Common use of Estimated Statement Clause in Contracts

Estimated Statement. As of the close of business on the fifth (5th) Business Day immediately preceding the Closing Date, Seller will deliver to Purchaser a statement (the “Estimated Statement”) setting forth (A) Seller’s reasonable good faith estimate of (i) the sum of (w) Accounts Receivable, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), (x) prepaid expenses of the Business, (y) Inventory, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), and (z) other current assets of the Business, minus (ii) the sum of (x) Accounts Payable, (y) accrued compensation of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current portion of any indebtedness referred to in clause (x) of Section 3.1(b)), in each case, calculated as of the Closing Date in accordance with the accounting principles and methodologies (including GAAP) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied (such amount generally, “Working Capital,” and such amount estimated as of the Closing Date, the “Estimated Working Capital”), and (B) the calculation of the Preliminary Purchase Price, as adjusted pursuant to this Section 3.1(b)(i) (including (i) the amount of indebtedness of the Transferred Subsidiaries (other than any indebtedness owed by a Transferred Subsidiary to another Transferred Subsidiary) and indebtedness under Capital Leases and (ii) the amount of cash of the Transferred Subsidiaries, in each case estimated as of the Closing Date). The Estimated Statement shall be signed by Seller’s Chief Financial Officer and accompanied by reasonable supporting documentation. Purchaser shall have the right to review the Estimated Statement and such supporting documentation or data of Seller and its Subsidiaries as Purchaser may reasonably request. In the event that Purchaser does not agree with Seller’s estimate, Seller and Purchaser shall negotiate in good faith to mutually agree on an acceptable estimate of the Estimated Working Capital, and Seller shall consider in good faith any proposed comments or changes that Purchaser may reasonably suggest; provided, however, that Seller’s failure to include in the Estimated Statement any changes proposed by Purchaser, or the acceptance by Purchaser of the Estimated Statement, shall not limit or otherwise affect Purchaser’s remedies under this Agreement, including Purchaser’s right to include such changes or other changes in the Closing Date Statement, or constitute an acknowledgment by Purchaser of the accuracy of the Estimated Statement. If the Estimated Working Capital is less than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced by the amount of such shortfall, and if the Estimated Working Capital is greater than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be increased by the amount of such excess; provided, however, that if the amount of such reduction or increase is less than One Million Dollars ($1,000,000), then for purposes of this Section 3.1(b)(i), no adjustment shall be made to the Preliminary Purchase Price.

Estimated Statement. As of the close of business on the fifth No later than five (5th5) Business Day immediately preceding Days prior to the anticipated Initial Closing Date, Seller will shall deliver to ABG Purchaser a written statement setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein: (i) the aggregate amount of all Cash of each member of the Acquired Group to be transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of the Measurement Time (without giving effect to any cash dividends and distributions following the Initial Closing and prior to the Measurement Time), (ii) Indebtedness of each member of the Acquired Group to be transferred at the Initial Closing or otherwise included in Assumed Liabilities to be transferred at the Initial Closing, calculated as of immediately prior to the Initial Closing, (iii) Working Capital of the Business to be transferred at the Initial Closing, calculated as of the Measurement Time and (iv) Unpaid Company Transaction Expenses of each member of the Acquired Group transferred at the Initial Closing, together with a calculation of the Closing Date Purchase Price based on such amounts, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein, together