Determination of Post-Closing Adjustment Sample Clauses

Determination of Post-Closing Adjustment. The “Post-Closing Adjustment” shall be an amount equal to the difference between Estimated Working Capital minus Closing Working Capital. If the Post-Closing Adjustment is a negative number, Buyer shall pay to Sellers an amount equal to the Post-Closing Adjustment, and if the Post-Closing Adjustment is a positive number, Sellers shall pay to Buyer an amount equal to the Post-Closing Adjustment, in each case, in accordance with Section 2.06(b)(vii).

Determination of Post-Closing Adjustment. As promptly as practicable after the Closing, but in no event later than forty-five (45) days following the Closing, Purchaser shall deliver to the Sellers’ Representative a statement of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule”) and a statement of the actual Cash of the Company Group as of the close of business on the day prior to the Closing Date (“Actual Cash”).

Determination of Post-Closing Adjustment. No later than sixty (60) days following the Closing, Purchaser shall deliver to the Sellers’ Representative the calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule” attached hereto) and a calculation of (i) the actual Cash of the Company Group as of the close of business on the day prior to the Closing Date (“Actual Cash”); (ii) the actual Indebtedness as of the Closing Date (“Actual Indebtedness”); and (iii) the actual Sellers’ Transaction Expenses as of the Closing Date (“Actual Transaction Expenses”).

Determination of Post-Closing Adjustment. Within sixty (60) days following the Closing Date, Acquirer shall deliver to the Stockholders’ Agent the calculation of the actual Working Capital (“Actual Working Capital”), a calculation of the actual Cash (“Actual Cash”), a calculation of the actual Excess Cash Amount (the “Actual Excess Cash Amount”), a calculation of the actual Company Transaction Expenses of the Company and its Subsidiary (“Actual Company Transaction Expenses”), and a calculation of the actual Company Indebtedness of the Company and its Subsidiary (“Actual Company Indebtedness”), in each case, calculated consistent with the definitions thereof set forth herein (the statement setting forth such calculation, the “Post-Closing Statement”). If Acquirer fails to deliver the Post-Closing Statement within sixty (60) days after the Closing Date, then for a period of ten (10) days following the expiration of such sixty (60) day period, the Stockholders’ Agent shall have the right, at its election, to require Acquirer to deliver the Post-Closing Statement within ten (10) days of the Stockholders’ Agent’s written demand therefor. If (x) Acquirer does not deliver to the Stockholders’ Agent its calculation of Actual Working Capital, Actual Cash and Actual Excess Cash Amount, Actual Company Transaction Expenses or Actual Company Indebtedness and (y) the Stockholders’ Agent does not require delivery thereof pursuant to clause (ii) above, then the calculation of Estimated Working Capital determined pursuant to Section 1.17(a) shall be the “Final Working Capital,” the calculation of Estimated Cash and Estimated Excess Cash Amount determined pursuant to Section 1.17(a) shall be the “Final Cash” and the “Final Excess Cash Amount,” respectively, the calculation of the Estimated Company Indebtedness determined pursuant to Section 1.17(a) shall be the “Final Company Indebtedness,” and/or the calculation of Estimated Company Transaction Expenses determined pursuant to Section 1.17(a) shall be the “Final Company Transaction Expenses”, which, in each case, shall be deemed final and conclusive and binding upon the parties hereto in all respects.

