Common use of Preliminary Closing Statement Clause in Contracts

Preliminary Closing Statement. Not more than sixty (60) days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller a statement (the “Preliminary Closing Statement”), in substantially similar form as the Sample Statement, setting forth a balance sheet of Company, as of the Closing, together with Buyer’s good-faith calculation of each of the following, together with reasonably detailed documentation supporting each calculation: (i) the amount of Cash; (ii) the Adjusted Net Working Capital Amount and the Adjusted Net Working Capital Target, and the amount by which the Adjusted Net Working Capital Amount exceeds, or is less than, the Adjusted Net Working Capital Target, in each case consistent with the methodologies set forth in the Illustrative NWC Calculation and in substantially similar form thereto; (iii) the amount of Indebtedness, together with a breakdown of Paid-Off Indebtedness and Retained Indebtedness; (iv) the amount of Company Transaction Expenses; and (v) the Estimated Seller Proceeds, consistent with the Sample Statement, but based upon Buyer’s good-faith calculation of the component amounts pursuant to this Section 2.04(a). If Buyer fails to timely deliver the Preliminary Closing Statement to Seller pursuant to this Section 2.04(a) (including pursuant to the following clause (y)), Seller shall have the right to elect, by written notice to Buyer, to either (x) determine that the Estimated Closing Statement and the Estimated NWC Statement delivered by Seller at the Closing collectively shall be deemed the Final Closing Statement for all purposes under this Agreement, which determination shall be binding upon the Parties, or (y) require that Buyer deliver the Preliminary Closing Statement to Seller within ten (10) days of Seller’s demand therefor.

Preliminary Closing Statement. Not more later than sixty the third (603rd) days following Business Day prior to the Closing Date, Buyer Seller shall prepare, or cause to be prepared, prepare and deliver to Seller a Buyer an estimated closing statement (the “Preliminary Closing Statement”), in substantially similar form as the Sample Statement, setting forth a balance sheet Seller’s estimated calculations of Company, as of the Closing, together with Buyer’s good-faith calculation of each of the following, together with reasonably detailed documentation supporting each calculation: (i) Net Working Capital (the amount of Cash; “Estimated Net Working Capital”), (ii) Acquired Group Indebtedness (the Adjusted Net Working Capital Amount “Estimated Acquired Group Indebtedness”), (iii) Transaction Expenses (the “Estimated Transaction Expenses”), (iv) Closing Cash (the “Estimated Closing Cash”), (v) Company Bonus Payments (“Estimated Company Bonus Payments”)” and (vi) based on the Adjusted Net Working Capital Target, and the amount by which the Adjusted Net Working Capital Amount exceeds, or is less than, the Adjusted Net Working Capital Target, in each case consistent with the methodologies estimates set forth in the Illustrative NWC Calculation and in substantially similar form thereto; clauses (iiii) the amount of Indebtedness, together with a breakdown of Paid-Off Indebtedness and Retained Indebtedness; (iv) the amount of Company Transaction Expenses; and through (v) ), the Estimated Seller Proceeds, consistent resulting Closing Date Consideration. The Preliminary Closing Statement is to be prepared in accordance with the Sample defined terms herein and, in the case of Estimated Net Working Capital, the principles set forth on Exhibit C (the “Accounting Principles”). Following delivery of the Preliminary Closing Statement, but based upon Buyer’s good-faith calculation to the extent reasonably requested by ▇▇▇▇▇, Seller shall (A) subject to Section 2.05(c), make its Representatives that participated in the preparation of the component amounts pursuant to this Section 2.04(a). If Buyer fails to timely deliver the Preliminary Closing Statement reasonably available to Seller pursuant Buyer to this Section 2.04(a) (including pursuant to discuss the following clause (y)), Seller shall have the right to elect, by written notice to Buyer, to either (x) determine that the Estimated Preliminary Closing Statement and (B) consider any reasonable comments provided by Buyer in good faith based on Buyer’s review of the Estimated NWC Preliminary Closing Statement and such documentation; provided, that, if there is a dispute over the Preliminary Closing Statement or any component thereof, the Preliminary Closing Statement delivered by Seller at shall govern and the Closing collectively shall be deemed the Final Closing Statement for all purposes under this Agreement, which determination shall be binding upon the Parties, or (y) require that obligation of Seller to consider such reasonable comments of Buyer deliver regarding the Preliminary Closing Statement to shall in no event require that Seller within ten (10) days of Seller’s demand thereforor the Acquired Group revise the Preliminary Closing Statement or any component thereof or that the contemplated Closing Date be postponed or otherwise delayed.

