Common use of Final Closing Clause in Contracts

Final Closing. At the Final Closing, the Buyer shall deliver to the Sellers: (i) an amount in cash (the “Final Closing Cash Payment”) equal to (A) the Final Closing Purchase Price, minus (B) the amount of the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Final Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (M) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date; (ii) the Final Closing ▇▇▇▇ of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.03(b).

Final Closing. At the Final Closing, the Buyer shall deliver to the Sellers: (i) an amount in cash (the “Final Closing Cash Payment”) equal to (A) the Final Closing Purchase Price, minus (B) the amount of the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Final Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing DP COGS Adjustment Deficit, if any, plus (I) the amount of the Estimated Final Closing DP COGS Adjustment Surplus, minus (J) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (IK) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (JL) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (KM) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (LN) the Estimated Final Closing Retained Assets Amount, plus (MO) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date; (ii) the Final Closing ▇▇▇▇ of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.03(b).

Final Closing. At (i) Not less than five (5) Business Days prior to the Final ClosingClosing Date, the Buyer Sellers shall prepare, or cause to be prepared, and will deliver to the Sellers: Buyer (i1) an amount in cash estimated closing statement with respect to the portion of the Business conducted at the applicable Facility as of the Final Closing Date (the “Estimated Final Closing Cash PaymentStatement”) equal ), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted at the applicable Facility, (A) the Estimated Final Closing Purchase PriceNet Working Capital Amount, minus (B) (I) the amount of Estimated Final Closing Net Working Capital Surplus, if any, or (II) the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of Estimated Final Closing Other Third-Party Brand Amount, (D) (I) the Estimated Final Closing Net Working Capital Other Third-Party Brand Surplus, if any, minus or (DII) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of Estimated Final Closing DP Amount, (F) (I) the Estimated Final Closing Other Third-Party Brand DP Surplus, if any, minus or (FII) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the Estimated Final Closing DP COGS Adjustment Amount, (H) (I) the amount of the Estimated Final Closing DP COGS Adjustment Deficit, if any, or (II) the amount of the Estimated Final Closing DP COGS Adjustment Surplus, if any, minus (HI) the amount of Estimated Final Closing Residual Transferred Assets Amount, (J) (I) the Estimated Final Closing Residual Transferred Assets Surplus, if any, or (II) the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (K) the Estimated Final Closing Other Assets and Liabilities Amount, (L) (I) the amount of the Estimated Final Closing Residual Transferred Other Assets and Liabilities Surplus, if any, minus or (JII) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (LM) the Estimated Final Closing Retained Assets Amount, plus and (MN) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, and (2) the unaudited balance sheet with respect to an account or accounts the portion of the Business conducted at the applicable Facility as directed by of the Business Day that is the Sellers, provided that ’ last accounting day in the Sellers will designate such account or accounts no later than three (3) Business Days fiscal month prior to the anticipated fiscal month in which the Final Closing Date;occurs determined consistent with the Agreed Financial Methodology (the “Estimated Final Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Final Closing Statement contemplated by clauses (C), (D), (E), (F), (G) and (H) of the preceding sentence will be based on, and be consistent with, (x) the unaudited statement of income of the Business for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Final Closing and (y) the Agreed Financial Methodology, and such estimates shall be as of the final day of such fiscal year, and such estimates contemplated by clauses (G) and (H) of the preceding sentence will also be based on, and be consistent with, the finished goods supply agreements between CCR and the Buyer that were in effect with respect to such fiscal year for any of the Sub-Bottling Territory (as defined in the Distribution APA) and the Exchange Territory. All other estimates set forth in the Estimated Final Closing Statement will be consistent with the Agreed Financial Methodology and financial information for the applicable fiscal period in a form substantially similar to the information provided pursuant to Section 5.02(d)(i) of the Disclosure Schedule, and such estimates shall be based on the Sellers’ data included in the Estimated Final Closing Date Unaudited Balance Sheet. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month prior to the fiscal month in which the Final Closing occurs for the purpose of preparing the Estimated Final Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. (ii) The Sellers hereby agree to conduct a physical inventory count on the Final Closing ▇▇▇▇ Date for the purpose of Sale, Assignment preparing the Final Closing Preliminary Amounts Schedule. The Sellers hereby agree that the Buyer and Assumption Agreement, duly executed its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. No later than one hundred twenty (120) days following the Final Closing Date, the Sellers will prepare, or cause to be prepared, and will deliver to the Buyer the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule. The Final Closing Preliminary Amounts Schedule will be based on, and consistent with, the Final Closing Financial Information. Upon reasonable prior written notice, the Buyer shall provide the Sellers and their respective Representatives with reasonable access, during normal business hours, to the Buyer;’s Representatives and such books and records as may be reasonably requested by the Sellers and their respective Representatives in order to prepare the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule; provided, however, that (x) such access shall not unreasonably interfere with any of the businesses or operations of the Buyer or any of its Affiliates and (y) the auditors and accountants of the Buyer or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (iii) with respect to each Leased Real Property included within The Buyer shall have one hundred twenty (120) days following receipt of the Final Closing Transferred AssetsPreliminary Amounts Schedule during which to notify the Sellers of any dispute of any item contained in the Final Closing Preliminary Amounts Schedule, an Assignment which notice shall set forth in reasonable detail the basis for such dispute (a “Final Closing Notice of Dispute”). Upon reasonable prior written notice, the Sellers shall provide the Buyer and Assumption of Leaseits Representatives with reasonable access, duly executed during normal business hours, to the Sellers’ Representatives and such books and records as may be reasonably requested by the Buyer andand its Representatives in order to verify the information contained in the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule; provided, if necessaryhowever, that (x) such access shall not unreasonably interfere with any of the Buyer’s signature businesses or operations of the Sellers or their Affiliates and (y) the auditors and accountants of the Sellers or any of their Affiliates shall not be witnessed and/or notarized; andobliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (iv) If the other documents and certificates required Buyer does not provide the Sellers with a Final Closing Notice of Dispute within such one hundred twenty (120) day period, the Final Closing Preliminary Amounts Schedule prepared by the Sellers shall be deemed to be delivered pursuant the Final Closing Final Amounts Schedule and will be conclusive and binding upon all parties hereto. (v) If the Buyer provides the Sellers with a Final Closing Notice of Dispute within such one hundred twenty (120) day period, the Buyer and the Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Closing Final Amounts Schedule shall be prepared in accordance with the agreement of the Buyer and the Sellers. If the Buyer and the Sellers are unable to resolve any dispute regarding the Final Closing Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Final Closing Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved in accordance with Section 7.03(b2.07(d). (vi) The Final Closing Cash Payment shall be adjusted following the Final Closing in accordance with Section 2.07(e).

