Common use of Preparation of the Closing Balance Sheet Clause in Contracts

Preparation of the Closing Balance Sheet. The amount of Working Capital, Indebtedness, and Transaction Expenses included in the calculation of the Purchase Price will be determined from a balance sheet of the Company as of immediately prior to the Closing (the “Closing Balance Sheet”). The Closing Balance Sheet will be prepared by Purchaser in accordance with GAAP. Purchaser shall deliver Purchaser’s calculation of the Purchase Price and the Closing Balance Sheet (collectively, the “Closing Statement”) to Seller on or before the date that is 60 days after the Closing Date. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Working Capital, Indebtedness, Transaction Expenses and the final Purchase Price pursuant to this Section 2.5 is to adjust for inaccuracies in the estimates of the amounts of Working Capital, Indebtedness, and Transaction Expenses set forth in the Pre-Closing Statement and to determine the final Purchase Price, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the Closing Balance Sheet or determining the amounts of Working Capital, Indebtedness, or Transaction Expenses or the final Purchase Price. Notwithstanding any changes to the foregoing items under this Section 2.5, the Closing Balance Sheet will be deemed issued immediately prior to the Closing for purposes of GAAP and for purposes of determining the impact of any subsequent events on the Closing Balance Sheet.