Common use of Post-Closing Statements Clause in Contracts

Post-Closing Statements. (a) Within ninety (90) days after the Closing Date, Purchaser shall prepare and deliver to Parent a statement of the Adjustment Amount (the “Initial Post-Closing Adjustment Statement”), setting forth Purchaser’s calculation of the Adjustment Amount in reasonable detail. The Initial Post-Closing Adjustment Statement shall be prepared in accordance with the Transaction Accounting Principles applied consistently with their application in connection with the preparation of the Financial Statements and the Estimated Closing Working Capital. (b) During the forty (40)-day period immediately following Parent’s receipt of the Initial Post-Closing Adjustment Statement (the “Review Period”), Parent, Sellers and their representatives will be permitted to review Purchaser’s books, records and work papers to the extent relating to the Initial Post-Closing Adjustment Statement. Purchaser will, and will use its reasonable best efforts to cause its accountants to, cooperate with and assist Parent and Sellers in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required in connection with such review. (c) Purchaser agrees that, following the Closing through the date that the Final Post-Closing Adjustment Statement becomes final and binding, it will not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements or the Initial Post-Closing Adjustment Statement is based, or on which the Final Post-Closing Adjustment Statement are to be based, that are inconsistent with the Transaction Accounting Principles or that would or would reasonably be expected to materially impede or delay the determination of the Adjustment Amount or the preparation of any Notice of Disagreement or the Final Post-Closing Adjustment Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within ninety sixty (9060) days after the Closing Date, Purchaser shall prepare and deliver to Parent Seller a statement of the Adjustment Amount (the “Initial Post-Closing Adjustment Statement”) of the Working Capital as of the Closing (the “Initial Closing Working Capital”), the Cash and Cash Equivalents as of the Closing (the “Initial Cash and Cash Equivalents”) and the Adjustment Amount as of the Closing determined from the foregoing (the “Initial Closing Adjustment Amount”), setting forth Purchaser’s good faith calculation of the Initial Closing Working Capital, Initial Cash and Cash Equivalents and Initial Closing Adjustment Amount in reasonable detail, and the calculation of the Purchase Price determined from the foregoing. The Initial Post-Closing Adjustment Statement shall be prepared in accordance with the Transaction Accounting Principles applied consistently with their application in connection with the preparation of the Financial Statements and the Estimated Closing Working CapitalPrinciples. (b) During the forty forty-five (40)-day 45)-day period immediately following ParentSeller’s receipt of the Initial Post-Closing Adjustment Statement (the “Review Period”), Parent, Sellers Seller and their its representatives will be permitted to review Purchaser’s books, books and records and work papers to the extent relating to the Initial Post-Closing Adjustment Statement. As reasonably requested by Seller, Purchaser will, and will use its commercially reasonable best efforts to cause its accountants to, cooperate with and assist Parent Seller and Sellers its representatives in the conduct of such review, including by providing reasonable access to such books, books and records and work papers and making available personnel to the extent reasonably required at reasonable times upon reasonable advance notice, and, if required by the accountants, subject to signing a customary agreement relating to such access to work papers in connection with such reviewform and substance reasonably acceptable to the accountants. (c) Purchaser agrees that, following the Closing through the date that the Final Post-Closing Adjustment Statement becomes final and binding, it will not take or permit to be taken taken, any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements or the Initial Post-Closing Adjustment Statement is based, or on which the Final Post-Closing Adjustment Statement are is to be based, that are inconsistent with the Transaction Accounting Principles or that would or would reasonably be expected to materially impede or delay the determination of the amount of the Initial Closing Working Capital, the Initial Closing Adjustment Amount or the preparation of any Notice of Disagreement or the Final Post-Closing Adjustment Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within ninety sixty (9060) days after the Closing Date, Purchaser shall prepare and deliver to Parent Seller a statement of the Adjustment Amount (the “Initial Post-Closing Adjustment Statement”) of the Working Capital as of the Closing (the “Initial Closing Working Capital”) and the Adjustment Amount as of the Closing based on the foregoing (the “Initial Closing Adjustment Amount”), setting forth Purchaser’s good faith calculation of the Initial Closing Working Capital and Initial Closing Adjustment Amount in reasonable detail. The Initial Post-Closing Adjustment Statement shall be prepared in accordance with the Transaction Accounting Principles applied consistently with their application in connection with the preparation of the Financial Statements and the Estimated Closing Working CapitalPrinciples. (b) During the forty forty-five (40)-day 45)-day period immediately following ParentSeller’s receipt of the Initial Post-Closing Adjustment Statement (the “Review Period”), Parent, Sellers Seller and their its representatives will be permitted to review Purchaser’s books, books and records and work papers to the extent relating to the Initial Post-Closing Adjustment Statement. Purchaser will, and will use its reasonable best efforts to cause its accountants to, cooperate with and assist Parent Seller and Sellers its representatives in the conduct of such review, including by providing reasonable access to such books, books and records and work papers and making available