Common use of Final Purchase Price Adjustments Clause in Contracts

Final Purchase Price Adjustments. (i) As soon as practicable, but not later than sixty (60) days, after the Closing Date, Purchaser shall prepare and deliver to Seller a statement setting forth the Net Working Capital (determined in accordance with Section 1.03(b)(ii)), including in reasonable detail the basis for the computation thereof, as of the Effective Time (the “Closing Statement”). During such sixty (60) day period and any other periods of review, investigation or dispute provided for in this Section 1.03(b), Purchaser and Seller shall reasonably cooperate with each other in the preparation of the Closing Statement, the Protest Notice and the Final Closing Statement, comply with their obligations under the last sentence of Section 1.03(b)(iii), and, in the case of Purchaser, comply with its obligations under Section 4.09(b), and, during any period in which Purchaser or Seller, as applicable, is not so cooperating or complying with such obligations, the other party may elect to extend the sixty (60) day period or other period of review, investigation or dispute, as applicable, for an amount of time equal to such period of non-cooperation or non-compliance. (ii) For purposes of this Agreement, the term “Net Working Capital” means the difference between the current assets (other than income tax receivables) and current liabilities (other than (A) the current portion of outstanding Indebtedness (excluding the current portion of capitalized leases), including accrued interest, and (B) income tax payables) of the Company and its consolidated Subsidiaries determined in accordance with and calculated in the manner set forth on Annex D hereto. Notwithstanding anything herein to the contrary, Net Working Capital shall not include any cash and/or cash equivalents of the Company as of the Effective Time that is subsequently “swept” or otherwise removed by Seller or any of its Affiliates from the Company prior to the Closing.

Final Purchase Price Adjustments. (i) As soon as practicable, but not later than sixty (60) days, after the Closing Date, Purchaser shall prepare and deliver to Seller a statement setting forth the Net Working Capital (determined in accordance with Section 1.03(b)(ii)), including in reasonable detail the basis for the computation thereof, as of the Effective Time (the “Closing Statement”). During such sixty (60) day period and any other periods of review, investigation or dispute provided for in this Section 1.03(b), Purchaser and Seller shall reasonably cooperate with each other in the preparation of the Closing Statement, the Protest Notice and the Final Closing Statement, comply with their obligations under the last sentence of Section 1.03(b)(iii), and, in the case of Purchaser, comply with its obligations under Section 4.09(b), and, during any period in which Purchaser or Seller, as applicable, is not so cooperating or complying with such obligations, the other party may elect to extend the sixty (60) day period or other period of review, investigation or dispute, as applicable, for an amount of time equal to such period of non-cooperation or non-compliance. (ii) For purposes of this Agreement, the term “Net Working Capital” means the difference between the current assets (other than income tax receivables) and current liabilities (other than (A) the current portion of outstanding Indebtedness (excluding the current portion of capitalized leases), including accrued interest, and (B) income tax payables) of the Company and its consolidated Subsidiaries Subsidiaries, including MSC, determined in accordance with and calculated in the manner set forth on Annex D hereto. Notwithstanding anything herein to the contrary, Net Working Capital shall not include any cash and/or cash equivalents of the Company and/or MSC as of the Effective Time that is subsequently “swept” or otherwise removed by Seller or any of its Affiliates from the Company and/or MSC prior to the Closing.