Final Adjustment Amount. (a) As promptly as practicable after the Closing Date (but in no event later than one hundred twenty (120) days after the Closing Date), Parent shall cause the Company to prepare and deliver to the Representatives a consolidated balance sheet of the Company and the Company Subsidiaries prepared as of 11:59 p.m. on the date immediately prior to the Closing Date (except as otherwise contemplated by this Agreement) (the “Final Balance Sheet”), and a statement (the “Final Closing Statement”) which shall set forth the following amounts (as of the Effective Time): (i) the amount of Cash (“Closing Cash”), (ii) the amount of unpaid Debt (“Closing Debt”), (iii) the major components of Working Capital to enable the Representatives (on behalf of the Company Member Interest Holders) to calculate Working Capital and the amount of Working Capital Surplus or Working Capital Deficiency as of such time and date
Appears in 2 contracts
Sources: Merger Agreement, Merger Agreement (Western Gas Partners LP)