Common use of Post-Closing Determination Clause in Contracts

Post-Closing Determination. As promptly as practicable, but in no event later than sixty (60) days after the Closing, Parent shall deliver to the Member Representative Parent's determination of the actual amounts of Cash of the Company as of the close of business on the Closing Date (the "Final Closing Amount"). The Final Closing Amount shall be prepared in accordance with GAAP, based on the Company's books and records and other information then available. The Final Closing Amount shall take into account the Closing Dividend, if any, paid to the Company's Members prior to the Closing and all Transaction Expenses paid at or prior to the Closing. Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Representative thereafter shall negotiate to resolve any such disagreement. If Parent and the Member Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Accounting Firm. Parent and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts. The resolution of such disagreements and the determination of the Final Closing Amount by the Accounting Firm shall be final and binding on Parent, the Member Representative and the Members. Parent and the Member Representative (on behalf of the Members) shall each pay one half of the fees and expenses of the Accounting Firm.

Post-Closing Determination. As promptly as practicable, but in no event later than Within sixty (60) calendar days after the ClosingClosing Date, Parent shall deliver to the Member Representative Parent's determination of the actual amounts of Cash of the Company Company’s outside auditors as of the close Closing Date and the Stockholder Representative shall prepare and deliver to Parent an audited combined consolidated statement of business Adjusted Working Capital as of the Effective Time on the Closing Date (the "Final “Closing Amount"Balance Sheet”). The Final Closing Amount Balance Sheet shall be prepared in accordance with GAAP, based on consistently applied, and in accordance with the definition of “Adjusted Working Capital” and the parameters set forth in Section 2.6(a) of the Company Disclosure Letter. Parent shall provide the Company's ’s outside auditors, the Stockholder Representative and his representatives reasonable access to the books and records and other information then available. The Final Closing Amount shall take into account employees of the Company to the extent necessary for the preparation of the Closing DividendBalance Sheet and shall cause the employees of the Company to cooperate with the Company’s outside auditors, the Stockholder Representative and his representative in connection with his preparation of the Closing Balance Sheet. Not later than thirty (30) calendar days following the date of receipt of the Closing Balance Sheet, Parent shall provide the Stockholder Representative with a notice (a “Dispute Notice”) listing those items, if any, paid to which Parent takes exception, which notice shall also (i) specifically identify, and provide a reasonably detailed explanation of (1) any deviation that Parent believes to exist between the Company's Members prior methodology used to calculate the Closing Date Working Capital Estimate and all Transaction Expenses paid at or prior the methodology used to calculate the Closing. Adjusted Working Capital as set forth in the Closing Balance Sheet and (2) any other basis upon which Parent shall provide access to and make reasonably available to the Member Representative and its agentshas delivered such list, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10ii) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting set forth the basis for such disagreement amount of Adjusted Working Capital that Parent has calculated based on the information contained in reasonable detailthe Closing Balance Sheet and (iii) and Parent and specifically identify Parent’s proposed adjustment(s) (the Member Representative thereafter shall negotiate to resolve any such disagreement“Proposed Adjustments”). If Parent and fails to deliver to the Member Stockholder Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event Dispute Notice within thirty (30) calendar days after submission following the date of receipt of the dispute Closing Balance Sheet, Parent shall be deemed to have accepted the Closing Balance Sheet for the purpose of any purchase price adjustment under Section 2.6(d) hereof. Any items not disputed in the Dispute Notice shall be deemed to be accepted and agreed to by the Parent. If the Stockholder Representative does not give Parent notice of objections within thirty (30) calendar days following the date of receipt of the Dispute Notice, the Stockholder Representative shall be deemed to have accepted on behalf of the Holders the Proposed Adjustments for the purpose of any purchase price adjustment under Section 2.6(d) hereof. Any items not disputed shall be deemed to be accepted and agreed by the Stockholder Representative. If Stockholder Representative gives Parent notice of objections to the Accounting Firm. Proposed Adjustments, and