Purchaser that are reasonably related necessary to review the calculations of the Closing Working Capital Amount, the Closing Cash Amount and Net Indebtednessthe Closing Indebtedness Amount set forth in the Initial Closing Statement, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, reasonably cooperate with and assist Parent the Sellers and its their Representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based.

Post-Closing Statements. (a) Within fifty ninety (5090) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Seller a statement of that sets forth (i) the Working CapitalCapital Adjustment Amount, (ii) the Closing Cash and Amount, (iii) the Closing Indebtedness Amount, and (collectivelyiv) the Closing Transaction Expense Amount, together with reasonable support and detail of Purchaser’s calculations of the foregoing amounts (such statement, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith accordance with the Accounting Principles and the definitions contained in this Agreement. If Purchaser fails to deliver the Initial Closing Statement within such ninety (90) day period to Seller, then, notwithstanding anything to the contrary in this Agreement, at the sole discretion of Seller by written notice to Purchaser, (i) the Estimated Closing Statement shall be binding upon the parties and deemed the Final Closing Statement for purposes of this Agreement or (ii) Seller may prepare the Initial Closing Statement within an additional thirty (30) days thereafter. If Seller elects to prepare the Initial Closing Statement in accordance with the Accounting Principlesimmediately preceding sentence, applied consistently with their application in connection with the preparation of the Estimated Purchaser will be entitled to review and dispute such Initial Closing StatementStatement as delivered (or deemed delivered) by Seller solely pursuant to Section 2.5(b), Section 2.5(c) and Section 2.6, mutatis mutandis. (b) Following the Closing through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent Seller and its their Representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities and Purchaser that are reasonably related to the calculations of the Working Capital Adjustment Amount, the Closing Cash Amount, the Closing Indebtedness Amount and Net Indebtednessthe Closing Transaction Expense Amount, and Purchaser shall, and shall cause its Subsidiaries Affiliates (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent Seller and its Representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser it will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based, that are inconsistent with the Accounting Principles or that would impede or delay, or have the primary purpose of affecting, the determination of the amount of the Working Capital Adjustment Amount, the Closing Cash Amount, the Closing Indebtedness Amount or the Closing Transaction Expense Amount or that would impede or delay the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within fifty ninety (5090) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness Indebtedness, in each case as of the Effective Time (collectively, the “Initial Closing Statement”); provided that if Purchaser , together with supporting documentation and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such accesscalculations thereto. The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Estimated Closing StatementBusiness Financial Statements. (b) Following the Closing through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent and its Representatives Affiliates and representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities Company and Purchaser that are reasonably related to the calculations of Working Capital and Net Indebtedness, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred EntitiesCompany) and its and their respective employees, accountants and other Representatives representatives to, cooperate with and assist Parent and its Representatives Affiliates and representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser it will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based, that are inconsistent with the Accounting Principles or that would impede or delay the determination of the amount of Working Capital or Net Indebtedness or the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement. (d) The Estimated Closing Statement, the Initial Closing Statement and the Final Closing Statement, and the calculation of Working Capital, Net Indebtedness, Indebtedness and Cash and the amounts included in the calculations thereof, shall (i) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated by this Agreement; and (ii) be based on facts and circumstances as they exist up to the Closing and shall exclude the effect of any act, decision or event occurring after the Closing.

