Common use of Post-Closing Financial Statements Clause in Contracts

Post-Closing Financial Statements. Baker Hughes and Partner agree to use their commercially reasonable efforts to assist the Company after the Closing in order for the Company to prepare audited balance sheets for the combined Baker Hughes Contributed Business and Partner Contributed Business of the Company, and the related statements of income and cash flows, together with all footnotes and related disclosures, which shall fairly present in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of such combined Baker Hughes Contributed Business and Partner Contributed Business of the Company for all periods after the Closing. Beginning on the date hereof, Baker Hughes shall use commercially reasonable efforts to provide the Company with reasonable cooperation and information (including making its management, independent auditors and books and records available to the independent auditors of the Company, and to the financial accounting reporting personnel of the Company) in order to assist the Company in the Company’s production of (i) audit-ready consolidated balance sheets and related statements of income, members’ equity and cash flows of the Company and its subsidiaries, for the fiscal years ended December 31, 2014, 2015 and 2016 together with all footnotes and related disclosures, within 180 days following the Closing Date, (ii) to the extent the Closing occurs in 2017, unaudited consolidated balance sheets and related statements of income, members’ equity and cash flows of the Company and its subsidiaries, for each fiscal quarter of 2017 (other than the fourth fiscal quarter) (in each case, together with the corresponding comparative period from 2016) together with all footnotes and related disclosures within 45 days of the end of each such fiscal quarter and (iii) if necessary under the rules and regulations of the Securities and Exchange Commission, or any specific request from such an agency, any pro forma financial statements which may be required to be included therein, in each of clauses (i), (ii) and (iii), prepared in accordance with Regulation S-X and the rules and regulations of the Commission promulgated thereunder and in form and substance suitable for inclusion on Form S-1 (or other eligible or successor form) for the initial public offering of the equity interests of the Company or any parent company, subsidiary or successor registered under the Securities Act of 1933, as amended. For the avoidance of doubt, the parties acknowledge and agree that Baker Hughes shall render the management representations reasonably necessary for the independent auditors to be able to issue their PCAOB opinion on any pre-Closing periods referenced above.

Post-Closing Financial Statements. Baker Hughes and Partner agree to use their commercially reasonable efforts to assist the Company Within 30 days after the Closing in order Date, the Shareholders shall prepare at their expense (and utilizing the Company’s current accountant, Xxxxxx Xxxxxxx, CPA) and deliver to LKQ a compiled unaudited balance sheet and income statement for the Company dated as of the Closing Date. The financial statements prepared pursuant to prepare audited balance sheets this Section shall be calculated on the same basis, and using the same accounting methods and policies, as the financial statements of the Company referred to in Section 4.4 (except the valuation of inventory on such Closing Date financial statements shall be as set forth in this Section 3.3) and the Company’s most recently filed U.S. federal income tax return (subject to customary adjustments to reflect the differences between cash basis tax or statutory accounting and accrual accounting for financial reporting purposes) and shall demonstrate that the combined Baker Hughes Contributed Business and Partner Contributed Business Company (a) has “cash” (which shall include accounts payable set forth on Schedule 3.3 that were due subsequent to the Closing Date but were paid before their due date in order to get a discount) at the Closing equal to Eight Hundred Thousand Dollars ($800,000); provided, however, that cash at Closing may be less than $800,000 as long as cash at Closing of Bodymaster Auto Parts Supply, Inc., whose shares will be purchased by LKQ simultaneously with the purchase of the Shares, has cash at Closing in an amount which, when added to the cash at Closing of the Company, equals $1,000,000; and (b) has no liabilities at the related Closing except (i) accounts payable, accrued expenses, and taxes payable incurred in the ordinary course of business (each in amounts consistent with past practices) and (ii) notes payable to Wachovia Bank, N.A. (formerly First Union National Bank) relating to vans owned by the Company (in amounts less than those