personnel to the extent reasonably required in connection with such reviewrequired. (c) Purchaser agrees that, following the Closing through the date that the Final Post-Closing Adjustment Statement becomes final and binding, it will not take or permit to be taken taken, any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements or the Initial Post-Closing Adjustment Statement is based, or on which the Final Post-Closing Adjustment Statement are is to be based, that are inconsistent with the Transaction Accounting Principles or that would or would reasonably be expected to materially impede or delay the determination of the amount of the Initial Closing Working Capital, the Initial Closing Adjustment Amount or the preparation of any Notice of Disagreement or the Final Post-Closing Adjustment Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within ninety sixty (9060) days after the Closing Date, Purchaser shall prepare in good faith and deliver to Parent Seller a statement of the Adjustment Adjusted Net Asset Amount (the “Initial Post-Closing Adjustment Adjusted Net Asset Statement”), setting forth Purchaser’s good faith calculation of the Adjustment Adjusted Net Asset Amount in reasonable detail. The Initial Post-Closing Adjustment Adjusted Net Asset Statement shall be prepared in accordance with the Transaction Accounting Principles applied consistently with their application definition of Adjusted Net Asset Amount and in connection a manner consistent with the preparation of the Financial Statements and the Estimated Closing Working CapitalExample Adjusted Net Asset Statement. (b) During the forty sixty (40)-day 60)-day period immediately following ParentSeller’s receipt of the Initial Post-Closing Adjustment Adjusted Net Asset Statement (the “Review Period”), Parent, Sellers Seller and their its representatives will be permitted to review Purchaser’s books, records and work papers to the extent relating to the Initial Post-Closing Adjustment Adjusted Net Asset Statement. Purchaser will, and will use its reasonable best efforts to cause its accountants to, cooperate with and assist Parent Seller and Sellers its representatives in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required in connection with such reviewrequired. (c) Purchaser agrees that, following the Closing through the date that the Final Post-Closing Adjustment Adjusted Net Asset Statement becomes final and binding, it will not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements or the Initial Post-Closing Adjustment Adjusted Net Asset Statement is are based, or on which the Final Post-Closing Adjustment Adjusted Net Asset Statement are is to be based, that are inconsistent with the Transaction Accounting Principles or that would or would reasonably be expected to materially impede or delay the determination of the Adjustment amount of the Adjusted Net Asset Amount or the preparation of any Objection Notice of Disagreement or the Final Post-Closing Adjustment Adjusted Net Asset Statement in the manner and utilizing the methods provided by this Agreement.

Post-Closing Statements. (a) Within ninety (90) 90 days after the Closing Date, Purchaser Acquiror shall prepare and deliver to Parent Seller a statement of the Adjustment Amount (the “Initial Post-Closing Adjustment Statement”), setting forth Purchaser’s calculation ) of the Adjustment Amount in reasonable detailPurchase Price as of the Closing Date (“Closing Purchase Price”). The Initial Post-Closing Adjustment Statement shall be prepared in accordance with the Transaction Accounting Principles applied consistently with their application Principles, shall be in the format set forth on Exhibit D, and shall include supporting schedules, working papers and all other relevant details to enable a review by Seller thereof. In connection with Acquiror’s preparation of the Initial Closing Statement, to the extent Acquiror does not have all relevant information in its possession, Seller 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 Financial Statements and Initial Closing Statement in order to respond to the Estimated reasonable inquiries of or requests for information by Acquiror. An example of an Initial Closing Working CapitalStatement as of May 31, 2012 is set forth in Section 2.08 of the Seller Disclosure Letter. (b) During the forty (40)-day 60-day period immediately following ParentSeller’s receipt of the Initial Post-Closing Adjustment Statement and the other information referred to in Section 2.08(a) (the “Review Period”), Parent, Sellers Seller and their representatives its Representatives will be permitted to review PurchaserAcquiror’s bookswork papers, all books and records of Acquiror and work papers its Affiliates (including, after the Closing, the Company) relevant to the extent relating review of the Initial Closing Statement, and Acquiror shall make available the individuals in its employ as well as representatives of its independent accountants responsible for and knowledgeable about the information used in, and the preparation of the Initial Closing Statement, to respond to the Initial Post-Closing Adjustment Statement. Purchaser will, and will use its reasonable best efforts to cause its accountants to, cooperate with and assist Parent and Sellers in the conduct inquiries of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required in connection with such reviewSeller. (c) Purchaser Acquiror agrees that, following the Closing through the date that the Final Post-Closing Adjustment Statement becomes final and binding, it will not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements or the Initial Post-Closing Adjustment Statement is based, based or on which the Final Post-Closing Adjustment Statement are is to be based, that are inconsistent with the Transaction Accounting Principles or based that would or would reasonably be expected to materially impede or delay the determination of the Adjustment Amount amount of Purchase Price or the preparation of any the Notice of Disagreement or the Final Post-Closing Adjustment Statement in the manner and utilizing the methods provided required by this Agreement.

