Common use of Determination of Post-Closing Adjustment Clause in Contracts

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