Common use of Determination of Post-Closing Adjustment Clause in Contracts

Determination of Post-Closing Adjustment. No later than ninety (90) days following the Closing, Buyer shall deliver to the Seller a written statement certified by an executive officer of Buyer (the “Closing Statement”) setting forth the calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”), a calculation of the actual Cash of the Company as of the close of business on the day prior to the Closing Date (“Actual Cash”), a calculation of the actual Indebtedness of the Company as of immediately prior to the Closing (“Actual Indebtedness”), a calculation of the actual Transaction Expenses as of the Closing (“Actual Transaction Expenses”). The Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses set forth in the Closing Statement (i) will be prepared in accordance with the definitions thereof and, in the case of Actual Working Capital, Actual Cash and Actual Indebtedness, consistently with the Accounting Policies and Principles, and (ii) will disregard any and all effects on the assets and Liabilities of the Company as a result of the transactions contemplated by this Agreement (including any financing arrangements entered into by Buyer or any of its Affiliates in connection therewith or any purchase accounting or other similar adjustments). If the Closing Statement is not delivered within ninety (90) days following the Closing, the Estimated Cash, the Estimated Indebtedness and the Estimated Transaction Expenses will be deemed the Final Cash, Final Indebtedness, and Final Transaction Expenses, respectively, absent manifest error.

Determination of Post-Closing Adjustment. No later than ninety Within sixty (9060) days following the ClosingClosing Date, Buyer Acquirer shall deliver to the Seller a written statement certified by an executive officer of Buyer (the “Closing Statement”) setting forth Stockholders’ Agent the calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”), a calculation of the actual Cash of the Company as of the close of business on the day prior to the Closing Date (“Actual Cash”), a calculation of the actual Indebtedness of Excess Cash Amount (the Company as of immediately prior to the Closing (“Actual IndebtednessExcess Cash Amount”), a calculation of the actual Company Transaction Expenses as of the Closing Company and its Subsidiary (“Actual Company Transaction Expenses”). The , and a calculation of the actual Company Indebtedness of the Company and its Subsidiary (“Actual Working CapitalCompany Indebtedness”), Actual Cashin each case, Actual Indebtedness and Actual Transaction Expenses set forth in the Closing Statement (i) will be prepared in accordance calculated consistent with the definitions thereof andset forth herein (the statement setting forth such calculation, in the case “Post-Closing Statement”). If Acquirer fails to deliver the Post-Closing Statement within sixty (60) days after the Closing Date, then for a period of ten (10) days following the expiration of such sixty (60) day period, the Stockholders’ Agent shall have the right, at its election, to require Acquirer to deliver the Post-Closing Statement within ten (10) days of the Stockholders’ Agent’s written demand therefor. If (x) Acquirer does not deliver to the Stockholders’ Agent its calculation of Actual Working Capital, Actual Cash and Actual IndebtednessExcess Cash Amount, consistently with Actual Company Transaction Expenses or Actual Company Indebtedness and (y) the Accounting Policies and Principles, and Stockholders’ Agent does not require delivery thereof pursuant to clause (ii) will disregard any above, then the calculation of Estimated Working Capital determined pursuant to Section 1.17(a) shall be the “Final Working Capital,” the calculation of Estimated Cash and all effects on Estimated Excess Cash Amount determined pursuant to Section 1.17(a) shall be the assets “Final Cash” and Liabilities the “Final Excess Cash Amount,” respectively, the calculation of the Estimated Company as a result Indebtedness determined pursuant to Section 1.17(a) shall be the “Final Company Indebtedness,” and/or the calculation of the transactions contemplated by this Agreement (including any financing arrangements entered into by Buyer or any of its Affiliates in connection therewith or any purchase accounting or other similar adjustments). If the Closing Statement is not delivered within ninety (90) days following the Closing, the Estimated Cash, the Estimated Indebtedness and the Estimated Company Transaction Expenses will determined pursuant to Section 1.17(a) shall be the “Final Company Transaction Expenses”, which, in each case, shall be deemed final and conclusive and binding upon the Final Cash, Final Indebtedness, and Final Transaction Expenses, respectively, absent manifest errorparties hereto in all respects.

