Common use of Adjustment Statement Preparation Clause in Contracts

Adjustment Statement Preparation. Within ninety (90) days after the Closing Date, Parent shall prepare and deliver to Stockholders’ Representative an adjustment statement setting forth Parent’s written, good faith determination and calculation (along with reasonable supporting detail therefor) of the amount of the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Selling Expenses, respectively (the “Preliminary Adjustment Statement”), and, based on the Closing Cash, the Closing Indebtedness, the Closing Working Capital and the Selling Expenses as derived therefrom, Parent’s written, good faith determination and calculation of the Merger Consideration and the adjustment, if any, necessary to reconcile the Estimated Merger Consideration to the Merger Consideration (the “Preliminary Post-Closing Adjustment”); provided, that if the Closing Working Capital is within One Hundred Twenty- Five Thousand Dollars ($125,000) of the Working Capital Target, in either direction, then the Closing Working Capital shall be deemed to be equal to the Working Capital Target for purposes of the calculation of the Merger Consideration. The Preliminary Adjustment Statement and the Final Adjustment Statement shall be prepared consistent with the definitions in this Agreement and, if applicable, the Accounting Policies.