Post-Closing Statements. (a) Within fifty ninety (5090) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a reasonably detailed written statement of that sets forth (i) the Closing Working CapitalCapital Amount, (ii) the Closing Cash and Amount, (iii) the Closing Indebtedness Amount, and (collectivelyiv) the Closing Transaction Expense Amount, together with reasonable detail of Purchaser’s calculations of such amounts (such statement, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall (A) be prepared in good faith based upon the books and records of the Transferred Entities in accordance with the Accounting PrinciplesPrinciples and the definitions as provided in this Agreement, applied consistently with their application and (B) not include any changes in connection with the preparation assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the Estimated Transactions (including those arising from Accounting Standards Codification section 805 (i.e., Business Combinations)). Section 2.4 and Section 2.5 are not intended to permit the introduction of different accounting principles, methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, judgments, assumptions, techniques or estimation methods with respect to financial statements (including any of the foregoing as they relate to the nature of accounts, calculation of levels of reserves or levels of accruals) from the Accounting Principles. Additionally, the accounts used and included in determining the example calculation of Working Capital as set forth on Exhibit A shall be the only accounts used and included in determining the amount of the Closing StatementWorking Capital Amount. (b) Following the Closing Date through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), (i) Purchaser will afford Parent and its Representatives shall be permitted to reasonable access and reviewaccess, during normal business hourshours and upon reasonable prior notice, of the books, records and work papers, and shall be permitted reasonable access to the underlying assets books and premises, records of the Transferred Entities Entities, as applicable, and Purchaser that are to any other information reasonably related to requested for the purposes of reviewing the calculations of Working Capital contemplated by Section 2.5 and Net Indebtedness, and (ii) Parent will afford Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the Commingled Books and Records pursuant to Section 6.1(d) to the extent reasonably necessary for the purposes of reviewing the calculations contemplated by Section 2.4 and preparing the calculations contemplated by Section 2.5, including, in connection with such revieweach case, including by providing access to such books, records, work papers, assets and premises and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that. Each party shall authorize its accountants to disclose work papers generated by such accountants in connection with preparing and reviewing the calculations specified by Section 2.4 and Section 2.5; provided, following the Closing through the date that the Initial Closing Statement becomes final and binding such accountants shall not be obligated to make any work papers available except in accordance with Section 2.6(c), Purchaser will (such accountants’ customary disclosure procedures and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all accounting books, records, policies or procedures on which then only after the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is non-client party has signed a customary agreement relating to be basedaccess to such work papers.

Post-Closing Statements. (a) Within fifty seventy five (5075) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of (i) Working Capital, (ii) Cash and Cash, (iii) Indebtedness and (iv) Transaction Expenses, in each case as of the Effective Time (collectively, the “Initial Closing Statement”); provided that if Purchaser , together with supporting documentation and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such accesscalculations thereto. The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with Principles and the preparation terms of the Estimated Closing Statementthis Agreement. (b) Following the Closing through the date that the Initial Final Closing Statement has become becomes final and binding in accordance with Section 2.6(c), Parent the Sellers and its Representatives their Affiliates and representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities and Purchaser that are reasonably related to the calculations calculation of Working Capital Capital, Net Indebtedness and Net IndebtednessTransaction Expenses, and Purchaser shall, and shall cause its Subsidiaries Affiliates (including the Transferred Entities) and its and their respective employees, accountants and other Representatives representatives to, reasonably cooperate with and assist Parent the Sellers and its Representatives their Affiliates and representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent reasonably requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Final Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser it will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which that would impede or unreasonably delay the Business Audited Financial Statements determination of the amount of Working Capital, Net Indebtedness or Transaction Expenses or the Initial Closing Statement are based, preparation of any Notice of Disagreement or on which the Final Closing Statement is to be basedin the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within fifty sixty (5060) Business Days days after the Closing Date, Parent Supervalu shall prepare in good faith and deliver to Purchaser a statement of Cash, Working Capital and Indebtedness as of the Closing (i) Working Capital, (ii) Cash and (iii) Indebtedness (collectively, the “Initial Post-Closing Statement”); provided that if Purchaser