Common use of Adjustment Amount Clause in Contracts

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) calendar days thereof, Purchaser shall prepare and deliver to Seller (i) an unaudited carve-out balance sheet for the Business and consolidated Companies as of 11:59 p.m. on the day before the Closing Date (assuming the consummation of the Preliminary Transactions prior to such time) (the “Closing Balance Sheet”) and (ii) a calculation of Net Working Capital of the Business and consolidated Companies as set forth on the Closing Balance Sheet (“Closing Date Net Working Capital”), determined without giving effect to the consummation of the transactions contemplated by this Agreement (other than the consummation of the Preliminary Transactions prior to 11:59 p.m. on the day before the Closing Date) or the financing transactions in connection therewith. Except as otherwise provided herein, the Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied in a manner consistent with the principles and policies applied in connection with the preparation of the Base Balance Sheet; provided, however, that the Closing Balance Sheet shall (x) except as otherwise provided herein, be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Base Balance Sheet, (y) reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Base Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date thereof and (z) not include any liability for income Taxes payable. Following the Closing, each of Purchaser and Seller shall provide the other and its respective representatives reasonable access to the records of the Business and the Companies to the extent reasonably relevant for the preparation and review of the Closing Balance Sheet. “

Adjustment Amount. The Adjustment Amount will be equal to the amount, if any, by which the Company’s Net Working Capital on the Closing Date is less than One Million Two Hundred Forty Thousand Dollars (a$1,240,000). Within one hundred and eighty (180) As soon days following the last day of the month in which the Closing occurs, Buyer shall calculate the Company’s Net Working Capital as reasonably practicable following of the Closing Date, the Adjustment Amount and the amount of the Current Cash Consideration, and provide the Seller with an accounting of such calculation (the “Current Cash Consideration Accounting”). Seller shall have fifteen (15) days following receipt of such Current Cash Consideration Accounting in any event which to object to the calculations contained therein by delivering written notice of such objection to the Buyer, which written notice will specify in detail the basis of such objection. During such fifteen (15) day period, Buyer shall make available to Seller all of Buyer’s books and records reasonably requested by Seller in order to confirm the Current Cash Consideration Accounting. The time periods contemplated herein shall be extended to the extent there is a delay in the availability of such books and records. If the Buyer and Seller are unable to resolve such dispute within ninety fifteen (9015) calendar days thereofof Buyer’s receipt of such notice, Purchaser the dispute shall prepare be submitted to the dispute resolution procedure set forth in Section 2.9 which both parties expressly agree shall be the sole method of resolving the dispute and deliver both parties shall be bound by the results of such procedure. If the Seller does not timely object to the calculations in the Current Cash Consideration Accounting or notifies the Buyer in writing that Seller accepts such calculations, then the calculations in the Current Cash Consideration Accounting shall be deemed final. Buyer shall, within two (2) business days following the Current Cash Consideration Accounting becoming final, pay to Seller (iin the same manner as contemplated in Section 2.4.2(a)) an unaudited carve-out balance sheet for amount equal to the Business and consolidated Companies as amount by which the cash paid to Seller pursuant to Section 2.4.2(a) is less than the Adjusted Current Cash Consideration. In the event the amount of 11:59 p.m. on Adjusted Current Cash Consideration is less than the day before the Closing Date (assuming the consummation of the Preliminary Transactions prior amount paid to such time) (the “Closing Balance Sheet”) and (ii) a calculation of Net Working Capital of the Business and consolidated Companies as set forth on the Closing Balance Sheet (“Closing Date Net Working Capital”Seller pursuant to Section 2.4.2(a), determined without giving effect Seller shall pay such difference to the consummation of the transactions contemplated by this Agreement Buyer (other than the consummation of the Preliminary Transactions prior to 11:59 p.m. on the day before the Closing Date) or the financing transactions in connection therewith. Except as otherwise provided herein, the Closing Balance Sheet shall be prepared in accordance with GAAP consistently applied in a manner consistent with the principles and policies applied in connection with the preparation of the Base Balance Sheet; provided, however, that the Closing Balance Sheet shall (x) except as otherwise provided herein, be prepared using the same accounting practices, policies, judgments and methodologies used manner as contemplated in Section 2.4.2(a)) within two (2) business days following the preparation of the Base Balance Sheet, (y) reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Base Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date thereof and (z) not include any liability for income Taxes payable. Following the Closing, each of Purchaser and Seller shall provide the other and its respective representatives reasonable access to the records of the Business and the Companies to the extent reasonably relevant for the preparation and review of the Closing Balance Sheet. “Current Cash Consideration Accounting becoming final.