with reasonable supporting detail therefor (the “Estimated Statement”) setting forth ); provided, however, that with respect to the foregoing clauses (A) Seller’s reasonable good faith estimate i)-(iv), such items shall be prepared separately for the Sports Apparel Business, on the one hand, and the remainder of (i) the sum Business to be transferred at the Initial Closing, on the other hand. Following delivery of (w) Accounts Receivablethe Estimated Statement, net Seller shall, upon the written request of applicable reserves (ABG Purchaser, promptly make financial records of Seller and its Affiliates to the extent such reserves are not reflected in clause (ii) below), (x) prepaid expenses of the Business, (y) Inventory, net of applicable reserves (reasonably related to the extent such reserves are not reflected in clause (ii) below)preparation of, and (z) other current assets of the Business, minus (ii) the sum of (x) Accounts Payable, (y) accrued compensation of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current portion of any indebtedness referred to in clause (x) of Section 3.1(b)), in each case, calculated as of the Closing Date in accordance with the accounting principles and methodologies (including GAAP) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied (such amount generally, “Working Capital,” and such amount estimated as of the Closing Dateor otherwise reasonably related to, the “Estimated Working Capital”), Statement available to ABG Purchaser and its Representatives in connection therewith (B) subject to the calculation execution of the Preliminary Purchase Price, as adjusted pursuant to this Section 3.1(b)(i) (including (i) the amount of indebtedness of the Transferred Subsidiaries (other than any indebtedness owed customary work access letters if required by a Transferred Subsidiary to another Transferred Subsidiary) and indebtedness under Capital Leases and (ii) the amount of cash of the Transferred Subsidiaries, in each case estimated as of the Closing Dateapplicable accountants). The Estimated Statement shall be signed by Seller’s Chief Financial Officer and accompanied by reasonable supporting documentation. ABG Purchaser shall have the right opportunity to review comment on and request reasonable changes to the foregoing estimates and calculations set forth in the Estimated Statement and such supporting documentation or data of Seller and its Subsidiaries as Purchaser may reasonably request. In the event that Purchaser does not agree with Seller’s estimate, Seller and Purchaser shall negotiate in good faith to mutually agree on an acceptable estimate of the Estimated Working CapitalStatement, and Seller shall consider in good faith any proposed comments or changes that made by ABG Purchaser may reasonably suggest; provided, however, that Seller’s failure with respect to include the calculations set forth in the Estimated Statement and, to the extent Seller agrees to any changes proposed such comments, incorporate the same into the Estimated Statement; provided that, for the avoidance of doubt, absent manifest error, Seller shall have no obligation to agree to or incorporate any such comments into the Estimated Statement and in no event shall any review, comment or request on or in respect of the Estimated Statement by Purchaser, or any dispute related thereto, prevent or delay the acceptance by Purchaser of the Estimated Statement, shall not limit or otherwise affect Purchaser’s remedies under this Agreement, including Purchaser’s right to include such changes or other changes in the Closing Date Statement, or constitute an acknowledgment by Purchaser of the accuracy of the Estimated Statement. If the Estimated Working Capital is less than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced by the amount of such shortfall, and if the Estimated Working Capital is greater than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be increased by the amount of such excess; provided, however, that if the amount of such reduction or increase is less than One Million Dollars ($1,000,000), then for purposes of this Section 3.1(b)(i), no adjustment shall be made to the Preliminary Purchase PriceInitial Closing.

