Common use of Closing Date Payment Clause in Contracts

Closing Date Payment. (a) On the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, pay to Seller (for its own account and as agent for any other Seller Party unless otherwise provided in any Local Asset Transfer Agreement) an amount equal to (i) $20,000,000, and (ii) plus or minus, as applicable, the difference between the Estimated Inventory (as defined in Section 3.2(b)) at the opening of business on the Closing Date (without giving effect to the Closing) and the Base Inventory. Such amount provided for in the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the Closing. (b) For purposes of this Agreement, “Estimated Inventory” shall be an amount based on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(c)) as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business in connection with Seller’s regular audited financial statements, as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for the calculation thereof, not less than five (5) Business Days prior to the Closing Date, it being agreed that at the time of the delivery of such certificate and continuing thereafter Seller shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of Seller. (c) Purchaser and Seller agree that to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any other Seller Party) such excess (the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any other Seller Party) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”), in each case pursuant to the terms of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business in connection with Seller’s regular audited financial statements.

Closing Date Payment. (a) On At the Closing Date, the Purchaser shall, or shall cause one of its Affiliates to, pay : (i) transfer to Seller the Escrow Agent the Escrow Amount (for the purposes of this Section, the Closing Date Payment Amount less the Escrow Amount being referred to as the “Net Closing Date Payment Amount”); (ii) pay (or cause the payment of, on its own account behalf), subject to Section 2.9, to the Sellers (either directly or through a paying agent) in accordance with the Consideration Allocation Certificate (as adjusted pursuant to any agreement between the Seller and as agent for any other Seller Party unless otherwise provided in any Local Asset Transfer Agreementthe Purchaser) by wire transfer of immediately available funds an amount equal to fifty percent (i50%) $20,000,000of the Net Closing Date Payment Amount (the “Cash Consideration”), and in the following proportions: - to IDInvest: nineteen point four percent (ii19.04%) plus or minus, as applicable, the difference between the Estimated Inventory (as defined in Section 3.2(b)) at the opening of business on the Closing Date (without giving effect to the Closing) and the Base Inventory. Such amount provided for in the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the Closing. (b) For purposes of this Agreement, “Estimated Inventory” shall be an amount based on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(c)) as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business in connection with Seller’s regular audited financial statements, as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for the calculation thereof, not less than five (5) Business Days prior to the Closing Date, it being agreed that at the time of the delivery of such certificate and continuing thereafter Seller shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of Seller. (c) Purchaser and Seller agree that to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any other Seller Party) such excess Payment Amount (the “Inventory Excess AmountIDInvest Cash Consideration”), and ; - to the extent that Individual Sellers: an amount equal to the Final Inventory is sum of the Cash Consideration less than the Estimated Inventory , Seller (on behalf of itself and as agent for any other Seller Party) shall pay to Purchaser such shortfall IDInvest Cash Consideration (the “Inventory Deficiency AmountIndividual Sellers Cash Consideration”); and (iii) deliver (or cause the payment of, on its behalf) to the Individual Sellers in accordance with the Consideration Allocation Certificate such number of validly issued, fully paid and nonassessable shares of common stock of the Combined Company (the “Combined Company Common Stock”), in each case without interest and subject to applicable Tax withholding, equal to: (A) fifty percent (50%) of the Net Closing Date Payment Amount; divided by (B) the PIPE PPS (the “Individual Sellers Stock Consideration”). (b) The allocation of the Purchase Price is made under the sole and exclusive responsibility of the Sellers and the Purchaser shall incur no liability whatsoever in respect thereto. (c) No fractional shares of the Combined Company Common Stock shall be issued upon the surrender for exchange of Certificates, and such fractional share interests will not entitle the owner thereof to vote or to any other rights of a stockholder of the Combined Company. Each holder of a fractional share interest shall be paid an amount in cash (without interest and subject to the amount of any withholding taxes pursuant to Section 2.9, equal to the terms of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as of product obtained by multiplying (i) such fractional share interest to which such holder (after taking into account all fractional share interests then held by such holder) would otherwise be entitled by (ii) the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business in connection with Seller’s regular audited financial statementsPIPE PPS.