Determination of Post-Closing Adjustment. (a) As promptly as reasonably practicable, but in any event within sixty (60) days after the Closing Date, Purchaser shall prepare and deliver to the Sellers’ Representative a written statement, setting forth Purchaser’s calculation of the Aggregate Closing Consideration, together with reasonable supporting information and documentation, including Purchaser’s good faith calculation of (i) Cash, (ii) the Sellers’ Transaction Expenses, (iii) the total amount of Indebtedness outstanding as of the Closing, (iv) Working Capital and (v) the Aggregate Adjusted Closing Consideration (such statement, the “Closing Statement”). (b) If the Sellers’ Representative disagrees with Purchaser’s calculation of the Cash, Indebtedness, Working Capital and/or the unpaid Sellers’ Transaction Expenses, in each case as reflected on the Closing Statement, the Sellers’ Representative may, within forty-five (45) days after receipt of the Closing Statement, deliver a written notice (the “Dispute Notice”) to Purchaser setting forth the Sellers’ Representative’s calculation of each disputed amount (each, an “Item of Dispute”). During such forty-five (45) day period, Purchaser shall (i) provide the Sellers’ Representative with reasonable access during normal business hours upon reasonable prior notice to the books and records (including supporting data) and Representatives of Purchaser, the Barteca Entities and the Blockers (and, subject to the execution of customary access papers, their accounts and auditors) for purposes of its review of the Closing Statement, and (ii) reasonably cooperate with the Sellers’ Representative in connection with such review, including by providing, on a reasonably timely basis, all other information reasonably requested by the Sellers’ Representative in connection with its review of the Closing Statement; provided that (A) any access shall be conducted in such a manner as does not unreasonably interfere with the normal operations of Purchaser, the Blockers or the Barteca Entities and (B) without the prior written consent of Purchaser, none of the Sellers’ Representative, the Blocker Sellers or the Unitholders or any of their respective Representatives shall knowingly contact any suppliers to, or other business relations (other than the Representatives of Purchaser, the Barteca Entities and the Blockers, including their accountants and auditors) of, Purchaser or any of its Affiliates (including the Barteca Entities), in each case, in connection with the rev...

Determination of Post-Closing Adjustment. No later than thirty (30) days following the Closing, Purchaser shall deliver to the Sellers’ Representative Purchaser’s calculation of the actual Indebtedness of the Company Group as of the Adjustment Time (“Actual Indebtedness”) and a calculation of the actual Transaction Expenses as of the Adjustment Time (“Actual Transaction Expenses”), and the amount, if any, by which the Initial Cash Purchase Price and the corresponding Initial Purchase Price is to be adjusted as a result thereof (such statement setting forth Actual Transaction Expenses together with the Actual Indebtedness and any adjustment to the Initial Cash Purchase Price and the corresponding Initial Purchase Price therefrom, the “Closing Statement”). During the preparation by Purchaser of the Closing Statement, Purchaser and its agents shall be provided, to the extent in the possession or control of the Sellers or their Affiliates, with such access to the financial books and records of the Company and its Subsidiaries (including, for the avoidance of doubt, Outdoors LLC), as well as any relevant work papers (provided that any accountants shall not be obliged to make any work papers available to the except in accordance with customary disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants) as it may reasonably request to enable it to evaluate the calculations of Estimated Indebtedness and Estimated Transaction Expenses prepared by the Company. Without the Sellers’ Representative’s written consent, Purchaser shall not have the right to modify the Closing Statement or any amounts set forth therein after Purchaser first delivers the Closing Statement to the Sellers’ Representative.

Determination of Post-Closing Adjustment. No later than sixty (60) days following the Closing, Purchaser shall prepare in good faith and deliver to Seller Parent a statement (the “Closing Statement”) setting forth Purchaser’s calculation of (i) Working Capital as of the Adjustment Calculation Time (“Closing Working Capital”), (ii) Cash and Cash Equivalents as of the Adjustment Calculation Time (“Closing Cash”), (iii) Indebtedness as of immediately prior to the Closing (“Closing Indebtedness”) and (iv) Company Transaction Expenses as of immediately prior to the Closing (“Closing Company Transaction Expenses”), with work paper (subject to compliance with Purchaser’s independent accountants’ customary procedures for release) that, in Purchaser’s reasonable determination, support and were used in preparation of such calculations.

Determination of Post-Closing Adjustment. No later than seventy-five (75) days following the Closing, Purchaser shall deliver to the Sellers’ Representative the calculation of the actual Working Capital as of the Closing (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule” attached hereto), a calculation of the actual Indebtedness of the Company Group as of the Closing Date (“Actual Indebtedness”), a calculation of the actual Sellers’ Transaction Expenses as of the Closing (“Actual Sellers’ Transaction Expenses”) and a calculation of the actual Cash of the Company Group as of the Closing (“Actual Cash”).

Determination of Post-Closing Adjustment. No later than forty-five (45) days following the Closing, Purchaser shall prepare and deliver to the Sellers’ Representative a statement setting forth (i) the calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”) (prepared in accordance with the “Working Capital Schedule” attached hereto), (ii) a calculation of the actual Cash of the Company Group as of the close of business on the day prior to the Closing Date (“Actual Cash”) and (iii) a calculation of the actual Indebtedness of the Company Group as of immediately prior to the Closing (“Actual Indebtedness”) and after giving effect to the repayment of all Repaid Indebtedness.