if Parent and the Member Stockholder Representative shall instruct are unable, within fifteen (15) calendar days after the date of receipt by Parent of the notice by the Stockholder Representative of objections, to resolve the disputed exceptions, such disputed exceptions will be referred to an accounting firm jointly selected by Parent and the Stockholder Representative) (the “Independent Accounting Firm”). The Independent Accounting Firm shall, within thirty (30) calendar days following the date of its selection, deliver to resolve all disagreements over Parent and the computations Stockholder Representative a written report determining such disputed exceptions, and its determinations will be final, conclusive and binding upon Parent and each of the Final Closing Amount at an amount determined by Holders for the Member Representative or at an amount determined by Parent or at purposes of any amount between such amountspurchase price adjustment under Section 2.6(d) hereof. The resolution of such disagreements fees and the determination disbursements of the Final Closing Amount by the Independent Accounting Firm shall be final and binding on Parentpaid by Parent in the same proportion that the aggregate amount of such remaining disputed items so submitted to the Independent Accounting Firm that is unsuccessfully disputed by Parent (as finally determined by the Independent Accounting Firm) bears to the total amount of such remaining disputed items so submitted, the Member Representative and the Members. Parent and balance shall be allocated equally to the Member Representative (on behalf of the Members) shall each pay one half of the fees and expenses of the Accounting FirmHolders.

Post-Closing Determination. As promptly as practicable, but in no event later than sixty Within thirty (6030) days after the ClosingClosing Date, Parent shall deliver to the Member Purchaser, through its designated Representative, Xxxxxxx Xxxxxxxx or such other Representative Parent's determination of as it may designate in the actual amounts of Cash of event Xx. Xxxxxxxx is unavailable, and the Company Seller, through its designated Representative, Xxxxxxx Xxxxxxx or such other Representative as it may designate in the event Xx. Xxxxxxx is unavailable, will jointly conduct a review, and, in accordance with GAAP applied on a consistent basis (i) determine the Working Capital amount as of the close of business on the Business Day before the Closing Date (the "Final CLOSING WORKING CAPITAL"), taking into account only those line item accounts set forth on SCHEDULE A-1 and employing the methodology set forth on SCHEDULE A and (ii) determine the outstanding amount of the Secured Indebtedness as of the Closing AmountDate (the "CLOSING SECURED INDEBTEDNESS"). If the Seller and the Purchaser disagree on the Closing Working Capital and/or the Closing Secured Indebtedness at the end of such 30-day period, then the Purchaser and the Seller will use commercially reasonable best efforts to resolve any such disagreements during the following 15 days. If the parties are unable to reach final resolution with respect to the Closing Working Capital and/or the Closing Secured Indebtedness within forty-five (45) days after the Closing Date, all disputes shall be submitted for resolution to the Baltimore office of PricewaterhouseCoopers or such other mutually acceptable nationally recognized accounting firm (the "FIRM"). The Final Closing Amount parties shall be prepared in accordance with GAAPmake a one (1) day presentation to the Firm, based on each party to have an equal amount of time for its respective presentation, and the Company's books parties shall ask the Firm to report its decision and records the bases thereof to the Purchaser and other information then availablethe Seller within five (5) Business Days of such presentation. The Final Closing Amount Purchaser and the Seller shall take into account the Closing Dividend, if any, paid to the Company's Members prior to the Closing and all Transaction Expenses paid at or prior to the Closing. Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's determination each bear 50% of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Representative thereafter shall negotiate to resolve any such disagreement. If Parent and the Member Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Accounting Firm. Parent and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts. The resolution of such disagreements and the determination of the Final Closing Amount by the Accounting Firm shall be final and binding on Parent, the Member Representative and the Members. Parent and the Member Representative (on behalf of the Members) shall each pay one half of the fees costs and expenses of the Accounting Firm. The determination of the Firm shall be conclusive and binding upon the parties. The amount of the Closing Working Capital and the Closing Secured Indebtedness, as finally determined pursuant to this Section 2.4(b), are referred to herein as the "ACTUAL WORKING CAPITAL" and the "ACTUAL SECURED INDEBTEDNESS."

