Common use of Estimated Statement Clause in Contracts

Estimated Statement. No earlier than fifteen (15) Business Days and no later than ten (10) Business Days prior to the anticipated Spinco Distribution Date, Remainco shall prepare and deliver to Spinco and RMT Partner a written statement (the “Estimated Statement”) setting forth in reasonable detail Remainco’s good faith estimates of the amounts of (i) Net Working Capital (“Estimated Net Working Capital”), (ii) Spinco Indebtedness (“Estimated Spinco Indebtedness”), (iii) the Spinco Expense Reimbursement (“Estimated Spinco Expense Reimbursement”), (iv) the Spinco Special Cash Payment, (v) the Spinco Business Expenditure Amount (“Estimated Spinco Business Expenditure Amount”), (vi) the Spinco Business Asset Conversion Amount (“Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if an RMT Partner Special Election is made by RMT Partner pursuant to Section 8.19(k) of the Merger Agreement, the Excess Tax Liability Amount (“Estimated Excess Tax Liability Amount”) and (ix) the Final Closing Reduction Amount (“Estimated Final Closing Reduction Amount”). Remainco will reasonably cooperate with Spinco and RMT Partner and their representatives in connection with their review of the Estimated Statement, including by (x) providing information reasonably necessary or useful in connection with their review of the Estimated Statement as reasonably requested by Spinco or RMT Partner, (y) reasonably considering in good faith any revisions to the Estimated Statement proposed by Spinco or RMT Partner and (z) revising the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco Distribution. The Estimated Statement shall be prepared in accordance with the Accounting Principles and substantially in the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expert, if applicable) different accounting methodologies, practices, estimation techniques, assumptions or principles to the preparation of the Estimated Statement or the Closing Statement from those set forth in the Accounting Principles (to the extent applicable).

Estimated Statement. No earlier than fifteen At least twenty (1520) Business Days calendar days prior to the Closing Date, Sellers shall prepare and no later than ten deliver, or cause to be prepared and delivered, to Buyers a preliminary statement (10the “Preliminary Statement”) reflecting the items to be included in the Estimated Statement (as defined below). Following delivery of the Preliminary Statement, Buyers and their representatives shall have the right to review and comment upon such information. Sellers shall consider in good faith any such input of Buyers and their representatives and shall inform Buyers of any material adjustments to be reflected on the Estimated Statement that were not shown on the Preliminary Statement. At least five (5) Business Days prior to the anticipated Spinco Distribution Closing Date, Remainco Sellers shall prepare and deliver to Spinco and RMT Partner a written statement (the “Estimated Statement”) setting forth in reasonable detail Remainco’s Sellers’ good faith estimates of the amounts of estimate of: (i) the Proportionally Consolidated Group Net Working Capital as of the Effective Time (the “Estimated Net Closing Proportionally Consolidated Group Working Capital”), ; (ii) Spinco Indebtedness the Proportionally Consolidated Group Debt outstanding as of the Effective Time (the “Estimated Spinco IndebtednessClosing Proportionally Consolidated Group Debt”), ; (iii) the Spinco Expense Reimbursement Excess Cash Adjustment (the “Estimated Spinco Expense ReimbursementExcess Cash Adjustment”), ; (iv) the Spinco Special Cash Payment, Agua C▇▇▇▇ Debt outstanding as of the Effective Time (the “Estimated Agua C▇▇▇▇ Debt”); (v) the Spinco Business Expenditure Agua C▇▇▇▇ Contribution Amount as of the Effective Time (the “Estimated Spinco Business Expenditure Agua C▇▇▇▇ Contribution Amount”), ; and (vi) the Spinco Business Asset Conversion Amount (“Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if an RMT Partner Special Election is made by RMT Partner Initial Purchase Price calculated therefrom. The statements provided pursuant to this Section 8.19(k2.3(a) of shall be calculated in the Merger Agreement, the Excess Tax Liability Amount (“Estimated Excess Tax Liability Amount”manner set out in Schedule 2.3(a) and (ix) the Final Closing Reduction Amount (“Estimated Final Closing Reduction Amount”). Remainco will reasonably cooperate with Spinco and RMT Partner and their representatives in connection with their review of the Estimated Statement, including by (x) providing information reasonably necessary or useful in connection with their review of the Estimated Statement as reasonably requested by Spinco or RMT Partner, (y) reasonably considering in good faith any revisions to the Estimated Statement proposed by Spinco or RMT Partner and (z) revising the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco Distribution. The Estimated Statement shall be prepared in accordance with the Closing Accounting Principles and substantially in the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expert, if applicable) different accounting methodologies, practices, estimation techniques, assumptions or principles to the preparation of the Estimated Statement or the Closing Statement from those set forth in the Accounting Principles (to the extent applicable)Policies.

