Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. Not later than five (5) Business Days prior to the Closing, Transferor shall deliver to Acquiror a written statement (the “Estimated Closing Statement”) consisting of calculations as of the Calculation Time prepared in accordance with the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, a good faith estimate of: (i) Net Working Capital as of the Calculation Time (the “Estimated Closing Net Working Capital”), together with a reasonably detailed explanation of the calculation thereof and of the Estimated Closing Net Working Capital Adjustment Amount, (ii) Cash and Cash Equivalents as of the Calculation Time (the “Estimated Closing Cash”), (iii) the aggregate amount of Indebtedness as of the Calculation Time (the “Estimated Closing Indebtedness”), (iv) the aggregate amount of Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (v) the resulting Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation of the Estimated Closing Statement to enable Acquiror to timely review and assess the accuracy of the Estimated Closing Statement; provided that, in no event shall the Closing be delayed as a result of the foregoing and in the event of any disagreement between the parties with respect to any items included in the Estimated Closing Statement, the Estimated Closing Statement as delivered by Transferor shall definitively set forth the calculations for each of the items set forth in clauses (i)-(v) of this Section 2.03(a).

Estimated Closing Statement. Not The Company shall prepare in good faith and provide to Purchaser no later than five three (53) Business Days prior to the Closing, Transferor shall deliver to Acquiror anticipated Closing Date (i) a written statement (the “Estimated Closing Statement”) consisting of calculations as setting forth in reasonable detail its good faith estimates of the Calculation Time prepared in accordance with the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, a good faith estimate of: (i) Closing Net Working Capital as of the Calculation Time (the “Estimated Closing Net Working Capital”), together with a reasonably detailed explanation of the calculation thereof and of the Estimated Closing Net Working Capital Adjustment Amount, (ii) Cash and Cash Equivalents as of the Calculation Time Balance (the “Estimated Closing CashCash Balance”), the Transaction Tax Benefits (iii) the aggregate amount of “Estimated Transaction Tax Benefits”), the Closing Indebtedness as of the Calculation Time (the “Estimated Closing Indebtedness”), (iv) and the aggregate amount of Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”), ) and (vii) the resulting Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead Company’s calculation of the preparation of estimated Aggregate Purchase Price (the “Estimated Aggregate Purchase Price”) (using the Estimated Closing Statement to enable Acquiror to timely review and assess the accuracy of Net Working Capital, the Estimated Closing Statement; provided thatCash Balance, the Estimated Closing Indebtedness and the Estimated Company Transaction Expenses), in each case calculated in accordance with the definitions thereof and the Accounting Policies. For the avoidance of doubt, in no event shall the amount, if any, by which the Estimated Closing be delayed as a result Net Working Capital exceeds the Net Working Capital Target exceed $3,000,000 in the aggregate. The Company shall, and shall cause its Subsidiaries to, provide Purchaser and its Representatives with reasonable access to the relevant books and records of the foregoing Company and in its Subsidiaries for the event purpose of any disagreement between the parties with respect to any items included in facilitating Purchaser’s review of the Estimated Closing Statement, the Estimated Closing Statement as delivered by Transferor shall definitively set forth the calculations for each of the items set forth in clauses (i)-(v) of this Section 2.03(a).

