Delivery of the Post-Closing Statement Clause Samples

Delivery of the Post-Closing Statement. No later than ninety (90) days after the Closing Date, Seller shall deliver to Buyer the Post-Closing Statement, together with supporting documentation used by Seller in calculating the amounts set forth therein. The Parties agree that the purpose of the Post-Closing Statement is to measure variations in the components taken into consideration in determining the estimates included in the Estimated Closing Statement compared to the actual values, and, without limiting the generality of the foregoing, such process is not intended to permit the introduction of accounting principles, practices, methodologies and procedures that conflict with the Accounting Principles or the definitions set forth herein.

Delivery of the Post-Closing Statement. No later than sixty (60) days after the Closing Date, ▇▇▇▇▇ shall deliver to Seller the Post-Closing Statement, together with reasonable supporting documentation. The Parties agree that the purpose of the Post-Closing Statement is to measure variations in the components taken into consideration in determining the estimates included in the Estimated Closing Statement compared to the actual values, and, without limiting the generality of the foregoing, such process is not intended to permit the introduction of accounting principles, practices, methodologies and procedures different from the Accounting Principles.

Delivery of the Post-Closing Statement. No later than 60 days after the Closing Date, Purchaser shall deliver to Seller Parent a Post-Closing Statement, together with reasonable supporting calculations and documentation used by Purchaser in determining the amounts set forth therein. Upon the request of Seller Parent, Purchaser shall promptly provide Seller Parent with any information related to the Business reasonably requested by Seller Parent for purposes of the review and verification of Purchaser’s calculations set forth in the Post-Closing Statement. Any currency conversions made in preparation of the foregoing will be made at the Period End Rate. In the event that Purchaser does not, within the applicable time period set forth in the preceding sentence, deliver a Post-Closing Statement, then, at the election of Seller Parent, in its sole discretion, either (A) the Post-Closing Adjustment Amount shall be deemed to equal zero or (B) Seller Parent may conduct a review of the Seller’s books and the calculation of the Estimated Closing Statement and make any adjustments necessary thereto (“Seller-Prepared Post-Closing Statement”), and upon the determination and delivery of the Seller-Prepared Post-Closing Statement to Purchaser, Purchaser shall have the same rights as provided to Seller Parent with respect to Seller Parent’s review of the Post-Closing Statement under Section 2.11(b)(iii), applicable mutatis mutandis, with respect to its review of the Seller-Prepared Post-Closing Statement, and the parties shall observe the same procedures with respect to any Notice of Objection and Disputed Items arising therefrom. The Post-Closing Statement will entirely disregard (x) any and all effects on the assets or liabilities of the Business as a result of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the Contemplated Transactions and (y) any of the plans, transactions or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Business, or any facts or circumstances that are unique or particular to the Purchaser or any of its assets or liabilities.

Delivery of the Post-Closing Statement. No later than forty-five (45) days after the Closing Date (which period may be extended by the Company acting in good faith to sixty (60) days after the Closing Date by providing written notice to BR Financial on or prior to the fortieth (40th) day after the Closing Date), the Company shall deliver to BR Financial the Post-Closing Statement, together with supporting documentation used by the Company in calculating the amounts set forth therein. For the avoidance of doubt, any directors appointed by BR Financial or its Affiliates to the Company’s board of directors shall recuse themselves from, and shall not receive information or analysis in connection with, the Company’s preparation and delivery of the Post-Closing Statement and the process contemplated by this Section 1.04. The Parties agree that the purpose of the Post-Closing Statement is to measure variations in the components taken into consideration in determining the estimates included in the Estimated Closing Statement compared to the actual values, and, without limiting the generality of the foregoing, such process is not intended to (A) permit the introduction of accounting principles, practices, methodologies and procedures different from the Accounting Principles or the definitions in this Agreement, (B) adjust for any errors or omissions that may be found with respect to the Financial Statements or any inconsistencies between the Financial Statements and GAAP unrelated to the Estimated Closing Statement or Post-Closing Statement, unless required by the Accounting Principles, for which Buyers’ rights (if any) under Article VIII of this Agreement shall be the sole and exclusive remedy, or (C) permit any adjustments to the Reimbursable Company Transaction Expenses or the Reimbursable Buyer Transaction Expenses that were paid by Buyers pursuant to Section 1.03(b)(iii) or (iv).

Delivery of the Post-Closing Statement. No later than ninety (90) days after the Closing Date, Purchaser shall deliver to the ▇▇▇▇▇ Seller a written statement setting forth Purchaser’s good-faith calculations of Net Working Capital as of 11:59 p.m. Eastern Time, on the day before the Closing Date, together with reasonable supporting calculations and documentation used by Purchaser in determining the amounts set forth therein (the “Post-Closing Statement”). The Post-Closing Statement will entirely disregard (x) any and all effects on the assets or liabilities of the Business as a result of any financing or refinancing arrangements entered into at any time by Purchaser or any other transaction entered into by Purchaser in connection with the consummation of the Transaction and (y) any of the plans, transactions or changes which Purchaser intends to initiate or make or cause to be initiated or made after the Closing with respect to the Business, or any facts or circumstances regarding Purchaser, its Affiliates or any of their other businesses, assets or liabilities.