Common use of Post-Closing Purchase Price Adjustment Clause in Contracts

Post-Closing Purchase Price Adjustment. (a) Buyer shall prepare and deliver to Parent within ninety (90) days after the Closing Date a statement (the “Closing Statement”) setting forth its calculation of Net Working Capital, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payable, as applicable, in each case as of the Reference Time (the “Closing Working Capital,” “Closing Cash,” “Closing Indebtedness,” “Closing Net Intercompany Receivable,” and “Closing Net Intercompany Payable,” respectively), including reasonable detail with reasonably detailed supporting documentation. Parent and any accountants and advisors engaged by Parent shall be permitted reasonable access to the books and records of the Transferred Subsidiaries and any documents, schedules or workpapers used by Buyer in its calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, for purposes of evaluating Buyer’s calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and making its own calculations of such amounts; provided that the accountants of Buyer and its Affiliates shall not be obligated to make any work papers available to Parent or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to such accountants.

Post-Closing Purchase Price Adjustment. (a) Buyer shall prepare and deliver to Parent within No later than ninety (90) days after the Closing Date Date, Buyer shall prepare and deliver a statement (the “Final Closing Statement”) setting forth its calculation consisting of Net Working Capital, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payable, as applicablethe Buyer’s good faith estimate in reasonable detail (and, in each case case, determined as of the Reference Calculation Time without giving effect to the transactions contemplated by this Agreement to take place at the Closing) and in accordance with the Accounting Principles, (i) the “Closing Working Capital,” “Balance Sheet, (ii) the Closing Cash,” “Closing Indebtedness,” “Closing Net Intercompany Receivable,” and “Closing Net Intercompany Payable,” respectively), including reasonable detail with reasonably detailed supporting documentation. Parent and any accountants and advisors engaged by Parent shall be permitted reasonable access to the books and records of the Transferred Subsidiaries and any documents, schedules or workpapers used by Buyer in its calculation of (iii) the Closing Working Capital, (iv) the Closing CashWorking Capital Excess Amount (if any), (v) the Closing IndebtednessWorking Capital Deficiency Amount (if any), and (vi) the Cash Consideration. During the forty-five (45) day period following Buyer’s delivery of the Final Closing Net Intercompany Receivable or Closing Net Intercompany PayableStatement, as applicableSeller shall have, for the purposes of evaluating the Final Closing Statement, reasonable access (A) to the appropriate books and records of Buyer, including working papers, supporting schedules, calculations and other documentation used in the preparation of the Final Closing Statement and (B) to Buyer’s calculation officers, employees, agents and representatives as may be reasonably required in connection with the review or analysis of the Final Closing Working Capital, Statement. The Final Closing Cash, Closing IndebtednessStatement and the Cash Consideration set forth therein shall be final and binding upon the Parties, and deemed accepted by Seller, unless within forty-five (45) days after Seller’s receipt thereof, Seller provides Buyer with a written Objection Notice with respect to the Final Closing Net Intercompany Receivable Statement (an “Objection Notice”). The Objection Notice shall specify in reasonable detail each item on the Final Closing Statement that Seller disputes and the nature of any objection so asserted and shall be limited to disputes or Closing Net Intercompany Payable, as applicable, and making its own calculations of such amounts; provided that the accountants of Buyer and its Affiliates shall objections based on mathematical errors or based on Cash Consideration not be obligated to make any work papers available to Parent or its Representatives except being calculated in accordance with this Agreement (including, without limitation, not being calculated in accordance with the Accounting Principles). Seller shall be deemed to have agreed with all amounts and items contained in the Final Closing Statement to the extent such accountants’ normal disclosure amounts and items are not raised in the Objection Notice. If Seller properly delivers an Objection Notice, any dispute raised therein shall be resolved pursuant to the procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers set forth in form and substance reasonably acceptable to such accountantsSection 1.11.