Post-Closing Determination. As promptly On the Closing Date, the Purchaser and its Representatives shall conduct an audit and perform such other procedures as practicable, but are reasonably necessary to be performed on such date in no event later than sixty (60) order to enable the parties to have an accurate and complete financial review of the Company. Within 90 days after the ClosingClosing Date, Parent shall the Purchaser and its Representatives will conduct a review of the 1999 EBITDA and the 1999 Funded Debt as of the Closing Date and will prepare and deliver to the Member Representative Parent's Sellers a computation of the 1999 EBITDA and the 1999 Funded Debt (the "Closing Date Financial Report") and shall make available any work papers or other information then or thereafter requested by Sellers. The 1999 EBITDA and the 1999 Funded Debt shall be determined and shall be adjusted as set forth by the parties on Schedule 2.3 hereto. If Sellers do not object or otherwise respond to the Closing Date Financial Report within 10 days after delivery to Sellers such Closing Date Financial Report shall become final and conclusive. In the event Sellers object to the Closing Date Financial Report within such 10 day period, Sellers and Purchaser shall promptly endeavor to reach agreement as to the content of the Closing Date Financial Report. If Sellers and Purchaser are unable to reach agreement within 15 days after the end of Sellers' 10-day review period, the Independent Accountants shall promptly be retained to undertake a determination of the actual amounts of Cash of the Company as of the close of business on the Closing Date (the "Final Closing Amount"). The Final Closing Amount Financial Report, which determination shall be prepared in accordance with GAAP, based on the Company's books and records and other information then availablemade as quickly as possible. The Final Closing Amount Only disputed items shall take into account the Closing Dividend, if any, paid be submitted to the Company's Members prior Independent Accountants for review. In resolving any disputed items, the Independent Accountants may not assign a value to such item greater than the greatest value for such item claimed by either party or less than the lowest value for such item claimed by either party, in each case as presented to the Closing and all Transaction Expenses paid at or prior to the ClosingIndependent Accountants. Parent shall provide access to and make reasonably available to the Member Representative and its agents, advisors and representatives all books, records, work papers, schedules and calculations used in preparing Parent's Such determination of the Final Closing Amount. If the Member Representative disagrees with Parent's determination of the Final Closing Amount, the Member Representative shall, within ten (10) days after receipt of Parent's determination of the Final Closing Amount, notify Parent in writing of such disagreement (such notice setting forth the basis for such disagreement in reasonable detail) and Parent and the Member Representative thereafter shall negotiate to resolve any such disagreement. If Parent and the Member Representative are unable to resolve any such disagreement within twenty (20) days after the Member Representative delivers its notice of disagreement to Parent, the Member Representative and Parent shall submit the dispute to Deloitte & Touche LLP (the "Accounting Firm"). Parent and the Member Representative shall use reasonable efforts to cause the Accounting Firm to resolve all disagreements over the Final Closing Amount as soon as practicable, but in any event within thirty (30) days after submission of the dispute to the Accounting Firm. Parent and the Member Representative shall instruct the Accounting Firm to resolve all disagreements over the computations of the Final Closing Amount at an amount determined by the Member Representative or at an amount determined by Parent or at any amount between such amounts. The resolution of such disagreements and the determination of the Final Closing Amount by the Accounting Firm Independent Accountants shall be final and binding on Parent, the Member Representative Sellers and the Members. Parent Purchaser and the Member Representative (on behalf of the Members) shall each pay one half of the fees and all expenses of the Accounting FirmIndependent Accountants shall be borne equally by Sellers and Purchaser.