Preliminary Closing Statement. Not more than sixty (60) Within 120 days following the Closing Date, Buyer shall prepare, Parent will deliver or cause to be prepared, and deliver delivered to Seller the Securityholders’ Representative a written statement in a manner consistent with the Sample Closing Statement (the “Preliminary Closing Statement”), in substantially similar form as the Sample Statement, ) setting forth a balance sheet of Company, as of the Closing, together with Buyerin reasonable detail Parent’s good-good faith calculation of each of the following, together with reasonably detailed documentation supporting each calculationof: (i) the amount of CashClosing Date Net Working Capital and the resulting Closing Date Net Working Capital Adjustment; (ii) the Adjusted Net Working Capital Amount and the Adjusted Net Working Capital Target, and the amount by which the Adjusted Net Working Capital Amount exceeds, or is less than, the Adjusted Net Working Capital Target, in each case consistent with the methodologies set forth in the Illustrative NWC Calculation and in substantially similar form theretoClosing Date Cash; (iii) the amount of Indebtedness, together with a breakdown of Paid-Off Indebtedness and Retained IndebtednessClosing Date Company Debt; (iv) the amount of Closing Date Company Transaction Expenses; and (v) the Estimated Seller ProceedsClosing Date Funded CapEx; (vi) the Closing Date Unfunded CapEx; and (vii) the resulting proposed Total Merger Consideration and Per Share Merger Consideration derived from the foregoing clauses (i) through (vi). The Preliminary Closing Statement will not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the Transactions, consistent with including the Sample StatementMerger, but based upon Buyer’s good-faith or arising from any act, decision or event occurring after the Closing. The parties agree that in determining the components of Closing Date Net Working Capital, the parties will not permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies than those used in the calculation of the component amounts pursuant to this Section 2.04(aTarget Amount without the written consent of the other party (which consent will not be unreasonably withheld, conditioned or delayed). If Buyer fails The Securityholders’ Representative will have the opportunity to timely deliver review the Preliminary Closing Statement until 11:59 p.m. on the date that is 45 days following the Securityholders’ Representative’s receipt thereof (the “Review Period”). During the Review Period, upon the Securityholders’ Representative’s reasonable request, Parent will provide, during normal business hours and in such a manner as not to Seller pursuant to this Section 2.04(a) (including pursuant unreasonably interfere with the normal business operations of Parent, reasonable access to the following clause Securityholders’ Representative and its representatives to (y))i) all documents and information used in preparing the Preliminary Closing Statement, Seller and all other documents and information reasonably requested by the Securityholders’ Representative to verify or recalculate the items set forth on the Preliminary Closing Statement, and (ii) members of its accounting and financial staff and outside accountants (subject to the execution of customary work paper access letters if requested) who worked on the Preliminary Closing Statement. Any information shared with the Securityholders’ Representative will be subject to the provisions of the Confidentiality Agreement, and neither Parent nor the Company shall have the right any obligation to electprovide information or access to information, by written notice materials or persons if doing so could reasonably be expected to Buyer, to either (x) determine that result in the Estimated Closing Statement and waiver of any attorney-client privilege or the Estimated NWC Statement delivered by Seller at the Closing collectively shall be deemed the Final Closing Statement for all purposes under this Agreement, which determination shall be binding upon the Parties, disclosure of any trade secrets or (y) require violate any Law or the terms of any applicable contract to which the Company or any of its Affiliates is party. The Preliminary Closing Statement will become final, conclusive and binding on the parties unless, prior to the end of the Review Period, the Securityholders’ Representative notifies Parent in writing of any objections thereto (an “Objection Notice”), identifying in reasonable detail the disputed items, the estimated amounts of the disputed items if then reasonably determinable and the basic facts underlying such objections; provided, that Buyer deliver (A) any such objections will only be made on the basis that the amounts set forth in the Preliminary Closing Statement resulted from manifest, mathematical or clerical error or were not determined in accordance with the definitions of Closing Date Cash, Closing Date Company Debt, Closing Date Net Working Capital, Closing Date Funded CapEx, Closing Date Unfunded CapEx and Closing Date Company Transaction Expenses set forth in this Agreement and (B) no objection will be made with respect to Seller within ten an Inventory Count, which shall be resolved in accordance with Section 4.17(b). If the Securityholders’ Representative timely delivers an Objection Notice to Parent, Parent and the Securityholders’ Representative will negotiate in good faith for a period of thirty (1030) days (or such longer period as they may agree) in an effort to resolve such objections. If Parent and the Securityholders’ Representative resolve some or all of Seller’s demand thereforsuch objections within that time period, they will document their resolution in writing, and such resolution will be final, conclusive and binding on the parties solely with respect to the resolved matters. If Parent and the Securityholders’ Representative are unable to resolve all objections within the allowed time period, either Parent or the Securityholders’ Representative may refer the matters still in dispute for resolution as provided in Section 1.9(b).

