Adjustment to the Estimated Merger Consideration. (a) At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Buyer a good faith estimate (the “Estimated Closing Statement”) of (i) Closing Working Capital (the “Working Capital Estimate”) and the resulting Working Capital Overage or Working Capital Underage, (ii) the amount of Assumed Indebtedness (the “Estimated Assumed Indebtedness Amount”), (iii) the amount of Closing Cash (the “Estimated Closing Cash”) and (iv) the Credit Facility Payoff Amount, in each case, prepared in accordance with the Balance Sheet Rules, if applicable, and this Agreement. The Company shall reasonably consult with the Buyer prior to the delivery of the Estimated Closing Statement.
Adjustment to the Estimated Merger Consideration. (a) On or prior to the Closing Date, the Company shall deliver to the Buyer a good faith estimate (the “Estimated Closing Statement”) of the Merger Consideration Components, including (i) Closing Working Capital Adjustment Amount (the “Estimated Working Capital Adjustment Amount”), (ii) the amount of Assumed Indebtedness (the “Estimated Assumed Indebtedness Amount”), (iii) the amount of Closing Cash (the “Estimated Closing Cash Amount”), and (iv) the amount of Closing Company Expenses, including an itemized list thereof specifying the amount of each Closing Company Expense (the “Estimated Closing Company Expenses”), in each case, prepared in accordance with the Balance Sheet Rules, if applicable, and this Agreement and in a manner consistent with the sample calculation set forth in Exhibit G attached hereto. The Company shall reasonably consult with the Buyer prior to the delivery of the Estimated Closing Statement and the Company shall consider in good faith any revisions proposed by the Buyer to the calculations set forth in the Estimated Closing Statement during such consultation between the Company and the Buyer, and to the extent the Company agrees with any such revisions, the Estimated Closing Statement shall be modified to reflect such revisions; provided, however, that the Company and the Securityholder Representative acknowledge and agree that the Buyer shall not be deemed to have agreed to any of the amounts or calculations set forth in the Estimated Closing Statement or the calculation of each Merger Consideration Component therein by virtue of having proposed any revisions (whether or not accepted) pursuant to the foregoing and the use of such Estimated Closing Statement (whether it includes any revisions proposed by the Buyer or not) shall not in any way prejudice the Buyer’s right to disagree with, dispute or change any amount or Merger Consideration Component in the Statement delivered by the Buyer pursuant to Section 3.5(b). For the avoidance of doubt, any failure of the Buyer to raise any objection or dispute with respect to the Estimated Closing Statement shall not in any way prejudice the Buyer’s right to disagree with, dispute or change any amount or Merger Consideration Component in the Statement delivered by the Buyer pursuant to Section 3.5(b).
Adjustment to the Estimated Merger Consideration