Adjustment Amount. (a) 3. As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) 60 calendar days thereof, Purchaser Buyer shall prepare and deliver to Seller the Sellers, (i) an unaudited carve-out balance sheet for the Business and consolidated Companies as of 11:59 p.m. on the day before the Closing Date (assuming the consummation of the Preliminary Transactions prior to such time) (the “Closing Balance Sheet”) and (ii%4) a calculation of Closing Net Working Capital, (%4) a calculation of the aggregate amount of all Closing Indebtedness, (%4) a calculation of Closing Cash, (%4) Buyer’s calculation of the Closing Net Working Capital Adjustment Amount, (%4) a calculation of Closing Transaction Expenses and on the basis of the Business and consolidated Companies as set forth on foregoing (%4) a calculation of the Closing Balance Sheet Purchase Price (together with the calculations referred to in clauses (i) through (vi) above, the “Final Closing Date Statement”). The Closing Net Working Capital”), determined without giving effect to the consummation of the transactions contemplated by this Agreement (other than the consummation of the Preliminary Transactions prior to 11:59 p.m. on the day before the Closing Date) or the financing transactions in connection therewith. Except as otherwise provided herein, the Indebtedness and Closing Balance Sheet Cash shall be prepared in accordance with GAAP consistently applied the Accounting Principles and the defined terms used in a manner consistent with the principles and policies applied in connection with the preparation of the Base Balance Sheetthis Section 2.06(a); provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to any act or omission by Buyer or any of its Subsidiaries or the Companies taken after the Closing or reflect any payments of cash in respect of the Purchase Price, or any financing transactions in connection therewith or reflect any expense or liability for which Buyer is responsible under this Agreement or the payment of the Purchase Price. For the avoidance of doubt, neither party shall dispute the definition, scope or the application of the Accounting Principles or any inconsistencies between GAAP and any Accounting Principle(s). No fact or event, including any market or business development, occurring after the Closing Date, and no change in GAAP or Applicable Law after the Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 60-day period, then, at the election of the Sellers in their sole discretion either (x) except as otherwise provided hereinthe Preliminary Closing Statement delivered by the Sellers to Buyer pursuant to Section 2.04 shall be deemed to be the Final Closing Statement, be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Base Balance Sheet, for all purposes hereunder or (y) reflect no changes in reserves (regardless of whether any such reserve is recorded as the Sellers shall be entitled to retain the Auditor to provide an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Base Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date thereof and (z) not include any liability for income Taxes payable. Following the Closing, each of Purchaser and Seller shall provide the other and its respective representatives reasonable access to the records audit of the Business and the Companies to the extent reasonably relevant for the preparation and review books of the Companies, determine the calculation of, and prepare, the Final Closing Balance Sheet. “Statement consistent with the provisions of Section 2.06(c), the determination of such Auditor being conclusive, final and binding on the parties hereto.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within ninety sixty (9060) calendar days thereof, Purchaser Buyer shall prepare and deliver to Seller the Holder Representative (i) an unaudited carve-out consolidated balance sheet for the Business and consolidated Companies as of 11:59 p.m. on the day before the Closing Date (assuming the consummation of the Preliminary Transactions prior to such time) Company and its Subsidiaries (the “Closing Balance Sheet”) and ), (ii) a calculation of Net Working Capital of the Business and consolidated Companies as set forth on the Closing Balance Sheet (“Closing Date Net Working Capital”), determined (iii) a calculation of the aggregate amount of all Funded Debt of the Company (“Closing Date Funded Debt”), (iv) a calculation of Cash of the Company and its Subsidiaries (“Closing Date Cash”) and (v) a calculation of Unpaid Company Transaction Expenses (“Closing Date Unpaid Company Transaction Expenses”), in each case, (except as set forth in the proviso below) (x) calculated as of 11:59 p.m. Eastern time on the Closing Date in accordance with the Closing Balance Sheet Principles and (y) without giving effect to the consummation of the transactions contemplated by this Agreement (other than the consummation Merger, including any payments of cash in respect of the Preliminary Transactions prior to 11:59 p.m. on Merger Consideration, any repayment of Funded