Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (i) At least three (3) Business Days before the Closing, the Company shall prepare and deliver to Parent (x) a statement (“Estimated Closing Adjustment Statement”) setting forth its good faith estimate of the Valuation Adjustment Basis as of the Closing (the “Estimated Valuation Adjustment Basis”), which statement shall contain a certificate of the a duly authorized officer of Beijing Camelot that the Estimated Closing Adjustment Statement was prepared in accordance with the Applicable Accounting Standard, applied on a consistent basis throughout the periods indicated that was used in the preparation of the Financial Statements for the most recent fiscal year as if such Estimated Closing Adjustment Statement was being prepared as of a fiscal year end; and (y) a schedule (the “Merger Consideration Schedule”) in the form as Schedule A hereto, setting forth the Company’s (A) good faith calculation of the Adjusted Merger Consideration, the Aggregate Closing Merger Consideration and the Aggregate Second-Tranche Merger Consideration, (B) the allocation of the Aggregate Closing Merger Consideration among the Shareholders, (C) the allocation of the Aggregate Second-Tranche Merger Consideration among the Shareholders, and (D) the Withheld Amount of each Non-Founder Shareholder. (ii) The “Estimated Closing Adjustment” shall be the absolute value of the amount obtained in accordance with the formula below, provided that such amount must be negative and any such amount that is otherwise positive shall be deemed to be zero: (1) the Estimated Valuation Adjustment Basis; minus (2) the US$ equivalent of RMB880 million.

Closing Adjustment. (i) The amount payable to Sellers hereunder at the Closing and the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital; (B) a decrease by the outstanding Indebtedness paid by ▇▇▇▇▇ as provided in Section 2.03(a)(ii)(A) above, if any; and (C) a decrease by the amount of outstanding Transaction Expenses as provided in Section 2.03(a)(ii)(B) above, if any. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” (ii) At least three (3) Business Days before the Closing, the Company Sellers shall prepare and deliver to Parent (x) Buyer a statement (the “Estimated Closing Adjustment Statement”) setting forth its their good faith estimate of Closing Working Capital (the Valuation Adjustment Basis “Estimated Closing Working Capital”), Indebtedness (the “Estimated Indebtedness”) and Transaction Expenses (the “Estimated Transaction Expenses”), which Estimated Closing Statement (A) shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the “Estimated Valuation Adjustment Basis”), which statement shall contain a certificate transactions contemplated herein) and the calculation of the a duly authorized officer of Beijing Camelot that the such Estimated Closing Adjustment Statement was Working Capital, and (B) shall be prepared in accordance with using the Applicable Accounting Standardsame accounting methods, applied on a consistent basis throughout the periods indicated that was practices, principles, policies and procedures as used in the preparation of the Annual Financial Statements for the most recent fiscal year as if such Estimated Closing Adjustment Statement was being prepared as of a fiscal year end; and (y) a schedule (the “Merger Consideration Schedule”) in the form as Schedule A hereto, setting forth the Company’s (A) good faith calculation of the Adjusted Merger Consideration, the Aggregate Closing Merger Consideration and the Aggregate Second-Tranche Merger Consideration, (B) the allocation of the Aggregate Closing Merger Consideration among the Shareholders, (C) the allocation of the Aggregate Second-Tranche Merger Consideration among the Shareholders, and (D) the Withheld Amount of each Non-Founder ShareholderStatements. (ii) The “Estimated Closing Adjustment” shall be the absolute value of the amount obtained in accordance with the formula below, provided that such amount must be negative and any such amount that is otherwise positive shall be deemed to be zero: (1) the Estimated Valuation Adjustment Basis; minus (2) the US$ equivalent of RMB880 million.

