Subsequent Closing Statement Clause Samples

Subsequent Closing Statement. (a) No later than forty-five (45) days after each Anniversary Date, Buyer shall prepare and deliver to Seller the following (the “Subsequent Closing Statement”): (i) an unaudited balance sheet of Nutra (the “Subsequent Closing Balance Sheet”) as of and at the close of business on such Anniversary Date; (ii) a statement of income for the trailing twelve (12)-month period immediately preceding such Anniversary Date; and (iii) a statement setting forth (A) a proposed closing date for such Subsequent Acquisition the (a “Proposed Subsequent Closing Date”), which date must be no more than sixty (60) days following the applicable Anniversary Date (provided that, in the event of a dispute in accordance with Section 3.03(c) below, such date will be automatically amended to be two (2) Business Days following the Subsequent Determination Date), (B) the LTM Gross Revenue as of such Anniversary Date, (C) with respect to the third and fourth Subsequent Acquisitions, the LTM Gross Revenue Adjustment, and (D) the applicable Subsequent Purchase Price. (b) Each Subsequent Closing Balance Sheet and Subsequent Closing Statement shall be prepared in accordance with the principles set forth in Section 2.08(b), applied mutatis mutandis. Buyer shall deliver reasonable supporting documentation together with each Subsequent Closing Statement. Following delivery of a Subsequent Closing Statement to Seller, Buyer shall provide Seller and its Representatives reasonable access during normal business hours to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of Nutra relating to the preparation of such Subsequent Closing Balance Sheet and Subsequent Closing Statement and shall cause the personnel of Nutra to reasonably cooperate with Seller in connection with its review of the Subsequent Closing Balance Sheet and Subsequent Closing Statement. (c) If Seller shall disagree with the calculations of LTM Gross Revenue, the LTM Gross Revenue Adjustment (if applicable) or the Subsequent Purchase Price included in a Subsequent Closing Statement, it shall notify Buyer of such disagreement in writing, setting forth in reasonable detail the particulars of such disagreement, within fifteen (15) days after its receipt of such Subsequent Closing Statement. In the event that Seller does not provide a notice of disagreement within such fifteen (15)-day period, the GNC Parties and Buyer shall be deemed to have agreed to such Su...