Post-Closing Purchase Price Adjustment. As promptly as practicable, but no later than sixty (a) Buyer shall prepare and deliver to Parent within ninety (9060) days after the Closing Date Date, Seller will cause to be prepared and delivered to Acquiror a statement (the “Closing Date Working Capital Statement”) setting forth its a calculation of the Net Working CapitalCapital of Company, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payableon a consolidated basis, as applicable, in each case as of immediately prior to the Reference Time Closing (the “Closing Net Working Capital,” “”), which Closing Cash,” “Date Working Capital Statement shall be prepared in accordance with the Applicable Accounting Principles. Acquiror will reasonably cooperate with Seller to the extent required for the preparation of the Closing Indebtedness,” “Date Working Capital Statement and will provide Seller and its Representatives access to all information, records, data and working papers (other than working papers of accountants that would require consent to provide), and shall permit reasonable access to its officers, employees, agents, properties, offices, plants and other facilities, books and records, as may be reasonably required in connection with the preparation of the Closing Date Working Capital Statement and the Closing Net Intercompany Receivable,” and “Working Capital. The Closing Date Working Capital Statement shall be prepared in good faith and, in respect of the Closing Net Intercompany Payable,” respectivelyWorking Capital reflected thereon, present fairly in all material respects the Net Working Capital of Company, on a consolidated basis, as of immediately prior to the Closing (without giving effect to the sale and purchase of the Shares contemplated hereby). Acquiror shall have thirty (30) days from the date on which the Closing Date Working Capital Statement is delivered to review the Closing Date Working Capital Statement (the “Review Period”). Acquiror and its Representatives shall be provided access to such information, records, data and working papers (other than working papers of accountants that would require consent to provide), including reasonable detail with reasonably detailed supporting documentation. Parent and any accountants and advisors engaged by Parent shall be permitted reasonable access to the its officers, employees, agents, properties, offices, plants and other facilities, books and records records, as may be reasonably required in connection with the analysis of the Transferred Subsidiaries Closing Date Working Capital Statement and the Closing Net Working Capital. If Acquiror disagrees in any documents, schedules respect with any item or workpapers used by Buyer amount shown or reflected in its the Closing Date Working Capital Statement or with the calculation of the Closing Net Working Capital, Closing CashAcquiror may, Closing Indebtednessprior to the last day of the Review Period, deliver a notice to Seller setting forth, in reasonable detail, each disputed item or amount and the basis for Acquiror’s disagreement (the “Dispute Notice”). The Dispute Notice shall set forth Acquiror’s position as to the proper Closing Net Intercompany Receivable or Working Capital. Any items not set forth on the Dispute Notice shall be deemed agreed to by Acquiror. If no Dispute Notice is received by Seller prior to the last day of the Review Period, the Closing Date Working Capital Statement shall be deemed accepted by Acquiror, whereupon (i) the Closing Net Intercompany PayableWorking Capital reflected on the Closing Date Working Capital Statement shall be final, conclusive and binding on the Parties and shall be deemed the “Final Net Working Capital” and (ii) Acquiror or Seller, as applicablethe case may be, for purposes of evaluating Buyer’s calculation of will pay to the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and making its own calculations of such amounts; provided that other Party the accountants of Buyer and its Affiliates shall not be obligated to make any work papers available to Parent or its Representatives except amount owing in accordance with such accountants’ normal disclosure procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to such accountantsSection 2.6(e).