recorded on the Company’s November 30, 2004 balance sheets, except to the extent such amounts relate to vans purchased after November 30, 2004 in the ordinary course of business). For purposes of the preceding sentence, “cash” shall be determined in accordance with generally accepted accounting principles and will (w) include the cash in the account shown on the August 31, 2004 balance sheet of BAP as “Funds held in escrow”, (x) exclude the value of any outstanding checks, (y) include the value of any deposits in transit, and (z) be adjusted as necessary to accurately reflect any similar items. The Closing Date financial statements shall include a valuation of income and cash flows, together with inventory that will be determined in the following manner: (1) all footnotes and related disclosures, units of inventory (which shall fairly present exclude in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of such combined Baker Hughes Contributed Business and Partner Contributed Business of the Company for all periods after the Closing. Beginning transit inventory [“on the date hereof, Baker Hughes shall use commercially reasonable efforts to provide the Company with reasonable cooperation water”] and information (including making its management, independent auditors and books and records available to the independent auditors of the Company, and to the financial accounting reporting personnel of the Companybumper cores) in order to assist the Company in the Company’s production of computerized inventory tracking system (i“ITS”) audit-ready consolidated balance sheets and related statements of income, members’ equity and cash flows of at 11:59 P.M. on the Closing Date will be valued at historical cost (the amount actually paid by the Company and its subsidiaries, for the fiscal years ended December 31, 2014, 2015 and 2016 together with all footnotes and related disclosures, within 180 days following to acquire such inventory); (2) as soon as practicable after the Closing Date, the Company will conduct a physical inventory (iitaken at the expense of LKQ); and (3) after taking into account purchases and sales of inventory between the Closing Date and the date of the physical inventory, the inventory as of the Closing Date shall be reduced for inventory in the ITS as of the Closing Date that is not present at the physical count and increased for inventory present at the physical count that is not in the ITS as of the Closing Date. Representatives of the Shareholders will be notified of the date and time of the physical inventory and may be present at such inventory. If the inventory valuation (determined as set forth above and including the inventory of Bodymaster Auto Parts Supply, Inc. as of the Closing Date) is greater than $3,600,000, the excess over $3,600,000 shall be paid by LKQ to the extent Shareholders as an upward adjustment to the Purchase Price. If the inventory valuation (determined as set forth above and including the inventory of Bodymaster Auto Parts Supply, Inc. as of the Closing occurs in 2017Date) is less than $3,000,000, unaudited consolidated balance sheets and related statements of income, members’ equity and cash flows the amount of the Company and its subsidiaries, for each fiscal quarter of 2017 shortfall (other than $3,000,000 minus the fourth fiscal quarterinventory valuation) shall be paid by the Shareholders as a downward adjustment to the Purchase Price. Any such payment shall be made within five (in each case, together with the corresponding comparative period from 20165) together with all footnotes and related disclosures within 45 days of the end of each such fiscal quarter and (iii) if necessary under the rules and regulations computation of the Securities Closing Date financial statement and Exchange Commission, shall not be subject to the limitations described in Sections 9.1.1 or any specific request from such an agency, any pro forma 9.2.1 of this Agreement. The Closing Date financial statements which may be required to be included therein, shall reflect the valuation of inventory determined as set forth above plus any inventory that is in each of clauses (i), (ii) and (iii), prepared in accordance with Regulation S-X and transit on the rules and regulations of the Commission promulgated thereunder and in form and substance suitable for inclusion on Form S-1 (or other eligible or successor form) for the initial public offering of the equity interests of the Company or any parent company, subsidiary or successor registered under the Securities Act of 1933, as amended. For the avoidance of doubt, the parties acknowledge and agree that Baker Hughes shall render the management representations reasonably necessary for the independent auditors to be able to issue their PCAOB opinion on any pre-Closing periods referenced aboveDate.