Estimated Closing Statement. Not later less than five (5) three Business Days prior to the ClosingClosing Date, Transferor Parent shall prepare and deliver to Acquiror Buyer a written statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) consisting setting forth Parent’s good-faith estimate of calculations as each of the Calculation Time prepared in accordance with the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreementfollowing, together with reasonable reasonably detailed documentation supporting calculations, and, based thereon, a good faith estimate ofeach estimate: (i) the amount of Cash as of the Effective Time (the “Estimated Cash”), (ii) the amount of Net Working Capital as of the Calculation Effective Time (the “Estimated Closing Net Working Capital”), together with a reasonably detailed explanation of the calculation thereof and of the Estimated Closing Net Working Capital Adjustment Amount, (ii) Cash and Cash Equivalents as of the Calculation Time (the “Estimated Closing Cash”), (iii) the aggregate amount of Indebtedness as of the Calculation Effective Time (the “Estimated Closing Indebtedness”), ) and (iv) the aggregate amount of Transaction Expenses Accrued Tax Liabilities as of the Effective Time (the “Estimated Closing Transaction ExpensesAccrued Tax Liabilities”), and (v) the resulting Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation of the The Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which shall be equal to enable Acquiror to timely review and assess the accuracy sum of (A) the Base Purchase Price, (B) plus the Estimated Closing Statement; provided thatCash, in no event shall the Closing be delayed as a result of the foregoing and (C) plus (solely in the event of any disagreement between that the parties with respect to any items included Estimated Net Working Capital exceeds the Collar Ceiling) the amount, if any, by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the Estimated Closing Statement, event that the Collar Floor exceeds the Estimated Closing Statement as delivered Net Working Capital) the amount, if any, by Transferor shall definitively set forth which the calculations for each of Working Capital Target exceeds the items set forth in clauses Estimated Net Working Capital, (i)-(vD) of this Section 2.03(a)minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax Liabilities.

Estimated Closing Statement. Not later less than five (5) Business Days prior to the ClosingClosing Date, Transferor Seller shall prepare and deliver to Acquiror Buyer a written statement that sets forth in reasonable detail Seller’s good faith estimate of (i) the Special Expenses incurred by Seller as of the Closing Time (the “Estimated Special Expenses”), and (ii) the Net Working Capital as of the Closing Time (the “Estimated Net Working Capital”) (such written statement, the “Preliminary Closing Statement”). As described in Section 2.2(a)(i), if the Estimated Special Expenses are less than the Prepaid Special Expenses, then the Initial Purchase Price shall be reduced by an amount equal to (A) consisting of calculations Prepaid Special Expenses minus (B) the Estimated Special Expenses (the “Special Expenses Surplus”). As described in Section 2.2(a)(ii), if the Estimated Special Expenses are greater than the Prepaid Special Expenses, then the Initial Purchase Price shall be increased by an amount equal to (A) the Estimated Special Expenses minus (B) the Prepaid Special Expenses (the “Special Expenses Shortfall”). As described in Section 2.2(a)(ii), if the Estimated Net Working Capital is less than the Target Net Working Capital, then the Initial Purchase Price shall be reduced by an amount equal to (A) the Target Net Working Capital minus (B) the Estimated Net Working Capital (such amount, if any and subject to further adjustment as of provided in this Section 2.3, the Calculation Time prepared “Working Capital Shortfall”). As described in Section 2.2(a)(ii), if the Estimated Net Working Capital is greater than the Target Net Working Capital, then the Initial Purchase Price shall be increased by an amount equal to (A) the Estimated Net Working Capital minus (B) the Target Net Working Capital (such amount, if any, and subject to further adjustment as provided in this Section 2.3, the “Working Capital Surplus”). All amounts referenced in this Section 2.3(a) shall be calculated in accordance with the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, a good faith estimate of: (i) Net Working Capital as definitions of the Calculation Time (components thereof, as applicable. During the “Estimated Closing Net Working Capital”), together with a reasonably detailed explanation period after the delivery of the calculation thereof Preliminary Closing Statement and of prior to the Estimated Closing Net Working Capital Adjustment AmountDate, (ii) Cash Buyer shall have a reasonable opportunity to review and Cash Equivalents as of the Calculation Time (the “Estimated Closing Cash”), (iii) the aggregate amount of Indebtedness as of the Calculation Time (the “Estimated Closing Indebtedness”), (iv) the aggregate amount of Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (v) the resulting Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation of comment on the Estimated Closing Statement to enable Acquiror to timely review and assess the accuracy of the Estimated Closing Statement; provided thatand, in no event shall the Closing be delayed as a result of the foregoing and in the event of Buyer disputes any disagreement between the parties with respect to any items included item set forth in the Estimated Preliminary Closing Statement, Seller shall cooperate with Buyer in good faith to mutually agree upon such disputed item; provided that if Seller and Buyer are unable to reach mutual agreement on such disputed item prior to the Estimated Closing Date, Buyer shall have no right to refuse to proceed with the Closing by reason of such disputed item and the Preliminary Closing Statement as delivered shall control (unless otherwise agreed by Transferor shall definitively set forth the calculations for each of the items set forth in clauses (i)-(v) of this Section 2.03(aSeller and Buyer).

