Common use of Estimated Aggregate Consideration Adjustment Clause in Contracts

Estimated Aggregate Consideration Adjustment. (a) No later than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Preliminary Statement”), prepared in good faith and in accordance with the Agreed Methodology, setting forth an estimate of the Closing Adjusted Net Investment Amount (the “Estimated Adjusted Net Investment Amount”) in the same detail as reflected on Appendix A and including a reasonable explanation of any new line item categories not shown on Appendix A. (b) If the Estimated Adjusted Net Investment Amount exceeds the Base Adjusted Net Investment Amount, the Closing Payment Amount shall be increased dollar-for-dollar by the amount of such excess, and if the Estimated Adjusted Net Investment Amount is less than the Base Adjusted Net Investment Amount, the Closing Payment Amount shall be reduced dollar-for-dollar by the amount of such shortfall.