Estimated Statement. As The parties hereto have contemplated that the Company will have net working capital as of the close of business Closing (the “Closing Net Working Capital”), as calculated in accordance with this Agreement and in accordance with and as set forth on the fifth Form Working Capital Statement attached hereto as Schedule 1.9 (5ththe “Form Working Capital Statement”) of seven million US Dollars ($7,000,000) (the “Net Working Capital Target”). At least three (3) Business Day immediately preceding Days prior to the Closing DateClosing, Seller will the Company shall deliver to Purchaser Parent (i) a written statement (the “Estimated Statement”) setting forth (A) Sellerthe Company’s reasonable good faith estimate of the amount of the Closing Net Working Capital (i) the sum of (w) Accounts Receivable, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below“Estimated Net Working Capital”), (xB) prepaid expenses of the Business, (y) Inventory, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), and (z) other current assets of the Business, minus (ii) the sum of (x) Accounts Payable, (y) accrued compensation of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current portion of any indebtedness referred to in clause (x) of Section 3.1(b)), in each case, calculated its cash position as of the Closing Date in accordance with and (C) the accounting principles amount of dividends to be paid out to the Company’s stockholders immediately prior to the Closing (the “Closing Dividend”), and methodologies (including GAAPii) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied (such amount generally, “Working Capital,” and such amount a final estimated unaudited consolidated balance sheet as of the Closing Date, Date of the Company prepared in accordance with GAAP (except as related to deferred tax asset balances which shall be in a manner consistent with the Interim Balance Sheet) (the “Estimated Working CapitalClosing Balance Sheet”), together with such schedules and data with respect to the determination thereof as may be appropriate to support such Estimated Statement and the Closing Balance Sheet. The amount of the Closing Dividend shall be determined such that (A) the Estimated Net Working Capital shall not be lower than the Net Working Capital Target, and (B) the calculation total amount of the Preliminary Purchase Price, as adjusted pursuant to this Section 3.1(b)(i) (including Closing Dividend and the Aggregate Employee Transaction Bonus Amount shall in no event be greater than the lower of (i) the amount of indebtedness cash at hand as of the Transferred Subsidiaries (other than any indebtedness owed by a Transferred Subsidiary to another Transferred Subsidiary) and indebtedness under Capital Leases and Closing, or (ii) the amount of cash of the Transferred Subsidiaries, in each case estimated as of the Closing Dateten million US Dollars ($10,000,000). The Estimated Statement and Closing Balance Sheet shall be signed by Seller’s the Chief Executive Officer and the Chief Financial Officer and accompanied by reasonable supporting documentationof the Company. Purchaser shall have the right to review Following delivery of the Estimated Statement and such supporting documentation or data of Seller the Closing Balance Sheet, the Company shall provide Parent and its Subsidiaries as Purchaser may representatives with reasonable access to the offices, books and records of the Company and the independent auditors of the Company, to verify the accuracy of such amounts in accordance with this Agreement, all to the extent deemed reasonably requestnecessary by Parent. In the event that Purchaser Parent does not agree with Sellerthe Company’s estimatecalculations of the Estimated Net Working Capital and the Closing Balance Sheet, Seller the Company and Purchaser Parent shall negotiate in good faith to mutually agree on an acceptable estimate of the Estimated Working Capitalestimates, and Seller the Company shall consider in good faith any proposed comments or changes that Purchaser Parent may reasonably suggest; provided, however, that Sellerthe Company’s failure to include in the Estimated Statement any changes proposed by PurchaserParent, or the acceptance by Purchaser Parent of the Estimated Statement, shall not limit or otherwise affect PurchaserParent’s remedies under this Agreement, including PurchaserParent’s right to include such changes or other changes in the Closing Date Statement, or constitute an acknowledgment by Purchaser Parent of the accuracy of the Estimated StatementStatement or Closing Balance Sheet. If The “Negative Net Working Capital Adjustment” shall mean the amount by which Estimated Net Working Capital is less than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced by the amount of such shortfall, and if the Estimated Net Working Capital is greater than Target. Schedule 1.9 to this Agreement contains hypothetical examples of the Target calculations of the Closing Net Working Capital, Capital and the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be increased by the amount of such excess; provided, however, that if the amount of such reduction or increase is less than One Million Dollars ($1,000,000), then for purposes of this Section 3.1(b)(i), no adjustment shall be made to the Preliminary Purchase PriceDividend.