Preliminary Closing Statement. Not more than sixty At least four (604) days following Business Days prior to the Closing Date, Buyer the Company shall preparedeliver to Buyer, (i) a statement containing the Company’s good faith estimate of the Closing Consideration and each of the components listed in the definition thereof (the “Estimated Closing Consideration”), including (A) Closing Working Capital and the resulting Working Capital Overage or cause to be preparedWorking Capital Underage, (B) Closing Indebtedness, (C) Closing Cash, and deliver (D) the Seller Expenses, including an itemized list thereof specifying the amount of each such Seller Expense, in each case, calculated in accordance with the Balance Sheet Rules (clauses (A) through (D), the “Closing Consideration Elements”, and such statement pursuant to Seller a statement this subsection (i), the “Preliminary Closing Statement”), in substantially similar form as (ii) a statement containing the Sample StatementCompany’s good faith calculations of (A) the Closing Company Incentive Equity Consideration, setting forth a balance sheet of Company, as of the Closing, together with Buyer’s good-faith calculation of each of the following, together with reasonably detailed documentation supporting each calculation: (iB) the amount of Cash; Closing Consideration payable to Seller pursuant to Section 2.2(b)(ii), (D) the Pro Rata Share of Seller, (E) the Post-Closing Escrow Amount (including the amount of Post-Closing Payments and the Closing Incentive Equity Employer Taxes) and (F) the aggregate amount to be paid to Seller from the Adjustment Escrow Amount (assuming full release thereof) and (iii) a statement setting forth the following (A) in respect of each Company Award Holder: the name and, based on the internal records of the Company, email address and mailing address of each Company Award Holder, (B) the Company’s good faith calculation of the following in respect of each Company Award Holder: (u) the number of Vested Company Incentive Equity held by each Company Award Holder, the Pro Rata Share in respect of each Company Award Holder, (x) the aggregate amount of Closing Company Incentive Equity Consideration to be paid by the Company to each Company Award Holder in accordance with Section 2.4(a)(i) and Section 2.4(c)(i)(A), and (y) the aggregate amount to be paid to each Company Award Holder from the Adjustment Escrow Amount (assuming full release thereof), (the statements delivered pursuant to subsections (ii) and (iii) hereof, the Adjusted Net Working Capital Amount “Payment Schedule”). Prior to the Closing, the Company shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access to the Business Records of the Company Group for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Company’s calculation of the Closing Consideration, the Closing Consideration Elements and Payment Schedule; provided, however, that such reasonable access shall be (i) at Buyer’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a manner that does not unreasonably interfere with the normal business operations of the Company Group or its Affiliates. The Company shall consider in good faith any suggested revisions from Buyer to the Preliminary Closing Statement and the Adjusted Net Working Capital TargetPayment Schedule and to the extent the Company agrees in its discretion to any such revisions suggested by ▇▇▇▇▇, Company shall deliver to Buyer a revised Preliminary Closing Statement and Payment Schedule reflecting such revisions, which revised Preliminary Closing Statement and Payment Schedule shall be deemed to have been delivered at the time Company delivered the initial Preliminary Closing Statement and Payment Schedule. In the event of any disagreement between Buyer and the Company with respect to the Preliminary Closing Statement or Payment Schedule, in no event will such disagreement delay the Closing, and the amount by which Company’s calculation will be used to determine the Adjusted Net Working Capital Amount exceeds, or is less than, Estimated Closing Consideration and each of the Adjusted Net Working Capital Target, in each case consistent with the methodologies details and amounts set forth in the Illustrative NWC Calculation and in substantially similar form thereto; (iii) the amount of Indebtedness, together with a breakdown of Paid-Off Indebtedness and Retained Indebtedness; (iv) the amount of Company Transaction Expenses; and (v) the Estimated Seller Proceeds, consistent with the Sample Statement, but based upon Buyer’s good-faith calculation of the component amounts pursuant to this Section 2.04(a). If Buyer fails to timely deliver the Preliminary Closing Statement to Seller pursuant to this Section 2.04(a) (including pursuant to the following clause (y)), Seller shall have the right to elect, by written notice to Buyer, to either (x) determine that the Estimated Closing Statement and the Estimated NWC Statement delivered by Seller at the Closing collectively shall be deemed the Final Closing Statement for all purposes under this Agreement, which determination shall be binding upon the Parties, or (y) require that Buyer deliver the Preliminary Closing Statement to Seller within ten (10) days of Seller’s demand thereforPayment Schedule.