Final Closing. (a) The closing (the “Final Closing”) of the purchase and sale of the Alta Interest and, to the extent the Buyer shall not have previously made the B Note Completion Payment pursuant to Section 2.04(a), the payment of the B Note Completion Payment shall be made on May 15, 2003 or Back to Contents such other date before May 15, 2003 as the Buyer and the ICI Parties may reasonably agree provided that such date may not be less than five Business Days’ or more than 10 Business Days from the date the Buyer notifies the ICI Parties that it intends to deliver the outstanding balance of the Total Purchase Price (such date, the “Final Closing Date”). The Final Closing shall take place at the offices of ▇▇▇▇▇ ▇▇▇▇ & ▇▇▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇, ▇▇▇ ▇▇▇▇, ▇▇▇ ▇▇▇▇ ▇▇▇▇▇, at 10:00 a.m., New York time, on the Final Closing Date, or at such other time or place as the Buyer and the ICI Parties may agree. (b) At the Final Closing, the Buyer shall deliver to the Sellers: (i) an amount in cash (if the “Final Closing Cash Payment”) equal Buyer shall not have made the B Note Completion Payment pursuant to Section 2.04(a)(i): (A) the Final Closing Purchase Price, minus Buyer shall make the B Note Completion Payment to ICI Finance in immediately available funds by wire transfer to the ICI Bank Account; (B) the amount ICI Finance on behalf of the Estimated Final Closing Net Working Capital Deficit, if any, plus Secured Parties shall deliver to the Buyer the single authenticated note evidencing the B Notes being held by ICI Finance pursuant to the Pledge Agreement; and (C) the amount Secured Parties shall execute and deliver to the Buyer a release and termination, in form and substance reasonably satisfactory to the Buyer, releasing and terminating the security interest provided in respect of the Estimated Final Closing Net Working Capital SurplusB Notes by the Pledge Agreement and the other Note Security Documents and any other acknowledgements and documents necessary, if any, minus (D) in the amount reasonable judgment of the Estimated Final Closing Other Third-Party Brand DeficitBuyer, if any, plus (E) to evidence the amount release and termination of all security interests of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount Secured Parties in respect of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (M) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing DateB Notes; (ii) the Final Closing ▇▇▇▇ Buyer shall deliver the Alta Interest Purchase Price or, if a partial payment of Salethe Alta Interest Purchase Price shall have been made in accordance with Section 2.04(a)(ii), Assignment and Assumption Agreementthe outstanding balance of the Alta Interest Purchase Price, duly executed in each case, in immediately available funds by wire transfer to the BuyerICI Bank Account; (iii) ICI Americas shall deliver to the Buyer a certificate or certificates representing the Alta Interest accompanied by duly executed instruments of transfer and any other documents that are necessary, in the reasonable judgment of the Buyer, to transfer title to the Alta Interest to the Buyer, free and clear of any Liens; (iv) ICI Americas shall deliver to the Buyer letters of resignation from each of the officers of ICI Alta and the members of the Board of Directors of ICI Alta; (v) the ICI Parties and the GOF Parties shall have made all mandatory filings which impose suspensory obligations and shall have taken all actions required to be taken by the ICI Parties and the GOF Parties, if any, with respect a Governmental Entity, in each case, that are required to each Leased Real Property included within be made or taken to consummate the transactions at the Final Closing Transferred Assetsand any decisions or confirmations required to be obtained from a Competition Authority shall have been obtained; (vi) all applicable waiting and other time periods (and any extensions thereof) applicable to the transactions to be consummated at the Final Closing (A) under the HSR Act or (B) during which any Competition Authority could intervene with the effect of preventing the consummation of the Final Closing shall have been terminated or shall have expired or lapsed; (vii) in respect of the transactions to be consummated at the Final Closing and any matters arising therefrom, the parties shall have received confirmation by way of a decision from the Commission of the European Union under Regulation 4064/89 (with or without the instigation of proceedings under Article 6(1)(c) thereof) that such transactions and any matters arising therefrom are compatible with the common market; (viii) the ICI Parties shall deliver to the GOF Parties a certificate of good standing for ICI Alta from the Secretary of State of the State of Delaware and each other jurisdiction, if any, in which ICI Alta is then qualified to do business; (ix) the ICI Parties shall deliver to the GOF Parties a certificate, executed by an authorized officer of each of ICI Parent, ICI Americas and ICI Alta, dated the Final Closing Date, certifying that, except for the Exceptions set forth in such certificate, (x) each of the representations and warranties made by such ICI Party on the date of the Initial Closing is true and correct in all material respects as if made on the Final Closing Date and (y) all covenants, agreements and conditions contained in this Agreement to be performed by such ICI Party on or prior to the Final