and , together with such schedules with respect to the Transferred Entities fail determination thereof as Supervalu believes is reasonably necessary to provide access in accordance with Section 2.5(b), support such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such accessInitial Post-Closing Statement. The Initial Post-Closing Statement shall be prepared in good faith in accordance with the definitions of “Cash”, “Working Capital” and “Indebtedness” (as applicable) set forth herein based on the Accounting PrinciplesStandard, applied consistently with their application in connection with the preparation of the Estimated Closing StatementAudited Financial Statements. (b) Following the Closing through the date that the Initial Final Post-Closing Statement has become becomes final and binding in accordance with Section 2.6(c)binding, Parent Supervalu and its Representatives their representatives shall be permitted permitted, to reasonable the extent reasonably requested in connection with Supervalu’s preparation of the Initial Post-Closing Statement and participation in the reconciliation procedures set forth in Section 2.10, to access and review, during normal business hours, of the books, records and work papers, and shall be permitted reasonable papers (subject to entering into any customary access to the underlying assets and premises, letters required by accountants) of the Transferred Entities and Purchaser that are reasonably related to the calculations of Working Capital and Net IndebtednessSave-A-Lot Entities, and Purchaser shall, and shall use its reasonable best efforts to cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives representatives to, cooperate with and assist Parent and its Representatives Supervalu in connection with such reviewtherewith, including by providing reasonable access to such books, records, records and work papers, assets and premises papers and making available available, during normal business hours, personnel to the extent requested, reasonably required for purposes of Supervalu’s preparation of the Initial Post-Closing Statement and participation in each case, upon reasonable notice and during normal business hoursthe reconciliation procedures set forth in Section 2.10. (c) Purchaser agrees that, following the Closing through the date that the Initial Final Post-Closing Statement becomes final and binding in accordance binding, it will not take or permit to be taken any actions with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Post-Closing Statement are is based, or on which the Final Post-Closing Statement is to be based, that are inconsistent with the Accounting Standard or that would alter or materially impede or delay the determination of the amount of Working Capital or Indebtedness as of the Closing Date or the preparation of any Notice of Disagreement or the Final Post-Closing Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within fifty ninety (5090) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of Working Capital and Net Indebtedness as of the opening of business on the Closing Date (i) Working Capital, (ii) Cash and (iii) Indebtedness (collectively, the “Initial Closing Working Capital and Indebtedness Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith ) in accordance with the Accounting Principles, applied consistently and in the case of the calculation of Working Capital set forth therein, in accordance with the definition of “Working Capital.” The Sellers will, and will use their application reasonable best efforts to cause their accountants and other representatives to, cooperate with and assist Purchaser in connection with the preparation of the Estimated Closing Initial Working Capital and Indebtedness Statement, including by providing to Purchaser reasonable access upon reasonable notice to their books, records and work papers and making available upon reasonable notice personnel to the extent reasonably required; provided, however, that the accountants of the Sellers shall not be obliged to make any work papers available to Purchaser or its representatives except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (b) Following the Closing through the date that the Initial Closing Final Working Capital and Indebtedness Statement has become becomes final and binding in accordance with Section 2.6(c)binding, Parent the Sellers and its Representatives shall their representatives will be permitted to reasonable access review Purchaser’s and review, during normal business hours, of the Transferred Entities’ books, records and work papers, and shall be permitted reasonable access papers relating to the underlying assets and premises, of the Transferred Entities and Purchaser that are reasonably related to the calculations of Initial Working Capital and Net IndebtednessIndebtedness Statement. Purchaser will, and Purchaser shall, and shall will use its reasonable best efforts to cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives representatives to, cooperate with and assist Parent and its Representatives the Sellers in connection with the conduct of such review, including by providing to Parent reasonable access upon reasonable notice to such books, records, records and work papers, assets and premises papers and making available upon reasonable notice personnel to the extent requestedreasonably required; provided, however, that the accountants of Purchaser shall not be obliged to make any work papers available to the Sellers or their representatives except in each case, upon reasonable notice accordance with such accountants’ normal disclosure procedures and during normal business hoursthen only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Final Working Capital and Indebtedness Statement becomes final and binding in accordance binding, it will not take or permit to be taken any actions with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Working