Common use of Preparation of the Final Statement of Purchase Price Clause in Contracts

Preparation of the Final Statement of Purchase Price. Section 2.3.3.1 As soon as practicable, but no later than 60 days after the Closing Date, the Company shall, and the Purchaser shall cause the Company to, prepare and deliver to the Seller (A) a proposed calculation of the Net Working Capital as of the end of the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of Cash and Cash Equivalents (the “Proposed Closing Date Statement of Cash and Cash Equivalents”) and (C) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and, in each case, the components thereof. The Proposed Closing Date Statement of Net Working Capital, the Proposed Closing Date Statement of Cash and Cash Equivalents and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Notwithstanding anything to the contrary set forth herein, if the Company fails to timely deliver any of the Proposed Closing Date Calculations, then the calculation of the Estimated Purchase Price shall represent the Final Statement of Purchase Price and shall be conclusive and binding on the parties hereto, unless the Seller, in Seller’s sole discretion, notifies the Purchaser in writing no later than 90 days after the Closing Date that the Seller elects to retain a nationally recognized independent accounting firm to review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.3, which determination by such accounting firm shall be conclusive and binding on the parties hereto; provided, however that the Seller reserves any and all rights granted in this Agreement and all remedies available to the Seller under this Agreement. In connection with the foregoing, the Company shall, and shall cause each of its Subsidiaries to, make its books and records, to the extent reasonably required, available to such accounting firm in connection with its services, and all fees and expenses of such accounting firm shall be paid by the Company and its Subsidiaries.

Preparation of the Final Statement of Purchase Price. Section 2.3.3.1 (i) As soon as practicable, but no later than 60 days after the Closing Date, the Company shall, and the Purchaser Buyer shall cause the Company to, prepare and deliver to Seller (1) a written statement (the Seller “Closing Statement”) setting forth (A) a proposed calculation of the Net Working Capital as of the end of the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the Closing Date Funded Indebtedness (the “Proposed Closing Date Indebtedness”), (C) a proposed calculation of the Closing Date Cash and Cash Equivalents (the “Proposed Closing Date Statement of Cash and Cash Equivalents”) and ), (CD) a proposed calculation of the Transaction Expenses unpaid as of the Closing (the “Proposed Transaction Expenses”) and (E) a proposed calculation of the resulting Purchase Price (the “Proposed Purchase Price Calculation”) and, in each case, based on the components thereof. The Proposed Closing Date Statement of Net Working Capital, the Proposed Closing Date Statement of Indebtedness, the Proposed Closing Date Cash and Cash Equivalents Equivalents, the Proposed Transaction Expenses and the other components of the Purchase Price as set forth in the Estimated Purchase Price, (2) the consolidated balance sheet of the Company as of 12:01 a.m. (Eastern Time) on the Closing Date (the “Closing Date Balance Sheet”) and (3) reasonable detail, include supporting schedules and analyses as appropriate, with respect to each of the components described in the foregoing clauses (1) and (2). The Proposed Closing Date Net Working Capital, Proposed Closing Date Indebtedness, the Proposed Closing Date Cash and Cash Equivalents, the Proposed Transaction Expenses and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Notwithstanding anything to the contrary set forth herein, if the Company fails to timely deliver any of the The Proposed Closing Date Calculations, then the calculation of the Estimated Purchase Price shall represent the Final Statement of Purchase Price and Calculations shall be conclusive and binding on the parties hereto, unless the Seller, calculated in Seller’s sole discretion, notifies the Purchaser good faith in writing no later than 90 days after the Closing Date that the Seller elects to retain a nationally recognized independent accounting firm to review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent accordance with the provisions of this Section 2.3, which determination by such accounting firm shall be conclusive Accounting Principles Consistently Applied and binding on the parties hereto; provided, however that the Seller reserves any and all rights granted in this Agreement and all remedies available to the Seller under this Agreement. In connection with the foregoing, the Company shall, including Schedule A-1 and shall cause each of its Subsidiaries to, make its books and records, to the extent reasonably required, available to such accounting firm in connection with its services, and all fees and expenses of such accounting firm shall be paid by the Company and its SubsidiariesA-2.