Debt of the day before Company after the Closing Date) Effective Time or the any financing transactions in connection therewith. Except as otherwise provided hereinwith the transactions contemplated hereby or, after the Effective Time, any other action or omission by Buyer, the Closing Balance Sheet shall be prepared Surviving Corporation or any of its Subsidiaries that is not in accordance with GAAP consistently applied in a manner the ordinary course of business consistent with the principles and policies applied in connection with the preparation of the Base Balance Sheetpast practice; provided, however, that (I) the Closing Balance Sheet shall (x) except as otherwise provided herein, be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Base Balance Sheet, (y) reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Base Reference Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date thereof of the Reference Balance Sheet, (II) the Tax assets and liabilities included in the Closing Balance Sheet and Closing Date Net Working Capital shall give effect to and take into account the consummation of the Merger and the other transactions contemplated by this Agreement, and (zIII) the Closing Balance Sheet shall not include reflect any expense or liability for income Taxes payablewhich Buyer is responsible under this Agreement. Following the Closing, each of Purchaser and Seller Buyer shall provide the other Holder Representative and its respective representatives reasonable access to the records records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Business Company and the Companies its Subsidiaries relating to the extent reasonably relevant for preparation of the preparation Closing Balance Sheet and shall cause the personnel of the Company and its Subsidiaries to cooperate with the Holder Representative in connection with its review of the Closing Balance Sheet. “.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) calendar days thereof, Purchaser Buyer shall prepare and deliver to Seller a written statement setting forth Buyer’s good faith calculations of (i) an unaudited carve-out balance sheet for the Business and consolidated Companies as of 11:59 p.m. on the day before the Closing Date (assuming the consummation of the Preliminary Transactions prior to such time) (the “Closing Balance Sheet”) and Net Working Capital, (ii) a calculation of Closing Indebtedness, (iii) Closing Cash, (iv) Transaction Expenses, (v) the Closing Net Working Capital Adjustment Amount and (vi) on the basis of the Business and consolidated Companies as set forth on foregoing, the Closing Balance Sheet Purchase Price (together with the calculations referred to in the preceding clauses ‎(i) through ‎(vi), the “Final Closing Date Statement”). The calculations of Closing Net Working Capital”), determined without giving Closing Indebtedness, Closing Cash and Transaction Expenses shall be prepared in accordance with the Accounting Principles and the definitions of the applicable defined terms used herein; provided, however, that the Final Closing Statement (and any amounts included therein) shall not (A) (except to the extent relevant to the calculation of any Liability for Tax and the calculation of Transaction Expenses and Indebtedness) give effect to the consummation of the transactions contemplated by this Agreement Agreement, including any act or omission by Buyer or any of its Affiliates or the Companies taken at, after or in connection with the Closing or (other than the consummation B) reflect any payments of cash in respect of the Preliminary Transactions prior to 11:59 p.m. on the day before the Closing Date) Purchase Price, or the any financing transactions in connection therewiththerewith or reflect any expense or Liability for which Buyer is responsible under this Agreement. Except as otherwise Nothing in this ‎Section 2.06 is intended to be used to adjust for errors or omissions that may be found with respect to the Financial Statements or any inconsistencies between the Accounting Principles, on the one hand, and GAAP, on the other; provided hereinthat the foregoing shall not override the primary principle that the calculations of Closing Net Working Capital, the Closing Balance Sheet Indebtedness, Transaction Expenses and Closing Cash shall be prepared in accordance with the Accounting Principles and the definitions of such terms herein. No change in GAAP consistently applied or Applicable Law after the Balance Sheet Date shall be taken into consideration in a manner consistent the calculations to be made pursuant to ‎Section 2.04 or this ‎Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the principles and policies applied first sentence of this ‎Section 2.06(a) within such 90-day period (the “Review Period”), then, if Buyer fails to deliver a Final Closing Statement within five (5) Business Days following the receipt of written notice from Seller of such failure, at the election of Seller in connection with the preparation of the Base Balance Sheet; provided, however, that