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

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. Within sixty No later than ninety (6090) days following the Closing DateClosing, Acquirer Buyer shall deliver to the Stockholders’ Agent Seller a written statement certified by an executive officer of Buyer (the “Closing Statement”) setting forth the calculation of the actual Working Capital as of the close of business on the day prior to the Closing Date (“Actual Working Capital”), a calculation of the actual Cash of the Company as of the close of business on the day prior to the Closing Date (“Actual Cash”), a calculation of the actual Excess Cash Amount Indebtedness of the Company as of immediately prior to the Closing (the “Actual Excess Cash AmountIndebtedness”), a calculation of the actual Company Transaction Expenses as of the Company and its Subsidiary Closing (“Actual Company Transaction Expenses”). The Actual Working Capital, Actual Cash, Actual Indebtedness and a calculation of Actual Transaction Expenses set forth in the actual Company Indebtedness of the Company and its Subsidiary Closing Statement (“Actual Company Indebtedness”), i) will be prepared in each case, calculated consistent accordance with the definitions thereof set forth herein (and, in 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 case of Actual Working Capital, Actual Cash and Actual Excess Cash AmountIndebtedness, Actual Company Transaction Expenses or Actual Company Indebtedness consistently with the Accounting Policies and (y) the Stockholders’ Agent does not require delivery thereof pursuant to clause Principles, and (ii) abovewill disregard any and all effects on the assets and Liabilities of the Company as a result of the transactions contemplated by this Agreement (including any financing arrangements entered into by Buyer or any of its Affiliates in connection therewith or any purchase accounting or other similar adjustments). If the Closing Statement is not delivered within ninety (90) days following the Closing, then the calculation of Estimated Working Capital determined pursuant to Section 1.17(a) shall Cash, the Estimated Indebtedness and the Estimated Transaction Expenses will be deemed 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” , Final Indebtedness, and the “Final Excess Cash Amount,” Transaction Expenses, 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 respectsabsent manifest error.