Common use of Proposed Final Closing Statement Clause in Contracts

Proposed Final Closing Statement. As promptly as possible and in any event within forty-five (45) calendar days after the Closing Date, Purchaser shall prepare or cause to be prepared, and shall provide to the Equityholders’ Representative, a written statement (the “Proposed Final Closing Statement”) setting forth in reasonable detail its proposed final determination of the Closing Net Working Capital, Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price. The determination of the Closing Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price reflected on the Proposed Final Closing Statement shall be prepared in accordance with the definitions thereof and the Accounting Policies. For the avoidance of doubt, in no event shall the amount, if any, by which the Closing Net Working Capital exceeds the Net Working Capital Target exceed $3,000,000 in the aggregate. Purchaser shall provide, and cause the Surviving Corporation and its Subsidiaries to provide, the Equityholders’ Representative and its Representatives reasonable supporting documentation of the items set forth in the Proposed Final Closing Statement, and reasonable access to the work papers and other books and records (including Tax records) and Representatives of Purchaser, the Surviving Corporation and the Surviving Corporation’s Subsidiaries for purposes of assisting the Equityholders’ Representative and its Representatives in their review of the Proposed Final Closing Statement. Without limiting any other rights or remedies that the Equityholders’ Representative or Equityholders may have under this Agreement (but, for the avoidance of doubt, without duplication of remedies), if Purchaser fails to timely deliver the Proposed Final Closing Statement in accordance with the foregoing, then, at the election of the Equityholders’ Representative in its sole discretion, the Equityholders’ Representative may elect that the Estimated Closing Statement shall be deemed for all purposes of this Section 3.04 to be the Final Closing Statement.

Proposed Final Closing Statement. As promptly as possible and in any event within forty-five ninety (4590) calendar days after the Closing DateClosing, Purchaser Buyers shall prepare or cause to be prepared, and shall provide to the EquityholdersSellers’ RepresentativeRepresentative and Blocker Seller, a written statement setting forth in reasonable detail their proposed final determination of the Net Working Capital, the Company Transaction Expenses, the Closing Cash Amount, the Closing Debt Amount, the Cash Consideration Amount and the Blocker Adjustment Amount (the “Proposed Final Closing Statement”) setting forth in reasonable detail its proposed final determination of the Closing Net Working Capital, Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price). The determination of the Closing Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price reflected on the Proposed Final Closing Statement shall be prepared in accordance with the definitions thereof Accounting Principles and the Accounting PoliciesBlocker Adjustment Amount shall be prepared in a manner consistent with the definition thereof. For Buyers will not amend, supplement or modify the avoidance of doubt, in no event Proposed Final Closing Statement following their delivery to the Sellers’ Representative. Buyers shall afford the amount, if any, by which the Closing Net Working Capital exceeds the Net Working Capital Target exceed $3,000,000 in the aggregate. Purchaser shall provide, and cause the Surviving Corporation and its Subsidiaries to provide, the EquityholdersSellers’ Representative and its Representatives reasonable supporting documentation of the items set forth in the Proposed Final Closing Statement, and reasonable access to the work papers and other books and records (including Tax records) and Representatives of Purchaser, the Surviving Corporation Blocker and the Surviving Corporation’s Subsidiaries Group Companies and any accountants, counsel or financial advisers retained by Blocker or the Group Companies for purposes of assisting the EquityholdersSellers’ Representative and its Representatives in their review of the Proposed Final Closing Statement. Without limiting any other rights or remedies that the Equityholders’ Representative or Equityholders may have under this Agreement (but, for the avoidance of doubt, without duplication of remedies), if Purchaser fails to timely deliver the Proposed Final Closing Statement in accordance with the foregoing, then, at the election No actions taken by either of the Equityholders’ Representative in its sole discretionBuyers or on behalf of Blocker or the Group Companies, on or following the Closing, shall be given effect for purposes of determining the Net Working Capital, Company Transaction Expenses, the Equityholders’ Representative may elect that Closing Cash Amount, the Estimated Closing Statement shall be deemed for all purposes of this Section 3.04 to be Debt Amount, the Final Closing StatementCash Consideration Amount or the Blocker Adjustment Amount.