Post-Closing Purchase Price Adjustment. (a) Buyer shall prepare and deliver to Parent within ninety Within thirty (9030) days after following the Closing Date Closing, Buyer will furnish to the Stockholders' Representative a statement (the “"Post-Closing Working Capital Statement”") setting which sets forth its Buyer's calculation of Net the Working Capital, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payable, as applicable, in each case as Capital of the Reference Time (Company at Closing. Buyer will give the “Closing Working Capital,” “Closing Cash,” “Closing Indebtedness,” “Closing Net Intercompany Receivable,” Stockholders' Representative and “Closing Net Intercompany Payable,” respectively), including reasonable detail with reasonably detailed supporting documentation. Parent and any its accountants and advisors engaged by Parent shall be permitted attorneys reasonable access to the books and records premises of the Transferred Subsidiaries Company, to its books, records, and any documentswork papers, schedules or workpapers used by and to the appropriate personnel of Buyer and the Company for purposes of confirming the Post-Closing Working Capital Statement. Unless the Stockholders' Representative notifies Buyer in its writing that it disagrees with the Post-Closing Working Capital Statement within 30 days after the Stockholders' Representative's receipt thereof, the Post-Closing Working Capital Statement shall be conclusive and binding on all parties hereto and not subject to dispute or review and Buyer's calculation of the Working Capital at Closing as set forth therein shall be the "Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, " for purposes of evaluating Section 2.3(b). If the Stockholders' Representative notifies Buyer in writing of its disagreement with the Post-Closing Working Capital Statement within such 30-day period, then the Stockholders' Representative and Buyer shall attempt to resolve their differences with respect thereto within 30 days after Buyer’s calculation 's receipt of the Stockholders' Representative's written notice of disagreement. Any dispute regarding the Post-Closing Working Capital Statement not resolved by the Stockholders' Representative and Buyer within such 30-day period will be resolved by KPMG or another accounting firm mutually acceptable to both parties. The parties will engage the accounting firm within seven days after such 30-day period. The determination by the accounting firm so selected of the Working Capital at Closing shall be made within twenty (20) days of its engagement, shall be conclusive and binding upon all parties hereto and not subject to dispute or review, and shall be the "Closing Working Capital, Closing Cash, Closing Indebtedness, " for purposes of Section 2.3(b). The fees and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and making its own calculations expenses of such amounts; provided that accounting firm in acting (in the accountants event of a dispute) under this Section shall be shared equally by Buyer and its Affiliates shall not be obligated to make any work papers available to Parent or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to such accountantsthe Stockholders.

Post-Closing Purchase Price Adjustment. (a) No later than the end of the Closing Statement Delivery Period, Buyer shall prepare and deliver to Parent within ninety (90) days after the Closing Date Sellers’ Representative a written statement (the “Closing Statement”) setting forth its calculation of Net Working Capital, Cash, Indebtedness, and Net Intercompany Receivable or Net Intercompany Payable, as applicable, in each case as Buyer’s good faith determination of the Reference Time Closing Adjustment Amount, together with reasonable supporting calculations and documents used in the preparation of the Closing Statement; provided that, if Buyer fails to timely deliver the Closing Statement within the Closing Statement Delivery Period (provided, that any Closing Statement delivered by Buyer during the “Closing Working Capital,” “Closing Cash,” “Closing Indebtedness,” “Closing Net Intercompany Receivable,” and “Closing Net Intercompany Payable,” respectivelyStatement Delivery Period will be deemed to be timely delivered, regardless of any objections (successful or otherwise) Seller may make pursuant to Section 2.04(b)), then, without limiting Sellers’ remedies hereunder (including reasonable detail with reasonably detailed supporting documentation. Parent and any accountants and advisors engaged by Parent under Section 2.04(b)), the Estimated Closing Statement shall be permitted deemed to be the Closing Statement. Buyer shall provide Sellers’ Representative and its Representatives reasonable access access, on advance notice and at Sellers’ Representative’s sole expense, during normal business hours and in a manner as to not unreasonably interfere with the normal operations of the Acquired Companies to Buyer’s and the Acquired Companies’ appropriate Representatives and to Buyer’s and the Acquired Companies’ appropriate books and records as may be reasonably requested by Sellers’ Representative for purposes of the Transferred Subsidiaries Sellers’ Representative’s and any documents, schedules or workpapers used by Buyer in its calculation Representatives’ review of the Closing Working CapitalStatement, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, for purposes subject to the execution of evaluating customary work paper access letters requested by Buyer’s calculation of the Closing Working Capital, Closing Cash, Closing Indebtedness, and Closing Net Intercompany Receivable or Closing Net Intercompany Payable, as applicable, and making its own calculations of such amounts; provided that the accountants of Buyer and its Affiliates shall not be obligated to make any work papers available to Parent or its Representatives except in accordance with such accountants’ normal disclosure procedures and then only after Parent or such Representatives has signed a customary agreement relating to access to any work papers in form and substance reasonably acceptable to such accountants.