Preliminary Closing Statement. Not more than sixty At least four (604) days following Business Days prior to the Closing Date, Buyer the Company shall prepare, or cause to be prepared, prepare and deliver to Seller Buyer an unaudited balance sheet of the Company prepared in good faith by the Company on an estimated basis as of the Adjustment Time, without giving effect to the Closing or the Transaction (the “Estimated Closing Balance Sheet”). Together with the Estimated Closing Balance Sheet (and based thereon to the extent applicable), the Company shall deliver to Buyer a statement (the “Preliminary Closing Statement”), in substantially similar form as signed and attested to by the Sample Statement, setting forth a balance sheet chief financial officer of the Company, as of certifying the Closing, together with BuyerCompany’s good-good faith calculation of each of the following, together with reasonably detailed documentation supporting each calculation: and estimate or computation (including all calculations in reasonable detail) of: (i) the amount of Cash; Closing Cash and Cash Equivalents (the “Estimated Cash and Cash Equivalents”); (ii) the Adjusted Net Working Capital Amount and Adjustment (the Adjusted “Estimated Net Working Capital Target, and the amount by which the Adjusted Net Working Capital Amount exceeds, or is less than, the Adjusted Net Working Capital Target, in each case consistent with the methodologies set forth in the Illustrative NWC Calculation and in substantially similar form thereto; Adjustment”); (iii) the amount of IndebtednessUnpaid Seller Expenses (the “Estimated Unpaid Seller Expenses”), together with a breakdown final invoice or pay-off letter from each applicable third party payee to whom Unpaid Seller Expenses will be owing as of Paid-Off Indebtedness and Retained Indebtedness; the Closing; (iv) the aggregate amount of Company Transaction Expenses; and Closing Indebtedness (the “Estimated Closing Indebtedness”), together with a spreadsheet showing the amount of such Closing Indebtedness owing to each creditor thereof; (v) the aggregate amount of Unpaid Taxes (the “Estimated Seller ProceedsUnpaid Taxes”); (vi) the aggregate amount of all Closing Payroll Taxes, consistent together with a spreadsheet showing the amount thereof to be paid to the applicable Tax Authorities with respect to each Optionholder, including information about which payments to Optionholders are subject to withholding and payroll Taxes; and (vii) using the amounts referred to in clauses (i) through (vi), the Estimated Closing Purchase Price and the Per Share Closing Purchase Price. The Estimated Closing Balance Sheet and the Preliminary Closing Statement, and each element of the Preliminary Closing Statement, shall be prepared in accordance with the Sample Accounting Principles and shall be accompanied by reasonable supporting detail. Buyer shall be entitled to comment on and request reasonable changes to the Estimated Closing Balance Sheet or Preliminary Closing Statement, but based upon Buyer’s good-and the Company shall provide Buyer and its representatives access to information that Buyer reasonably requests relating to the Estimated Closing Balance Sheet, Preliminary Closing Statement or the preparation thereof. The Company shall consider in good faith calculation of the component amounts pursuant any changes Buyer proposes to this Section 2.04(a). If Buyer fails to timely deliver the Preliminary Closing Statement to Seller pursuant to this Section 2.04(a) (including pursuant to the following clause (y))and shall revise such statement if, Seller shall have the right to electbased on their good faith assessment, by written notice to Buyer, to either (x) determine that the Estimated Closing Statement and the Estimated NWC Statement delivered by Seller at the Closing collectively shall be deemed the Final Closing Statement for all purposes under this Agreement, which determination shall be binding upon the Parties, or (y) require that such changes are warranted. Buyer deliver may accept the Preliminary Closing Statement without waiving its rights to Seller within ten (10) days of Seller’s demand thereforchallenge such position pursuant to Section 1.4(i).