Closing Date Payment. (a) On the Closing Date, Purchaser shall, or the Purchasers shall cause one of its Affiliates to, pay to Seller (for its own account and as agent for any other Seller Party unless otherwise provided in any Local Asset Transfer Agreement) the Sellers an amount (such amount, the “Net Purchase Price”) in cash equal to to: (i) $20,000,000, and the Applicable Purchase Price, (ii) plus or minus, as applicable, minus the difference between amount of the Estimated Inventory Net Company Debt; for the avoidance of doubt, if Net Company Debt is less than zero, then the Net Purchase Price is increased by the amount of cash, cash equivalents and short-term investments in excess of the Company Debt, and (as defined in Section 3.2(b)iii) at either (A) minus the opening positive excess, if any, of business on the Closing Date Target Working Capital over the Estimated Net Working Capital; or (without giving effect to B) plus the Closing) and positive excess, if any, of the Base Inventory. Such amount provided for in Estimated Net Working Capital over the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the ClosingTarget Working Capital. (b) For purposes of this AgreementAt Closing, the Purchasers shall pay the Net Purchase Price as follows: (i) $50,000,000 (the “Estimated Inventory” Indemnification Escrow Funds”) shall be an amount based on deposited by wire transfer of immediately available funds into the Indemnity Escrow Account and held pursuant to the terms of the Escrow Agreement to secure the Seller’s estimate of projected Final Inventory and the Sellers’ Parent’s obligations under Article IX; (as defined in Section 3.2(c)ii) as of if the opening of business on Purchasers waive the Closing Date prepared on a basis consistent with past accounting practice of the Business in connection with Seller’s regular audited financial statements, as estimated in good faith by Seller and condition set forth in a certificate delivered Section 8.1(d)(ii), then $15,000,000 (the “Supplemental Escrow Funds”) shall be deposited by Seller wire transfer of immediately available funds into the Supplemental Escrow Account and held pursuant to Purchaserthe terms of the Escrow Agreement; and (iii) the remaining portion of the Net Purchase Price shall be paid to the Sellers, together with reasonable supporting documentation for by wire transfer of immediately available funds into an account or accounts designated by the calculation thereof, not less than five (5) Sellers at least two Business Days prior to the Closing Date, it being agreed that at the time Date and allocated to each Seller proportionately based on its ownership of the delivery of such certificate and continuing thereafter Seller shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of SellerShares. (c) Purchaser and Seller agree that to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any other Seller Party) such excess (the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any other Seller Party) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”), in each case pursuant to the terms of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business in connection with Seller’s regular audited financial statements.

Closing Date Payment. (a) At least three (3) Business Days, but no more than seven (7) Business Days, prior to the Closing Date, Sellers Representative shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth a good faith estimate of the Net Working Capital as of immediately prior to the Closing, which shall be prepared in a manner consistent with the format set forth on Schedule 2.3(a) and the provisions thereof (the “Estimated Net Working Capital”), including the components and calculation thereof. On the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, pay to Seller (for its own account and as agent for any other Seller Party unless otherwise provided in any Local Asset Transfer Agreement) an amount equal to (i) $20,000,000issue to Sellers that number of shares of Purchaser Common Stock as determined above, the number of shares of Purchaser Common Stock to be received by each Seller to be specified in writing by Sellers Representative, and (ii) plus or minuspay an aggregate amount in cash, as applicablepayable by wire transfer of immediately available funds equal to the following (collectively, the difference between “Closing Cash Consideration”): (i) the Estimated Inventory Specified Indebtedness owed to the Specified Creditors (which amount shall not, in the aggregate, exceed an amount equal to the Cash Consideration Amount less the sum of the amounts payable under clauses (ii), (iii) and (iv) below), which amount shall be payable by the Purchaser to the Specified Creditors as defined in Section 3.2(b)) at the opening of business set forth on the Closing Date Specified Indebtedness Statement; (without giving effect ii) to the Closingextent not already paid by Sellers, fifty percent (50%) and the Base Inventory. Such amount provided for in the immediately preceding sentence R&W Policy Premium, which shall be payable in United States dollars accordance with the R&W Policy and this Agreement; (iii) the Retention Escrow Amount, which shall be payable by the Purchaser to the Retention Escrow Agent; (iv) the Indemnity Escrow Amount, which shall be payable by the Purchaser to the Indemnity Escrow Agent; and (v) an aggregate amount equal to (A) the Cash Consideration Amount less the amounts payable under clauses (i) through (iv) above, less (B) the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital, plus (C) the amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital, to be payable by Purchaser to the Sellers in immediately available federal funds the proportions and to such bank the account or accounts as shall be designated specified in writing by Seller no later than the second Business Day prior to the ClosingSellers Representative. (b) For purposes of this Agreement, “Estimated Inventory” shall be an amount based on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(c)) as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business in connection with Seller’s regular audited financial statements, as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for the calculation thereof, not Not less than five three (53) Business Days prior to the Closing Date, it being agreed that at the time of the delivery of such certificate Sellers Representative shall prepare and continuing thereafter Seller shall provide deliver to Purchaser a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of Seller. (c) Purchaser and Seller agree that to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any other Seller Party) such excess statement (the “Inventory Excess AmountSpecified Indebtedness Statement”) of all amounts required to discharge and pay in full the aggregate amount of outstanding Indebtedness of the Company as of the Closing Date (the “Specified Indebtedness”), and which shall be payable by Purchaser in accordance with this Section 2.3, to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any other Seller Party) shall pay to Purchaser such shortfall applicable creditors (the “Inventory Deficiency AmountSpecified Creditors”), in each case pursuant to the terms ) of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory such Indebtedness as of the opening of business set forth on the Closing Date prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business in connection with Seller’s regular audited financial statementsSpecified Indebtedness Statement.