Estimated Statement. As of the close of business on the fifth No later than three (5th3) Business Day immediately preceding Days prior to the Closing Date, Seller will shall deliver (or cause to be delivered) to Purchaser a statement (the “Estimated Statement”) setting forth (A) Seller’s reasonable good faith estimate of (i) Net Working Capital (the sum of (w) Accounts Receivable, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), (x) prepaid expenses of the Business, (y) Inventory, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), and (z) other current assets of the Business, minus (ii) the sum of (x) Accounts Payable, (y) accrued compensation of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current portion of any indebtedness referred to in clause (x) of Section 3.1(b)), in each case, calculated as of the “Preliminary Closing Date in accordance with the accounting principles and methodologies (including GAAP) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied (such amount generally, “Working Capital,” and such amount estimated as of the Closing Date, the “Estimated Net Working Capital”), and (B) the calculation of the Preliminary Purchase Price, as adjusted pursuant to this Section 3.1(b)(i) (including (i) the amount of indebtedness of the Transferred Subsidiaries (other than any indebtedness owed by a Transferred Subsidiary to another Transferred Subsidiary) and indebtedness under Capital Leases ; and (ii) the amount Net Indebtedness (but excluding from such calculation any Indebtedness incurred by or at the direction of cash of Purchaser in connection with the Transferred Subsidiaries, in each case estimated as of transactions contemplated by this Agreement) (the “Preliminary Closing DateDate Net Indebtedness”). The Estimated Statement shall be signed by Seller’s Chief Financial Officer prepared using the same accounting methods, practices, principles, policies and accompanied by reasonable supporting documentation. Purchaser shall have procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the right to review the Estimated Statement and such supporting documentation or data of Seller and its Subsidiaries as Purchaser may reasonably request. In the event that Purchaser does not agree with Seller’s estimate, Seller and Purchaser shall negotiate in good faith to mutually agree on an acceptable estimate preparation of the Estimated Financial Statements, subject to the specific exceptions set out in the specific accounting principles set forth in Exhibit B which take precedence (the “Accounting Principles”), and in a manner consistent with the example working capital statement calculation attached hereto as Exhibit B. The Closing Payment payable to Seller at Closing pursuant to Section 2.2 shall be (i) increased dollar-for-dollar by the amount by which the Preliminary Closing Date Net Working Capital is greater than the Target Working Capital, and Seller shall consider in good faith any proposed comments or changes that Purchaser may reasonably suggestif applicable; provided, however, that Seller’s failure to include in (ii) decreased dollar-for-dollar by the Estimated Statement any changes proposed amount by Purchaser, or which the acceptance by Purchaser of the Estimated Statement, shall not limit or otherwise affect Purchaser’s remedies under this Agreement, including Purchaser’s right to include such changes or other changes in the Preliminary Closing Date Statement, or constitute an acknowledgment by Purchaser of the accuracy of the Estimated Statement. If the Estimated Net Working Capital is less than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced if applicable; (iii) decreased dollar-for-dollar by the amount of such shortfall, and if the Estimated Working Capital is greater than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be Date Net Indebtedness (if a positive number); and (iv) increased dollar-for-dollar by the amount of such excess; provided, however, that if the amount of such reduction or increase is less than One Million Dollars ($1,000,000), then for purposes of this Section 3.1(b)(i), no adjustment shall be made to the Preliminary Purchase PriceClosing Date Net Indebtedness (if a negative number).

