Common use of Preparation of Closing Statement Clause in Contracts

Preparation of Closing Statement. Within ninety (90) days following the Closing Date, Parent shall prepare and deliver to Holders’ Representative a statement as of the Closing (the “Final Calculation”) setting forth its calculation of each of the following: (a) the Closing Net Working Capital; (b) the Company Transaction and Bonus Expenses; (c) the Company Debt; and (d) the resulting Final Merger Consideration. The Final Calculation shall be accompanied by such supporting documentation reasonably necessary to derive the numbers set forth therein. The Final Calculation shall be final, conclusive and binding upon the Parties unless Holders’ Representative delivers a written notice to Parent of any objection to the Final Calculation (the “Objection Notice”) within 30 (thirty) days (the “Objection Period”) after delivery of the Final Calculation. Any Objection Notice must set forth in reasonable detail (i) any item on the Final Calculation that Holders’ Representative believes has not been prepared in accordance with this Agreement and the correct amount of such item and (ii) Holders’ Representative’s alternative calculation of the Closing Net Working Capital, the Company Transaction and Bonus Expenses or Company Debt, as the case may be. Any Objection Notice must specify, with reasonable particularity, all facts that form the basis of such disagreements and all statements by Persons (who shall be identified by name) and documents relied upon by Holders’ Representative as forming the basis of such disagreement. If Holders’ Representative gives any such Objection Notice within the Objection Period, then Holders’ Representative and Parent shall attempt in good faith to resolve any dispute concerning the item(s) subject to such Objection Notice. If Holders’ Representative and Parent do not resolve the issues raised in the Objection Notice within 30 days of the date of delivery of such notice (the “Initial Resolution Period”), such dispute shall be resolved in accordance with the procedures set forth in Section 2.14.2. Any item or amount which has not been disputed in the Objection Notice shall be final, conclusive and binding on the Parties on the expiration of the Initial Resolution Period.

Preparation of Closing Statement. Within ninety one hundred twenty (90120) days following the Closing Date, Parent Buyer shall prepare and deliver to Holders’ Representative Seller a statement as of the Closing (the “Final Calculation”) setting forth its calculation of each of the following: (ai) the Closing Cash; (ii) the Closing Net Working Capital; (biii) the Company Transaction and Bonus Expenses; (civ) the Company Debt; and (dv) the resulting Final Merger ConsiderationPurchase Price. The Final Calculation shall be accompanied by such supporting documentation reasonably necessary to derive the numbers set forth therein. The Final Calculation shall be final, conclusive and binding upon the Parties unless Holders’ Representative Seller delivers a written notice to Parent Buyer of any objection to the Final Calculation (the “Objection Notice”) within 30 thirty (thirty30) days (the “Objection Period”) after delivery of the Final Calculation. Any Objection Notice must set forth in reasonable detail (ix) any item on the Final Calculation that Holders’ Representative Seller believes has not been prepared in accordance with this Agreement and the correct amount of such item and (iiy) Holders’ RepresentativeSeller’s alternative calculation of the Closing Cash, the Closing Net Working Capital, the Company Transaction and Bonus Expenses or Company Debt, as the case may be. Any Objection Notice must specify, with reasonable particularity, all facts that form the basis of such disagreements and all statements by Persons (who shall be identified by name) and documents relied upon by Holders’ Representative Seller as forming the basis of such disagreement. If Holders’ Representative Seller gives any such Objection Notice within the Objection Period, then Holders’ Representative Seller and Parent Buyer shall attempt in good faith to resolve any dispute concerning the item(s) subject to such Objection Notice. If Holders’ Representative Seller and Parent Buyer do not resolve the issues raised in the Objection Notice within 30 thirty (30) days of the date of delivery of such notice (the “Initial Resolution Period”), such dispute shall be resolved in accordance with the procedures set forth in Section 2.14.22.7(b). Any item or amount which has not been disputed in the Objection Notice shall be final, conclusive and binding on the Parties on the expiration of the Initial Resolution Period.

Preparation of Closing Statement. Within ninety (90) days following the Closing Date, Parent The Vendor shall prepare and deliver to Holders’ Representative a statement the Purchaser, as soon as reasonably practical after the Closing Time, and in any event not later than 75 days thereafter the Closing Statement. The Closing Statement shall be conclusive for the purposes of calculating the value of each of the Insurance Liabilities and the Assumed Payables and the fair market value of the Assets, each as of the Closing (the “Final Calculation”) setting forth its calculation of each of the following: (a) the Closing Net Working Capital; (b) the Company Transaction Time and Bonus Expenses; (c) the Company Debt; and (d) the resulting Final Merger Consideration. The Final Calculation shall be accompanied by such supporting documentation reasonably necessary to derive the numbers set forth therein. The Final Calculation shall be final, conclusive final and binding upon the Parties unless Holders’ Representative delivers before the 10th Business Day after the date on which the Closing Statement was delivered to the Purchaser, either of the Parties (the “Objecting Party”) gives to the other a written notice to Parent of any objection to the Final Calculation (the “Objection Notice”) within 30 (thirty) days (to any matter stated in the “Closing Statement. The Objection Period”) after delivery Notice shall set out the reasons for the Objecting Party’s objection as well as the amount under dispute and reasonable details of the Final Calculationcalculation of such amount. Any Objection Notice must set forth in reasonable detail (i) any item In the event that the Parties agree on the Final Calculation that Holders’ Representative believes has not been prepared in accordance with this Agreement and the correct amount of such item and (ii) Holders’ Representative’s alternative calculation resolution of the Closing Net Working Capital, the Company Transaction and Bonus Expenses or Company Debt, as the case may be. Any Objection Notice must specify, with reasonable particularity, all facts that form the basis of such disagreements and all statements by Persons (who shall be identified by name) and documents relied upon by Holders’ Representative as forming the basis of such disagreement. If Holders’ Representative gives any such Objection Notice within the Objection Period, then Holders’ Representative and Parent shall attempt in good faith to resolve any dispute concerning the item(s) subject to such Objection Notice. If Holders’ Representative and Parent do not resolve the issues raised set out in the Objection Notice Notice, the Parties shall confirm the resolution in writing and shall thereafter be bound by the resolution and any further monetary adjustment required thereby shall be made within 30 days 10 Business Days of the date of receiving the Objection Notice. In the event that the Parties are unable to settle any dispute with respect to the Closing Statement within 10 Business Days after the delivery by the Objecting Party to the other Party of such notice the Objection Notice, the dispute shall forthwith, and in any event within 30 Business Days after the delivery by the Objecting Party of the Objection Notice, be referred to a nationally recognized accounting firm (the “Initial Resolution PeriodReviewing Accountants”). The Reviewing Accountants shall finally settle the dispute between the Parties and no recourse may thereafter be had with regard to the referred dispute to any court or tribunal. In making a determination, such dispute the Reviewing Accountants shall act as experts and not as arbitrators. All costs of the Reviewing Accountants shall be resolved in accordance with borne equally by the procedures set forth in Section 2.14.2. Any item or amount which has not been disputed in Purchaser and the Objection Notice shall be final, conclusive and binding on the Parties on the expiration of the Initial Resolution PeriodVendor.