Estimated Closing Statement. Not later than At least five (5) Business Days prior to the ClosingClosing Date, Transferor shall JetStar will deliver to Acquiror Basic a written statement (the “Estimated Closing Statement”) consisting setting forth, in reasonable detail, JetStar’s good faith estimate of calculations Net Working Capital (as defined below) and Net Debt (as defined below), in each case as of the Calculation Time prepared last day of the month immediately preceding the month in accordance with which the Accounting Principles and Section 2.03(d) Closing occurs or such more recent practicable date prior to the Closing. Such estimates are referred to in this Agreement as the “Estimated Net Working Capital” and the defined terms contained “Estimated Net Debt”, respectively. For illustrative purposes only, attached hereto as Schedule I is a format to be used in this Agreement, together with reasonable supporting calculations, and, based thereon, a good faith estimate of: (i) determining the Estimated Net Working Capital as of the Calculation Time and Estimated Net Debt. JetStar will make available to Basic all work papers and other books and records utilized in calculating Estimated Net Working Capital and Estimated Net Debt. The amount, if any, by which Estimated Net Working Capital is less than $5,000,000 (the “Estimated Closing Target Net Working Capital”)) is the “Estimated Net Working Capital Deficit”, together with a reasonably detailed explanation of and the calculation thereof amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital is the “Estimated Net Working Capital Excess.” The amount, if any, by which the Estimated Net Debt exceeds $38,000,000 (the “Target Net Debt”) is the “Estimated Net Debt Deficit”, and of the amount, if any, by which the Estimated Net Debt is less than the Target Net Debt is the “Estimated Net Debt Excess.” At the Effective Time the Base Price shall be adjusted by the Estimated Closing Net Working Capital Adjustment Amount, (ii) Cash and Cash Equivalents as of the Calculation Time (the “Estimated Closing Cash”defined in Section 2.5(d), (iii) the aggregate amount of Indebtedness as of the Calculation Time (the “Estimated Closing Indebtedness”), (iv) the aggregate amount of Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (v) the resulting Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation of the Estimated Closing Statement to enable Acquiror to timely review and assess the accuracy of the Estimated Closing Statement; provided that, in no event shall the Closing be delayed as a result of the foregoing and in the event of any disagreement between the parties with respect to any items included in the Estimated Closing Statement, the Estimated Closing Statement as delivered by Transferor shall definitively set forth the calculations for each of the items set forth in clauses (i)-(v) of this Section 2.03(a).

Estimated Closing Statement. Not later than five At least two (52) Business Days prior to the Closing, Transferor shall the Company will deliver to Acquiror a written Parent an estimated closing statement prepared in good faith (the “Estimated Closing Statement”), which shall include (i) consisting an estimated balance sheet of calculations the Company together with its Subsidiaries as of 12:01 a.m. on the Calculation Time Closing Date prepared in accordance with GAAP applied on a basis consistent with the Accounting Principles and Section 2.03(d) and basis used in the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, a good faith estimate of: (i) Net Working Capital as preparation of the Calculation Time Most Recent Balance Sheet (the “Estimated Closing Net Balance Sheet”), (ii) the estimated Cash (the “Estimated Cash”) and (iii) the estimated Working Capital (the “Estimated Working Capital”), together consistent with a reasonably detailed explanation the example set forth on Exhibit E hereto. The cash portion of the calculation thereof and of Merger Consideration shall be (A) decreased by the amount, if any, by which the Estimated Closing Net Working Capital Adjustment Amount, (ii) Cash and Cash Equivalents as of the Calculation Time is less than $4,500,000 (the “Estimated Closing CashTarget Minimum Working Capital”), (iiiB) increased by the aggregate amount of Indebtedness as of amount, if any, by which the Calculation Time Estimated Working Capital is greater than $5,000,000 (the “Estimated Closing IndebtednessTarget Maximum Working Capital”), (ivC) increased by the aggregate amount of Transaction Expenses (the “Estimated Closing Transaction Expenses”), Cash and (vD) decreased by the resulting Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation of the Estimated Closing Statement to enable Acquiror to timely review and assess the accuracy of the Estimated Closing Statement; provided thatSenior Debt, in no event shall each case, in cash. For the Closing be delayed as a result avoidance of the foregoing and doubt, in the event of any disagreement between the parties with respect to any items included in the Estimated Closing StatementWorking Capital is equal to or greater than the Target Minimum Working Capital and is equal to or less than the Target Maximum Working Capital, then no adjustment shall be made to the Estimated Closing Statement as delivered by Transferor shall definitively set forth the calculations for each cash portion of the items set forth in clauses (i)-(v) of Merger Consideration pursuant to this Section 2.03(a2(h). The Merger Consideration as adjusted in accordance with this Section 2(h) shall be referred to herein as the “Adjusted Merger Consideration.”