Preliminary Closing Statement. Not more than sixty At least five (605) days following Business Days prior to the Closing Date, Buyer Seller shall prepare, or cause to be prepared, prepare and deliver to Buyer an unaudited balance sheet of the Transferred Assets and Assumed Liabilities prepared in good faith by Seller on an estimated basis as of the Adjustment Time (the “Estimated Closing Balance Sheet”). Together with the Estimated Closing Balance Sheet (and based thereon to the extent applicable), Seller shall deliver to Buyer a statement (the “Preliminary Closing Statement”), in substantially similar form as signed and attested to by the Sample Statementchief financial officer of Seller, setting forth a balance sheet of Company, as of the Closing, together with Buyercertifying Seller’s good-good faith calculation of each of the following, together with reasonably detailed documentation supporting each calculation: and estimate or computation (including all calculations in reasonable detail) of: (i) the amount of Cash; Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), and (ii) the Adjusted Net Working Capital Amount Estimated Purchase Price. The Estimated Closing Balance Sheet and the Adjusted Net Working Capital TargetPreliminary Closing Statement, and each element of the amount by which the Adjusted Net Working Capital Amount exceedsPreliminary Closing Statement, or is less than, the Adjusted Net Working Capital Target, shall be prepared in each case consistent accordance with the methodologies set forth in the Illustrative NWC Calculation Accounting Principles and in substantially similar form thereto; (iii) the amount of Indebtedness, together with a breakdown of Paid-Off Indebtedness be accompanied by reasonable supporting detail. Buyer shall be entitled to comment on and Retained Indebtedness; (iv) the amount of Company Transaction Expenses; and (v) request reasonable changes to the Estimated Seller Proceeds, consistent with the Sample Closing Balance Sheet or Preliminary Closing Statement, but based upon Buyer’s good-and Seller shall provide Buyer and its representatives access to information that Buyer reasonably requests relating to the Estimated Closing Balance Sheet or Preliminary Closing Statement and the preparation thereof. Seller shall consider in good faith calculation of the component amounts pursuant any changes Buyer proposes to this Section 2.04(a). If Buyer fails to timely deliver the Preliminary Closing Statement to Seller pursuant to this Section 2.04(a) (including pursuant to the following clause (y))and revise such statement if, Seller shall have the right to electbased on its good faith assessment, by written notice to Buyer, to either (x) determine that the Estimated Closing Statement and the Estimated NWC Statement delivered by Seller at the Closing collectively shall be deemed the Final Closing Statement for all purposes under this Agreement, which determination shall be binding upon the Parties, or (y) require that such changes are warranted. Buyer deliver may accept the Preliminary Closing Statement without waiving its rights to Seller within ten (10) days of Seller’s demand thereforchallenge such position pursuant to Section 2.7(d).