Post-Closing Statements. (a) Within ninety (90) days 60 Business Days after the Closing Date, Purchaser the Acquiror shall prepare and deliver to Parent GE a statement of Modified Working Capital as of the Adjustment Amount Closing Date (the “Initial Post-Closing Adjustment Modified Working Capital Statement”), setting forth Purchaser’s calculation of the Adjustment Amount in reasonable detail. The Initial Post-Closing Adjustment Modified Working Capital Statement shall be in the form attached as Exhibit D and shall be prepared in good faith in accordance with the Transaction Accounting Principles Principles, applied consistently with their application in connection with the preparation of the Financial Statements and the Estimated Closing Working CapitalReference Balance Sheet. (b) During the forty (40)-day 30-day period immediately following ParentGE’s receipt of the Initial Post-Closing Adjustment Modified Working Capital Statement (the “Review Period”), Parent, Sellers GE and their representatives its Representatives will be permitted to review Purchaserthe Acquiror’s books, records and work papers to the extent relating to the Initial Post-Closing Adjustment Modified Working Capital Statement. Purchaser will, and will use its reasonable best efforts to cause its accountants to, cooperate with and assist Parent and Sellers in the conduct of such review, including by providing reasonable access to such books, records and work papers and making available personnel to the extent reasonably required in connection with such review. (c) Purchaser The Acquiror agrees that, following the Closing through the date that the Final Post-Closing Adjustment Modified Working Capital Statement becomes final and binding, it will not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements Reference Balance Sheet or the Initial Post-Closing Adjustment Modified Working Capital Statement is based, based or on which the Final Post-Closing Adjustment Modified Working Capital Statement are is to be based, based that are inconsistent with the Transaction Accounting Principles past practice of the Business (or GE or any of its Affiliates with respect to the Business) or that would or would reasonably be expected to materially impede or delay the determination of the Adjustment Amount amount of Modified Working Capital as of the Closing Date or the preparation of any the Notice of Disagreement or the Final Post-Closing Adjustment Modified Working Capital Statement in the manner and utilizing the methods provided required by this Agreement. GE and the Acquiror acknowledge that (i) the sole purpose of the determination of Modified Working Capital is to adjust the Purchase Price so as to reflect the change in Modified Working Capital resulting only from the operation of the Business and (ii) such change can be measured properly only if the calculation is done using the same accounting principles, practices, methodologies and policies used in the preparation of the Reference Balance Sheet and the Estimated Modified Working Capital Statement.

Post-Closing Statements. (a) Within ninety (90) 90 days after the Closing Date, Purchaser shall (i) prepare and deliver to Parent Seller a statement setting forth Purchaser’s calculation of the Adjustment Amount Working Capital as of the Valuation Time, the Remaining Cash, Purchased Entities’ Indebtedness and Purchased Entities’ Transaction Expenses (the “Initial Post-Closing Adjustment Statement”), setting forth Purchaser’s calculation ) and (ii) deliver to Seller a certificate of Purchaser certifying without exception or qualification that the Adjustment Amount in reasonable detail. The Initial Post-Closing Adjustment Statement shall be has been prepared in accordance with the Transaction Accounting Principles applied Principles. The Initial Post-Closing Statement shall be prepared consistently with their application in connection with the preparation Transaction Accounting Principles and shall contain the same line items as the Statement of the Financial Statements Estimated Working Capital and the Statement of Estimated Closing Working CapitalRemaining Cash. (b) During the forty (40)-day period immediately following Parentof time from and after the date of Seller’s receipt of the Initial Post-Closing Adjustment Statement (until the “Review Period”)Final Post-Closing Statement becomes final and binding, Parent, Sellers Purchaser shall provide reasonable access during normal business hours to Seller and their representatives will be permitted its Representatives to review Purchaser’s the books, records and work working papers to the extent relating of Purchaser reasonably relevant to the Initial Post-Closing Adjustment Statement. Purchaser will, and will use shall request that Purchaser’s independent auditors provide to Seller and its reasonable best efforts independent auditors (subject to cause its accountants to, cooperate with execution of customary work paper access agreements in form and assist Parent and Sellers in the conduct of substance satisfactory to such review, including by providing accountant) reasonable access to such books, records and work their working papers and making available personnel reasonably relevant to the extent reasonably required in connection with such reviewInitial Post-Closing Statement. (c) Purchaser agrees that, following the Closing through the date that the Final Post-Closing Adjustment Statement becomes final and binding, it will not intentionally take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Financial Statements Statement of Estimated Working Capital, the Statement of Estimated Remaining Cash, or the Initial Post-Closing Adjustment Statement is based, based or on which the Final Post-Closing Adjustment Statement are is to be based, based that are inconsistent with the Transaction Accounting Principles past practice of the PP&S Business (or that would Seller with respect to the PP&S Business) or would reasonably be expected intended to materially impede or delay the determination of the Adjustment Amount amount of Working Capital as of the Valuation Time, the amount of Remaining Cash, the amount of Purchased Entities’ Indebtedness, the amount of Purchased Entities’ Transaction Expenses, or the preparation of any the Notice of Disagreement or the Final Post-Closing Adjustment Statement in the manner and utilizing the methods provided required by this Agreement.