Capital and Indebtedness Statement are is based, or on which the Final Closing Working Capital and Indebtedness Statement is to be based, that would materially impede or delay the determination of the amount of Working Capital or Indebtedness as of the Closing Date or the preparation of any Notice of Disagreement or the Final Working Capital and Indebtedness Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within fifty As promptly as practicable (50but no later than sixty (60) Business Days days after the Closing Date), Parent Seller shall prepare in good faith and deliver to Purchaser Buyer a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness (collectively, the ““ Initial Closing Settlement Statement”); provided that if Purchaser and ) setting forth the Closing Transferred Entities fail to provide access in accordance with Section 2.5(b)Assets Amount, such time period which shall be automatically extended by in the length format set forth on Section 3.03(a)(i) of time it takes Purchaser and the Transferred Entities to provide such accessDisclosure Schedule. The Initial Closing Settlement Statement shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Estimated Closing Statementinclude supporting schedules and all other relevant details to enable a detailed review by Buyer thereof. (b) Following the Closing through the date that In connection with Seller’s preparation of the Initial Closing Settlement Statement, to the extent Seller does not have all relevant information in its possession, Buyer shall promptly, and in any event within such time frame as reasonably required by Seller, make available to Seller and its Representatives all relevant information and the individuals in Buyer’s and Buyer’s Affiliates’ employ and responsible for and knowledgeable about the information to be used in the preparation of the Initial Settlement Statement has become final to respond to the reasonable inquiries of, or requests for information by, Seller or its Representatives. (c) During the sixty (60)-day period immediately following Buyer’s receipt of the Initial Settlement Statement and binding the other information referred to in accordance with Section 2.6(c3.04(a) (the “Review Period”), Parent Buyer and its Representatives shall be permitted to reasonable access and review, during normal business hours, of review Seller’s work papers used to prepare the books, records and work papersInitial Settlement Statement, and Seller shall be permitted reasonable access reasonably promptly, make available the individuals in its and its Affiliates’ employ or engagement who are responsible for and knowledgeable about the information used in, and the preparation of, the Initial Settlement Statement in each case who are reasonably necessary to respond to the underlying assets and premisesreasonable inquiries of, of the Transferred Entities and Purchaser that are reasonably related to the calculations of Working Capital and Net Indebtednessor requests for information by, and Purchaser shall, and shall cause Buyer or its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent and its Representatives in connection with such review, including by providing access to such books, records, work papers, assets and premises and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hoursRepresentatives. (cd) Purchaser Seller agrees that, following the Closing through the date that the Initial Closing Final Settlement Statement becomes final conclusive and binding upon the Parties in accordance with Section 2.6(c)this Article III, Purchaser it will not (and shall will cause its Affiliates and Representatives not to) preserve and maintain in all material respects, all accounting take any actions with respect to any books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Settlement Statement are based, is based or on which the Final Closing Settlement Statement is to be basedbased that are inconsistent with the past practice of the Business or that would impede or delay the determination of the Closing Transferred Assets Amount or the preparation of the Notice of Disagreement or the Final Settlement Statement in the manner and utilizing the methods required by this Agreement.

Post-Closing Statements. (a) Within fifty ninety (5090) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Seller a statement of that sets forth (i) the Working CapitalCapital Adjustment Amount, (ii) the Closing Cash and Amount, (iii) the Closing Indebtedness Amount, and (collectivelyiv) the Closing Transaction Expense Amount, together with reasonable support and detail of Purchaser’s calculations of the foregoing amounts (such statement, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles. If Purchaser fails to deliver the Initial Closing Statement within such ninety (90) day period to Seller, applied consistently with their application then, notwithstanding anything to the contrary in connection with the preparation of this Agreement, the Estimated Closing StatementStatement shall be binding upon the parties and deemed the Final Closing Statement for purposes of this Agreement. (b) Following the Closing through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent Seller and its their Representatives shall be permitted a reasonable opportunity to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities and Purchaser that are reasonably related to the calculations of the Working Capital Adjustment Amount, the Closing Cash Amount, the Closing Indebtedness Amount and Net Indebtednessthe Closing Transaction Expense Amount, and Purchaser shall, and shall cause its Subsidiaries Affiliates (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent Seller and its Representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hourshours and subject to the execution of customary access letters and restrictions caused by Pandemic Measures. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based.