Closing Date Payment. (a) Attached hereto as Exhibit A is Seller’s good faith estimate of the Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”). (b) On the Closing Date, Purchaser shall, or shall cause one of its Affiliates to, pay to Seller (for its own account and as agent for any other Seller Party unless otherwise provided in any Local Asset Transfer Agreement) an amount equal to : (i) $20,000,000pay to Seller, and (ii) plus or minusan amount in cash, as applicable, the difference between the Estimated Inventory (as defined in Section 3.2(b)) at the opening payable by wire transfer of business on the Closing Date (without giving effect immediately available funds to the Closingaccount(s) and the Base Inventory. Such amount provided for in the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated specified in writing by Seller, which shall be equal to the following (collectively, the “Closing Cash Consideration”): (A) One Hundred Twenty Three Million Two Hundred Fifty Thousand Dollars ($123,250,000); minus (B) the amount, if any, owed by Seller no later to Purchaser as Purchaser’s Severance Reimbursement Amount (to the extent known at Closing); minus (C) the amount, if any, by which the Estimated Net Working Capital is less than the second Business Day prior to the Closing.Target Net Working Capital; plus (bD) For purposes of this Agreementthe amount, if any, by which the Estimated Net Working Capital is greater than the Target Net Working Capital; minus (E) the amount set forth on Schedule 1.3(b)(i)(E) (the “Estimated Inventory” shall be an Debt”), representing the amount based required to fully pay off, release, and satisfy all Liens (other than those Liens described on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(cSchedule 1.3(b)(i)(E)) encumbering any of the Purchased Shares or any of the assets of the Company or its Subsidiaries as of the opening Effective Time); minus (F) the amount of business Indebtedness for Capitalized Leases not constituting Debt set forth on Schedule 1.3(b)(i)(F), representing the Closing Date prepared on a basis consistent with past accounting practice GAAP amount of such Indebtedness as of the Business in connection with Seller’s regular audited financial statements, Effective Time (which shall remain outstanding as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for obligations of the calculation thereof, not less than five (5) Business Days prior to Company or its Subsidiaries after the Closing DateClosing), it being agreed that at the time amounts set forth on Schedule 1.3(b)(i)(F) shall be without duplication of the delivery of such certificate and continuing thereafter Seller shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of Seller.Debt amounts set forth on Schedule 1.3(b)(i)(E); minus (cG) Purchaser and Seller agree that to the extent that Holdback Amount; and (ii) pay the Final Inventory exceeds amount of all Debt from the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and Transaction Consideration as agent for any other Seller Party) such excess (provided in the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any other Seller Party) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”), in each case pursuant to the terms of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business in connection with Seller’s regular audited financial statementsPayoff Letters.