Estimated Statement. As of the close of business on the fifth (5th) At least three Business Day immediately preceding Days prior to the Closing Date, Seller will the Company shall prepare and deliver to Purchaser Buyer and the Paying Agent a reasonably detailed statement (the “Estimated Statement”) setting forth (A) Seller’s reasonable good faith estimate of in form and substance reasonably acceptable to Buyer containing: (i) the sum Company’s good faith estimate of: (A) the Working Capital as of (w) Accounts Receivable, net of applicable reserves (immediately prior to the extent such reserves are not reflected in clause Closing (ii) below), (x) prepaid expenses of the Business, (y) Inventory, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), and (z) other current assets of the Business, minus (ii) the sum of (x) Accounts Payable, (y) accrued compensation of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current portion of any indebtedness referred to in clause (x) of Section 3.1(b)), in each case, calculated as of the Closing Date in accordance with the accounting principles and methodologies (including GAAP) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied (such amount generally, “Working Capital,” and such amount estimated as of the Closing Date, the “Estimated Working Capital”), and (B) the aggregate amount of Indebtedness of the Acquired Companies as of immediately prior to the Closing (the “Estimated Indebtedness”), (C) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Cash as of immediately prior to Closing (the “Estimated Cash”), (E) the Company Taxes Payable (the “Estimated Company Taxes Payable”) and (F) the Company’s calculation of the Preliminary Purchase PriceInitial Merger Consideration, as adjusted pursuant to in each case, prepared in accordance with GAAP, the accounting policies, principles and procedures set forth on Exhibit G (the “Accounting Principles”) and the definitions set forth in this Section 3.1(b)(i) Agreement (including (i) with the amount of indebtedness terms of the Transferred Subsidiaries (other than any indebtedness owed by a Transferred Subsidiary to another Transferred Subsidiary) Accounting Principles and indebtedness under Capital Leases and this Agreement taking precedence if they are not in accordance with GAAP); and (ii) the amount of cash of the Transferred Subsidiaries, in each case estimated as of the Closing Date)Payout Spreadsheet. The Estimated Statement and Payout Spreadsheet shall be signed by Seller’s Chief Financial Officer based upon the records of the Company and accompanied by other information then available and the Company shall provide Buyer and its representatives reasonable supporting documentationaccess during normal business hours and upon reasonable notice to the records of the Company and such information used to prepare the Estimated Statement and Payout Spreadsheet and its personnel to allow Buyer to verify the Estimated Statement and Payout Spreadsheet. Purchaser shall Each of the Company, Representative (on behalf of the Effective Time Holders), Buyer and Merger Sub acknowledge and agree that each of them and the Paying Agent will have the right to review rely on the Estimated Statement Payout Spreadsheet as setting forth a true, complete and such supporting documentation or data accurate listing of Seller all amounts due to be paid by Buyer, Merger Sub and its Subsidiaries as Purchaser may reasonably requestthe Company at the Closing. In None of Buyer, Merger Sub, the event that Purchaser does not agree with Seller’s estimate, Seller and Purchaser shall negotiate in good faith to mutually agree on an acceptable estimate of the Estimated Working Capital, and Seller shall consider in good faith any proposed comments or changes that Purchaser may reasonably suggest; provided, however, that Seller’s failure to include in the Estimated Statement any changes proposed by Purchaser, Paying Agent or the acceptance Surviving Corporation will have any Liability with respect to the allocation of proceeds among the Effective Time Holders resulting from any payments made to such Persons pursuant to the Payout Spreadsheet. The Effective Time Holders, by Purchaser of the Estimated Statement, shall not limit or otherwise affect Purchaser’s remedies under approving this Agreement, including Purchaser’s right to include such changes irrevocably on behalf of all holders of Company Stock or other changes in Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Closing Date StatementRepresentative, or constitute an acknowledgment by Purchaser of the accuracy of the Estimated Statement. If the Estimated Working Capital is less than the Target Working CapitalBuyer, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced by the amount of such shortfall, and if the Estimated Working Capital is greater than the Target Working CapitalSurviving Corporation, the Preliminary Purchase Price payable by Purchaser Paying Agent and the other holders of Company Stock and Company Options to Seller at Closing shall be increased by ensure that each such Person receives its respective portion of any Merger Consideration that it is entitled to receive pursuant to the amount of such excess; provided, however, that if the amount of such reduction or increase is less than One Million Dollars ($1,000,000), then for purposes terms of this Section 3.1(b)(i), no adjustment shall be made to the Preliminary Purchase PriceAgreement.

