Common use of Closing Adjustment Certificate Clause in Contracts

Closing Adjustment Certificate. Within seventy-five (75) days after the Closing, Buyer shall prepare and deliver the Closing Adjustment Certificate to Seller, setting forth the calculations of the Closing Date Adjusted Net Indebtedness, the Closing Date Adjusted Working Capital and the Closing Date Transaction Expenses, in the form attached as Schedule E. Buyer and Seller shall provide to each other such data and information as the other Party may reasonably request in connection with the preparation and review of the Closing Adjustment Certificate; provided, that if Buyer does not deliver the Closing Adjustment Certificate within such seventy-five (75)-day period, then the Funds Flow Schedule shall be deemed to be the Closing Adjustment Certificate and Final Adjustment Certificate, for all purposes in this Agreement, the Adjustment Amount shall be zero and the Preliminary Purchase Price shall be deemed to be the Final Purchase Price.

Closing Adjustment Certificate. Within seventy-five sixty (7560) days after the Closing, Buyer shall prepare and deliver the Closing Adjustment Certificate to Seller, setting forth the calculations of the Closing Date Adjusted Net Indebtedness, the Closing Date Adjusted Working Capital and the Closing Date Transaction Expenses, in the form attached as Schedule E. Buyer and Seller shall provide to each other such data and information as the other Party may reasonably request in connection with the preparation and review of the Closing Adjustment Certificate; provided, that if Buyer does not deliver the Closing Adjustment Certificate within such seventy-five sixty (75)-day 60)-day period, then (i) the Funds Flow Schedule shall be deemed to be the Closing Adjustment Certificate and Final Adjustment Certificate, for all purposes in this Agreement, (ii) the Adjustment Amount shall be zero and (iii) the Preliminary Purchase Price shall be deemed to be the Final Purchase Price.