Common use of Post-Closing Adjustment Clause in Contracts

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement for each Company (each, a “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:

Post-Closing Adjustment. (ia) Not later than Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller Parent a statement for each Company (each, a “Closing Working Capital Statement” and collectively, the “Closing Statement”) setting forth in reasonable detail Buyer’s calculation of the Closing Date Working Capital Statements”), which statement and its resulting calculation of the Closing Adjustment Amount. The Closing Statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation format of the Estimated Form of Closing Working Capital and contain:Statement using the Accounting Principles.

Post-Closing Adjustment. (i) Not As soon as reasonably practicable following the Closing Date, but no later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement for each Company (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with past practice of Targets and on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:

Post-Closing Adjustment. (i1) Not later than ninety At least three (903) business days after before the Closing DateClosing, Buyer the Sellers shall prepare and deliver to Sellers Buyer a statement for each Company (each, a “setting forth its good faith estimate of Closing Working Capital Statement” and collectively, (the “Estimated Closing Working Capital StatementsCapital”), which statement shall be prepared contain an estimated balance sheet of the Sellers as of the Closing Date (without giving effect to the transactions contemplated herein) and a calculation of Estimated Closing Working Capital calculated in accordance with GAAP applied on a basis consistent with (the calculation of the “Estimated Closing Working Capital and contain:Statement”).

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each Company (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with Canadian GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:

Post-Closing Adjustment. (i) Not later than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement for each Company (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:

Post-Closing Adjustment. (i) Not later than Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each setting forth its calculation of Closing Working Capital, which statement shall contain an audited balance sheet of the Company as of the Closing Date (eachwithout giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement” ”) and collectively, a certificate of the “Chief Financial Officer of Buyer that the Closing Working Capital Statements”), which statement shall be Statement was prepared in accordance with GAAP applied on a basis consistent with and the calculation of the Estimated Closing Working Capital and contain:Methodology.

Post-Closing Adjustment. (i) Not later than ninety (90) Within 90 days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each Company (each, a “the "Closing Working Capital Statement” and collectively, the “") setting forth Buyer's calculation of Closing Working Capital Statements”(the "Final Closing Working Capital"), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation form attached as Section 2.05(a)(i) of the Estimated Closing Working Capital Disclosure Schedule and contain:based upon the accounting principles and methods set forth on such schedule.

Post-Closing Adjustment. (i) Not later than Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each Company (each, a “setting forth its calculation of Closing Net Working Capital Statement” and collectively, the “Closing Working Capital Statements”)Capital, which statement shall be prepared in accordance with GAAP applied on contain a basis consistent with balance sheet of the Company as of the Closing, and a calculation of the Estimated Closing Net Working Capital and contain:(the “Closing Net Working Capital Statement”).

Post-Closing Adjustment. (i) Not later than ninety Within sixty (9060) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller (A) a statement for each Company setting forth its calculation of Closing Working Capital, which statement shall be substantially in the form of Section 2.06(b)(i) of the Disclosure Schedules (each, a the “Closing Working Capital Statement” ”), and collectively, (B) a certificate of the “Chief Financial Officer of Buyer that the Closing Working Capital Statements”), which statement shall be Statement was prepared in accordance with GAAP applied on a basis consistent with the calculation Section 2.06(b)(i) of the Estimated Closing Working Capital and contain:Disclosure Schedules.

Post-Closing Adjustment. (ia) Not As soon as practicable, but no later than ninety sixty (9060) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller Representative a statement for each Company (each, a “Closing Working Capital Statement” and collectively, the “Closing Adjustment Statement”) setting forth in reasonable detail Buyer’s good faith calculation of Final Working Capital StatementsCapital, including the components thereof (the “Closing Adjustment Computations”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with and the calculation amount of the Estimated any Post-Closing Working Capital and contain:Adjustment.

Post-Closing Adjustment. (i) Not later than ninety Within forty-five (9045) days after the Closing DateDate (as defined herein), Buyer shall prepare and deliver to the Sellers a statement for each Company (each, a the “Closing Working Capital Statement” and collectively, ”) containing an unaudited consolidated balance sheet of Full Moon as of the “Closing Date (without giving effect to the transactions contemplated herein) setting forth its final calculation of Closing Working Capital Statements(“Final Closing Working Capital”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:.

Post-Closing Adjustment. Within thirty (i) Not later than ninety (9030) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each Company setting forth its calculation of Closing Working Capital (each, a the “Closing Working Capital Statement” ”) using the same principles, policies and collectively, practices which were used in the “Balance Sheet. The post-closing adjustment shall be an amount equal to the Closing Working Capital Statementsminus the Target Working Capital (the “Post-Closing Adjustment”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:.