Preliminary Closing Statement. Not more than sixty (60) days following the The Final Closing Date, Statement shall be prepared by Buyer in good faith and shall prepare, or cause be certified by Buyer to be prepared, and deliver to Seller a statement (the “Preliminary Closing Statement”), in substantially similar form as the Sample Statement, setting forth a balance sheet of Companybe, as of the Closingdate prepared, together with Buyer’s good-its good faith calculation estimate of each Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment, the debt adjustment calculated pursuant to Section 2.3(c) and Cash Consideration, as so adjusted, as applicable. Buyer shall allow Seller and its agents access, upon reasonable prior notice, at all reasonable times after the Closing Date to copies of the followingbooks, together with records and accounts of the Companies and promptly make available to Seller such information as Seller reasonably detailed documentation supporting each calculation: requests to allow Seller to examine the accuracy of the Final Closing Statement. Within thirty (i30) days after the amount of Cash; (ii) date that the Adjusted Net Working Capital Amount Final Closing Statement is delivered by Buyer to Seller, Seller shall complete its examination thereof and the Adjusted Net Working Capital Target, and the amount by which the Adjusted Net Working Capital Amount exceeds, or is less than, the Adjusted Net Working Capital Target, in each case consistent with the methodologies may deliver to Buyer a written report setting forth any proposed adjustments to any amounts set forth in the Illustrative NWC Calculation and Final Closing Statement; provided, however, that if Buyer does not comply with its obligations pursuant to the preceding sentence, such thirty (30) day period shall run from the day after the date on which Buyer complies with such obligations; provided, further, however, that if Buyer does not comply with its obligations pursuant to the preceding sentence within thirty (30) days after Seller has made any such request for access, there shall be no adjustment in substantially similar form thereto; (iii) the amount favor of Indebtedness, together with a breakdown of Paid-Off Indebtedness and Retained Indebtedness; (iv) the amount of Company Transaction Expenses; and (v) the Estimated Seller Proceeds, consistent with the Sample Statement, but based upon Buyer’s good-faith calculation of the component amounts Buyer pursuant to this Section 2.04(a)2.5. To the extent that Buyer does not provide to Seller the Final Closing Statement within ninety (90) days after the Closing Date in accordance with this Section 2.5, Buyer shall have no right to raise further adjustments in its favor. After submission of the Final Closing Statement, Buyer shall have no right to raise further adjustments in its favor and after submission of Seller's report of any proposed adjustments, Seller shall have no right to raise further adjustments in its favor. If Seller notifies Buyer of its acceptance of the amounts set forth in the Final Closing Statement, or if Seller fails to timely deliver its report of any proposed adjustments within the Preliminary period specified in the second preceding sentence, the amounts set forth in the Final Closing Statement shall be conclusive, final and binding on the parties as of the last day of such period. Buyer and Seller shall use good faith efforts to resolve any dispute involving the amounts set forth in the Final Closing Statement. If Seller and Buyer fail to agree on any amount set forth in the Final Closing Statement within fifteen (15) days after Buyer receives Seller's report pursuant to this Section 2.04(a2.5, (a) then the parties shall retain a "Big Five" national independent accounting firm reasonably acceptable to Buyer and Seller (including the "Post-Closing Referee") to make the final determination, under the terms of this Agreement, of any amounts under dispute. The Post-Closing Referee shall endeavor to resolve the dispute as promptly as practicable and the Post-Closing Referee's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction; provided that in no event shall such resolution result in (i) amounts less than the amounts therefor (in the case of liabilities) or more than the amounts therefor (in the case of assets) set forth in Seller's written report pursuant to this Section 2.5(a) or (ii) amounts greater than the following clause amounts therefor (y)), Seller shall have in the right to elect, by written notice to Buyer, to either case of liabilities) or less than the amounts therefor (xin the case of assets) determine that the Estimated Closing Statement and the Estimated NWC Statement delivered by Seller at the Closing collectively shall be deemed set forth in the Final Closing Statement for all purposes under Statement. The costs and expenses of the Post-Closing Referee and its services rendered pursuant to this Agreement, which determination Section 2.5 shall be binding upon the Parties, or (y) require that borne one-half by Buyer deliver the Preliminary Closing Statement to Seller within ten (10) days of and one-half by Seller’s demand therefor.

