Common use of Preparation and Delivery of Post-Closing Statement Clause in Contracts

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 promptly as practicable, but in no event later than 90 60 calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Securityholder Seller 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 aggregate exercise price of Closing Cashall Company Options and Company Warrants, (ii) the amount of Closing Net Working Capital and the Net Working Capital Adjustment Amount resulting therefrom (if any)Cash, (iii) the amount of Closing IndebtednessNet Working Capital, and (iv) the amount of Closing Indebtedness, (v) the amount of Unpaid Transaction ExpensesExpenses and (vi) the Aggregate Exercise Loans Amount, together with a calculation of the Merger Consideration and Per Share Merger Consideration based on the foregoing amounts as well as reasonably detailed supporting documentation and the Post-Closing Capitalization Table for such calculation and any additional information reasonably requested by the Securityholder Representativecalculation. The Post-Closing Statement shall be prepared in accordance with GAAP using the Accounting Principles. 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 Financial Statements, including as described in the penultimate sentence of Section 1.9(b), except as set forth on Annex C. In the event that Parent does not deliver the Post-Closing Statement to the Securityholder Seller Representative within 90 60 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 shall be final and binding on the parties hereto and not subject to appeal. The Post-Closing Statement shall include, as an exhibit, a capitalization table (the “Post-Closing Capitalization Table”) setting forth the name of each Securityholder, the number(s) and type(s) of shares of Company Capital Stock, including the shares of Company Capital Stock issuable upon the exercise of Company Warrants and Company Options, held by each such Securityholder and the Final Per Share Merger Consideration, Warrant Consideration or Option Consideration to which each such Securityholder is entitled.

Preparation and Delivery of Post-Closing Statement. As promptly as practicable, but in no event later than 90 sixty (60) calendar days after the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to the Securityholder Escrow Representative a certificate (the “Post-Closing Statement”), executed by an executive a responsible officer of Parent, setting forth in reasonable detail Parent’s good faith calculation of (iA) the amounts of the Company Third-Party Expenses, Company Transaction Expenses and Parent Transaction Expenses, (B) the amount of the Unpaid Pre-Closing CashTaxes, (iiC) the amount of the Closing Indebtedness, (D) the Adjusted Net Working Capital and the Net Working Capital Equity Adjustment Amount resulting therefrom and (if any), (iiiE) the amount of Closing Indebtednessany Excess Company Bridge Amount, and (iv) the amount of Unpaid Transaction Expenses, together with a calculation of the Merger Consideration based on the foregoing amounts as well as accompanied by reasonably detailed supporting back-up documentation for such calculation and any additional information reasonably requested by the Securityholder Escrow Representative. The Post-Closing Statement shall be prepared ; provided, however, in accordance with the Accounting Principles. In the event that Parent does not deliver the Post-Closing Statement to the Securityholder Escrow Representative within 90 calendar days after such 60-day period the Closing Date, calculation of such amounts as set forth in 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. The Post-Closing Statement shall be prepared in a manner consistent with the Closing Statement. Following the Closing, Parent shall provide the Escrow Representative and its representatives reasonable access at reasonable times and upon reasonable notice to the records, properties, personnel and (subject to the execution of customary work paper access letters if requested) auditors of the Company relating to the preparation of the Post-Closing Statement and shall cause the personnel of the Company to reasonably cooperate with the Escrow Representative in connection with its review of the Post-Closing Statement.