Estimated Statement. As of the close of business on the fifth No later than five (5th5) Business Day immediately preceding Days prior to the anticipated Initial Closing Date, Seller will shall deliver to ABG Purchaser a written statement setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein: (i) the aggregate amount of all Cash of each member of the Acquired Group to be transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of the Measurement Time (but giving effect to any cash dividends and distributions following the Measurement Time and prior to the Initial Closing Date), (ii) Indebtedness of each member of the Acquired Group to be transferred at the Initial Closing or otherwise included in Assumed Liabilities to be transferred at the Initial Closing, calculated as of immediately prior to the Initial Closing, (iii) Working Capital of the Business to be transferred at the Initial Closing, calculated as of the Measurement Time and (iv) Unpaid Company Transaction Expenses of each member of the Acquired Group transferred at the Initial Closing, together with a calculation of the Closing Date Purchase Price based on such amounts, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein, together with reasonable supporting detail therefor (the “Estimated Statement”) setting forth ); provided, however, that with respect to the foregoing clauses (A) Seller’s reasonable good faith estimate i)-(iv), such items shall be prepared separately for the Sports Apparel Business, on the one hand, and the remainder of (i) the sum Business to be transferred at the Initial Closing, on the other hand. Following delivery of (w) Accounts Receivablethe Estimated Statement, net Seller shall, upon the written request of applicable reserves (ABG Purchaser, promptly make financial records of Seller and its Affiliates to the extent such reserves are not reflected in clause (ii) below), (x) prepaid expenses of the Business, (y) Inventory, net of applicable reserves (reasonably related to the extent such reserves are not reflected in clause (ii) below)preparation of, and (z) other current assets of the Business, minus (ii) the sum of (x) Accounts Payable, (y) accrued compensation of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current portion of any indebtedness referred to in clause (x) of Section 3.1(b)), in each case, calculated as of the Closing Date in accordance with the accounting principles and methodologies (including GAAP) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied (such amount generally, “Working Capital,” and such amount estimated as of the Closing Dateor otherwise reasonably related to, the “Estimated Working Capital”), Statement available to ABG Purchaser and its Representatives in connection therewith (B) subject to the calculation execution of the Preliminary Purchase Price, as adjusted pursuant to this Section 3.1(b)(i) (including (i) the amount of indebtedness of the Transferred Subsidiaries (other than any indebtedness owed customary work access letters if required by a Transferred Subsidiary to another Transferred Subsidiary) and indebtedness under Capital Leases and (ii) the amount of cash of the Transferred Subsidiaries, in each case estimated as of the Closing Dateapplicable accountants). The Estimated Statement shall be signed by Seller’s Chief Financial Officer and accompanied by reasonable supporting documentation. ABG Purchaser shall have the right opportunity to review comment on and request reasonable changes to the foregoing estimates and calculations set forth in the Estimated Statement and such supporting documentation or data of Seller and its Subsidiaries as Purchaser may reasonably request. In the event that Purchaser does not agree with Seller’s estimate, Seller and Purchaser shall negotiate in good faith to mutually agree on an acceptable estimate of the Estimated Working CapitalStatement, and Seller shall consider in good faith any proposed comments or changes that made by ABG Purchaser may reasonably suggest; provided, however, that Seller’s failure with respect to include the calculations set forth in the Estimated Statement and, to the extent Seller agrees to any changes proposed such comments, incorporate the same into the Estimated Statement; provided that, for the avoidance of doubt, absent manifest error, Seller shall have no obligation to agree to or incorporate any such comments into the Estimated Statement and in no event shall any review, comment or request on or in respect of the Estimated Statement by Purchaser, or any dispute related thereto, prevent or delay the acceptance by Purchaser of the Estimated Statement, shall not limit or otherwise affect Purchaser’s remedies under this Agreement, including Purchaser’s right to include such changes or other changes in the Closing Date Statement, or constitute an acknowledgment by Purchaser of the accuracy of the Estimated Statement. If the Estimated Working Capital is less than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced by the amount of such shortfall, and if the Estimated Working Capital is greater than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be increased by the amount of such excess; provided, however, that if the amount of such reduction or increase is less than One Million Dollars ($1,000,000), then for purposes of this Section 3.1(b)(i), no adjustment shall be made to the Preliminary Purchase PriceInitial Closing.

