Preparation of the Closing Statement. Purchaser shall deliver to the Equityholder Representative on or before the date that is ninety (90) days after the Closing Date (a) a reasonably detailed statement (the “Closing Statement”) setting forth Purchaser’s good faith estimates of (i) the Closing Cash, (ii) the Closing Indebtedness, (iii) the Closing Transaction Expenses, (iv) the Closing Working Capital, as well as the resulting Closing Working Capital Excess (if any) or Closing Working Capital Shortfall (if any), as the case may be, and (v) the resulting calculation of the Merger Consideration, along with supporting documentation, and (b) a consolidated balance sheet of the Target Companies as of immediately prior to Closing (the “Closing Balance Sheet”), which shall be prepared in accordance with this Agreement and the Accounting Principles. The Parties agree that the procedures related to the adjustment of the Estimated Merger Consideration contemplated by Section 2.8, this Section 2.9 and Section 2.10 shall be conducted in accordance with the Accounting Principles and shall not permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies.
Appears in 5 contracts
Samples: Merger Agreement (Revelyst, Inc.), Merger Agreement (Outdoor Products Spinco Inc.), Agreement and Plan of Merger (Outdoor Products Spinco Inc.)