the Closing Balance Sheet shall its sole discretion either (x) except as otherwise provided herein, the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section 2.04 shall be prepared using deemed to be the same accounting practices, policies, judgments and methodologies used in the preparation of the Base Balance Sheet, Final Closing Statement for all purposes hereunder or (y) reflect no changes in reserves (regardless Seller may elect to deliver its own Final Closing Statement within 60 days of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the end of the Review Period setting forth its good faith calculations of Closing Net Working Capital, Closing Indebtedness, Closing Cash, Transaction Expenses, the Closing Balance Sheet) from amounts contained in Net Working Capital Adjustment Amount and, on the Base Balance Sheetbasis of the foregoing, the Closing Purchase Price (subject to Xxxxx’s right to review and object to the Final Closing Statement within a 60-day period, with the roles of Seller and Xxxxx contemplated by this ‎Section 2.06 (other than changes therein attributable to changes in facts and circumstances occurring after the date thereof and (z‎Section 2.06(e)) not include any liability for income Taxes payable. Following the Closing, each of Purchaser and Seller shall provide the other and its respective representatives reasonable access to the records of the Business and the Companies to the extent reasonably relevant for the preparation and review of the Closing Balance Sheet. “reversed).

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) 75 calendar days thereof, Purchaser Buyer shall prepare and deliver to Seller Seller, (i) an unaudited carve-out balance sheet for the Business and consolidated Companies as a calculation of 11:59 p.m. on the day before the Closing Date (assuming the consummation of the Preliminary Transactions prior to such time) (the “Closing Balance Sheet”) and Net Working Capital, (ii) a calculation of the aggregate amount of all Closing Indebtedness, (iii) a calculation of Closing Cash, (iv) a calculation of Transaction Expenses, (v) Buyer’s calculation of the Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the Business and consolidated Companies as set forth on foregoing, a calculation of the Closing Balance Sheet Purchase Price (together with the calculations referred to in clauses (i) through (vi) above, the “Final Closing Date Statement”). The Closing Net Working Capital”, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and the defined terms used in this ‎Section 2.06(a); provided, determined without giving however, the Final Closing Statement (and any amounts included therein) shall not give effect to the consummation of the transactions contemplated by this Agreement (other than Agreement, including any act or omission by Buyer or any of its Subsidiaries or the consummation Companies taken at, after or in connection with the Closing or reflect any payments of cash in respect of the Preliminary Transactions prior to 11:59 p.m. on the day before the Closing Date) Purchase Price, or the any financing transactions in connection therewiththerewith or reflect any expense or liability for which Buyer is responsible under this Agreement. Except as otherwise provided hereinFor the avoidance of doubt, the calculations and the purchase price adjustment to be made pursuant to this ‎Section 2.06 are only meant to reflect the proper calculation of Closing Balance Sheet shall be prepared Purchase Price (and the inputs thereto) in accordance with the applicable definitions contained therein and otherwise in this Agreement and the applicable terms and conditions of this Agreement. Nothing in this ‎Section 2.06 is intended to be used to adjust for errors or omissions that may be found with respect to the Financial Statements or any inconsistencies between the Accounting Principles, on the one hand, and GAAP, on the other. No fact or event, including any market or business development, occurring after the Closing, and no change in GAAP consistently applied or Applicable Law after the Balance Sheet Date, shall be taken into consideration in a manner the calculations to be made pursuant to ‎Section 2.04 or this ‎Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this ‎Section 2.06(a) within such 75-day period, then, at the election of Seller in its sole discretion either (x) the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section 2.04 shall be deemed to be the Final Closing Statement, for all purposes hereunder or (y) Seller shall be entitled to retain (at the sole cost and expense of Buyer) an independent accounting firm of recognized national standing to provide an audit of the books of the Companies, determine the calculation of, and prepare, the Final Closing Statement consistent with the principles provisions of this ‎Section 2.06(a), the determination of such independent accounting firm being conclusive, final and policies applied in connection with binding on the preparation of the Base Balance Sheet; provided, however, that the Closing Balance Sheet shall (x) except as otherwise provided herein, be prepared using the same accounting practices, policies, judgments and methodologies used in the preparation of the Base Balance Sheet, (y) reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Base Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date thereof and (z) not include any liability for income Taxes payable. Following the Closing, each of Purchaser and Seller shall provide the other and its respective representatives reasonable access to the records of the Business and the Companies to the extent reasonably relevant for the preparation and review of the Closing Balance Sheet. “parties hereto.