Common use of Post-Closing Statement Clause in Contracts

Post-Closing Statement. No later than 90 days after the Closing Date, Parent or its representatives shall prepare and deliver to the Stockholders’ Representative a written statement (the “Post-Closing Statement”), setting forth (A) an unaudited balance sheet as of the Closing Date, prepared in accordance with GAAP, (B) Parent’s calculation of (1) the Net Working Capital, (2) the Closing Date Cash, (3) the Closing Date Transaction Expenses, and (4) the Closing Date Indebtedness, and (C) Parent’s calculation of any necessary adjustment to the Closing Merger Consideration in accordance with Section 1.8(b)(iv), if any. Upon receipt of the Post-Closing Statement, the Stockholders’ Representative (and to the extent reasonably requested, its accountants) will be given reasonable access upon reasonable notice to the Company’s relevant books, records, workpapers and personnel (subject to customary confidentiality agreements related to such access) during business hours for the limited purpose of verifying the unaudited balance sheet, Net Working Capital, the Closing Date Cash, the Closing Date Transaction Expenses, and the Closing Date Indebtedness set forth in the Post-Closing Statement.

Post-Closing Statement. No later than 90 the date that is 120 days after the Closing Date, Parent or its representatives shall prepare and deliver to the StockholdersShareholders’ Representative a written statement (the “Post-Closing Statement”), setting forth (A) an unaudited balance sheet as of the Closing Date, prepared in accordance with GAAP, (B) Parent’s calculation of (1) the Net Working CapitalAdditional Liabilities, (2) the Closing Date Cash, (3) the Closing Date Transaction ExpensesIndebtedness, and (4) the Closing Date IndebtednessTransaction Expenses, and (5) the Excess Liabilities, and (C) Parent’s calculation of any necessary adjustment to the Closing Merger Consideration in accordance with Section 1.8(b)(iv2.11(b)(iv), if any. Upon receipt of the Post-Closing Statement, the StockholdersShareholders’ Representative (and to the extent reasonably requested, its accountants) will be given reasonable access upon reasonable notice to the Company’s Acquired Companies’ relevant books, records, workpapers and personnel (subject to customary confidentiality agreements related to such access) during business hours for the limited purpose of verifying the unaudited balance sheetAdditional Liabilities, Net Working CapitalExcess Liabilities, the Closing Date Cash, the Closing Date Transaction Expenses, Indebtedness and the Closing Date Indebtedness Transaction Expenses set forth in the Post-Closing Statement.

Post-Closing Statement. No later than 90 60 days after the Closing Date, Parent or its representatives shall prepare and deliver to the Stockholders’ Representative a written statement (the “Post-Closing Statement”), setting forth (A) an unaudited balance sheet as of the Closing Date, prepared in accordance with GAAP, (B) Parent’s calculation of (1) the Net Working Capital, (2) the Closing Date Cash, (3) the Closing Date Transaction ExpensesIndebtedness, and (4) the Closing Date IndebtednessTransaction Expenses, and (C) Parent’s calculation of any necessary adjustment to the Closing Merger Consideration in accordance with Section 1.8(b)(iv2.11(b)(iv), if any. Upon receipt of the Post-Closing Statement, the Stockholders’ Representative (and to the extent reasonably requested, its accountants) will be given reasonable access upon reasonable notice to the Company’s relevant books, records, workpapers and personnel (subject to customary confidentiality confidentiality, hold harmless or release agreements related to such access) during business hours for the limited purpose of verifying the unaudited balance sheet, Net Working Capital, the Closing Date Cash, the Closing Date Transaction Expenses, Indebtedness and the Closing Date Indebtedness Transaction Expenses set forth in the Post-Closing Statement.