Preliminary Closing Statement. Not more later than sixty four (604) days following Business Days prior to the Closing Date, Buyer Seller shall prepare, or cause to be prepared, and deliver to Seller Buyer a written statement (the “Preliminary Closing Statement”) setting forth, with reasonable detail and supporting documentation, (a) Seller’s good-faith estimate of (i) Closing Indebtedness (“Estimated Closing Indebtedness”), (ii) Closing Net Working Capital (“Estimated Closing Net Working Capital”) and (iii) Seller Expenses (“Estimated Seller Expenses”); (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount; and (c) on the basis of the foregoing, Seller’s calculation of the Estimated Closing Purchase Price; in substantially similar form as each case, which shall be calculated in accordance with this Agreement. Prior to the Sample Closing Date, Seller agrees to consult with Buyer, at Buyer’s request, with respect to the Preliminary Closing Statement, setting forth a balance sheet and Seller will consider in good faith any of Company, as of the Closing, together with Buyer’s good-faith calculation of each of comments and input to the followingPreliminary Closing Statement; provided, together with reasonably detailed documentation supporting each calculation: that (iA) the amount of Cash; (ii) the Adjusted Net Working Capital Amount and the Adjusted Net Working Capital Target, and the amount by which the Adjusted Net Working Capital Amount exceeds, or is less than, the Adjusted Net Working Capital Target, in each case consistent with the methodologies set forth in the Illustrative NWC Calculation and in substantially similar form thereto; (iii) the amount of Indebtedness, together with a breakdown of Paid-Off Indebtedness and Retained Indebtedness; (iv) the amount of Company Transaction Expenses; and (v) the Estimated Seller Proceeds, consistent with the Sample Statement, but based upon Buyer’s good-faith calculation of the component amounts pursuant to this Section 2.04(a). If Buyer fails to timely deliver the Preliminary Closing Statement provided by Seller to Seller pursuant Buyer (together with any changes agreed to this Section 2.04(ain writing by the Parties) (including pursuant to will serve as the following clause (y)), Seller shall have the right to elect, by written notice to Buyer, to either (x) determine that basis for determining the Estimated Closing Statement Purchase Price and the Estimated NWC Statement delivered by Seller at (B) in no event will Buyer’s rights hereunder be considered waived, modified or otherwise limited for failure to comment prior to the Closing collectively shall be deemed or making any comment that is not fully implemented prior to the Final Closing Statement for all purposes under this Agreement, which determination shall be binding upon the Parties, or (y) require that Buyer deliver the Preliminary Closing Statement to Seller within ten (10) days of Seller’s demand thereforClosing.

Preliminary Closing Statement. Not more than sixty seventy-five (6075) days following the Closing Date, Buyer shall prepare, or cause to be prepared, and deliver to Seller a statement (the “Preliminary Closing Statement”), in substantially similar form as the Sample Statement, ) setting forth a balance sheet of Company, as of the Closing, together with Buyer’s good-faith calculation of each of the following, together with reasonably detailed documentation supporting each calculation: (i) the amount of CashCash as of immediately prior to the Effective Time (the “Preliminary Cash Amount”); (iii) the amount of Adjusted Net Working Capital as of immediately prior to the Effective Time (the “Preliminary Adjusted Net Working Capital Amount”); (i) the aggregate amount of all Polycom Indebtedness outstanding and unpaid as of immediately prior to the Effective Time (the “Preliminary Indebtedness Amount”), including a breakdown of the aggregate amount of all Paid-Off Indebtedness outstanding and unpaid as of immediately prior to the Effective Time (the “Preliminary Paid-Off Indebtedness Amount”) and the aggregate amount of all Retained Indebtedness outstanding and unpaid as of immediately prior to the Effective Time (the “Preliminary Retained Indebtedness Amount”); and (i) the aggregate amount of all Polycom Transaction Expenses outstanding and unpaid as of immediately prior to the Effective Time (the “Preliminary Polycom Transaction Expense Amount”). The Preliminary Closing Statement shall also set forth Buyer’s calculation of the amount of the “Preliminary Closing Date Cash Purchase Price”, which shall be equal to the sum of (A) the Base Cash Purchase Price, plus (B) the Preliminary Cash Amount, plus (C) the amount, if any, by which the Preliminary Adjusted Net Working Capital Amount and exceeds the Upper Adjusted Net Working Capital Target or minus (D) the amount, if any, by which the Preliminary Adjusted Net Working Capital Amount is less than the Lower Adjusted Net Working Capital Target, and the amount by which the Adjusted Net Working Capital Amount exceeds, or is less than, the Adjusted Net Working Capital Target, in each case consistent with the methodologies set forth in the Illustrative NWC Calculation and in substantially similar form thereto; minus (iiiE) the amount of IndebtednessPreliminary Indebtedness Amount, together with a breakdown of Paid-Off Indebtedness and Retained Indebtedness; minus (ivF) the amount of Company Preliminary Polycom Transaction Expenses; and (v) the Estimated Seller Proceeds, consistent with the Sample Statement, but based upon Buyer’s good-faith calculation of the component amounts pursuant to this Section 2.04(a). If Buyer fails to timely deliver the Preliminary Closing Statement to Seller pursuant to this Section 2.04(a) (including pursuant to the following clause (y)), Seller shall have the right to elect, by written notice to Buyer, to either (x) determine that the Estimated Closing Statement and the Estimated NWC Statement delivered by Seller at the Closing collectively shall be deemed the Final Closing Statement for all purposes under this Agreement, which determination shall be binding upon the Parties, or (y) require that Buyer deliver the Preliminary Closing Statement to Seller within ten (10) days of Seller’s demand thereforExpense Amount.

