Proposed Final Closing Balance Sheet and Post-Closing Statement Sample Clauses

Proposed Final Closing Balance Sheet and Post-Closing Statement. As promptly as possible and in any event within ninety (90) days after the Closing Date, Parent shall prepare or cause to be prepared, and shall deliver to the Securityholder Representative a consolidated balance sheet of the Company as of the close of business on the day immediately preceding the Closing Date (the “Proposed Final Closing Balance Sheet”), together with a written statement (the “Post-Closing Statement”) setting forth Parent’s good faith estimate (including all calculations in reasonable detail) of (i) the Closing Cash, Company Transaction Expenses, Closing Indebtedness, and Closing Net Working Capital, including any Net Working Capital Excess or Net Working Capital Shortfall, and (ii) a statement setting forth the determination of the resulting estimated Closing Cash Consideration. The Proposed Final Closing Balance Sheet and Post-Closing Statement will be prepared in accordance with the Accounting Principles and without giving effect to any changes resulting from the consummation of the Contemplated Transactions on the Closing Date.