Estimated Closing Statement. Not later than At least five (5) Business Days prior to the ClosingClosing Date, Transferor the Company shall prepare and deliver to Acquiror the Buyer a written statement (the “Estimated Closing Statement”) consisting of calculations as of that shall include and set forth the Calculation Time prepared in accordance with the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, a Company’s good faith estimate of: of (i) Net Working Capital as of the Calculation Time Adjustment (the “Estimated Closing Net Working CapitalCapital Adjustment”), together with a reasonably detailed explanation of the calculation thereof and of the Estimated Closing Net Working Capital Adjustment Amount, (ii) Cash and Cash Equivalents as of the Calculation Time Net Indebtedness (the “Estimated Closing CashNet Indebtedness”), (iii) the aggregate amount Aggregate Option Cash-Out Amount (the “Estimated Aggregate Option-Cash-Out Amount”) (with each of Estimated Working Capital Adjustment, Estimated Net Indebtedness and Estimated Aggregate Option Cash-Out Amount determined as of the Calculation Adjustment Time and, except for the Transaction Expenses included in the calculation of the Estimated Net Indebtedness (which, for the avoidance of doubt, shall be calculated through the Closing), without giving effect to the Transactions), and (iv) on the basis of the foregoing, a calculation of the Closing Cash Consideration (the “Estimated Closing IndebtednessCash Consideration”), (iv) the aggregate amount of Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (v) the resulting Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation of the The Estimated Closing Statement to enable Acquiror to timely review shall (x) be prepared in conformity with the Applicable Accounting Principles in accordance with the historical practices and assess methodologies of the accuracy Company and its Subsidiaries and (y) include reasonable documentation supporting the calculation thereof, including schedules and underlying spreadsheets. Upon the delivery of the Estimated Closing Statement; provided that, to the extent not included with the Estimated Closing Statement and reasonably requested by ▇▇▇▇▇, the Company will make available to Buyer and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in no event shall the Closing be delayed as a result of the foregoing and in the event of any disagreement between the parties with respect to any items included in preparing the Estimated Closing Statement, the Estimated Closing Statement as delivered by Transferor shall definitively set forth the calculations for each of the items set forth in clauses (i)-(v) of this Section 2.03(a).