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) 75 calendar days thereof, Purchaser Buyer shall prepare and deliver to Seller (i) an unaudited carve-out balance sheet for the Business and consolidated Companies as a calculation of 11:59 p.m. on the day before the Closing Date (assuming the consummation of the Preliminary Transactions prior to such time) (the “Closing Balance Sheet”) and Net Working Capital, (ii) a calculation of the aggregate amount of all Closing Indebtedness, (iii) a calculation of Closing Cash, (iv) a calculation of Transaction Expenses, (v) Buyer’s calculation of the Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the Business and consolidated Companies as set forth on foregoing, a calculation of the Closing Balance Sheet Cash Purchase Price (together with the calculations referred to in clauses (i) through (vi) above, the “Final Closing Date Statement”). The Closing Net Working Capital”, Closing Indebtedness and Closing Cash shall be prepared in accordance with the Accounting Principles and the defined terms used in this Section 2.06(a); provided, determined without giving however, the Final Closing Statement (and any amounts included therein) shall not give effect to the consummation of the transactions contemplated by this Agreement (other than Agreement, including any act or omission by Buyer or any of its Subsidiaries or the consummation Companies taken at, after or in connection with the Closing or reflect any payments of cash in respect of the Preliminary Transactions prior to 11:59 p.m. on the day before the Closing Date) Purchase Price, or the any financing transactions in connection therewiththerewith or reflect any expense or liability for which Buyer is responsible under this Agreement. Except as otherwise provided hereinFor the avoidance of doubt, the calculations and the purchase price adjustment to be made pursuant to this Section 2.06 are only meant to reflect the proper calculation of Closing Balance Sheet shall be prepared Cash Purchase Price (and the inputs thereto) in accordance with GAAP consistently applied the applicable definitions contained therein and otherwise in a manner consistent this Agreement and the applicable terms and conditions of this Agreement. Nothing in this Section 2.06 is intended to be used to adjust for errors or omissions that may be found with respect to the principles Financial Statements or any inconsistencies between the Accounting Principles, on the one hand, and policies applied GAAP, on the other. No action taken by Buyer occurring at, after or in connection with the preparation of Closing, and no change in GAAP or Applicable Law after the Base Balance Sheet; provided, however, that the Closing Balance Sheet Date, shall be taken into consideration in the calculations to be made pursuant to Section 2.04 or this Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the first sentence of this Section 2.06(a) within such 75-day period, then, at the election of Seller in its sole discretion either (x) except as otherwise provided herein, the Preliminary Closing Statement delivered by Seller to Buyer pursuant to Section 2.04 shall be prepared using deemed to be the same accounting practices, policies, judgments and methodologies used in the preparation of the Base Balance Sheet, Final Closing Statement for all purposes hereunder or (y) reflect no changes in reserves (regardless of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the Closing Balance Sheet) from amounts contained in the Base Balance Sheet, other than changes therein attributable to changes in facts and circumstances occurring after the date thereof and (z) not include any liability for income Taxes payable. Following the Closing, each of Purchaser and Seller shall be entitled to retain (at the sole cost and expense of Buyer) an independent accounting firm of recognized national standing to provide the other and its respective representatives reasonable access to the records an audit of the Business and the Companies to the extent reasonably relevant for the preparation and review books of the Companies, determine the calculation of, and prepare, the Final Closing Balance Sheet. “Statement consistent with the provisions of this Section 2.06(a), the determination of such independent accounting firm being conclusive, final and binding on the parties hereto.