Closing Date Payment. At the Closing, Buyer shall satisfy the Base Purchase Price as follows: (a) On Buyer shall deliver the Closing DateEstimated Cash Balance less the Adjustment Escrow Amount, Purchaser shall, or via wire transfer of immediately available funds into the account(s) designated in writing by Parent; (b) Buyer shall cause one of its Affiliates to, pay to Seller (for its own account and as agent for any other Seller Party unless otherwise provided in any Local Asset Transfer Agreement) deposit an amount equal to ten million dollars (i$10,000,000) $20,000,000(the “Adjustment Escrow Amount”) via wire transfer of immediately available funds into an escrow account (the “Adjustment Escrow”) with Citibank, N.A. or such other financial institution as shall be satisfactory to Parent and Buyer (iithe “Escrow Agent”), to be held and disbursed by the Escrow Agent in accordance with the terms and conditions of this Agreement and an escrow agreement (the “Escrow Agreement”) plus or minuswith the Escrow Agent, as applicable, the difference between the Estimated Inventory (as defined in Section 3.2(b)) at the opening of business on the Closing Date (without giving effect such escrow agreement to be mutually acceptable to the ClosingParties. The fees and expenses of the Escrow Agent shall be borne and paid by Buyer; (c) and Buyer shall pay directly to the Base Inventory. Such amount provided for in obligees identified on Schedule 1.5 the immediately preceding sentence shall Cure Costs; (d) If determined to be payable in United States dollars accordance with Section 2.1(d), Buyer shall pay to Parent an amount in cash equal to the Prepetition Credit Agreement Penalty via wire transfer of immediately available federal funds to such bank account or accounts as shall be into the account(s) designated in writing by Seller no later than the second Business Day prior to the Closing.Parent; and (be) For purposes of this AgreementBuyer shall assume the Assumed Liabilities; provided, “Estimated Inventory” shall be an amount based on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(c)) as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business in connection with Seller’s regular audited financial statementshowever, as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for the calculation thereof, not less than five (5) Business Days prior to the Closing Date, it being agreed that at the time of the delivery of such certificate and continuing thereafter Seller shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of Seller. (c) Purchaser and Seller agree that to the extent that any such Assumed Liabilities are able to be satisfied at Closing, without preventing the Final Inventory exceeds transfer of the Estimated InventoryPurchased Assets or the assumption of the Assumed Liabilities, Purchaser Buyer shall pay to Seller (on behalf of itself and as agent for any other Seller Party) satisfy such excess (the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any other Seller Party) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”)Assumed Liabilities either at Closing or, in each case pursuant to Buyer’s sole discretion, in the terms ordinary course of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business in connection with Seller’s regular audited financial statementsbusiness.

Closing Date Payment. (a) The Company has prepared and delivered to Parent a good faith estimate of the Net Working Capital as of the day prior to the Effective Date (the “Estimated Net Working Capital”), which shall be certified by the Company as its good faith estimation of the Net Working Capital as of the day prior to the Effective Date. The Company shall have provided Parent access to all relevant documents and information reasonably requested by Parent in connection with its review of the Estimated Net Working Capital (including all components thereof). (b) On the Closing Date, Purchaser Wholesale Holdings shall deliver to Parent a fully-executed and completed stock power of each Stockholder, and upon surrender thereof to Parent, Parent shall, or shall cause one of its Affiliates to, pay to Seller (for its own account and as agent for any other Seller Party unless otherwise provided in any Local Asset Transfer Agreement) an amount equal to : (i) pay to the Representative, for the benefit of the Stockholders, an amount in cash, payable by wire transfer of immediately available funds to the account(s) specified in writing by the Representative, which shall be equal to the following (collectively, the “Closing Cash Consideration”): A. $20,000,00012,000,000; minus B. the amount, if any, by which the Estimated Net Working Capital is less than the Target Net Working Capital; plus C. the amount, if any, by which the Estimated Net Working Capital is more than the Target Net Working Capital; minus D. the sum of (x) the amount of the Company Transaction Expenses and (y) the Change of Control Payments, if any; minus E. the aggregate amount of all Indebtedness for Borrowed Money (excluding, for the avoidance of doubt, the Floor Plan); (ii) plus or minusdeposit the Escrow Amount with the Escrow Agent; (iii) pay the amount of all Indebtedness for Borrowed Money (excluding, as applicablefor the avoidance of doubt, the difference between the Estimated Inventory (as defined in Section 3.2(b)Floor Plan) at the opening of business on from the Closing Date Cash Consideration; (without giving effect iv) pay the Company Transaction Expenses and the Change of Control Payments from the Closing Cash Consideration pursuant to written instructions of the Company; and (v) issue the Parent Consideration Shares to the Closing) and the Base Inventory. Such amount provided for Stockholders in the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the Closing. (b) For purposes of this Agreement, “Estimated Inventory” shall be an amount based on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(c)) as of the opening of business on the Closing Date prepared on a basis consistent accordance with past accounting practice of the Business in connection with Seller’s regular audited financial statements, as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for the calculation thereof, not less than five (5) Business Days prior to the Closing Date, it being agreed that at the time of the delivery of such certificate and continuing thereafter Seller shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of SellerSchedule 2 hereto. (c) Purchaser and Seller agree that to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any other Seller Party) such excess (the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any other Seller Party) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”), in each case pursuant to the terms of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as Promptly after receipt of the opening of business on Closing Cash Consideration, the Representative shall deliver to each Stockholder the Per Share Closing Date prepared on a basis consistent Cash Consideration payable to such Stockholder with past accounting practice of the Business as determined pursuant respect to this Section 3.2. As used herein, “Inventory” means all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business in connection with Seller’s regular audited financial statementsits Shares.