Estimated Closing Statement. Not No later than five (5) Business Days prior to the Closinganticipated Closing Date, Transferor Seller shall deliver to Acquiror Buyer a written statement (the “Estimated Closing Statement”), in the same format as the Reference Closing Statement, setting forth: (a) consisting of calculations as of the Calculation Time prepared in accordance with the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, a Seller’s good faith estimate of: of the (i) Closing Net Working Capital as of the Calculation Effective Time (such estimate, the “Estimated Closing Net Working Capital”), together with a reasonably detailed explanation ) and Target Working Capital as of the calculation thereof and of Effective Time (such estimate, the “Estimated Closing Net Target Working Capital Adjustment Amount, Capital”); (ii) the Closing Cash and Cash Equivalents as of the Calculation Effective Time (such estimate, the “Estimated Closing Cash”), ; (iii) the aggregate amount of Closing Indebtedness as of the Calculation Time Closing (such estimate, the “Estimated Closing Indebtedness”), ; and (iv) the aggregate amount of Closing Transaction Expenses as of the Closing (such estimate, the “Estimated Closing Transaction Expenses”); (b) Seller’s determination of the “Closing Adjustment,” which shall equal (i) the Estimated Closing Net Working Capital minus (ii) the Estimated Target Working Capital (expressed as a positive or negative number, and as applicable); plus (iii) the Estimated Closing Cash; minus (iv) the Estimated Closing Indebtedness; minus (v) the resulting Estimated Closing Date Transaction Expenses; minus (vi) the Separation-Related Costs; and (c) the amount to be paid in cash by Buyer to Seller at Closing (the “Closing Payment”), which shall equal the sum of (i) the Base Purchase Price plus (ii) the Closing Adjustment. It is understood and agreed that Seller shall prepare the Parties will cooperate Estimated Closing Statement in good faith and exchange financial information also ahead accordance with the Transaction Accounting Principles. Following the delivery by Seller of the Estimated Closing Statement, upon reasonable prior notice to Seller, Buyer and its Representatives shall be given such reasonable access during normal business hours to those books and records of Seller and the Acquired Companies and, if required by Seller, with supervision of Seller or its Representatives, access to such personnel or Representatives of Seller or the Acquired Companies reasonably related to Seller’s preparation of the Estimated Closing Statement to enable Acquiror to timely review and assess as Buyer may reasonably request for the accuracy purposes of evaluating the calculation of the Estimated Closing Statement; provided thatprovided, in no event shall that such access does not unreasonably interfere with the Closing be delayed as a result conduct of the foregoing and business of Seller or the Acquired Companies. Seller shall consider in the event good faith any of any disagreement between the parties with respect Buyer’s comments to any items included in the Estimated Closing Statement, the Estimated Closing Statement as delivered if provided by Transferor shall definitively set forth the calculations for each Buyer reasonably in advance of the items set forth in clauses (i)-(v) of this Section 2.03(a)Closing.

Estimated Closing Statement. Not later than (a) At least five (5) Business Days days prior to the Closinganticipated Closing Date, Transferor Seller shall deliver to Acquiror Buyer a written closing statement (the “"Estimated Closing Statement”") consisting of calculations setting forth Seller's good faith estimate, in consultation with Buyer, as of 12:01 a.m. on the anticipated Closing Date, of the amount of net working capital of the Rehabilitation Business (the "Net Working Capital"), and each component thereof in the format provided in the Net Working Capital Calculation Time Schedule (as defined in Section 1.05(b)). (b) The Estimated Closing Statement shall be prepared in accordance with the Accounting Principles and Section 2.03(d) and principles set forth on a schedule attached hereto as Annex I (the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, a good faith estimate of: (i) "Net Working Capital as of the Calculation Time (the “Estimated Closing Net Working Capital”Schedule"), together based upon the books and records of Seller related to the Rehabilitation Business and in accordance with a reasonably detailed explanation of the calculation thereof Seller's historical accounting principles and of the Estimated Closing Net Working Capital Adjustment Amountpractices, (ii) Cash and Cash Equivalents as of the Calculation Time (the “Estimated Closing Cash”), (iii) the aggregate amount of Indebtedness as of the Calculation Time (the “Estimated Closing Indebtedness”), (iv) the aggregate amount of Transaction Expenses (the “Estimated Closing Transaction Expenses”), and (v) the resulting Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation of if the Estimated Closing Statement to enable Acquiror to timely review and assess was prepared as of a fiscal year end. (c) If the accuracy amount of the Estimated Closing Statement; provided that, in no event shall the Closing be delayed as a result of the foregoing and in the event of any disagreement between the parties with respect to any items included in the Estimated Closing Statement, Net Working Capital set forth on the Estimated Closing Statement (the "Estimated Net Working Capital Amount") exceeds $3,501,687 ("Target Net Working Capital Amount"), then the Purchase Price shall be increased by an amount equal to such excess amount. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, then the Purchase Price shall be reduced by an amount equal to such deficiency. Such excess or deficiency is referred to herein as delivered the "Net Working Capital Adjustment." The Purchase Price as so adjusted by Transferor shall definitively the applicable components for Net Working Capital and set forth on the calculations for each of Estimated Closing Statement is referred to herein as the items set forth in clauses (i)-(v) of this Section 2.03(a)"Estimated Purchase Price."