Post-Closing Adjustment. (i) Not later than ninety (90) Within 90 days after following the Closing Date, Buyer the Purchaser shall in good faith prepare and deliver to the Sellers a statement for each Company (each, a “Closing Working Capital Statement” and collectively, the “Closing Statement”) setting forth the Net Working Capital Statements(the “Closing Net Working Capital”)) and Cash Balances, which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation both as of the Estimated close of business on the Closing Working Capital Date, and contain:the resulting Purchase Price, specifying in reasonable detail such calculations.

Post-Closing Adjustment. (i) Not later than ninety (90) Within 60 days after the Closing Date, Buyer shall prepare and deliver to Sellers the Seller Representative a statement for each setting forth its calculation of Closing Working Capital, which statement shall contain an unaudited balance sheet of the Company as of the Closing Date (eachwithout giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement” ”) and collectively, a certificate of the “Chief Financial Officer of Buyer that the Closing Working Capital Statements”), which statement shall be Statement was prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:GAAP.

Post-Closing Adjustment. (i) Not later than ninety (90) Within 90 days after the Closing Date, Buyer shall prepare and deliver to Sellers the Sellers’ Representative a statement for each setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (eachwithout giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be ) prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:Schedule 2.3(a).

Post-Closing Adjustment. (i) Not later than ninety Within forty-five (9045) days after the Closing DateDate (as defined herein), Buyer shall prepare and deliver to the Sellers a statement for each Company (each, a the “Closing Working Capital Statement” and collectively, ”) containing an unaudited consolidated balance sheet of the “Seller Companies as of the Closing Date (without giving effect to the transactions contemplated herein) setting forth its final calculation of Closing Working Capital Statements(“Final Closing Working Capital”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:.

Post-Closing Adjustment. Within seventy-five (i) Not later than ninety (9075) days after the Closing Date, Buyer Purchaser shall prepare and deliver to Sellers Seller a statement for each Company setting forth its calculation of the actual Closing Working Capital (each, a “Closing Working Capital Statement” and collectively, ”). The post- closing adjustment shall be an amount equal to the “actual Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of minus the Estimated Closing Working Capital and contain:(“Post-Closing Adjustment”).

Post-Closing Adjustment. (i) Not later than Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each Company setting forth its good faith calculation of the Post-Closing Adjustment and Closing Working Capital (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:.

Post-Closing Adjustment. (i) Not later than ninety (90) Within 10 calendar days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each Company setting forth its calculation of Closing Working Capital (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:.

Post-Closing Adjustment. (i) Not later than ninety (90) Within 70 days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement for each setting forth its calculation of Closing Adjusted Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (eachwithout giving effect to the transactions contemplated herein), a “calculation of Closing Adjusted Working Capital (the "Closing Working Capital Statement” ") and collectively, a certificate of the “Chief Financial Officer of Buyer that the Closing Working Capital Statements”), which statement shall be Statement was prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:GAAP.

Post-Closing Adjustment. (ia) Not later than Within ninety (90) days after the Closing Date, Buyer shall prepare and will deliver to Sellers Seller a preliminary closing statement for each Company (each, a the “Preliminary Closing Statement”) setting forth the Buyer’s good faith estimate of the Working Capital Statement” and collectivelyof the Provider Companies, together with supporting records as of the Closing Date (the “Closing Date Working Capital StatementsCapital”), which statement . This calculation shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital example in Schedule 2.4(a) and containbased on:

Post-Closing Adjustment. (i) Not later than ninety (90) Within 90 days after the Closing Date, Buyer shall prepare and deliver to Sellers a certified statement for each Company (each, a “Closing Working Capital Statement” and collectively, the “Closing Statement”) setting forth its calculation of Closing Working Capital Statements”)Capital, which statement shall be prepared calculated in accordance with GAAP applied on a basis using the same accounting methods, practices, principles, policies and procedures, with consistent with classifications, judgments and valuation and estimation methodologies that were used in the calculation preparation of the Estimated Closing Working Capital and contain:Unaudited Financial Statements for the most recent fiscal year end.

Post-Closing Adjustment. (i) Not later than ninety Within thirty (9030) days after the Closing Date, Buyer shall prepare and deliver to Sellers the Shareholder Representative (A) a statement for each Company setting forth its calculation of Net Working Capital as of the Closing Date (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on contain a basis consistent with the calculation of the Estimated Closing actual Net Working Capital and contain:as of the Closing Date (the “

Post-Closing Adjustment. (i) Not later than ninety (90) Within 120 days after the Closing Date, Buyer Purchaser shall prepare and deliver to Sellers Stockholder Representative a statement for each setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (each, without giving effect to the transactions contemplated herein) and a calculation of Closing Working Capital (the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be both prepared in accordance with GAAP applied GAAP, using the same methodologies as are set forth on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:Schedule 2.13.