Post-Closing Statements. (a) Within fifty sixty (5060) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of reasonably detailed statement, that sets forth (i) the Working CapitalCapital Adjustment Amount, (ii) the Closing Cash and Amount, (iii) the Closing Indebtedness Amount, and (collectivelyiv) the Closing Transaction Expense Amount, together with reasonable detail of Purchaser’s calculations of such amounts (such statement, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be based on the books and records of the Transferred Entities and prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with Principles and the preparation of the Estimated Closing Statementapplicable definitions set forth herein. (b) Following the Closing through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent and its Representatives shall be permitted to reasonable access and review, during normal business hourson a confidential basis and to the extent necessary to review or analyze the Initial Closing Statement, of the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities and Purchaser that are reasonably related to the calculations of the Working Capital Adjustment Amount, the Closing Cash Amount and Net Indebtednessthe Closing Indebtedness Amount, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives directly involved in the preparation of the Initial Closing Statement to, reasonably cooperate with and assist Parent and its Representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent so requested, in each case, upon reasonable notice and advance written notice, during normal business hourshours and subject to the execution of customary access letters and restrictions caused by Pandemic Measures. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser it will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are is based, or on which the Final Closing Statement is to be based, that would impede or delay the determination of the amount of the Working Capital Adjustment Amount, the Closing Cash Amount, the Closing Indebtedness Amount or the Closing Transaction Expense Amount or the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within fifty sixty (5060) Business Days days after the Closing Date, Parent the Buyer shall prepare in good faith and deliver to Purchaser GE a written statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness (collectively, the “Initial Closing Working Capital Statement”) setting forth a calculation of Working Capital as of the Closing Date (the “Closing Working Capital Amount”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Working Capital Statement shall be prepared in good faith in accordance with the Transaction Accounting Principles, applied consistently with their application . GE shall cooperate and assist in connection with the preparation of the Closing Working Capital Statement to the extent reasonably requested by the Buyer. In connection with the Buyer’s preparation of the Closing Working Capital Statement, the GE shall, and shall cause its Affiliates to, make reasonably available the individuals in their employ, if any, knowledgeable about the information used in the Statement of Estimated Closing StatementWorking Capital in order to respond to the reasonable inquiries of the Buyer. (b) Following During the sixty (60) days immediately following GE’s receipt of the Closing through Working Capital Statement (the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c“Review Period”), Parent GE and its Representatives shall will be permitted to review any working papers, trial balances and similar materials relating to the Closing Working Capital Statement prepared by Buyer or its independent accountants; provided that the accountants of the Buyer shall not be obliged to make any work papers available to GE or its Representatives unless and until GE has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. The Buyer shall also provide GE and its Representatives with reasonable access and reviewaccess, during normal business hours, of to the books, records and work papersother relevant information relating to the operations and finances of the Business with respect to the period up to and including the Closing Date, and the Buyer shall be permitted reasonable access make reasonably available the individuals in its employ responsible for and knowledgeable about the information used in, and to the underlying assets and premises, of the Transferred Entities and Purchaser that are reasonably extent involved with or related to the calculations preparation of the Closing Working Capital and Net IndebtednessStatement, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent and its Representatives in connection with such review, including by providing access order to such books, records, work papers, assets and premises and making available personnel respond to the extent requested, in each case, upon reasonable notice and during normal business hoursinquiries of GE. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based.

