Common use of Pre-Closing Adjustment Clause in Contracts

Pre-Closing Adjustment. The Seller’s Representative has prepared in good faith and delivered to the Buyer a statement (the “Estimated Closing Statement”) setting forth an estimated, unaudited balance sheet of the Company as of the Effective Time and the following with respect to the Company: (i) good faith estimated calculations of (A) Company Cash (the “Estimated Company Cash”), (B) Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (C) the Banesco Line of Credit Amount (the “Estimated Banesco Line of Credit Amount”), and (D) the Closing Net Working Capital, and (ii) the Initial Promissory Note Amount calculated using the amounts set forth in the Estimated Closing Statement.