Closing Date shall have been performed or complied with in all material respects; provided, however, notwithstanding anything to the contrary contained in this Agreement, the identification of any Exceptions in any such certificate shall be for disclosure purposes only and in no event shall any of the Exceptions be taken into account for the purposes of determining any (i) Warranty Breach, (ii) breach of covenant or agreement Back to Contents to be performed by such ICI Party or (iii) Damages under this Agreement, and shall not constitute a cure of any (x) Warranty Breach or (y) breach of covenant or agreement to be performed by such ICI Party or prejudice, in any manner or form, the GOF Parties’ rights and remedies under this Agreement; (x) the GOF Parties shall each deliver to the ICI Parties a certificate, executed by, in the case of the Buyer, an Assignment appropriate officer of the Buyer, or, in the case of GOF, an appropriate officer of the general partner of GOF, each dated the Final Closing Date, certifying that, except for the Exceptions set forth in such certificate, (x) each of the representations and Assumption warranties made by such GOF Party on the date of Leasethe Initial Closing is true and correct in all material respects as if made on the Final Closing Date and (y) all covenants, duly executed agreements and conditions contained in this Agreement to be performed by such GOF Party on or prior to the Buyer andFinal Closing Date shall have been performed or complied with in all material respects; provided, if necessaryhowever, notwithstanding anything to the contrary contained in this Agreement, the Buyer’s signature identification of any Exceptions in any such certificate shall be witnessed and/or notarizedfor disclosure purposes only and in no event shall any of the Exceptions be taken into account for the purposes of determining any (i) Warranty Breach, (ii) breach of covenant or agreement to be performed by such GOF Party or (iii) Damages under this Agreement, and shall not constitute a cure of any (x) Warranty Breach or (y) breach of covenant or agreement to be performed by such GOF Party or prejudice, in any manner or form, any of the ICI Party’s rights and remedies under this Agreement; and (ivxi) the ICI Parties (other than ICI Alta) shall deliver to the GOF Parties a release and waiver, in form and substance reasonably satisfactory to the GOF Parties, releasing and waiving any and all rights that the ICI Parties (other than ICI Alta) may have under the MIOA, the HIH Private Sale Letter Agreement, the HIH B Note Covenant Letter and the HIH Registration Rights Agreement (collectively, the “HIH-Related Agreements”) and any other acknowledgements and documents necessary, in the reasonable judgment of the Buyer, to evidence the release and certificates required waiver of such rights; provided that the applicable ICI Parties shall have received releases and waivers, in form and substance reasonably satisfactory to be delivered pursuant such ICI Parties, from the other parties to Section 7.03(b)the HIH-Related Agreements releasing and waiving all of their liabilities and obligations thereunder.

Final Closing. At (i) Not less than five (5) Business Days prior to the Final ClosingClosing Date, the Buyer Sellers shall prepare, or cause to be prepared, and will deliver to the Sellers: Buyer (i1) an amount estimated closing statement with respect to the portion of the Business conducted in cash the Final Closing Territory as of the Final Closing Date (the “Estimated Final Closing Cash PaymentStatement”) equal ), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted in the Final Closing Territory, (A) the Estimated Final Closing Purchase PriceNet Working Capital Amount, minus (B) (I) the amount of Estimated Final Closing Net Working Capital Surplus, if any, or (II) the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of Estimated Final Closing Other Third-Party Brand Amount, (D) (I) the Estimated Final Closing Net Working Capital Other Third-Party Brand Surplus, if any, minus or (DII) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of Estimated Final Closing DP Amount, (F) (I) the Estimated Final Closing Other Third-Party Brand DP Surplus, if any, minus or (FII) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of Estimated Final Closing Residual Transferred Assets Amount, (H) (I) the Estimated Final Closing DP Residual Transferred Assets Surplus, if any, minus or (HII) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Assets and Liabilities DeficitAmount, if any, plus (KJ) the amount of (I) the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (M) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date; (ii) the Final Closing ▇▇▇▇ of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.03(b).