Preliminary Closing Statement. Not more than sixty Seller shall cause the Manager or the Hotel accounting staff (60“Seller’s Accountant”) days following to make such inventories, and examinations of the Closing DateHotel, Buyer and of the books and records of the Hotel as the Parties may reasonably deem necessary to make the required adjustments and Prorations to the Purchase Price as set forth in Sections 11.2 and 11.3 or any other provisions of this Agreement. Purchaser or its designated representative shall prepare, or cause be allowed to be preparedpresent at such inventories, and examinations. Based upon such inventories, and examinations, Seller’s Accountant shall prepare and deliver to Seller the Parties on a Business Day not later than three (3) days prior to the Closing Date a preliminary closing statement (the “Preliminary Closing Statement”), in substantially similar form which shall contain Prorations as of 11:59 p.m. (Central Time) on the Sample Statement, setting forth a balance sheet day prior to the Closing Date (the “Cut-Off Time”). The Preliminary Closing Statement shall contain Seller’s Accountant’s best estimate of Company, the amounts of the items required to be prorated and adjusted pursuant to this Agreement between Seller and Purchaser as of the Closing, together with Buyer’s good-faith calculation of each of the following, together with reasonably detailed documentation supporting each calculation: (i) the amount of Cash; (ii) the Adjusted Net Working Capital Amount and the Adjusted Net Working Capital Target, and the amount by which the Adjusted Net Working Capital Amount exceeds, or is less than, the Adjusted Net Working Capital Target, in each case consistent with the methodologies set forth in the Illustrative NWC Calculation and in substantially similar form thereto; (iii) the amount of Indebtedness, together with a breakdown of PaidCut-Off Indebtedness and Retained Indebtedness; (iv) the amount Time. Following its receipt of Company Transaction Expenses; and (v) the Estimated Seller Proceeds, consistent with the Sample Statement, but based upon Buyer’s good-faith calculation of the component amounts pursuant to this Section 2.04(a). If Buyer fails to timely deliver the Preliminary Closing Statement to Seller pursuant to this Section 2.04(a) (including pursuant to Statement, Purchaser shall review the following clause (y)), Seller shall have the right to elect, by written notice to Buyer, to either (x) determine that the Estimated Proposed Closing Statement and shall discuss with Seller’s Accountant any items which Purchaser may reasonably dispute. Seller and Purchaser shall prepare a final closing statement (the Estimated NWC Statement delivered “Final Closing Statement”) reflecting the agreed upon items in the Preliminary Closing Statement, subject, to any adjustments made by Seller at and Purchaser relating to the Closing collectively shall be deemed counts and calculations made in the three (3) days prior to Closing, but excluding any disputed items. The prorations referenced in the Final Closing Statement shall be the basis upon which the prorations and adjustments provided for all purposes under this Agreement, which determination Agreement shall be binding upon the Parties, or (y) require that Buyer deliver the Preliminary Closing Statement to Seller within ten (10) days of Seller’s demand thereformade at Closing.