Post-Closing Adjustment. The AR/AP Statement and the Net Adjustment Amount shall be subject to a post-Closing true-up mechanism pursuant to the terms and provisions of Exhibit F.
Within 90 days after the Closing Date, Sinclair will prepare and deliver to Emmis a written statement (the “Preliminary Closing Statement”) setting forth Sinclair’s good-faith determination of # the amount of Net Working Capital, # the Final Consideration, and # the Excess Amount or the Shortfall Amount, as applicable, which statement will include materials that show, in reasonable detail, Sinclair’s support and computations for the amounts included in the Preliminary Closing Statement. The Preliminary Closing Statement will be binding upon the Parties and such Preliminary Closing Statement will be the “Final Closing Statement,” unless Emmis gives written notice of its disagreement to Sinclair in accordance with [Section 8.6(b)].
Prior to the Closing, Seller and Purchaser shall have agreed on an estimate of the Net Working Capital as of the Effective Time on the Closing Date (the “Preliminary Net Working Capital”), which Preliminary Net Working Capital is set forth as [Schedule 2.2(a)] hereto and reflects each of the components to be included in the Net Working Capital calculation as agreed to by the Parties. The Parties hereby acknowledge and agree that the Closing Consideration has been decreased by an amount equal to the Preliminary Net Working Capital.
Within 60 days after the Initial Closing Date, Crestwood shall prepare and deliver to CEGPS a statement (the Initial Closing Statement) setting forth its determination of Initial Closing Working Capital, Initial Closing Crestwood Pipeline East Working Capital, Initial Closing Indebtedness, Initial Closing Transaction Expenses, and Initial Closing Crestwood Pipeline East Indebtedness, which statement shall contain # an unaudited consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities) and an unaudited balance sheet of Crestwood Pipeline East, in each case as of the Initial Closing Date (assuming the contribution to Newco of the Contributed Entities but without giving effect to the Initial CEGPS Contribution or the Second CEGPS Contribution), # a calculation of Initial Closing Working Capital and Initial Closing Crestwood Pipeline East Working Capital, and an itemized list of Initial Closing Indebtedness, Initial Closing Transaction Expenses, and Initial Closing Crestwood Pipeline East Indebtedness, and # a certificate of the Chief Financial Officer of Crestwood that # Initial Closing Working Capital, Initial Closing Indebtedness, Initial Closing Transaction Expenses, Initial Closing Crestwood Pipeline East Working Capital and Initial Closing Crestwood Pipeline East Indebtedness were determined in accordance with the definitions thereof, respectively, and # the consolidated balance sheet of Newco and its Subsidiaries (including the Contributed Entities), based on the trial balances of Newco and the Contributed Entities, and the balance sheet of Crestwood Pipeline East, based on the trial balances of Crestwood Pipeline East, were prepared in accordance with GAAP.
Within 60 days after the Second Closing Date, Crestwood shall prepare and deliver to CEGPS a statement (the Second Closing Statement) setting forth its calculation of Crestwood Pipeline East Leakage, an itemized list of Second Closing Transaction Expenses, and a certificate of the Chief Financial Officer of Crestwood that Crestwood Pipeline East Leakage and Second Closing Transaction Expenses were determined in accordance with the definitions thereof, respectively.
Post-Closing Covenants. The obligation of the Lender Group (or any member thereof) to continue to make Revolving Loans (or otherwise extend credit hereunder) is subject to the fulfillment, on or before the date applicable thereto, of the post-closing covenants set forth on [Schedule 3.6] to this Agreement (the failure by Borrowers to so perform or cause to be performed such conditions subsequent as and when required by the terms thereof (unless such date is extended, in writing, by Agent, which Agent may do without obtaining the consent of the other members of the Lender Group), shall constitute an Event of Default).
Administrative ’s Office, Certain Addresses for Notices
(b) Existing Liens
Post-Closing Matters. Each Borrower will execute and deliver the documents and take such actions as are set forth on [Schedule 9.26] hereto, in each case, within the time limits specified on such schedule (or such longer period as Administrative Agent may, in its Permitted Discretion, agree).
Post-Closing Cooperation. Prior to, on and after the Closing Date, and until the earlier of # such time as the Allowed Amounts of all Assumed Trade Creditor Liabilities are finally determined or # the dismissal of the Chapter 11 Cases, Purchaser and Sellers, without further consideration, shall # provide reasonable access during normal business hours to the other Party to Books and Records to the extent reasonably necessary to facilitate the determination of the Allowed Amounts of all Assumed Trade Creditor Liabilities and # cooperate in a commercially reasonable manner in connection to facilitate the determination of the Allowed Amounts of Assumed Trade Creditor Liabilities, provided, that the obligations under this Section 9.12 shall not unreasonably interfere with the business operations of Purchaser or the Target Entities.
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