Common use of Expense Statements Clause in Contracts

Expense Statements. (a) At least three Business Days prior to the Closing Date, (i) HCM shall deliver to the Company a written statement (email being sufficient) setting forth HCM’s good faith estimate of each accrued and unpaid HCM Transaction Expense as of the Closing Date and (ii) the Company shall deliver to HCM a written statement (email being sufficient) setting forth the Company’s good faith estimate of each accrued and unpaid Transaction Expense as of the Closing Date, which shall include the respective amounts and wire transfer instructions for the payment thereof and, if reasonably required by the Trustee, the certified Taxpayer Identification Numbers of each payee. (b) HCM shall use commercially reasonable efforts not to incur HCM Transaction Expenses in excess of $10,000,000 (“HCM Expenses Cap”). The Murano Parties shall use commercially reasonable efforts not to incur Transaction Expenses in excess of $5,000,000 (the “Expenses Cap”). For purposes hereof, any excess of HCM Transaction Expenses above the HCM Expenses Cap shall be the “HCM Expenses Overrun” and any excess of Transaction Expenses above the Expenses Cap shall be the “Company Expenses Overrun”. (c) If the HCM Expenses Overrun exceeds the Company Expenses Overrun, Sponsor shall forfeit, as promptly as practicable following Closing, for no consideration a number of PubCo Ordinary Shares (with each such PubCo Ordinary Share valued at $10.00 per share), that would, in the aggregate, have a value at least equal to the amount of such excess. (d) If the Company Expenses Overrun exceeds the HCM Expenses Overrun, the Seller shall forfeit, as promptly as practicable following Closing, for no consideration a number of PubCo Ordinary Shares (with each such PubCo Ordinary Share valued at $10.00 per share), that would, in the aggregate, have a value at least equal to the amount of such excess.