Determination of Post-Closing Adjustment. No As soon as reasonably practicable after the Closing Date, but not later than ninety sixty (9060) days following after the ClosingClosing Date, Buyer shall prepare and deliver to the Seller Stockholder Representative a written statement certified by an executive officer of Buyer (the “Post-Closing Financial Statement”) setting which sets forth the a good faith calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”), a calculation of the i) actual Cash of the Company as of the close of business on the day immediately prior to the Closing Date (“Actual Cash”), a calculation of the (ii) actual Indebtedness of the Company as of immediately prior to the Closing (including any per diem interest accruals, prepayment fees, breakage costs and other Indebtedness amounts accrued or paid prior to or concurrently with the Closing) (“Actual Indebtedness”), a calculation of the (iii) actual Sellers’ Transaction Expenses (“Actual Sellers’ Transaction Expenses”) and (iv) actual Working Capital as of immediately prior to the Closing (“Actual Transaction ExpensesWorking Capital”), in each case as set forth on a schedule in reasonable detail, along with reasonable supporting documentation, and the resulting calculation of the Closing Cash Consideration and an updated version of the Distribution Allocation Schedule reflecting such calculation. The Actual Working Capital, Actual Cash, Actual Indebtedness and Actual Transaction Expenses set forth in the Post-Closing Financial Statement (i) will shall be prepared by Buyer in accordance with the definitions thereof and, Accounting Methodology. The Stockholder Representative shall reasonably cooperate with Buyer in the case of Actual Working Capital, Actual Cash and Actual Indebtedness, consistently with the Accounting Policies and Principles, and (ii) will disregard any and all effects on the assets and Liabilities its preparation of the Company as a result of Post-Closing Financial Statement. In the transactions contemplated by this Agreement event Buyer does not deliver the Post-Closing Financial Statement to the Stockholder Representative within sixty (including any financing arrangements entered into by Buyer or any of its Affiliates in connection therewith or any purchase accounting or other similar adjustments). If 60) days after the Closing Statement is not delivered within ninety Date (90) days following or such later date as Buyer and the ClosingStockholder Representative mutually agree in writing), the Estimated Cash, the Estimated Indebtedness and the Estimated Transaction Expenses will be deemed the Final Cash, Final Indebtedness, and Final Estimated Sellers’ Transaction Expenses, Estimated Working Capital, and calculation of the Closing Cash Consideration based on such amounts, as set forth in the Preliminary Closing Statement shall be the “Final Cash”, “Final Indebtedness”, “Final Sellers’ Transaction Expenses”, “Final Working Capital”, respectively, absent manifest errorwhich, in each case, shall be deemed to be final and binding on the Parties.

Determination of Post-Closing Adjustment. No later than ninety thirty (9030) days following the Closing, Buyer Purchaser shall deliver to the Seller a written statement certified by an executive officer of Buyer (the “Closing Statement”) setting forth the calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”), a calculation of the actual Cash of the Company as of the close of business on the day prior to the Closing Date (“Actual Cash”), a Sellers’ Representative Purchaser’s calculation of the actual Indebtedness of the Company Group as of immediately prior to the Closing Adjustment Time (“Actual Indebtedness”), ) and a calculation of the actual Transaction Expenses as of the Closing Adjustment Time (“Actual Transaction Expenses”). The , and the amount, if any, by which the Initial Cash Purchase Price and the corresponding Initial Purchase Price is to be adjusted as a result thereof (such statement setting forth Actual Working Capital, Actual Cash, Transaction Expenses together with the Actual Indebtedness and Actual any adjustment to the Initial Cash Purchase Price and the corresponding Initial Purchase Price therefrom, the “Closing Statement”). During the preparation by Purchaser of the Closing Statement, Purchaser and its agents shall be provided, to the extent in the possession or control of the Sellers or their Affiliates, with such access to the financial books and records of the Company and its Subsidiaries (including, for the avoidance of doubt, Outdoors LLC), as well as any relevant work papers (provided that any accountants shall not be obliged to make any work papers available to the except in accordance with customary disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants) as it may reasonably request to enable it to evaluate the calculations of Estimated Indebtedness and Estimated Transaction Expenses set forth in prepared by the Company. Without the Sellers’ Representative’s written consent, Purchaser shall not have the right to modify the Closing Statement (i) will be prepared in accordance with the definitions thereof and, in the case of Actual Working Capital, Actual Cash and Actual Indebtedness, consistently with the Accounting Policies and Principles, and (ii) will disregard any and all effects on the assets and Liabilities of the Company as a result of the transactions contemplated by this Agreement (including any financing arrangements entered into by Buyer or any of its Affiliates in connection therewith or any purchase accounting or other similar adjustments). If amounts set forth therein after Purchaser first delivers the Closing Statement is not delivered within ninety (90) days following to the Closing, the Estimated Cash, the Estimated Indebtedness and the Estimated Transaction Expenses will be deemed the Final Cash, Final Indebtedness, and Final Transaction Expenses, respectively, absent manifest errorSellers’ Representative.