Closing Date Payment. (a) On the terms and subject to the conditions contained herein, the total consideration to be paid to Sellers on the Closing DateDate for the Transferred Assets shall be (x) the assumption of the Assumed Liabilities and (y) a cash payment (the “Cash Payment”) equal to the sum of: (i) $17,500,000 (Seventeen Million Five Hundred Thousand Dollars) plus (ii) the amount, if any, by which the Estimated Current Assets exceeds the Target Current Assets minus (iii) the amount, if any, by which the Estimated Current Assets is less than the Target Current Assets minus (iv) the Good Faith Deposit delivered to Sellers at Closing minus (v) the Escrow Amount. (b) At the Closing, Purchaser shall, shall deposit (or shall cause one of its Affiliates to, pay to Seller (for its own account and as agent for any other Seller Party unless otherwise provided in any Local Asset Transfer Agreementbe deposited) an amount equal to $500,000 (ithe “Escrow Amount”) $20,000,000with the Escrow Agent, and pursuant to the terms of the Escrow Agreement, which Escrow Amount shall be held by the Escrow Agent as available funds to satisfy any Adjustment Shortfall Amount in accordance with Section 2.4 (ii) plus or minus, as applicableall such funds, the difference between “Escrow Funds”). The Escrow Funds shall only constitute property of the Estimated Inventory (as defined Sellers’ bankruptcy estates in Section 3.2(b)) at the opening of business on the Closing Date (without giving effect event and to the Closing) extent that the Escrow Funds are required to be released to the Sellers in accordance with the terms of this Agreement and the Base Inventory. Such amount provided for in the immediately preceding sentence shall be payable in United States dollars in immediately available federal funds to such bank account or accounts as shall be designated in writing by Seller no later than the second Business Day prior to the ClosingEscrow Agreement. (bc) For purposes of this Agreement, “Estimated Inventory” shall be an amount based on Seller’s estimate of projected Final Inventory (as defined in Section 3.2(c)) as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business in connection with Seller’s regular audited financial statements, as estimated in good faith by Seller and set forth in a certificate delivered by Seller to Purchaser, together with reasonable supporting documentation for the calculation thereof, not less No later than five (5) Business Days prior to the Closing Date, it being agreed that at the time Sellers shall deliver to Purchaser a statement (the “Estimated Current Asset Statement”) setting forth the Sellers’ good faith estimate of the delivery Closing Date Current Assets (the “Estimated Current Assets”). The Estimated Current Asset Statement shall be prepared using commercially reasonable accounting methods, policies, categorizations, definitions, principles, practices, techniques and procedures that are mutually acceptable to the Parties, but shall not include any changes in assets or liabilities as a result of changes arising from or resulting as a consequence of the Closing. If Purchaser has any dispute regarding such certificate calculation of Estimated Current Assets, Sellers and continuing thereafter Seller Purchaser shall provide a reasonable opportunity for Purchaser to review such supporting documentation and discuss it in good faith with responsible representatives of Seller. (c) Purchaser and Seller agree that attempt to resolve any such dispute prior to the extent that the Final Inventory exceeds the Estimated Inventory, Purchaser shall pay to Seller (on behalf of itself and as agent for any other Seller Party) such excess (the “Inventory Excess Amount”), and to the extent that the Final Inventory is less than the Estimated Inventory , Seller (on behalf of itself and as agent for any other Seller Party) shall pay to Purchaser such shortfall (the “Inventory Deficiency Amount”), in each case pursuant to the terms of this Section 3.2. For purposes of this Agreement, “Final Inventory” shall mean Inventory as of the opening of business on the Closing Date prepared on a basis consistent with past accounting practice of the Business as determined pursuant to this Section 3.2. As used herein, “Inventory” means all inventory of the Business as calculated and prepared in accordance with the past accounting practices of the Business in connection with Seller’s regular audited financial statementsClosing.