Adjustment Amount. (a) As soon as reasonably practicable following the Closing Date, and in any event within ninety (90) 90 calendar days thereof, Purchaser Buyer shall prepare and deliver to Seller Seller, (i) an unaudited carve-out balance sheet for the Business and consolidated Companies as a calculation of 11:59 p.m. on the day before the Closing Date (assuming the consummation of the Preliminary Transactions prior to such time) (the “Closing Balance Sheet”) and Net Working Capital, (ii) a calculation of the aggregate amount of all Closing Indebtedness, (iii) a calculation of Closing Cash, (iv) a calculation of Transaction Expenses, (v) a calculation of the Closing Net Working Capital Adjustment Amount, and (vi) on the basis of the Business and consolidated Companies as set forth on foregoing, a calculation of the Closing Balance Sheet Purchase Price (together with the calculations referred to in the preceding clauses ‎(i) through ‎(vi) the “Final Closing Date Statement”). The calculations of Closing Net Working Capital”), determined without giving Closing Indebtedness, Transaction Expenses and Closing Cash shall be prepared in accordance with the Accounting Principles and the defined terms used herein; provided, however, that the Final Closing Statement (and any amounts included therein) shall not give effect to the consummation of the transactions contemplated by this Agreement (other than Agreement, including any act or omission by Buyer or any of its Subsidiaries or the consummation Companies taken at, after or in connection with the Closing or reflect any payments of cash in respect of the Preliminary Transactions prior to 11:59 p.m. on the day before the Closing Date) Purchase Price, or the any financing transactions in connection therewiththerewith or reflect any expense or liability for which Buyer is responsible under this Agreement. Except as otherwise Nothing in this Section 2.06 is intended to be used to adjust for errors or omissions that may be found with respect to the Financial Statements; provided hereinthat the foregoing shall not override the primary principle that the calculations of Closing Net Working Capital, the Closing Balance Sheet Indebtedness, Transaction Expenses and Closing Cash shall be prepared in accordance with the Accounting Principles and defined terms used herein. No change in GAAP consistently applied or Applicable Law after the Balance Sheet Date, shall be taken into consideration in a manner consistent the calculations to be made pursuant to ‎Section 2.04 or this ‎Section 2.06. If Buyer fails to timely deliver the Final Closing Statement in accordance with the principles and policies applied first sentence of this ‎Section 2.06(a) within such 90-day period (the “Review Period”), then, at the election of Seller in connection with the preparation of the Base Balance Sheet; provided, however, that the Closing Balance Sheet shall its sole discretion either (x) except as otherwise provided herein, the Preliminary Closing Statement delivered by Seller to Buyer pursuant to ‎Section 2.04 shall be prepared using deemed to be the same accounting practices, policies, judgments and methodologies used in the preparation of the Base Balance Sheet, Final Closing Statement for all purposes hereunder or (y) reflect no changes in reserves (regardless Seller may elect to deliver its own Final Closing Statement within 30 days of whether any such reserve is recorded as an offset to a current asset’s carrying value or is included as an accrued liability in the end of the Review Period setting forth its good faith calculations of Closing Net Working Capital, Closing Indebtedness, Closing Cash, Transaction Expenses, the Closing Balance Sheet) from amounts contained in Net Working Capital Adjustment Amount and, on the Base Balance Sheetbasis of the foregoing, the Closing Purchase Price (subject to Buyer’s right to review and object to the Final Closing Statement within a Review Period, with the roles of Seller and Buyer contemplated by this ‎Section 2.06 (other than changes therein attributable to changes in facts and circumstances occurring after the date thereof and (z‎Section 2.06(e)) not include any liability for income Taxes payable. Following the Closing, each of Purchaser and Seller shall provide the other and its respective representatives reasonable access to the records of the Business and the Companies to the extent reasonably relevant for the preparation and review of the Closing Balance Sheet. “reversed).