Post-Closing Financial Statements. Baker Hughes and Partner agree to use their commercially reasonable efforts to assist the Company Within 30 days after the Closing in order Date, the Shareholders shall prepare at their expense (and utilizing the Company’s current accountant, Xxxxxx Xxxxxxx, CPA) and deliver to LKQ a compiled unaudited balance sheet and income statement for the Company dated as of the Closing Date. The financial statements prepared pursuant to prepare audited balance sheets this Section shall be calculated on the same basis, and using the same accounting methods and policies, as the financial statements of the Company referred to in Section 4.4 (except the valuation of inventory on such Closing Date financial statements shall be as set forth in this Section 3.3) and the Company’s most recently filed U.S. federal income tax return (subject to customary adjustments to reflect the differences between cash basis tax or statutory accounting and accrual accounting for financial reporting purposes) and shall demonstrate that the combined Baker Hughes Contributed Business and Partner Contributed Business Company (a) has “cash” (which shall include accounts payable set forth on Schedule 3.3 that were due subsequent to the Closing Date but were paid before due date in order to get a discount) at the Closing equal to Two Hundred Thousand Dollars ($200,000); provided, however, that cash at Closing may be less than $200,000 as long as Bodymaster Auto Parts, Inc., whose shares will be purchased by LKQ simultaneously with the purchase of the Shares, has cash at Closing in an amount which, when added to the cash at Closing of the Company, equals $1,000,000; and (b) has no liabilities at the related Closing except (i) accounts payable, accrued expenses, and taxes payable incurred in the ordinary course of business (each in amounts consistent with past practices) and (ii) notes payable to Union Bank or Wachovia Bank, N.A. (formerly First Union National Bank) relating to vans owned by the Company (in amounts less than those recorded on the Company’s November 30, 2004 balance sheets, except to the extent such amounts relate to vans purchased after November 30, 2004 in the ordinary course of business). For purposes of the preceding sentence, “cash” shall be determined in accordance with generally accepted accounting principles and will (x) exclude the value of any outstanding checks, (y) include the value of any deposits in transit, and (z) be adjusted as necessary to accurately reflect any similar items. The Closing Date financial statements shall include a valuation of income and cash flows, together with inventory that will be determined in the following manner: (1) all footnotes and related disclosures, units of inventory (which shall fairly present exclude in all material respects, in conformity with GAAP applied on a consistent basis (except as may be indicated in the notes thereto), the financial position of such combined Baker Hughes Contributed Business and Partner Contributed Business of the Company for all periods after the Closing. Beginning transit inventory [“on the date hereof, Baker Hughes shall use commercially reasonable efforts to provide the Company with reasonable cooperation and information (including making its management, independent auditors and books and records available to the independent auditors of the Company, and to the financial accounting reporting personnel of the Companywater”]) in order to assist the Company in the Company’s production of computerized inventory tracking system (i“ITS”) audit-ready consolidated balance sheets and related statements of income, members’ equity and cash flows of at 11:59 P.M. on the Closing Date will be valued at historical cost (the amount actually paid by the Company and its subsidiaries, for the fiscal years ended December 31, 2014, 2015 and 2016 together with all footnotes and related disclosures, within 180 days following to acquire such inventory); (2) as soon as practicable after the Closing Date, the Company will conduct a physical inventory (iitaken at the expense of LKQ); and (3) after taking into account purchases and sales of inventory between the Closing Date and the date of the physical inventory, the inventory as of the Closing Date shall be reduced for inventory in the ITS as of the Closing Date that is not present at the physical count and increased for inventory present at the physical count that is not in the ITS as of the Closing Date. Representatives of the Shareholders will be notified of the date and time of the physical inventory and may be present at such inventory. If the inventory valuation (determined as set forth above and including the inventory of Bodymaster Auto Parts Supply, Inc. as of the Closing Date) is greater than $3,600,000, the excess over $3,600,000 shall be paid by LKQ to the extent Shareholders as an upward adjustment to the Purchase Price. If the inventory valuation (determined as set forth above and including the inventory of Bodymaster Auto Parts Supply, Inc. as of the Closing occurs in 2017Date) is less than $3,000,000, unaudited consolidated balance sheets and related statements of income, members’ equity and cash flows the amount of the Company and its subsidiaries, for each fiscal quarter of 2017 shortfall (other than $3,000,000 minus the fourth fiscal quarterinventory valuation) shall be paid by the Shareholders as a downward adjustment to the Purchase Price. Any such payment shall be made within five (in each case, together with the corresponding comparative period from 20165) together with all footnotes and related disclosures within 45 days of the end of each such fiscal quarter and (iii) if necessary under the rules and regulations computation of the Securities Closing Date financial statement and Exchange Commission, shall not be subject to the limitations described in Sections 9.1.1 or any specific request from such an agency, any pro forma 9.2.1 of this Agreement. The Closing Date financial statements which may be required to be included therein, shall reflect the valuation of inventory determined as set forth above plus any inventory that is in each of clauses (i), (ii) and (iii), prepared in accordance with Regulation S-X and transit on the rules and regulations of the Commission promulgated thereunder and in form and substance suitable for inclusion on Form S-1 (or other eligible or successor form) for the initial public offering of the equity interests of the Company or any parent company, subsidiary or successor registered under the Securities Act of 1933, as amended. For the avoidance of doubt, the parties acknowledge and agree that Baker Hughes shall render the management representations reasonably necessary for the independent auditors to be able to issue their PCAOB opinion on any pre-Closing periods referenced aboveDate.