Preparation and Delivery of Post-Closing Statement Sample Clauses

Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than 90 calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Securityholder Representative a certificate (the “Post-Closing Statement”), executed by an executive officer of Parent, setting forth Parent’s good faith calculation of (i) the amount of Closing Cash, (ii) the amount of Closing Net Working Capital and the Net Working Capital Adjustment Amount resulting therefrom (if any), (iii) the amount of Closing Indebtedness, and (iv) the amount of Unpaid Transaction Expenses, together with a calculation of the Merger Consideration based on the foregoing amounts as well as reasonably detailed supporting documentation for such calculation and any additional information reasonably requested by the Securityholder Representative. The Post-Closing Statement shall be prepared in accordance with the Accounting Principles. In the event that Parent does not deliver the Post-Closing Statement to the Securityholder Representative within 90 calendar days after the Closing Date, the Securityholder Representative shall have the right, at its election, to send a written notice to Parent to deliver the Post-Closing Statement within ten (10) days of receipt of the Stockholders’ Agent’s written notice. If Parent does not deliver the Post-Closing Statement within such ten (10) day period, each item on the Pre-Closing Statement shall be deemed undisputed and the Pre-Closing Statement will be final and binding on the parties hereto and not subject to appeal.

Preparation and Delivery of Post-Closing Statement. As soon as reasonably practicable following the Closing, but in no event later than forty-five (45) calendar days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Securityholder Representative a certificate (the “Post-Closing Statement”), setting forth Buyer’s good faith calculation of each component of the Total Closing Consideration Adjustment Amount as of the Closing (including an itemized list of each asset and liability reflected in the Closing Net Working Capital), together with a calculation of what Total Closing Consideration would have been at the Closing had such amount been calculated based on the foregoing amounts. The Post-Closing Statement shall be prepared using the Accounting Principles. Any component of the Pre-Closing Statement that is not expressly disputed in the Post-Closing Statement shall be final and binding on the parties hereto and not subject to appeal pursuant to this Section 1.4.

Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than ninety (90) calendar days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to Lender a statement (the “Post-Closing Statement”), setting forth Buyer’s good faith calculation of each component of the Aggregate Deduction Amount as of the Closing, together with a calculation of what the Lender Cash Repayment Amount would have been at the Closing had such amount been calculated based on the foregoing amounts, as well as reasonably detailed supporting documentation for such calculation and any additional information reasonably requested by Lender in connection with review of the Post-Closing Statement. In the event that Buyer does not deliver the Post-Closing Statement to Lender within ninety (90) calendar days after the Closing Date, each item on the Pre-Closing Statement shall be deemed undisputed and the Pre-Closing Statement shall be final and binding on the Parties and not subject to appeal.

Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than one hundred twenty (120) calendar days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to Seller a certificate (the “Post-Closing Statement”) setting forth Buyer’s determination of the amount of Closing Net Working Capital (including calculations of the Customer Funds and Customer Funds Obligations as of the Closing Date) and the amount by which the Closing Net Working Capital exceeds or is less than the Net Working Capital Target, together with a calculation of the Purchase Price based on the foregoing amounts. For the avoidance of doubt, the calculation of Closing Net Working Capital (x) shall be calculated in accordance with GAAP applied consistently with respect to the same accounting policies, practices and procedures used to prepare the Financial Statements (except to the extent GAAP requires a different policy, practice or procedure than that used to prepare the Financial Statements, then GAAP shall control). In the event that Buyer does not deliver the Post-Closing Statement to Seller within one hundred twenty (120) calendar days after the Closing Date, each item on the Pre-Closing Statement shall be deemed undisputed and the Pre-Closing Statement shall be final and binding on the parties.

Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than thirty (60) calendar days after the Closing Date, Purchaser Parent shall prepare and deliver, or cause to be prepared and delivered, to Seller Parent a certificate (the “Post-Closing Statement”), executed by an executive officer of Purchaser Parent, setting forth Purchaser Parent’s good faith calculation of (i) the Closing Cash Amount, (ii) the Closing Net Working Capital Amount, and (iii) the Closing Indebtedness Amount, together with a reasonably detailed calculation of the Cash Consideration based on the foregoing amounts as well as reasonably detailed supporting documentation for such calculation and any additional information reasonably requested by Seller Parent. The Post-Closing Statement shall be prepared in accordance with the Accounting Principles.

Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than sixty (60) calendar days after the Closing Date, Purchaser Parent shall prepare and deliver, or cause to be prepared and delivered, to Seller Parent a certificate (the “Post Closing Statement”), executed by an executive officer of Purchaser Parent, setting forth Purchaser Parent’s good faith calculation of (i) the Closing Cash Amount, (ii) the Closing Net Working Capital Amount, and (iii) the Closing Indebtedness Amount, together with a reasonably detailed calculation of the Cash Consideration based on the foregoing amounts as well as reasonably detailed supporting documentation for such calculation and any additional information reasonably requested by Seller Parent. The Post Closing Statement shall be prepared in accordance with the Accounting Principles. Section 1.6 Section 1.4(f)(ii) and Section 1.4(f)(iii) of the Purchase Agreement are hereby amended and restated in their entirety to read as follows:

Preparation and Delivery of Post-Closing Statement. As soon as reasonably practicable following the Closing, but in no event later than sixty (60) calendar days after the Closing Date, Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Securityholder Representative a certificate (the “Post-Closing Statement”), setting forth Buyer’s good faith calculation of each component of the Total Closing Consideration Adjustment Amount (including an itemized list of each asset and liability reflected in the Closing Net Working Capital), together with a calculation of what Total Closing Consideration would have been had such amount been calculated based on the foregoing amounts. The Post-Closing Statement shall be prepared using the Accounting Principles.

Preparation and Delivery of Post-Closing Statement. No later than sixty (60) calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Seller Representative a statement (tlie"Post-Closing Statement"), setting forth Parent's good faith calculation of (i) the aggregate exercise price of all In the Money Company Options, (ii) the amount of Closing Cash, (iii) the amount of Closing Net Working Capital, (iv) the amount of Closing Indebtedness, (v) the amount of Unpaid Transaction Expenses, and (vi) the Aggregate Securityholder Note Amount, togetherwith a calculation of the Merger Consideration based on the foregoing amounts as well as reasonably detailed supporting documentationfor such calculation and any additional information reasonably requested by the Seller Representative. The Post-Closing Statement shall be prepared in accordance with GAAP as applied, to the extent in accordance with GAAP, in a manner consistent with the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments,inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of the Audited Financial Statements, including as described in the final sentence of Section 1.9(b) (Preparation and Delivery of Pre-Closing Statement) (the "Accounting Principles"). A sample calculation of Closing Net Working Capital using the Accounting Principles is set forth on ▇▇▇▇▇ ▇.

Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than ninety (90) calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Holder Representative a certificate (the “Post-Closing Statement”), setting forth in reasonable detail Parent’s good faith calculation of the amount of Working Capital at Closing, accompanied by reasonably detailed back-up documentation for such calculation and any additional information reasonably requested by the Holder Representative. The Post-Closing Statement shall be prepared using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of the Current Balance Sheet.