Closing Adjustment. (i) At least three (3) Business Days As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the date that is three Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent (x) a statement (the “Estimated Closing Adjustment Statement”) setting forth its forth: (i) the Company’s good faith estimate of the Valuation Adjustment Basis Working Capital of the Target Companies as of 12:01 a.m. Mountain Time on the Closing Date (such estimate, the “Estimated Valuation Adjustment BasisClosing Working Capital Amount”), which statement shall contain a certificate of the a duly authorized officer of Beijing Camelot that the Estimated Closing Adjustment Statement was prepared in accordance with GAAP and presented in a manner consistent with the Applicable Accounting Standard, applied on a consistent basis throughout the periods indicated that was used in the preparation of the Financial Statements for the most recent fiscal year as if such Estimated Closing Adjustment Statement was being prepared as of a fiscal year end; and (y) a schedule (the “Merger Consideration Schedule”) in the form pro forma example attached hereto as Schedule A hereto, setting forth 2.05(b); (ii) the Company’s (A) good faith calculation of the Adjusted Merger ConsiderationClosing Indebtedness (such estimate, the Aggregate “Estimated Closing Indebtedness Amount”); (iii) the Company’s good faith calculation of the Closing Cash Amount (such estimate, the “Estimated Closing Cash Amount”); (iv) the Company’s good faith calculation of the unpaid Company Transaction Expenses (such estimate, the “Estimated Closing Company Transaction Expenses Amount”); (v) the amount of the aggregate Change of Control Payments to be paid pursuant to Section 3.02(a)(iii); (vi) the Allocation Schedule; and (vii) bank wire instructions for, and the aggregate amount due to, each Person entitled to any payment at Closing pursuant to Section 3.02(a), in each case, which will be accompanied by reasonably detailed supporting calculations and documentation. All such estimates shall be subject to Parent’s approval, which shall not be unreasonably withheld, conditioned or delayed and shall control solely for purposes of calculating the Estimated Adjusted Merger Consideration and the Aggregate Second-Tranche Estimated Net Adjusted Merger ConsiderationConsideration and shall not limit or otherwise affect Parent’s remedies under this Agreement or otherwise, (B) the allocation or constitute an acknowledgement by Parent of the Aggregate Closing Merger Consideration among the Shareholders, (C) the allocation accuracy of the Aggregate Second-Tranche Merger Consideration among the Shareholders, and (D) the Withheld Amount of each Non-Founder Shareholderamounts reflected therein. (ii) The “Estimated Closing Adjustment” shall be the absolute value of the amount obtained in accordance with the formula below, provided that such amount must be negative and any such amount that is otherwise positive shall be deemed to be zero: (1) the Estimated Valuation Adjustment Basis; minus (2) the US$ equivalent of RMB880 million.

Closing Adjustment. (ia) At least three (3) Business Days before prior to the ClosingClosing Date, the Company Seller shall prepare and deliver to Parent (x) Purchaser a statement (the “Estimated Closing Adjustment Statement”) setting forth its an estimated balance sheet of Company as of the Closing Date and including a good faith estimate (which estimate includes the following on both an aggregate basis of the Valuation Adjustment Basis as Company and, if applicable, on an individual basis of Company) of the: (i) Closing Indebtedness (the “Estimated Indebtedness”); (ii) Working Capital at Closing (the “Estimated Valuation Adjustment BasisWorking Capital”), which statement shall contain a certificate of ; (iii) the a duly authorized officer of Beijing Camelot that Estimated Working Capital Adjustment (as determined in accordance with Section 2.7(b)); and (iv) the Estimated Closing Adjustment Consideration resulting from the foregoing. The Estimated Closing Statement was shall be prepared in accordance with the Applicable Accounting Standard, applied on a consistent basis throughout the periods indicated that was used terms set forth in the preparation Working Capital Principles. Except as otherwise provided in this Section 2.7 or in the definition of Working Capital Principles, Indebtedness or Closing Cash, the Estimated Closing Statement shall be prepared in accordance with GAAP. The worksheets and data used by the Seller to prepare the Estimated Closing Statement shall be