Estimated Statement. As of the close of business on the fifth Not less than three (5th3) Business Day immediately preceding Days prior to the anticipated Closing Date, Seller will the Company shall deliver to Purchaser the Buyer a statement (the “"Estimated Statement”) "), setting forth (A) Seller’s reasonable its good faith estimate of calculation of: (i) the sum Cash as of 12:01 a.m. Eastern Time on the Closing Date (w) Accounts Receivablesuch estimate, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below"Estimated Cash"), (x) prepaid expenses of the Business, (y) Inventory, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), and (z) other current assets of the Business, minus ; (ii) the sum Net Working Capital as of 12:01 a.m. Eastern Time on the Closing Date (xsuch estimate, the "Estimated Working Capital") Accounts Payableand the resulting Closing Date Working Capital Adjustment Amount; (iii) the Company Debt outstanding as of immediately prior to the Closing (such estimate, the "Estimated Company Debt"); and (yiv) accrued compensation the unpaid portion of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current portion of any indebtedness referred to in clause (x) of Section 3.1(b)), in each case, calculated Selling Expenses as of the Closing Date in accordance with the accounting principles and methodologies (including GAAP) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied (such estimate, the "Estimated Selling Expenses"), including the name of each payee, the amount generallyto be paid to each payee and wire transfer instructions for each payee. Three (3) Business Days prior to the Closing, “Working Capital,” and such amount estimated as the Company shall deliver to the Buyer customary payoff letters (the "Payoff Letters") executed by the lenders, agents or other applicable holders in respect of the Closing Date, the “Estimated Working Capital”Company Debt which is to be repaid pursuant to Section 2.2(c), which Payoff Letters will provide for (A) the payment in full of the underlying Company Debt and (B) the calculation release and discharge, in full, of all guarantees and Liens in connection with such Company Debt relating to the assets and properties of the Preliminary Purchase Price, as adjusted pursuant to this Section 3.1(b)(i) (including (i) Acquired Companies that secure the amount of indebtedness obligations thereunder upon payment of the Transferred Subsidiaries amounts due thereunder (other than any indebtedness owed and an undertaking by a Transferred Subsidiary the applicable agents to another Transferred Subsidiary) and indebtedness under Capital Leases and (ii) thereupon file, or permit the amount of cash of Company, the Transferred SubsidiariesBuyer or their designees to file, in each case estimated as of the Closing Dateall applicable UCC-3 termination statements, intellectual property security releases, mortgage releases or similar releases with respect thereto). The Estimated Statement shall be signed by Seller’s Chief Financial Officer and accompanied by reasonable supporting documentation. Purchaser shall have the right to review the Estimated Statement and such supporting documentation or data of Seller and its Subsidiaries as Purchaser may reasonably request. In the event that Purchaser does not agree with Seller’s estimate, Seller and Purchaser shall negotiate in Company's good faith to mutually agree on an acceptable estimate calculation of the Estimated Cash and Estimated Working Capital, and Seller shall consider in good faith any proposed comments or changes that Purchaser may reasonably suggest; provided, however, that Seller’s failure to include Capital set forth in the Estimated Statement any changes proposed by Purchaser, or will be prepared in accordance with the acceptance by Purchaser Accounting Methodologies. Following the delivery of the Estimated Statement, the Company shall not limit or otherwise affect Purchaser’s remedies under this Agreementcooperate with and make available to the Buyer and its representatives all information, including Purchaser’s right to include such changes or other changes records, data and working papers and personnel, as may be reasonably required in connection with the Closing Date Statement, or constitute an acknowledgment by Purchaser analysis of the accuracy Estimated Statement and the resolution of any dispute related to the Estimated Statement. Prior to Closing, the Parties shall cooperate in good faith to answer any questions and resolve any issues raised by the Buyer and its representatives in connection with their review of the Estimated Statement. If the Estimated Working Capital is less than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced by the amount of such shortfall, and if the Estimated Working Capital is greater than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be increased by the amount of such excess; provided, however, that if the amount of such reduction or increase is less than One Million Dollars ($1,000,000), then for purposes of this Section 3.1(b)(i), no adjustment shall be made to the Preliminary Purchase Price.