Post-Closing Statements. (a) Within fifty ninety (5090) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of reasonably detailed statement, that sets forth (i) the Working CapitalCapital Adjustment Amount, (ii) the Closing Cash and Amount, (iii) the Closing Indebtedness Amount, and (collectivelyiv) the Closing Transaction Expense Amount, together with reasonable detail of Purchaser’s calculations of such amounts (such statement, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith in accordance with the definitions set forth herein (including the Accounting Principles, applied consistently with their application in connection with as applicable) and shall be based on the preparation books and records of the Estimated Closing StatementTransferred Entities. (b) Following delivery of the Initial Closing Statement through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.6(c), Parent the Sellers and its their Representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities and Purchaser that are reasonably related to the extent used or relied on in the calculations of the Working Capital Adjustment Amount, the Closing Cash Amount, the Closing Indebtedness Amount, and Net Indebtedness, the Closing Transaction Expense Amount and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, reasonably cooperate with and assist Parent the Sellers and its their Representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable advance written notice and during normal business hourshours and subject to the execution of customary access letters and restrictions caused by Pandemic Measures. (c) Purchaser agrees that, unless otherwise required by Law, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser it will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based, with the primary intent and knowledge that the taking of such actions would impede or delay the determination of the amount of the Working Capital Adjustment Amount, the Closing Cash Amount, the Closing Indebtedness Amount or the Closing Transaction Expense Amount or the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within fifty ten (5010) Business Days days after the Closing Date, Parent the Sellers shall prepare in good faith and deliver (or cause to Purchaser be prepared and delivered) to the Acquiror a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness (collectively, the “Initial Closing Working Capital Statement”) of Working Capital as of the opening of business on the Closing Date (“Closing Working Capital”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Working Capital Statement shall be prepared in good faith in accordance with the Transaction Accounting Principles, applied consistently with their application Principles and shall be in the format of the Reference Working Capital Statement. In connection with the Sellers’ preparation of the Initial Working Capital Statement, to the extent the Sellers do not have all relevant information in their possession, the Acquiror shall make available all relevant information and the individuals in its employ and responsible for and knowledgeable about the information to be used in the preparation of the Estimated Closing StatementInitial Working Capital Statement in order to respond to the reasonable inquiries of, or requests for information by, the Sellers. (b) Following During the Closing through fifteen (15) Business Day period immediately following the date that Acquiror’s receipt of the Initial Closing Working Capital Statement has become final and binding in accordance with Section 2.6(c(the “Review Period”), Parent the Acquiror and its Representatives shall will, upon reasonable prior notice, be permitted to reasonable access and review, during normal business hours, of review the books, records and Sellers’ work papers, and shall be permitted reasonable access to the underlying assets all books and premises, records of the Transferred Entities and Purchaser that are reasonably related to the calculations of Working Capital and Net Indebtedness, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its Sellers and their respective employeesAffiliates used or useful in the review of the Initial Working Capital Statement, accountants and other Representatives to, cooperate with the Sellers shall make available all relevant information and assist Parent and its Representatives the individuals in connection with such review, including by providing access their employ responsible for or knowledgeable about the information used in the preparation of the Initial Working Capital Statement in order to such books, records, work papers, assets and premises and making available personnel respond to the extent requestedreasonable inquiries of, in each caseor requests for information by, upon reasonable notice and during normal business hoursthe Acquiror. (c) Purchaser The Acquiror agrees that, following the Closing through the date that the Initial Closing Final Working Capital Statement becomes final and binding in accordance binding, it will not take any actions with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements Reference Balance Sheet or the Initial Closing Working Capital Statement are based, is based or on which the Final Closing Working Capital Statement is to be basedbased that would impede, delay or otherwise affect the determination of the amount of Closing Working Capital or the preparation of the Notice of Disagreement or the Final Working Capital Statement in the manner and utilizing the methods required by this Agreement. The Sellers and the Acquiror acknowledge that the sole purpose of the determination of Working Capital is to adjust the Purchase Price so as to reflect the change in Working Capital.

Post-Closing Statements. (a) Within fifty ninety (5090) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness as of immediately prior to the Closing (collectively, the “Initial Closing Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith and shall set forth the calculations of such amounts in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Estimated Closing Statement. (b) Following the Closing through the date that delivery of the Initial Closing Statement has become final to the Parent and binding in accordance with Section 2.6(c)up to the end of the Resolution Period, Parent and its Representatives Affiliates and representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities and Purchaser that are reasonably related to the calculations of Working Capital and Net Indebtedness, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives representatives (subject to the prior delivery of customary release letters) to, reasonably cooperate with and assist Parent and its Representatives Affiliates and representatives in connection with such review, including by providing access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser it will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which that would reasonably be expected to impede or delay the Business Audited Financial Statements final determination of the amount of Working Capital or the Initial Closing Statement are based, or on which the Final Closing Statement is to be basedNet Indebtedness.