delivered to the Purchaser concurrent with the delivery of the Financial Statements for the most recent fiscal year as if such Estimated Closing Adjustment Statement was being prepared as of a fiscal year end; and (y) a schedule (the “Merger Consideration Schedule”) in the form as Schedule A hereto, setting forth the Company’s (A) good faith calculation of the Adjusted Merger Consideration, the Aggregate Closing Merger Consideration and the Aggregate Second-Tranche Merger Consideration, (B) the allocation of the Aggregate Closing Merger Consideration among the Shareholders, (C) the allocation of the Aggregate Second-Tranche Merger Consideration among the Shareholders, and (D) the Withheld Amount of each Non-Founder ShareholderStatement. (b) If, as set forth in the Estimated Closing Statement, the Estimated Working Capital (i) exceeds the Target Working Capital, then the Estimated Closing Consideration shall be increased, dollar-for-dollar, in an amount equal to such excess, or (ii) The is less than the Target Working Capital, then the Estimated Closing Consideration will be decreased, dollar-for-dollar, in an amount equal to such shortfall (in either case, such adjustment being the “Estimated Closing Working Capital Adjustment” shall be the absolute value of the amount obtained ”) referred to in accordance with the formula below, provided that such amount must be negative and any such amount that is otherwise positive shall be deemed to be zero: (1) the Estimated Valuation Adjustment Basis; minus (2) the US$ equivalent of RMB880 millionSection 2.6.

Closing Adjustment. (ia) At least three Not less than five (35) Business Days before prior to the Closinganticipated Closing Date, the Company Seller shall prepare and deliver to Parent (x) provide Purchaser with a statement (the “Estimated Closing Adjustment StatementNotice”) setting forth its (i) Seller’s good faith estimate (in each case, with reasonable supporting detail and without duplication) of the Valuation Adjustment Basis as amounts of the (A) Closing Working Capital (the “Estimated Valuation Adjustment BasisWorking Capital”), which statement shall contain a certificate (B) Closing Cash (the “Estimated Cash”); (C) Closing Indebtedness (the “Estimated Indebtedness”), including Seller’s good faith calculation of the a duly authorized officer Unfunded International Pension Liability Amount, (D) Transaction Expenses (the “Estimated Transaction Expenses”), (E) Estimated Adjustment Amount and (F) Excess Cash Amount (the “Estimated Excess Cash Amount”), (ii) Seller’s calculation of Beijing Camelot that the Estimated Purchase Price after giving effect to the Estimated Adjustment Amount and (iii) the account or accounts to which Purchaser shall deliver in cash the Estimated Purchase Price pursuant to Section 2.9. (b) Each of the estimated amounts set forth in the Closing Adjustment Statement was Notice shall be calculated and prepared in accordance with the Applicable Accounting Standard, applied on a consistent basis throughout the periods indicated that was used principles and policies described in the preparation of the Financial Statements for the most recent fiscal year as if such Estimated Closing Adjustment Statement was being prepared as of a fiscal year end; and (y) a schedule (the “Merger Consideration Schedule”) in the form as Schedule A hereto, setting forth the Company’s (A) good faith calculation of the Adjusted Merger Consideration, the Aggregate Closing Merger Consideration and the Aggregate Second-Tranche Merger Consideration, (B) the allocation of the Aggregate Closing Merger Consideration among the Shareholders, (C) the allocation of the Aggregate Second-Tranche Merger Consideration among the Shareholders, and (D) the Withheld Amount of each Non-Founder ShareholderAccounting Principles. (iic) The “Estimated Without limiting Purchaser’s rights under Section 2.13, Seller shall consider in good faith any reasonable comments by Purchaser with respect to the amounts set forth on the Closing Adjustment” Notice; however, Seller shall not be required to adjust the absolute value Closing Notice or any amounts set forth therein in response to Purchaser’s comments and any decision by Seller not to reflect any such comments in the Closing Notice shall not in any event delay or prevent the consummation of the amount obtained in accordance with the formula below, provided that such amount must be negative and any such amount that is otherwise positive shall be deemed to be zero: (1) the Estimated Valuation Adjustment Basis; minus (2) the US$ equivalent of RMB880 millionClosing.