Preparation of the Final Statement of Purchase Price. Section 2.3.3.1 (i) As soon as practicable, but no later than 60 ninety (90) days after the Closing Date, the Company shall, and the Purchaser Buyer shall cause the Company to, prepare and deliver to the Seller (A) a proposed detailed calculation of the Net Working Capital as of the end of the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), ) and (B) a proposed detailed calculation of Cash and Cash Equivalents (the “Proposed Purchase Price, including a proposed detailed calculation of Closing Date Statement of Cash and Cash Equivalents”) , Closing 968037.12 Indebtedness and (C) a proposed calculation of Seller Expenses not paid at or prior to the Purchase Price Closing (the “Proposed Purchase Price Calculation”) and, in each case, and the components thereof. The Proposed Closing Date Statement of Net Working Capital, the Proposed Closing Date Statement of Cash and Cash Equivalents Capital and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Notwithstanding anything The Proposed Closing Date Calculations shall be prepared based upon the books and records of the Group Companies in accordance with the definitions as provided in this Agreement, the Accounting Principles and the Net Working Capital Example. Buyer shall make available (without cost to the contrary set forth herein, if Seller) for the Company fails to timely deliver any purpose of verifying the Proposed Closing Date Calculations throughout the forty-five (45) day period following Buyer’s delivery of the Proposed Closing Date Calculations: (i) all work papers, then trial balances and similar materials relating to the calculation of the Estimated Purchase Price shall represent the Final Statement of Purchase Price and shall be conclusive and binding on the parties hereto, unless the Seller, in Seller’s sole discretion, notifies the Purchaser in writing no later than 90 days after the Proposed Closing Date that Calculations prepared by or on behalf of Buyer (the Seller elects “Supporting Materials”); and (ii) Buyer’s and the Company’s and its Subsidiaries’ personnel and accountants. If Buyer fails to retain a nationally recognized independent accounting firm to review timely deliver the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.3, which determination by such accounting firm shall be conclusive and binding on the parties hereto; provided, however that the Seller reserves any and all rights granted Proposed Closing Date Calculations in this Agreement and all remedies available to the Seller under this Agreement. In connection accordance with the foregoing, then the Company shallActual Adjustment shall be deemed to equal zero. The post-Closing adjustment to the Purchase Price as set forth in this Section 2.6 is not intended to permit the introduction of different accounting methods, policies, practices, procedures, classifications, conventions, categorizations, definitions, principles, 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 or the accounts used and included in determining the Reference Amounts and the Net Working Capital Example. Net Working Capital shall be determined without regard for any facts, circumstances or events that first arise or exist only after the Closing Date, and shall cause each of its Subsidiaries tono such facts, make its books circumstances or events may be relied upon to adjust any assumptions, judgments or estimates that were made in determining the Reference Amounts, the Net Working Capital Example and recordsthe Estimated Net Working Capital. Notwithstanding anything else in this Agreement to the contrary, to the extent reasonably requiredthat the Proposed Closing Date Calculations correct an error or noncompliance with the Accounting Principles, available to such accounting firm in connection with its servicesthen the Reference Amounts shall be reduced or increased, and all fees and expenses as applicable, as a result of such accounting firm shall be paid by the Company and its Subsidiarieserror or noncompliance, as appropriate, to reflect such error or noncompliance.

Preparation of the Final Statement of Purchase Price. Section 2.3.3.1 As soon as practicable, but no later than 60 ninety (90) days after the Closing Date, the Company shall, and the Purchaser shall cause the Company to, prepare in good faith and deliver to the Seller (A) a proposed calculation of the Net Working Capital as of the end of the Closing Date (the “Proposed Closing Date Statement of Net Working Capital”), (B) a proposed calculation of the amount of Cash and Cash Equivalents (the “Proposed Closing Date Statement of Cash and Cash Equivalents”), (C) a proposed calculation of the amount of Closing Date Funded Indebtedness (the “Proposed Closing Date Funded Indebtedness”), (D) a proposed calculation of the amount of Seller Expenses (the “Proposed Seller Expenses”), (E) a proposed calculation of Closing Liabilities (the “Proposed Closing Liabilities”) and (CF) a proposed calculation of the Purchase Price (the “Proposed Purchase Price Calculation”) and, in each case, the components thereof. The Proposed Closing Date Statement of Net Working Capital, the Proposed Closing Date Statement of Cash and Cash Equivalents Equivalents, the Proposed Closing Funded Indebtedness, the Proposed Seller Expenses, the Proposed Closing Liabilities and the Proposed Purchase Price Calculation shall collectively be referred to herein from time to time as the “Proposed Closing Date Calculations.” Notwithstanding anything to the contrary set forth herein, if the Company Purchaser fails to timely deliver any of the Proposed Closing Date Calculations, then the calculation of the Estimated Purchase Price shall represent the Final Statement of Purchase Price and shall be conclusive and binding on the parties hereto, unless the Seller, in Seller’s sole discretion, notifies the Purchaser in writing no later than 90 days after the Closing Date that the Seller elects to retain a nationally recognized independent accounting firm to review the calculation of the Estimated Purchase Price and make any adjustments necessary thereto consistent with the provisions of this Section 2.3, which determination by such accounting firm shall be conclusive and binding on the parties hereto; provided, however that the Seller reserves any and all rights granted in this Agreement and all remedies available to the Seller under this Agreement. In connection with the foregoing, the Company shall, and shall cause each of its Subsidiaries to, make its books and records, to the extent reasonably required, available to such accounting firm in connection with its services, and all fees and expenses of such accounting firm shall be paid by the Company and its Subsidiaries.