Estimated Statement. As of the close of business on the fifth No later than five (5th5) Business Day immediately preceding Days prior to the Closing DateClosing, Seller will the Sellers shall deliver to Purchaser (a) a written statement (the “Estimated Statement”) setting forth (Ax) Seller’s reasonable its good faith estimate of each of the following as of the Measurement Time: (i) the sum of (w) Accounts ReceivableCash, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below)Funded Debt, including each item of Repaid Indebtedness and the payoff amounts with respect thereto, together with a correct and complete list of all items of Funded Debt, (xiii) prepaid expenses Working Capital and (iv) Unpaid Company Transaction Expenses, including the amounts owed to each obligee thereof (and including a computation of all of the Business, (y) Inventory, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), and (z) other current assets of the Business, minus (ii) the sum of (x) Accounts Payable, (y) accrued compensation of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current employer portion of any indebtedness referred employment, payroll or similar Taxes or other statutorily required payments with respect to in clause (x) of Section 3.1(b)any such Unpaid Company Transaction Expenses), in each case, calculated as together with a calculation of the Closing Date Purchase Price based on such amounts and reasonable supporting detail for the calculation of such amounts, and (y) the wire transfer instructions for each account necessary for each payment to be made by Purchaser at the Closing in accordance with the accounting principles terms and methodologies conditions of this Agreement, and (including GAAPb) employed by Seller in preparing drafts of the Business Balance Sheet Payoff Letters (if applicable). Purchaser and those set forth on Schedule 3.1(b) consistently applied (such amount generallythe Sellers agree that, “Working Capital,” and such amount estimated as during the period from the delivery of the Estimated Statement through the Closing Date, the “Estimated Working Capital”)Sellers shall, and (B) shall cause their respective Representatives to, provide Purchaser and its Representatives reasonable access during normal business hours to the calculation books, records, work papers, and other supporting data of the Preliminary Purchase Price, as adjusted pursuant to this Section 3.1(b)(i) (including (i) the amount Company Group for purposes of indebtedness Purchaser’s review of the Transferred Subsidiaries (other than any indebtedness owed by a Transferred Subsidiary to another Transferred Subsidiary) and indebtedness under Capital Leases and (ii) the amount of cash of the Transferred Subsidiaries, in each case estimated as of the Closing Date). The Estimated Statement shall be signed by Seller’s Chief Financial Officer and accompanied by reasonable supporting documentation. Purchaser shall have the right to review the Estimated Statement and such supporting documentation or data of Seller and its Subsidiaries as Purchaser may reasonably request. In the event that Purchaser does not agree with Seller’s estimate, Seller and Purchaser shall negotiate in good faith to mutually agree on an acceptable estimate of the Estimated Working Capitalcalculations set forth therein, and Seller shall consider in good faith any proposed comments or changes that Purchaser may reasonably suggest; provided, however, that Seller’s failure to include in the Estimated Statement made by Purchaser. If Seller and Purchaser agree on any changes proposed by Purchaser, or the acceptance by Purchaser of to the Estimated Statement, such revisions shall not limit or otherwise affect Purchaser’s remedies under this Agreement, including Purchaser’s right be deemed to include such changes or other changes in the Closing Date Statement, or constitute an acknowledgment by Purchaser of the accuracy of be made to the Estimated Statement. If the Estimated Working Capital is less than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced by the amount of such shortfall, and if the Estimated Working Capital is greater than the Target Working Capital, the Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be increased by the amount of such excess; provided, however, that if the amount of such reduction or increase is less than One Million Dollars ($1,000,000), then Statement for purposes of this Section 3.1(b)(i1.03 and for purposes of determining the payments and deliveries required pursuant to Section 1.02(c), no adjustment shall be made to the Preliminary Purchase Price.. SECTION 1.04