Common use of Adjustment Statement Clause in Contracts

Adjustment Statement. Within 45 days after the Closing Date, either (a) Purchaser shall prepare and deliver to Seller an adjustment statement, setting forth the amount of the Deducted Liabilities and the Closing Working Capital, respectively, and, based on such calculations, Purchaser’s written calculation of the Cash Consideration and the adjustment necessary to reconcile the Estimated Cash Consideration to the Cash Consideration (the “Preliminary Adjustment Statement”) or (b) the Cash Consideration shall be equal to the Estimated Cash Consideration. Following the delivery of the Preliminary Adjustment Statement to Seller, Purchaser shall afford Seller a reasonable opportunity to examine, including by remote access, the statements and such supporting schedules, analyses, work papers, and other underlying records or documentation. Purchaser shall reasonably cooperate with Seller and its representatives in such examination. If within 15 days following delivery of such Preliminary Adjustment Statement to Seller, Seller has not delivered to Purchaser a written objection notice setting forth in reasonable detail the reasons for which Seller does not agree with the calculation of the Preliminary Adjustment Statement or if the Preliminary Adjustment Statement is not delivered within 45 days of the Closing, then the Preliminary Adjustment Statement shall be deemed final and binding on the parties. If Seller delivers the objection notice within such period, then Purchaser and Seller shall endeavor in good faith to resolve the objections. In the event Purchaser and Seller are unable to agree on the Preliminary Adjustment Statement calculations after good faith negotiations for a period not to exceed 15 days, the remaining disputes will be resolved pursuant to Section 2.7.

Adjustment Statement. Within 45 90 days after the Closing Date, either (a) Purchaser shall prepare and deliver to Seller an adjustment statement, setting forth the amount of the Deducted Liabilities and Liabilities, the Closing Working CapitalCapital and the Severance Amount, respectively, and, based on such calculations, Purchaser’s written calculation of the Closing Cash Consideration and the adjustment necessary to reconcile the Estimated Closing Cash Consideration to the Closing Cash Consideration (the “Preliminary Adjustment Statement”) or (b) the Cash Consideration shall be equal to the Estimated Cash Consideration). Following the delivery of the Preliminary Adjustment Statement to Seller, Purchaser shall afford Seller a reasonable opportunity to examine, including by remote access, the statements and such supporting schedules, analyses, work papers, and other underlying records or documentation. Purchaser shall reasonably cooperate with Seller and its representatives in such examination. If within 15 30 days following delivery of such Preliminary Adjustment Statement to Seller, Seller has not delivered to Purchaser a written objection notice setting forth in reasonable detail the reasons for which Seller does not agree with the calculation of the Preliminary Adjustment Statement or if the Preliminary Adjustment Statement is not delivered within 45 60 days of the Closing, then the Preliminary Adjustment Statement shall be deemed final and binding on the parties. If Seller delivers the objection notice within such period, then Purchaser and Seller shall endeavor in good faith to resolve the objections. In the event Purchaser and Seller are unable to agree on the Preliminary Adjustment Statement calculations after good faith negotiations for a period not to exceed 15 30 days, the remaining disputes will be resolved pursuant to Section 2.72.6.

Adjustment Statement. Within 45 90 days after the Closing Date, either (a) the Purchaser shall prepare and deliver to Seller the Equityholders an adjustment statementstatement of the Company, setting forth the amount of the Deducted Liabilities and Closing Cash, the Closing Indebtedness, the Closing Working CapitalCapital and the Company Transaction Expenses, respectively, and, based on such calculations, the Purchaser’s written calculation of the Cash Consideration Closing Purchase Price and the adjustment necessary to reconcile the Estimated Cash Consideration Closing Purchase Price to the Cash Consideration Closing Purchase Price (the “Preliminary Adjustment Statement”) or (b) the Cash Consideration ). The Preliminary Adjustment Statement shall be equal to prepared in a manner consistent with the Estimated Cash Considerationmethodology set forth on Schedule 1.12(b). Following the delivery of the Preliminary Adjustment Statement to Sellerthe Equityholders, Purchaser shall afford Seller a reasonable opportunity to examinethe Equityholders and their representatives, including by remote accessthe Equityholders’ independent accountants, will be entitled to review all work papers of the Company, the statements Purchaser and such supporting schedulestheir representatives, analysesincluding their independent accountants, work papers, and other underlying records or documentationprepared in connection with the delivery of the Preliminary Adjustment Statement. The Purchaser shall reasonably cooperate with Seller and its representatives the Equityholders in such examination. If within 15 30 days following delivery of such Preliminary Adjustment Statement to Sellerthe Equityholders, Seller has the Equityholders have not delivered to the Purchaser a written objection notice setting forth in reasonable detail the reasons for which Seller does the Equityholders do not agree with the calculation of the Preliminary Adjustment Statement or if the Preliminary Adjustment Statement is not delivered within 45 days of the ClosingStatement, then the Preliminary Adjustment Statement shall be deemed final and binding on the parties. If Seller delivers the Equityholders deliver the objection notice within such period, then the Purchaser and Seller the Equityholders shall endeavor in good faith to resolve the objections. In the event the Purchaser and Seller the Equityholders are unable to agree on the Preliminary Adjustment Statement calculations after good faith negotiations for a period not to exceed 15 30 days, the remaining disputes will be resolved pursuant to Section 2.71.10.