Post-Closing Statements. (a) Within fifty sixty (5060) Business Days days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of (i) Working CapitalCapital of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date, (ii) Cash the Indebtedness of the Transferred Companies as of the close of business on the Closing Date, and (iii) Indebtedness the Cash (collectively, including the amounts of Operating Cash and Trapped Cash) of the Transferred Companies and their respective Subsidiaries as of the close of business on the Closing Date (the “Initial Closing Working Capital and Net Indebtedness Statement”); provided that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Working Capital and Net Indebtedness Statement shall be prepared in good faith in accordance with the Accounting Principles, Working Capital Principles applied consistently with their application in connection with the preparation of the Estimated Closing most-recent Audited Financial Statements. Parent and the Sellers will, and will use their reasonable best efforts to cause their accountants to, cooperate with and assist Purchaser in the preparation of the Initial Working Capital and Net Indebtedness Statement, including by providing reasonable access to their books, records and work papers and making available personnel to the extent reasonably required during normal business hours; provided, however, that the accountants of Parent and the Sellers shall not be obliged to make any work papers available to Purchaser or its representatives except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (b) Following During the Closing through the date that forty-five (45)-day period immediately following Parent’s receipt of the Initial Closing Working Capital and Net Indebtedness Statement has become final and binding in accordance with Section 2.6(c(the “Review Period”), Parent Parent, the Sellers and its Representatives shall their representatives will be permitted to reasonable access and review, during normal business hours, of the review Purchaser’s books, records and work papers, and shall be permitted reasonable access papers relating to the underlying assets and premises, of the Transferred Entities and Purchaser that are reasonably related to the calculations of Initial Working Capital and Net IndebtednessIndebtedness Statement. Purchaser will, and Purchaser shall, and shall will use its reasonable best efforts to cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Parent and its Representatives the Sellers in connection with the conduct of such review, including by providing reasonable access to such books, records, records and work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable notice and reasonably required during normal business hours; provided, however, that the accountants of Purchaser shall not be obliged to make any work papers available to Parent, the Sellers or their representatives except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants. (c) Each of Parent, the Sellers and Purchaser agrees that, following the Closing through the date that the Initial Closing Final Working Capital and Net Indebtedness Statement becomes final and binding in accordance binding, it will not take or permit to be taken any actions with Section 2.6(c), Purchaser will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Working Capital and Net Indebtedness Statement are is based, or on which the Final Closing Working Capital and Net Indebtedness Statement is are to be based, that would materially impede or delay the determination of the amount of Working Capital or Net Indebtedness as of the Closing Date or the preparation of the Initial Working Capital and Net Indebtedness Statement or the Final Working Capital and Net Indebtedness Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within fifty sixty (5060) Business Days after the Closing Date, Parent Purchaser shall prepare in good faith and deliver to Purchaser Parent a statement of (i) Working Capital, (ii) Cash and (iii) Indebtedness of the Transferred Entities, as of immediately prior to Closing (collectively, the “Initial Closing Statement”); provided provided, that if Purchaser and the Transferred Entities fail to provide access in accordance with Section 2.5(b), such time period shall be automatically extended by the length of time it takes Purchaser and the Transferred Entities to provide such access. The Initial Closing Statement shall be prepared in good faith in accordance with the Accounting Principles, applied consistently with their application in connection with the preparation of the Estimated Closing Statement. (b) Following the delivery of the Initial Closing Statement through the date that the Initial Final Closing Statement has become final and binding in accordance with Section 2.6(c), Parent and its Representatives shall be permitted to reasonable access and review, during normal business hours, of review the books, records and work papers, and shall be permitted reasonable access to the underlying assets and premises, papers of the Transferred Entities and Purchaser that are reasonably related to the calculations of Working Capital and Net Indebtedness, and Purchaser shall, and shall cause its Subsidiaries (including the Transferred Entities) and its and their respective employees, accountants and other Representatives to, reasonably cooperate with and assist Parent Xxxxxx and its Representatives in connection with such review, including by providing access to such books, records, work papers, assets and premises papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Final Closing Statement becomes final and binding in accordance with Section 2.6(c), Purchaser it will (and shall cause its Affiliates and Representatives to) preserve and maintain in all material respects, all not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Business Audited Financial Statements or the Initial Closing Statement are is based, or on which the Final Closing Statement is to be based, that are inconsistent with the Accounting Principles or that would impede or unreasonably delay the determination of the amount of Working Capital or Net Indebtedness or the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement.