Preparation of the Closing Balance Sheet. Following the Closing, the Closing Consideration will be finally determined pursuant to this Section 2.10, Section 2.11 and Section 2.12. As soon as practicable, but within 90 days after the Closing Date (the “Review Period”), Purchaser will prepare and deliver to the Representative a statement (the “Closing Statement”) setting forth Purchaser’s calculation of the Cash, Working Capital, Indebtedness and Closing Transaction Expenses, and the calculation of the Closing Consideration based thereon, as determined from a balance sheet of the Company prepared as of the Measurement Time (the “Closing Balance Sheet”) and delivered with reasonable supporting detail regarding the calculation of each component of the Closing Consideration. During the Review Period and the Dispute Period (as defined below), the Representative and its advisors will have reasonable access (during normal business hours and upon reasonable notice) to the relevant books and records of the Company and the accounting personnel of Purchaser and related work papers to the extent that they relate to the Closing Statement, and such historical financial information (to the extent in Purchaser’s possession) related to the Closing Statement as the Representative may reasonably request for the purpose of reviewing the Closing Statement and to have a basis to prepare, to the extent the Representative may deem appropriate, a Dispute Notice (defined below), provided, that such access will be in a manner that does not unreasonably interfere with the normal business operations of Purchaser. The Closing Balance Sheet will be prepared by Purchaser as of the Measurement Time in accordance with FRS 102. Notwithstanding any changes to the foregoing items under this Section 2.10, the Closing Balance Sheet will be deemed issued as of the Measurement Time.
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Preparation of the Closing Balance Sheet. Following the Closing, the Closing Consideration will be finally determined pursuant to this Section 2.10, Section 2.11 and Section 2.12. As soon as practicable, but within 90 days after the Closing Date (the “"Review Period”"), Purchaser will prepare and deliver to the Sellers' Representative a statement (the “"Closing 143905334.14 Statement”") setting forth Purchaser’s 's calculation of the Cash, Working Capital, Indebtedness and Closing Transaction Expenses, and the calculation of the Closing Consideration Purchase Price based thereon, as determined from a consolidated balance sheet of the Company prepared as of the Measurement Time (the “"Closing Balance Sheet”") and delivered with reasonable supporting detail regarding the calculation of each component of the Closing ConsiderationPurchase Price. During the Review Period and the Dispute Period (as defined below)Period, the Sellers' Representative and its advisors will have reasonable full access (during normal business hours and upon reasonable notice) to the relevant books and records of the Company and the accounting personnel of Purchaser and related work papers to the extent that they relate to the Closing Statement, and such historical financial information (to the extent in Purchaser’s 's possession) related to the Closing Statement as the Sellers' Representative may reasonably request for the purpose of reviewing the Closing Statement and to have a basis to prepare, to the extent the Sellers' Representative may deem appropriate, a Dispute Notice (defined below), provided, that such access will be in a manner that does not unreasonably interfere with the normal business operations of Purchaser. The Closing Balance Sheet will be prepared by Purchaser as of the Measurement Time in accordance with FRS 102the Accounting Principles and, in the case of Working Capital, the Sample Working Capital Calculation. The Closing Statement and the Closing Balance Sheet (a) will not include any changes in assets or liabilities as a result of purchase or other accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated by this Agreement, (b) will be based on facts and circumstances as they exist as of the Measurement Time and will exclude the effect of any act, decision or event occurring on or after the Closing and (c) will not include, directly or indirectly, any additional reserve or accrual that is not reflected on the Sample Working Capital Calculation. The Parties agree that the purpose of preparing the Closing Balance Sheet and determining Cash, Working Capital, Indebtedness, Transaction Expenses and the final Purchase Price under this Section 2.5 is to adjust for inaccuracies in the estimates in the amounts of Cash, Working Capital, Indebtedness and Transaction Expenses 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 to prepare the Closing Balance Sheet or determine the amounts of Cash, Working Capital, Indebtedness or Transaction Expenses or the final Purchase Price. Notwithstanding any changes to the foregoing items under this Section 2.102.5, the Closing Balance Sheet will be deemed issued as of the Measurement Time.
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