Estimated Statement. No earlier than fifteen (15) Business Days and no later than ten (10) At least three Business Days prior to the anticipated Spinco Distribution Closing Date, Remainco the Company shall prepare and deliver to Spinco Buyer and RMT Partner the Paying Agent a written reasonably detailed statement (the “Estimated Statement”) setting forth in reasonable detail Remaincoform and substance reasonably acceptable to Buyer containing: (i) the Company’s good faith estimates of estimate of: (A) the amounts of (i) Net Working Capital as of immediately prior to the Closing (the “Estimated Net Working Capital”), (iiB) Spinco the aggregate amount of Indebtedness of the Acquired Companies as of immediately prior to the Closing (the “Estimated Spinco Indebtedness”), (iiiC) the Spinco Expense Reimbursement aggregate amount of Transaction Expenses (the “Estimated Spinco Expense ReimbursementTransaction Expenses”), (ivD) the Spinco Special Cash Payment, as of immediately prior to Closing (v) the Spinco Business Expenditure Amount (“Estimated Spinco Business Expenditure AmountCash”), (viE) the Spinco Business Asset Conversion Amount Company Taxes Payable (the “Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if an RMT Partner Special Election is made by RMT Partner pursuant to Section 8.19(k) of the Merger Agreement, the Excess Tax Liability Amount (“Estimated Excess Tax Liability AmountCompany Taxes Payable”) and (ixF) the Final Closing Reduction Amount (“Estimated Final Closing Reduction Amount”). Remainco will reasonably cooperate with Spinco and RMT Partner and their representatives in connection with their review Company’s calculation of the Estimated StatementInitial Merger Consideration, including by in each case, prepared in accordance with GAAP, the accounting policies, principles and procedures set forth on Exhibit G (xthe “Accounting Principles”) providing information reasonably necessary or useful and the definitions set forth in connection this Agreement (with their review the terms of the Estimated Statement as reasonably requested by Spinco or RMT Partner, Accounting Principles and this Agreement taking precedence if they are not in accordance with GAAP); and (yii) reasonably considering in good faith any revisions to the Estimated Statement proposed by Spinco or RMT Partner and (z) revising the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco DistributionPayout Spreadsheet. The Estimated Statement and Payout Spreadsheet shall be prepared in accordance with based upon the Accounting Principles records of the Company and substantially in other information then available and the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expert, if applicable) different accounting methodologies, practices, estimation techniques, assumptions or principles Company shall provide Buyer and its representatives reasonable access during normal business hours and upon reasonable notice to the preparation 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. 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 rely on the Payout Spreadsheet as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer, Merger Sub and the Company at the Closing. None of Buyer, Merger Sub, the Paying Agent or the Closing Statement from those set forth in the Accounting Principles (Surviving Corporation will have any Liability with respect to the extent applicable)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 approving this Agreement, irrevocably on behalf of all holders of Company Stock or Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Representative, Buyer, the Surviving Corporation, the Paying Agent and the other holders of Company Stock and Company Options to ensure that each such Person receives its respective portion of any Merger Consideration that it is entitled to receive pursuant to the terms of this Agreement.