Common use of Adjustment Procedures Clause in Contracts

Adjustment Procedures. (a) Not later than 10 Business Days prior to the Closing Date, (i) Hippo shall submit to Rhino a certificate (the “HippoRx Estimate Certificate”) of an authorized officer of Hippo setting forth its good faith estimate of the HippoRx Working Capital (the “Estimated HippoRx Working Capital”) and (ii) Rhino shall submit to Hippo a certificate (the “RhinoRx Estimate Certificate”) of an authorized officer of Rhino setting forth its good faith estimate of the RhinoRx Working Capital (the “Estimated RhinoRx Working Capital”). The amounts set forth on the HippoRx Estimate Certificate and the RhinoRx Estimate Certificate, as the case may be, shall be calculated in accordance with GAAP on a basis consistent with the applicable audited financial statements in the Registration Statement and shall be accompanied by appropriate information and documentation in reasonable detail supporting the calculations of the Estimated HippoRx Working Capital and the Estimated RhinoRx Working Capital, as the case may be.