Common use of Pre-Closing Adjustment Clause in Contracts

Pre-Closing Adjustment. At least three Business Days prior to the Closing Date, Seller shall prepare and deliver or cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”), setting forth in reasonable detail: (i) a good-faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”); (ii) a good-faith estimate of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iii) a good-faith estimate of Closing Date Cash (the “Estimated Closing Date Cash”); (iv) a list of all Transaction Expenses that remain unpaid as of, or are due in connection with, the Closing and written invoices and wire instructions from each payee of such Transaction Expenses; (v) the Aggregate Ticking Fee, if any; and (vi) a calculation of the Estimated Purchase Price. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement and the Applicable Accounting Principles. Seller agrees to consult with Buyer with respect to the Estimated Closing Statement, and Seller will consider in good faith any of Buyer’s comments to the Estimated Closing Statement; provided that Buyer shall not have any right to delay Closing or the payment of the Estimated Purchase Price as a result of any disagreement with such estimates set forth in the Estimated Closing Statement.

Pre-Closing Adjustment. At least three (3) Business Days prior to the Closing Date, Seller the Sellers shall prepare and deliver or cause to be prepared and delivered to Buyer a statement certified by a duly authorized officer of Domtar (the “Estimated Closing Statement”), setting forth in forth, with reasonable detailsupporting detail with respect to the calculation of such amounts, the Sellers’: (i) a good-good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”); (ii) a good-good faith estimate of Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iii) a good-good faith estimate of Closing Date Cash (the “Estimated Closing Date Cash”); (iv) a list good faith estimate of all Closing Transaction Expenses that remain unpaid as of, or are due in connection with, the (“Estimated Closing Transaction Expenses”) and written invoices and wire instructions from each payee of such Estimated Closing Transaction Expenses; (v) good faith estimate of Closing Retention Payments (“Estimated Closing Retention Payments”) and an estimated Closing Retention Payments Schedule substantially in the Aggregate Ticking Fee, if anyform attached as Exhibit F hereto; and (vi) a calculation of the Estimated Closing Purchase PricePrice (based on the foregoing estimates). The Estimated Closing Statement shall shall, to the extent applicable, be prepared in accordance with the terms of this Agreement and the accounting principles, practices, methodologies set forth in Exhibit A (the “Applicable Accounting Principles”). Seller agrees Prior to consult with the Closing, the Sellers shall review any comments proposed by Buyer and its Representatives that are submitted by Buyer on or before the Business Day immediately preceding the Closing Date with respect to the Estimated Closing Statement, Statement and Seller will consider in good faith any of Buyer’s comments to the Estimated Closing Statement; provided that Buyer shall not have any right to delay Closing or the payment of the Estimated Purchase Price as a result of any disagreement with such estimates set forth in the Estimated Closing Statementappropriate changes thereto.