Proposed Final Closing Statement. As promptly as possible and in any event within fortyone-hundred and five (45105) calendar days after the Closing Date, Purchaser shall prepare or cause to be preparedprepared in good faith, and shall provide to the Equityholders’ Representative, a written statement (the “Proposed Final Closing Statement”) setting forth in reasonable detail its proposed final determination of the Closing Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Company Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price. The determination of the Closing Net Working Capital, the Closing Cash Balance, the Transaction Tax Benefits, the Closing Company Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price reflected on the Proposed Final Closing Statement shall be prepared in accordance with the definitions thereof and the Accounting Policies. For the avoidance of doubt, in no event shall the amount, if any, by which provided that the Closing Net Working Capital exceeds Capital, the Net Working Capital Target exceed $3,000,000 Closing Cash Balance, the Company Indebtedness and the Company Transaction Expenses set forth in the aggregateProposed Final Closing Statement will be used in lieu of the Estimated Closing Working Capital, the Estimated Closing Cash Balance, the Estimated Company Indebtedness and the Estimated Company Transaction Expenses. Purchaser shall provide, and cause the Surviving Corporation and its Subsidiaries subsidiaries to provide, the Equityholders’ Representative and its Representatives reasonable supporting documentation a reasonably detailed explanation of the items set forth basis for any differences in any elements of the Proposed Final Closing StatementStatement and the Estimated Closing Statement and access, during normal business hours and upon reasonable access advance request, to the work papers and other books and records (including Tax recordsrecords of the Company Group (and not of Purchaser or any of its Affiliates)) (other than documents and Representatives information that are subject to attorney-client privilege, work product doctrine or other similar privilege), and employees and representatives of Purchaser, the Surviving Corporation and the Surviving Corporation’s Subsidiaries Subsidiaries, in each case, to the extent reasonably necessary for purposes of assisting the Equityholders’ Representative and its Representatives in their review of the Proposed Final Closing Statement. Without limiting any other rights or remedies that the Equityholders’ Representative or Equityholders may have under this Agreement (but, for the avoidance of doubt, without duplication of remedies), if Purchaser fails subject to timely deliver the Proposed Final Closing Statement in accordance with the foregoing, then, at the election of the Equityholders’ Representative in its sole discretion, the Equityholders’ Representative may elect that the Estimated Closing Statement shall be deemed for all purposes of this Section 3.04 to be the Final Closing Statementcustomary confidentiality restrictions.

Proposed Final Closing Statement. As promptly as possible (i) Within one hundred and in any event within forty-five twenty (45120) calendar days after the Closing Date, Purchaser Buyer shall prepare (or cause to be prepared, ) and shall provide to the Equityholders’ Representative, Seller a written statement (the “Proposed Final Closing Statement”) setting forth in reasonable detail its Buyer’s proposed final determination of calculations of: (i) the Closing Net Working Capital, Closing Cash Balance, the Transaction Tax Benefits, the Closing Indebtedness, the Company Transaction Expenses and the Aggregate Purchase Price. The determination of the Closing Net Working Capital, (ii) the Closing Cash Balance, (iii) the Transaction Tax BenefitsExpenses, (iv) the Closing Indebtedness, Date Indebtedness and (v) the Company Transaction Expenses and resulting calculation of the Aggregate Purchase Price reflected on calculated using the proposed final calculations described in clauses (i) through (iv) (the “Proposed Final Closing Statement shall be prepared in accordance Purchase Price”, and together with the definitions thereof and the Accounting Policies. For the avoidance of doubt, in no event shall the amount, if any, by which the Closing Net Working Capital exceeds the Net Working Capital Target exceed $3,000,000 in the aggregate. Purchaser shall provide, and cause the Surviving Corporation and its Subsidiaries to provide, the Equityholders’ Representative and its Representatives reasonable supporting documentation of the items other proposed final calculations set forth in the Proposed Final Closing Statement, the “Proposed Final Calculations”). The Proposed Final Closing Statement and the Proposed Final Calculations shall be prepared in accordance with this Agreement and the Accounting Policies. Buyer shall afford, and cause the Company to afford, Seller and its Representatives reasonable access (during regular business hours and upon reasonable prior notice) to the employees and work papers and other books and records (including Tax records) and Representatives of Purchaser, the Surviving Corporation and the Surviving Corporation’s Subsidiaries Company solely for purposes of assisting the Equityholders’ Representative Seller and its Representatives in their review of the Proposed Final Closing Statement. Without limiting any other rights or remedies that Statement and the Equityholders’ Representative or Equityholders may have under this Agreement Proposed Final Calculations. (but, for the avoidance of doubt, without duplication of remedies), if Purchaser ii) If Buyer fails to timely deliver the Proposed Final Closing Statement in accordance with the foregoingclause (i) above, then, at the election of the Equityholders’ Representative in its sole discretionSeller’s election, the Equityholders’ Representative may elect that either (x) the Estimated Closing Statement shall be deemed for all purposes of this Section 3.04 final and binding upon Buyer and Seller, or (y) Seller will prepare or cause to be prepared, and will provide to Buyer, a Proposed Final Closing Statement within thirty (30) calendar days after the date on which Buyer was required to deliver the Proposed Final Closing Statement, in which case Sections 2.04(c) and 2.04(d) shall apply, mutatis mutandis, to Buyer’s right to review and deliver a Dispute Notice (as defined below) and to the resolution of any disputes.