Common use of Buyer’s Preparation of the Statement Clause in Contracts

Buyer’s Preparation of the Statement. Within 60 days after the Closing Date, Buyer will prepare and deliver to the Seller Representative a balance sheet and income statement of the Company as of the Closing Date (the “Closing Date Financial Statements”) and a written statement (the “Final Statement”) setting forth, in reasonable detail, Buyer’s determination of (i) Net Working Capital as of the Closing Date, the calculation of which excludes Closing Debt (“Closing Net Working Capital”) and (ii) Debt as of the Closing Date (“Closing Debt”). The Closing Date Financial Statements and the calculation of Closing Net Working Capital and Closing Debt on the Final Statement will be prepared in accordance with GAAP, the definitions in this Agreement, and the accounting principles set forth on Exhibit 1.3(a)(ii) and Exhibit 1.4(a). The Seller Representative and Buyer will cooperate with each other and their respective representatives in good faith and in all reasonable respects as may be requested by the other Party in preparing the Closing Date Financial Statements and Final Statement. The Seller Representative and Buyer will give each other and their representatives reasonable access during normal business hours and on reasonable advance notice to any relevant personnel, properties, and books and records of the Company for purposes of completing the matters contemplated in this Section 1.3. The final determination of Closing Net Working Capital and Closing Debt, and the Closing Date Financial Statements, pursuant to this Section 1.3 is the “Final Net Working Capital,” “Final Closing Debt” and “Final Financial Statements,” respectively.

Buyer’s Preparation of the Statement. Within 60 30 days after the Closing Date, Buyer will prepare and deliver to the Seller Representative a consolidated unaudited balance sheet and income statement of for the Company Companies dated as of the Closing Date and prepared in an a manner consistent in all respects with the representation in Section 4.7(b) (the “Closing Date Financial StatementsBalance Sheet”) and a written statement (the “Final StatementPurchase Price Certificate”) setting forth, in reasonable detail, Buyer’s determination of (i) Net Working Capital as of Purchase Price, including all components in the definition thereof; provided that if Buyer does not deliver to the Representative the Closing Balance Sheet and Purchase Price Certificate within 30 days after the Closing Date, then the calculation of which excludes Pre-Closing Debt (“Balance Sheet and Estimated Purchase Price Certificate shall become final and binding upon Buyer to the extent that Buyer shall be prohibited from making any claim thereafter that the Closing Net Balance Sheet is below the Target Working Capital”) and (ii) Debt as of ; provided further that if Buyer does not deliver to the Representative the Closing Date (“Balance Sheet and Purchase Price Certificate within 30 days after the Closing Debt”). The Date, then the Representative shall be provided with the Closing Date Financial Statements Balance and the calculation Purchase Price Certificate as soon as reasonably practicable in order to determine any excess of Closing Net Working Capital and Closing Debt on over the Final Statement will Target Working Capital, which such excess, if any, shall be prepared paid in accordance with GAAP, the definitions in this Agreement, and the accounting principles set forth on Exhibit 1.3(a)(ii) and Exhibit 1.4(aSection 2.4(f)(1). The Seller Representative and Buyer will cooperate with each other and their respective representatives in good faith and in all reasonable respects as may be requested by the other Party in preparing the Closing Date Financial Statements and Final Statement. The Seller Representative and Buyer will give each other the Representative and their its representatives access promptly and at all reasonable access times during normal business hours and on reasonable advance notice to any relevant the personnel, properties, and books and records of the Company Companies for purposes of completing reviewing the Purchase Price Certificate and the other matters contemplated in this Section 1.32.4. Such 30-day period will be extended to the extent of any delay by the Company in providing such access. The final determination of Closing Net Working Capital and Closing Debt, and the Closing Date Financial Statements, pursuant to this Section 1.3 2.4 is the “Final Net Working Capital,” “Final Closing Debt” and “Final Financial Statements,” respectively.”