Estimated Closing Statement. Not later than five ▇▇▇▇▇▇ has prepared and delivered to Buyer (5i) Business Days prior a statement that is reasonably acceptable to the Closing, Transferor shall deliver to Acquiror a written statement Buyer (the “Estimated Closing Statement”) consisting setting forth in reasonable detail the Company’s good faith calculation of calculations as of (A) the Calculation Time prepared in accordance with estimated Indebtedness, the Accounting Principles and Section 2.03(d) estimated Third-Party Expenses, the estimated Closing Cash, the estimated Closing Working Capital, and the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, a good faith estimate of: (i) Net estimated Closing Working Capital as of the Calculation Time Adjustment (such estimates, the “Estimated Closing Net Working Capital”), together with a reasonably detailed explanation of the calculation thereof Indebtedness,” “Estimated Third-Party Expenses” and of the Estimated Closing Net Working Capital Adjustment Amount, (ii) Cash and Cash Equivalents as of the Calculation Time (the “Estimated Closing Cash”, “Estimated Closing Working Capital”, and “Estimated Closing Working Capital Adjustment”, respectively), (iii) the aggregate amount of Indebtedness in each case, calculated as of the Calculation applicable Measurement Time and accompanied by reasonably detailed back-up documentation for such calculations; and (B) the Cash Consideration calculated based on such estimated amounts (including the component pieces thereof) (such estimate, the “Estimated Cash Consideration”); and (ii) a spreadsheet (the “Estimated Closing IndebtednessSpreadsheet”)) with the information set forth on Schedule 1.3, (iv) as of immediately prior to the aggregate amount of Transaction Expenses (the “Estimated Closing Transaction Expenses”)Closing, and (v) the resulting Closing Date Paymentin each case, accompanied by reasonably detailed back-up documentation for such calculations. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation of ▇▇▇▇▇▇ prepared the Estimated Closing Statement to enable Acquiror to timely review and assess in accordance with the accuracy of accounting principles forth on Exhibit A (the Estimated Closing Statement; provided that, in “Accounting Principles”). In no event shall the Closing will any of Buyer’s rights be delayed considered waived, impaired, or otherwise limited as a result of Buyer not making an objection prior to the foregoing and Closing or its making an objection that is not fully implemented in the event of any disagreement between the parties with respect to any items included in the a revised Estimated Closing Statement, the Estimated Closing Statement as delivered by Transferor shall definitively set forth the calculations for each of the items set forth in clauses (i)-(v) of this Section 2.03(a)applicable.

Estimated Closing Statement. Not later than five At least three (53) Business Days prior to the Closinganticipated Closing Date, Transferor Seller shall prepare and deliver to Acquiror Buyer a written statement (the “Estimated Closing Statement”) consisting of calculations as of the Calculation Time prepared in accordance with the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, that sets forth a good faith estimate of: (i) Net Working Capital of the balance sheet of Company, as of the Calculation Time Closing (the “Estimated Closing Net Working CapitalBalance Sheet”), together with Seller’s good-faith estimate of each of the following: (i) the amount of Cash as of the Closing based on the Estimated Closing Balance Sheet (the “Estimated Cash Amount”); (ii) the aggregate amount of all Indebtedness that is outstanding and unpaid as of the Closing (the “Estimated Indebtedness Amount”), together with a reasonably detailed explanation breakdown of the calculation thereof and aggregate amount of the Estimated Closing Net Working Capital Adjustment Amount, (ii) Cash and Cash Equivalents as of the Calculation Time Paid-Off Indebtedness (the “Estimated Closing CashPaid-Off Indebtedness Amount”) and the aggregate amount of Retained Indebtedness (the “Estimated Retained Indebtedness Amount”), ; and (iii) the aggregate amount of Indebtedness all Company Transaction Expenses outstanding and unpaid as of the Calculation Time Closing (the “Estimated Closing IndebtednessCompany Transaction Expense Amount”) (with each of the Estimated Cash Amount, Estimated Indebtedness Amount and Estimated Company Transaction Expense Amount estimated as of the Closing); and on the basis of the foregoing, (iv) the aggregate amount and calculation of Transaction Expenses (the “Estimated Closing Transaction Expenses”)Seller Proceeds,” which shall be equal to the result of (A) the Base Purchase Price, (B) plus the Estimated Cash Amount, (C) minus the Estimated Indebtedness Amount, and (vD) minus the resulting Closing Date PaymentEstimated Company Transaction Expense Amount. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation An illustrative example of the Estimated Closing Statement to enable Acquiror to timely review and assess calculation of the Estimated Cash Amount, Estimated Indebtedness Amount and Estimated Company Transaction Expense Amount is set forth as Exhibit 2.02(a) (the “Sample Statement”). The amounts reflected in the Estimated Closing Statement shall control solely for purposes of determining the Estimated Seller Proceeds for purposes of this Section 2.02 and Section 2.03 and shall not limit or otherwise affect Buyer’s remedies under this Agreement or otherwise or constitute an acknowledgement by Buyer of the accuracy of the Estimated Closing Statement; provided that, in no event shall the Closing be delayed as a result of the foregoing and in the event of any disagreement between the parties with respect to any items included in the Estimated Closing Statement, the Estimated Closing Statement as delivered by Transferor shall definitively set forth the calculations for each of the items set forth in clauses (i)-(v) of this Section 2.03(a)amounts reflected thereof.

Estimated Closing Statement. Not No later than five (5) and not more than seven (7) Business Days prior to the Closinganticipated Closing Date, Transferor Seller shall deliver to Acquiror Buyer a written statement (the “Estimated Closing Statement”) consisting of calculations setting forth: (a) Seller’s good faith estimate as of the Calculation Adjustment Time prepared in accordance with of the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreement, together with reasonable supporting calculations, and, based thereon, a good faith estimate of: (i) Closing Net Working Capital as of the Calculation Time (such estimate, the “Estimated Closing Net Working Capital”), together with a reasonably detailed explanation of the calculation thereof and of the Estimated Closing Net Working Capital Adjustment Amount, ; (ii) the Closing Cash and Cash Equivalents as of the Calculation Time (such estimate, the “Estimated Closing Cash”), ; (iii) the aggregate amount of Closing Indebtedness as of the Calculation Time (such estimate, the “Estimated Closing Indebtedness”), ; and (iv) the aggregate amount of Closing Transaction Expenses (such estimate, the “Estimated Closing Transaction Expenses”) (b) Seller’s determination of the “Closing Adjustment,” which shall equal (i) the Estimated Closing Net Working Capital minus (ii) the Target Working Capital (expressed as a positive or negative number, as applicable), and ; plus (iii) the Estimated Closing Cash; minus (iv) the Estimated Closing Indebtedness; minus (v) the resulting Estimated Closing Date Transaction Expenses and (c) the amount to be paid in cash by Buyer to Seller at Closing (the “Closing Payment”), which shall equal the sum of (i) the Base Purchase Price plus or minus (ii) the Closing Adjustment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the preparation of Seller shall prepare the Estimated Closing Statement and each of the components thereof in accordance with the definitions thereof, the Transaction Accounting Principles and the other terms of this Agreement. The Estimated Closing Statement shall be accompanied by reasonable supporting detail to enable Acquiror evidence Seller’s calculations, explanations and assumptions of the amounts contained therein. Buyer shall be entitled to timely review and assess the accuracy of the Estimated Closing Statement; provided that, in no event shall the Closing be delayed as a result of the foregoing and in the event of any disagreement between the parties with respect to any items included in the Estimated Closing Statement, comment on the Estimated Closing Statement as delivered prior to the Closing and Seller shall consider in good faith any suggested modifications to the Estimated Closing Statement proposed by Transferor shall definitively set forth the calculations for each of the items set forth in clauses (i)-(v) of this Section 2.03(a)Buyer.