Post-Closing Adjustment. (i) Not later than ninety Within one hundred twenty (90120) days after the Closing Date, Buyer shall may prepare and deliver to Sellers a statement for each Company setting forth its calculation of Closing Working Capital which statement shall be substantially in the form agreed between the parties (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which . Such statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:Accounting Principles.

Post-Closing Adjustment. (i) Not later than ninety (90) days Within 75 Business Days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement for each Company setting forth its calculation of Closing Working Capital, which statement and calculation shall be substantially in the form of Section 2.6(a)(i) of the Disclosure Schedules and in accordance with the accounting principles and any methods of adjustments reflected therein (each, a the “Closing Working Capital Statement” ”) and collectively, the “Closing Working Capital Statements”), which statement shall be prepared otherwise in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:GAAP.

Post-Closing Adjustment. (i) Not later than ninety Within sixty (9060) days after the Closing Date, Buyer shall prepare and deliver to Sellers a statement for each Company setting forth its calculation of closing working capital (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:.

Post-Closing Adjustment. (ia) Not later As soon as practicable but in no event no more than ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers the Stockholder Representative a statement for each Company (each, a “the "Proposed Closing Working Capital Statement” and collectively, ") setting forth Buyer's computation of the “Company's Working Capital as of the Closing Date (the "Closing Working Capital Statements”Capital"), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:. "

Post-Closing Adjustment. (i1) Not later than ninety At least three (903) business days after before the Closing DateClosing, Buyer the Sellers shall prepare and deliver to Sellers Buyer a statement for each Company (each, a “setting forth its good faith estimate of Closing Working Capital Statement” and collectively, (the “Estimated Closing Working Capital StatementsCapital”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation contain an estimated balance sheet of the Estimated Sellers as of the Closing Working Capital and contain:Date (without giving effect to the transactions

Post-Closing Adjustment. (ia) Not later than Within ninety (90) days after the Closing Date, Buyer shall prepare prepare, or cause to be prepared, and deliver to Sellers the Shareholders a written statement for each Company reasonably reflecting the form of the Estimated Closing Statement (each, a “Closing Working Capital Statement” and collectively, the “Closing Working Capital StatementsStatement”), which statement ) that shall be include a consolidated balance sheet of the Group Companies as of the Effective Time prepared in accordance with GAAP applied on the Accounting Principles and a basis consistent with the calculation of the Estimated Closing Working Capital following and containa statement of the Net Adjustment Amount:

Post-Closing Adjustment. (i) Not later than ninety (90) Within 10 calendar days after the Closing Date, Buyer shall prepare and deliver to Sellers the Shareholders’ Representative a statement for each Company setting forth its calculation of Closing Working Capital (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:.

Post-Closing Adjustment. (i) Not later than Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (eachwithout giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement” ”) and collectively, a certificate of the “Chief Financial Officer of Buyer that the Closing Working Capital Statements”), which statement shall be Statement was prepared in accordance Consistent with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:Past Practice.

Post-Closing Adjustment. (i) Not later than ninety Within sixty (9060) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each Company (each, a the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which includes the final balance sheet of Seller as of immediately prior to the Closing (the “Closing Balance Sheet”), together with a statement setting forth Buyer’s calculation of Closing Working Capital. The Closing Working Capital Statement shall be prepared determined in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:Methodology.

Post-Closing Adjustment. (ia) Not later than ninety Within thirty (9030) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each Company setting forth its calculation of the Closing Net Working Capital and the Post-Closing Adjustment Amount, which statement and amount shall be calculated in accordance with Exhibit C (each, a “the "Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”"), which statement shall be prepared in accordance along with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital all supporting data, measurements, valuations and contain:calculations related thereto.

Post-Closing Adjustment. (i) Not later than Within ninety (90) days after the Closing Date, Buyer shall prepare and deliver to Sellers Seller a statement for each Company setting forth its calculation of Closing Working Capital as of the Closing Date (each, a without giving effect to the transactions contemplated herein) (the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied GAAP. The Closing Working Capital Statement will be prepared on a the basis that Closing Working Capital, including the collection of receivables, has been managed consistent with the calculation Company’s past practice, regardless of the Estimated Closing Working Capital and contain:whether Buyer continues such practice post-Closing.

Post-Closing Adjustment. (i) Not later than ninety Within sixty (9060) days after the Closing Date, Buyer Purchaser shall prepare and deliver to Sellers the Company a statement for each setting forth its calculation of Closing Working Capital, which statement shall contain a balance sheet of the Company as of the Closing Date (eachwithout giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the “Closing Working Capital Statement” and collectively, the “Closing Working Capital Statements”), which statement shall be prepared in accordance with GAAP applied on a basis consistent with the calculation of the Estimated Closing Working Capital and contain:.