Adjustment Statement. Within 45 ninety (90) days after the Closing Date, either (a) the Purchaser shall cause the Surviving Company to prepare and deliver to Seller the Agent an adjustment statementstatement of the Company, setting forth its calculation of the amount of the Deducted Liabilities and Closing Cash, the Closing Indebtedness, the Closing Working CapitalCapital and the Company Transaction Expenses, respectively, and, based on such calculations, the Purchaser’s written calculation of the Cash Consideration Closing Purchase Price and the adjustment necessary to reconcile the Estimated Cash Consideration Purchase Price to the Cash Consideration Closing Purchase Price (the “Preliminary Adjustment Statement”) or ), together with a certificate of an executive officer of the Purchaser certifying that such calculations were prepared using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end of the Company (b) provided that to the Cash Consideration extent such calculations deviate from GAAP, such calculations shall be equal to the Estimated Cash Considerationprepared in accordance with GAAP). Following the delivery of the Preliminary Adjustment Statement to Sellerthe Agent, the Purchaser and the Surviving Company shall afford Seller a reasonable the Agent the opportunity to examine, including by remote access, examine the statements and such supporting schedules, analyses, work papers, and other underlying records or documentationdocumentation as are reasonably necessary and appropriate. The Purchaser and the Surviving Company shall reasonably cooperate with Seller and its representatives the Agent in such examination. If within 15 thirty (30) days following delivery of such Preliminary Adjustment Statement to Sellerthe Agent, Seller the Agent has not delivered to the Purchaser a written objection notice setting forth in reasonable detail the reasons for which Seller the Agent does not agree with the calculation of the Preliminary Adjustment Statement or if the Preliminary Adjustment Statement is not delivered within 45 days of the ClosingStatement, then the Preliminary Adjustment Statement shall be deemed final and binding on the parties. If Seller the Agent delivers the written objection notice within prior to the end of such thirty (30)-day period, then the Purchaser and Seller the Agent shall endeavor in good faith to resolve the objections. In the event the Purchaser and Seller the Agent are unable to agree on the Preliminary Adjustment Statement calculations after good faith negotiations for a period not to exceed 15 thirty (30) days, the remaining disputes will be resolved pursuant to Section 2.71.12.

Adjustment Statement. Within 45 sixty (60) days after the Closing Date, either (a) Purchaser shall, or shall cause the Surviving Corporation to, prepare and deliver to Seller an adjustment statementAgent a statement of the Company, setting forth the amount of the Deducted Liabilities and Closing Cash, the Closing Indebtedness, the Closing Working CapitalCapital and the Company Transaction Expenses, respectively, and, based on such calculationscalculation of the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Company Transaction Expenses, Purchaser’s written calculation of the Cash Consideration Merger Consideration, and the adjustment necessary to reconcile the Estimated Cash Merger Consideration to the Cash Merger Consideration (the “Preliminary Adjustment Statement”) or (b) the Cash Consideration shall be equal to the Estimated Cash Consideration). Following the delivery of the Preliminary Adjustment Statement to SellerAgent, Purchaser and the Surviving Corporation shall afford Seller a reasonable Agent the opportunity to examine, including by remote access, examine the statements and such supporting schedules, analyses, work papers, analyses and other underlying records or documentationdocumentation as are reasonably requested by Agent. Purchaser and the Surviving Corporation shall reasonably cooperate with Seller and its representatives Agent in such examination. If within 15 thirty (30) days following delivery of such Preliminary Adjustment Statement to SellerAgent, Seller Agent has not delivered to Purchaser a written objection notice setting forth in reasonable detail the reasons for which Seller Agent does not agree with the calculation of the Preliminary Adjustment Statement or if the Preliminary Adjustment Statement is not delivered within 45 days of the ClosingStatement, then the Preliminary Adjustment Statement shall be deemed final and binding on the partiesparties hereto and the Equityholders. If Seller Agent delivers the objection notice within such period, then Purchaser and Seller Agent shall endeavor in good faith to resolve the objections. In the event Purchaser and Seller Agent are unable to agree on the Preliminary Adjustment Statement calculations after good faith negotiations for a period not to exceed 15 daysof thirty (30) days following receipt of the objection notice (the “Resolution Period”), the remaining disputes will be resolved pursuant to Section 2.71.12(c).