Final Closing. At the Final Closing, the Buyer shall deliver to the Sellers: (i) an amount in cash (the “Final Closing Cash Payment”) equal to (A) the Final Closing Purchase Price, minus (B) the amount of the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of the Estimated Final Closing Net Working Capital Surplus, if any, minus (D) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of the Estimated Final Closing Other Third-Party Brand Surplus, if any, minus (F) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of the Estimated Final Closing DP Surplus, if any, minus (H) the amount of the Estimated Final Closing DP COGS Adjustment Deficit, if any, plus (I) the amount of the Estimated Final Closing DP COGS Adjustment Surplus, if any, minus (J) the amount of the Estimated Final Closing Other Third-Party Brand COGS Adjustment Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Third-Party Brand COGS Adjustment Surplus, minus (L) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (IM) the amount of the Estimated Final Closing Residual Transferred Assets Surplus, if any, minus (JN) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (KO) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (LP) the Estimated Final Closing Retained Assets Amount, plus (MQ) the Estimated Final Closing Retained Liabilities Amount, by wire transfer in immediately available funds, to an account or accounts as directed by the Sellers, provided that the Sellers will designate such account or accounts no later than three (3) Business Days prior to the anticipated Final Closing Date; (ii) the Final Closing ▇▇▇▇ of Sale, Assignment and Assumption Agreement, duly executed by the Buyer; (iii) with respect to each Leased Real Property included within the Final Closing Transferred Assets, an Assignment and Assumption of Lease, duly executed by the Buyer and, if necessary, the Buyer’s signature shall be witnessed and/or notarized; and (iv) the other documents and certificates required to be delivered pursuant to Section 7.03(b7.02(b).

Final Closing. At (i) Not less than five (5) Business Days prior to the Final ClosingClosing Date, the Buyer Sellers shall prepare, or cause to be prepared, and will deliver to the Sellers: Buyer (i1) an amount estimated closing statement with respect to the portion of the Business conducted in cash the Final Closing Territory as of the Final Closing Date (the “Estimated Final Closing Cash PaymentStatement”) equal ), signed by an authorized officer of the Sellers (on behalf and in the name of the Sellers), which sets forth solely with respect to the portion of the Business conducted in the Final Closing Territory, (A) the Estimated Final Closing Purchase PriceNet Working Capital Amount, minus (B) (I) the amount of Estimated Final Closing Net Working Capital Surplus, if any, or (II) the Estimated Final Closing Net Working Capital Deficit, if any, plus (C) the amount of Estimated Final Closing Other Third-Party Brand Amount, (D) (I) the Estimated Final Closing Net Working Capital Other Third-Party Brand Surplus, if any, minus or (DII) the amount of the Estimated Final Closing Other Third-Party Brand Deficit, if any, plus (E) the amount of Estimated Final Closing DP Amount, (F) (I) the Estimated Final Closing Other Third-Party Brand DP Surplus, if any, minus or (FII) the amount of the Estimated Final Closing DP Deficit, if any, plus (G) the amount of Estimated Final Closing Residual Transferred Assets Amount, (H) (I) the Estimated Final Closing DP Residual Transferred Assets Surplus, if any, minus or (HII) the amount of the Estimated Final Closing Residual Transferred Assets Deficit, if any, plus (I) the amount of Estimated Final Closing Other Assets and Liabilities Amount, (J) (I) the Estimated Final Closing Residual Transferred Other Assets and Liabilities Surplus, if any, minus or (JII) the amount of the Estimated Final Closing Other Assets and Liabilities Deficit, if any, plus (K) the amount of the Estimated Final Closing Other Assets and Liabilities Surplus, if any, minus (L) the Estimated Final Closing Retained Assets Amount, plus (ML) the Estimated Final Closing Retained Liabilities Amount, by wire transfer and (2) the unaudited balance sheet with respect to the portion of the Business conducted in immediately available funds, to an account or accounts the Final Closing Territory as directed by of the Business Day that is the Sellers, provided that ’ last accounting day in the Sellers will designate such account or accounts no later than three fiscal month two (32) Business Days months prior to the anticipated fiscal month in which the Final Closing Date;occurs determined consistent with the Agreed Financial Methodology (the “Estimated Final Closing Date Unaudited Balance Sheet”). All estimates set forth in the Estimated Final Closing Statement contemplated by clauses (C), (D), (E) and (F) of the preceding sentence will be based on, and be consistent with, (x) the unaudited statement of income of the Business for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Final Closing and (y) the Agreed Financial Methodology, and such estimates shall be as of the final day of such fiscal year. All other estimates set forth in the Estimated Final Closing Statement will be