Common use of Post-Closing True-Up Clause in Contracts

Post-Closing True-Up. (i) Within ninety (90) days after the Closing Date, the Buyer shall provide to the Securityholder Representative the Closing Balance Sheet, together with the Buyer’s determination of (A) the Unrestricted Cash, (B) the Company Debt, (C) the Company Long-Term Deferred Revenue, (D) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (E) the aggregate amount of Change in Control Payments, including any related employer portion of employment taxes attributable thereto, (F) the Net Working Capital Deficiency, and (G) the Merger Consideration (collectively, the “Closing Working Capital Statement”). The Buyer will make available at the Securityholder Representative’s reasonable request all records and work papers used in calculating such amounts. If the Securityholder Representative disagrees with any of the amounts set forth in the Closing Working Capital Statement, the Securityholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within forty five (45) days after the receipt of the Closing Working Capital Statement (and in the event no Change Notice is provided during such period, the Securityholder Representative will be deemed to have agreed to and accepted each such calculation as of the end of such period). The Buyer shall promptly cooperate with the Securityholder Representative in providing such information as the Securityholder Representative reasonably requests in connection with the review of the Closing Working Capital Statement. If the Securityholder Representative provides a Change Notice to the Buyer within such period, the Closing Working Capital Statement and the components thereof included in the Change Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(d) (Resolution of Disputes).

Post-Closing True-Up. (i) Within ninety (90) days after the Closing Date, the Buyer Parent shall provide to the Securityholder Representative the Closing Balance Sheet, together with the BuyerParent’s determination of (A) the Unrestricted CashClosing Consideration, (B) the Company DebtNet Working Capital Deficiency or the Net Working Capital Surplus, and (C) the Company Long-Term Deferred Revenue, (D) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (E) the aggregate amount of Change in Control Payments, including any related employer portion of employment taxes attributable thereto, (F) the Net Working Capital Deficiency, and (G) the Merger Total Consideration (collectively, the “Closing Working Capital StatementVerified Net Consideration Certificate”). The Buyer Parent will timely make available at the Securityholder Representative’s reasonable request all records and work papers of the Parent used in the preparation of the Verified Net Consideration Certificate and in calculating such amountsamounts therein. If the Securityholder Representative disagrees with any of the amounts set forth in the Closing Working Capital StatementVerified Net Consideration Certificate, the Securityholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Dispute Notice”) to the Buyer Parent within forty five (45) days after the receipt of the Closing Working Capital Statement Verified Net Consideration Certificate (and in the event no Change Dispute Notice is provided during such period, the Securityholder Representative Seller will be deemed to have agreed to and accepted each such calculation as of the end of such period). The Buyer Parent shall reasonably promptly cooperate with the Securityholder Representative in providing such information as the Securityholder Representative reasonably requests in connection with the review of the Closing Working Capital StatementVerified Net Consideration Certificate. If the Securityholder Representative Seller provides a Change Dispute Notice to the Buyer Parent within such period, the Closing Working Capital Statement Verified Net Consideration Certificate and the components thereof included in the Change Dispute Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(d2.9(c) (Resolution of Disputes).. Plan of Merger and Securities Purchase AgreementPage 21 of 76

Post-Closing True-Up. (i) Within ninety (90) days after the Closing Date, the Buyer shall provide to the Securityholder Stockholder Representative the Closing Balance Sheet, together with the Buyer’s determination of (A) the Unrestricted Closing Cash, (B) the Company Debt, (C) the Company Long-Term Deferred Revenue, (D) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (ED) the aggregate amount of Change in Control Payments, including any related employer portion of employment taxes attributable theretoPayments not otherwise paid immediately prior to the Effective Time, (FE) the Net Working Capital DeficiencyDeficiency or the Net Working Capital Surplus, and (GF) the Closing Cash Merger Consideration (collectively, the “Closing Working Capital StatementVerified Allocation Certificate”). The Buyer will make available at the Securityholder Stockholder Representative’s reasonable request all records and work papers of the Buyer used in calculating such amounts. If the Securityholder Stockholder Representative disagrees with any of the amounts set forth in the Closing Working Capital StatementVerified Allocation Certificate, the Securityholder Stockholder Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within forty five ninety (4590) days after the receipt of the Closing Working Capital Statement Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Securityholder Stockholder Representative will be deemed to have agreed to and accepted each such calculation as of the end of such period). The Buyer shall reasonably promptly cooperate with the Securityholder Stockholder Representative in providing such information as the Securityholder Stockholder Representative reasonably requests in connection with the review of the Closing Working Capital StatementVerified Allocation Certificate. If the Securityholder Stockholder Representative provides a Change Notice to the Buyer within such period, the Closing Working Capital Statement Verified Allocation Certificate and the components thereof included in the Change Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(d1.7(c) (Resolution of Disputes).

Post-Closing True-Up. (i) Within ninety (90) days after the Closing Date, the Buyer shall provide to the Securityholder Member Representative the Closing Balance Sheet, together with the Buyer’s determination of (A) the Unrestricted Closing Cash, (B) the Company Debt, (C) the Company Long-Term Deferred Revenue, (D) the Transaction Expenses not otherwise paid immediately prior to the Effective Time, (ED) the aggregate amount of Change in Control Payments, including any related employer portion of employment taxes attributable theretoPayments not otherwise paid immediately prior to the Effective Time, (FE) the Net Working Capital DeficiencyDeficiency or the Net Working Capital Surplus, and (GF) the Closing Cash Merger Consideration (collectively, the “Closing Working Capital StatementVerified Allocation Certificate”). The Buyer will make available at the Securityholder Member Representative’s reasonable request all records and work papers of the Buyer used in calculating such amounts. If the Securityholder Member Representative disagrees with any of the amounts set forth in the Closing Working Capital StatementVerified Allocation Certificate, the Securityholder Member Representative may provide a written notice of proposed changes to any such calculation specifying in reasonable detail all disputed items and the basis therefor (a “Change Notice”) to the Buyer within forty five ninety (4590) days after the receipt of the Closing Working Capital Statement Verified Allocation Certificate (and in the event no Change Notice is provided during such period, the Securityholder Member Representative will be deemed to have agreed to and accepted each such calculation as of the end of such period). The Buyer shall reasonably promptly cooperate with the Securityholder Member Representative in providing such information as the Securityholder Member Representative reasonably requests in connection with the review of the Closing Working Capital StatementVerified Allocation Certificate. If the Securityholder Member Representative provides a Change Notice to the Buyer within such period, the Closing Working Capital Statement Verified Allocation Certificate and the components thereof included in the Change Notice shall be finally determined in accordance with the resolution of dispute procedures set forth in Section 1.7(d1.7(c) (Resolution of Disputes).