Common use of Procedure for Final Adjustment Clause in Contracts

Procedure for Final Adjustment. No later than 90 days after the Closing Date, Buyer shall prepare and deliver to Seller a statement (the “Buyer’s Post-Closing Statement”) setting forth Buyer’s proposed final determination of the Estimated Net Working Capital Adjustment, determined according to the methodology set forth on Schedule 2.4(b) of the Seller’s Disclosure Schedule (the “Final Net Working Capital Adjustment”). Buyer’s Post-Closing Statement shall be accompanied by the appropriate documentation setting forth Buyer’s determination and calculation of the Net Working Capital of the Company as of the close of business on the Closing Date and the calculation of the Final Net Working Capital Adjustment and supporting schedules setting forth in reasonable detail all assets and liabilities included therein for determination of the Final Net Working Capital Adjustment. The accounting principles and policies used in the preparation of Buyer’s Post-Closing Statement shall be consistent with the terms and conditions of this Agreement and GAAP. In the event that Seller disagrees with Buyer’s Post-Closing Statement, or any of the information set forth therein, as presented by Buyer, then Seller shall submit a written notice of the objections thereto to Buyer within 30 days after Seller’s receipt of Buyer’s Post-Closing Statement. If, within such 30 day period, Seller does not submit such a notice of objection, the Final Net Working Capital Adjustment, as set forth in Buyer’s Post-Closing Statement, shall be deemed accepted, but if Seller does timely object to the content of, or calculations contained in, Buyer’s Post-Closing Statement, such objections shall be resolved as provided in Section 2.4(b)(iv). The Final Net Working Capital Adjustment as so accepted, or finally determined, shall be applied as an adjustment to the Closing Cash Purchase Price.

Procedure for Final Adjustment. No later than 90 days after the Closing Date, or as soon as reasonably practicable thereafter, Buyer shall prepare and deliver to Seller Sellers’ Representative a statement (the “Buyer’s Post-Closing Statement”) setting forth Buyer’s proposed final determination of the Estimated Net Working Capital Adjustment, determined according to the methodology set forth on Schedule 2.4(b) of the Seller’s Disclosure Schedule (the “Final Net Working Capital Adjustment”). Buyer’s Post-Closing Statement shall be accompanied by the appropriate documentation setting forth Buyer’s determination and calculation of the Net Working Capital of the Company as of the close of business on the Closing Date and the calculation of the Final Net Working Capital Adjustment and supporting schedules setting forth in reasonable detail all assets and liabilities included therein for determination of the Final Net Working Capital Adjustment. The accounting principles and policies used in the preparation of Buyer’s Post-Closing Statement shall be consistent with the terms and conditions of this Agreement and GAAP. In the event that Seller Sellers’ Representative disagrees with Buyer’s Post-Closing Statement, or any of the information set forth therein, as presented by Buyer, then Seller Sellers’ Representative shall submit a written notice of the objections thereto to Buyer within 30 days after SellerSellers’ Representative’s receipt of Buyer’s Post-Closing Statement. If, within such 30 day period, Seller Sellers’ Representative does not submit such a notice of objection, the Final Net Working Capital Adjustment, as set forth in Buyer’s Post-Closing Statement, shall be deemed accepted, but if Seller does timely object to the content of, or calculations contained in, Buyer’s Post-Closing Statement, such objections shall be resolved as provided in Section 2.4(b)(iv2.3(d)(iv). The Final Net Working Capital Adjustment as so accepted, or finally determined, shall be applied as an adjustment to of the Closing Cash Purchase Price.