Common use of Adjustment Statement Preparation Clause in Contracts

Adjustment Statement Preparation. As soon as practicable, but in any event not more than ninety (90) days after the Closing Date, the Purchaser shall in good faith prepare and deliver to the Sellers’ Representative an adjustment statement setting forth the amount of Closing Indebtedness, Closing Working Capital, the Closing Cash, the Accrued Tax Liabilities and Selling Expenses, in each case, as of the Closing and based on the Closing Indebtedness, the Closing Working Capital, the Closing Cash, the Accrued Tax Liabilities and the Selling Expenses as derived therefrom, the Purchaser’s written calculation of the Transaction Consideration and adjustment necessary to reconcile the Estimated Transaction Consideration to the Transaction Consideration (the “Preliminary Adjustment Statement”). The Preliminary Adjustment Statement shall be prepared as of 12:01 a.m. ET on the Closing Date, in a manner consistent with Schedule 2.3, including the types of adjustments set forth therein, and in accordance with the definitions of Closing Indebtedness, Closing Working Capital, Closing Cash, Accrued Tax Liabilities and Selling Expenses as defined in this Agreement. For purposes of complying with the terms set forth in this Section 2.5, each Party shall cooperate with and make available to the Purchaser or the Sellers’ Representative, as applicable, their respective Representatives, and the Accounting Referee all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder; provided, that access to outside accountants’ work product shall be subject to the Sellers’ Representative and its Representatives executing a reasonable and customary nonreliance letter.

Adjustment Statement Preparation. As soon as practicable, but in any event not more than ninety Within forty-five (9045) days after the Closing Date, the Purchaser shall in good faith prepare and deliver to the SellersEquityholders’ Representative an adjustment statement setting forth the amount Purchaser’s calculation of the amounts of the Closing Indebtedness, Indebtedness and the Closing Working Capital, the Closing Cash, the Accrued Tax Liabilities and Selling Expenses, in each case, Capital as of the Closing and to the extent not included in the calculation of the foregoing, Selling Expenses not paid as a Closing Payment and paid, or to be paid, after Closing by the Surviving Entity or Purchaser (the “Unpaid Selling Expenses”) and, based on the Closing Indebtedness, Indebtedness and the Closing Working Capital, the Closing Cash, the Accrued Tax Liabilities Capital as derived therefrom and the amount of any Unpaid Selling Expenses as derived therefromExpenses, the Purchaser’s written calculation of the Transaction Consideration Consideration, and the adjustment necessary to reconcile the Estimated Transaction Consideration to the Transaction Consideration (the “Preliminary Adjustment Statement”). The Preliminary Adjustment Statement shall be prepared as of 12:01 a.m. ET on the Closing Date, in a manner consistent with Schedule 2.3, including the types of adjustments set forth thereinAdjustment Time, and in accordance with the definitions of Closing Indebtedness, Indebtedness and Closing Working Capital, Closing Cash, Accrued Tax Liabilities and Selling Expenses as defined in this Agreement. For purposes of complying with the terms set forth in this Section 2.52.11, each Party shall cooperate with and make available to the Purchaser or the Sellers’ Representative, as applicableother Parties, their respective Representativesrepresentatives, and the Accounting Referee Referee, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder; provided, that access to outside accountants’ work product shall be subject to the Sellers’ Representative and its Representatives executing a reasonable and customary nonreliance letter.

Adjustment Statement Preparation. As soon as practicable, but in any event not more than ninety (90) days after the Closing Date, the Purchaser shall in good faith prepare and deliver to the SellersStockholders’ Representative an adjustment statement setting forth the amount of the Closing Indebtedness, the Closing Working Capital, and the Closing Company Cash, the Accrued Tax Liabilities and Selling Expenses, in each case, as of the Closing and and, based on the Closing Indebtedness, the Closing Working Capital, and the Closing Cash, the Accrued Tax Liabilities and the Selling Expenses Company Cash as derived therefrom, the Purchaser’s written calculation of the Transaction Consideration Consideration, and the adjustment (if any) necessary to reconcile the Estimated Transaction Consideration to the Transaction Consideration (the “Preliminary Adjustment Statement”). The Preliminary Adjustment Statement shall be prepared as of 12:01 a.m. ET 11:59 p.m. EST on the Closing Date, in a manner consistent accordance with Schedule 2.3GAAP, including and, except where inconsistent with GAAP, shall use the types same accounting principles and practices as the Company used to prepare the consolidated balance sheet as of adjustments set forth thereinDecember 31, 2014, and in accordance with the definitions of Closing Indebtedness, Closing Working Capital, and Closing Cash, Accrued Tax Liabilities and Selling Expenses Company Cash as defined in this Agreement. For purposes of complying with the terms set forth in this Section 2.5, each Party shall cooperate with and make available to the Purchaser or the Sellers’ Representative, as applicableother Parties, their respective Representativesrepresentatives, and the Accounting Referee Referee, all information, records, data and working papers, and shall permit access to its facilities and personnel, as may be reasonably required in connection with the preparation and analysis of the Preliminary Adjustment Statement and the resolution of any disputes thereunder; provided, that access to outside accountants’ work product shall be subject to the Sellers’ Representative and its Representatives executing a reasonable and customary nonreliance letter.