Common use of Closing Date Statement Clause in Contracts

Closing Date Statement. Within ninety (90) days after the Closing Date, Purchaser shall deliver, or cause to be prepared and delivered, to the Sellers’ Representative a statement (the “Closing Date Statement”) setting forth Purchaser’s calculation, together with reasonably detailed supporting documentation, of (i) Closing Net Working Capital, (ii) the amount of each of (A) Indebtedness remaining unpaid immediately prior to the Closing, (B) Change of Control Payments remaining unpaid immediately prior to the Closing, (C) Company Transaction Expenses, (D) Pre-Closing Taxes remaining unpaid immediately prior to the Closing, including Transfer Taxes remaining unpaid immediately prior to the Closing, and (E) Closing Company Cash (each of clauses (A), (B), (C), (D), and (E) only to the extent not included in the Closing Net Working Capital determination), and (iii) the resulting calculation of the Purchase Price under Section 2.2(a). The Closing Date Statement and the calculations thereunder shall be prepared and calculated by Purchaser in good faith in accordance with GAAP. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall have the right to revise the Closing Date Statement and Purchaser’s calculation of Closing Net Working Capital, Indebtedness, Change of Control Payments, Company Transaction Expenses, Pre-Closing Taxes, Closing Company Cash, and the resulting amount of the Purchase Price in all respects based on fraud, willful misconduct or intentional misrepresentation discovered by Purchaser at any time prior to the determination of the Final Purchase Price in accordance with this Section 2.3.

Closing Date Statement. Within ninety (90) days the 90 day period after the Closing DateDate (or such reasonable extension thereof as approved by the Stockholders’ Representative, Purchaser such approval not to be unreasonably withheld, conditioned or delayed), Parent shall deliver, or cause to be prepared and delivered, to the SellersStockholders’ Representative a statement (the “Closing Date Statement”) setting forth PurchaserParent’s calculationobjections, if any, to the calculations set forth in the Estimated Closing Date Statement, together with reasonably detailed supporting documentationdocumentation to substantiate any such objections, including the calculations of (i) Closing Net Working Capital, ; (ii) the amount of each of (A) Indebtedness remaining unpaid as of immediately prior to before the Closing, (B) Change of Control Payments remaining unpaid as of immediately prior before the Closing (including employee-side withholding amounts to the Closingbe withheld from such Change of Control Payments), (C) Company Transaction Expenses, (D) Accrued Compensation remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Accrued Compensation), (E) Deferred Compensation remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Deferred Compensation), (F) Pre-Closing Taxes (including without limitation any Pre-Closing Taxes arising as a result of the Taxable Spinout) remaining unpaid as of immediately prior to the Closing, including Transfer Taxes remaining unpaid immediately prior to before the Closing, and (EG) Closing Company Cash (each of clauses (A), (B), (C), (D), without duplication) employer-side taxes on all such unpaid Accrued Compensation and (E) only to the extent not included in the Closing Net Working Capital determination), all such unpaid Deferred Compensation; and (iii) the resulting calculation of the Purchase Price under Section 2.2(a)Merger Consideration. The Closing Date Statement and the calculations thereunder shall be prepared and calculated by Purchaser Parent in good faith in accordance with GAAP. Notwithstanding anything to the contrary set forth in this Agreement, Purchaser shall have the right to revise the Closing Date Statement and Purchaser’s calculation of Closing Net Working Capital, Indebtedness, Change of Control Payments, Company Transaction Expenses, Pre-Closing Taxes, Closing Company Cash, and the resulting amount of the Purchase Price in all respects based on fraud, willful misconduct or intentional misrepresentation discovered by Purchaser at any time prior to the determination of the Final Purchase Price in accordance with this Section 2.3faith.

Closing Date Statement. Within the ninety (90) days day period after the Closing Date, Purchaser shall deliver, or cause to be prepared and delivered, to the Sellers’ Representative Seller a statement (the “Closing Date Statement”) setting forth Purchaser’s good faith calculation, in accordance with the Accounting Methodology, together with reasonably detailed supporting documentation, of (i) Closing Net Working Capital, Capital and the components thereof; (ii) the amount of each of (A) Indebtedness remaining unpaid immediately prior to the ClosingClosing Company Cash, (B) Change of Control Payments remaining unpaid immediately prior to the Closing, Closing Indebtedness and (C) Company Transaction Expenses, (D) Pre-Closing Taxes remaining unpaid immediately prior to the Closing, including Transfer Taxes remaining unpaid immediately prior to the Closing, and (E) Closing Company Cash (each of clauses (A), (B), (C), (D), and (E) only to the extent not included in the Closing Net Working Capital determination), ; and (iii) the resulting calculation of the Purchase Price under Section ‎Section 2.2(a). The Closing Date Statement shall be prepared using only information known or knowable as of the Closing Date and not taking into account events occurring after the Closing Date. Notwithstanding the foregoing, if and to the extent Purchaser agrees with Seller’s calculation of the amount of (or any item included within) Closing Net Working Capital, Closing Company Cash, Closing Indebtedness or Company Transaction Expenses, in each case as set forth in the Estimated Closing Date Statement, Purchaser shall use Seller’s calculation of such amount (or the applicable item included within such amount) in connection with the preparation of the Closing Date Statement and for purposes of Purchaser’s calculation of the corresponding amount (or the corresponding item included within such amount) in the Closing Date Statement. The Closing Date Statement and the calculations thereunder shall be prepared and calculated by Purchaser in good faith in accordance with GAAPfaith. Notwithstanding anything to the contrary set forth in this Agreement, If Purchaser shall have the right to revise does not deliver the Closing Date Statement and Purchaser’s calculation of within such ninety (90) day period, then the Estimated Closing Net Working Capital, Indebtedness, Change of Control Payments, Company Transaction Expenses, Pre-Date Statement shall be the Closing Taxes, Closing Company Cash, and the resulting amount of the Purchase Price in all respects based on fraud, willful misconduct or intentional misrepresentation discovered by Purchaser at any time prior to the determination of the Final Purchase Price in accordance with this Section 2.3Date Statement.