consistent with the Agreed Financial Methodology and financial information for such fiscal year in a form substantially similar to the 2015 Additional Financial Information, and such estimates shall be based on the Sellers’ data included in the Estimated Final Closing Date Unaudited Balance Sheet. The Sellers hereby agree to conduct a physical inventory count on the Business Day which is the Sellers’ last accounting day in the fiscal month two (2) months prior to the fiscal month in which the Final Closing occurs for the purpose of preparing the Estimated Final Closing Statement. The Sellers shall provide the Buyer with reasonable advance notice of any such physical inventory count, and hereby agree that the Buyer and its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. (ii) The Sellers hereby agree to conduct a physical inventory count on the Final Closing ▇▇▇▇ Date for the purpose of Sale, Assignment preparing the Final Closing Preliminary Amounts Schedule. The Sellers hereby agree that the Buyer and Assumption Agreement, duly executed its Representatives shall be permitted to attend any such physical inventory count conducted by the Sellers at such time and at such places as the Sellers specify. No later than one hundred twenty (120) days following the Final Closing Date, the Sellers will prepare, or cause to be prepared, and will deliver to the Buyer the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule. The Final Closing Preliminary Amounts Schedule will be based on, and consistent with, the Final Closing Financial Information. Upon reasonable prior written notice, the Buyer shall provide the Sellers and their respective Representatives with reasonable access, during normal business hours, to the Buyer;’s Representatives and such books and records as may be reasonably requested by the Sellers and their respective Representatives in order to prepare the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule; provided, however, that (x) such access shall not unreasonably interfere with any of the businesses or operations of the Buyer or any of its Affiliates and (y) the auditors and accountants of the Buyer or any of its Affiliates shall not be obliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (iii) The Buyer shall have one hundred twenty (120) days following receipt of the Final Closing Preliminary Amounts Schedule during which to notify the Sellers of any dispute of any item contained in the Final Closing Preliminary Amounts Schedule, which notice shall set forth in reasonable detail the basis for such dispute (a “Final Closing Notice of Dispute”); provided, that the Final Closing Notice of Dispute may not contain any disputes with respect to each Leased Real Property included within the calculation of the portion of the Final Closing Residual Transferred AssetsAssets Amount attributable to the failure of the Buyer to locate or determine the existence of any Subject Equipment, an Assignment it being understood that all disputes with respect to such matters will be governed by Section 2.10. Upon reasonable prior written notice, the Sellers shall provide the Buyer and Assumption of Leaseits Representatives with reasonable access, duly executed during normal business hours, to the Sellers’ Representatives and such books and records as may be reasonably requested by the Buyer andand its Representatives in order to verify the information contained in the Final Closing Financial Information and the Final Closing Preliminary Amounts Schedule; provided, if necessaryhowever, that (x) such access shall not unreasonably interfere with any of the Buyer’s signature businesses or operations of the Sellers or their Affiliates and (y) the auditors and accountants of the Sellers or any of their Affiliates shall not be witnessed and/or notarized; andobliged to make any work papers available to any Person except in accordance with such auditors’ and accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such auditors or accountants. (iv) If the other documents and certificates required Buyer does not provide the Sellers with a Final Closing Notice of Dispute within such one hundred twenty (120) day period, the Final Closing Preliminary Amounts Schedule prepared by the Sellers shall be deemed to be delivered pursuant the Final Closing Final Amounts Schedule and will be conclusive and binding upon all parties hereto. (v) If the Buyer provides the Sellers with a Final Closing Notice of Dispute within such one hundred twenty (120) day period, the Buyer and the Sellers shall cooperate in good faith to resolve any such dispute as promptly as possible, and upon such resolution, the Final Closing Final Amounts Schedule shall be prepared in accordance with the agreement of the Buyer and the Sellers. If the Buyer and the Sellers are unable to resolve any dispute regarding the Final Closing Preliminary Amounts Schedule within thirty (30) days after the Sellers’ receipt of the Final Closing Notice of Dispute, or such longer period as the Buyer and the Sellers shall mutually agree in writing, such dispute shall be resolved in accordance with Section 7.03(b2.07(d). (vi) The Final Closing Cash Payment shall be adjusted following the Final Closing in accordance with Section 2.07(e).