Common use of Closing Calculations Clause in Contracts

Closing Calculations. Not less than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Parent a statement setting forth (a) an estimated consolidated balance sheet of the Group Companies as of the Reference Time, (b) a good faith calculation of the Company’s estimate of Cash (the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”) and Transaction Expenses (“Estimated Transaction Expenses”), (c) Tax Savings (the “Estimated Tax Savings”) and (d) the Closing Cash Consideration, the Closing Payment Amount and the aggregate Closing Option Consideration (the “Estimated Closing Statement”). The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and the Company will consider in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, the Accounting Principles and the Reference Statement.

Closing Calculations. Not less than three (3) five Business Days prior to the anticipated Closing DateDate (or such shorter period of time as agreed to by Parent), the Company shall prepare and deliver to the Parent a statement (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Group Companies as of the Reference Time, (b) a good faith calculation of the Company’s estimate of Closing Cash (the “Estimated Cash”), Surplus Amount (the “Estimated Surplus Amount”), Company Indebtedness (the “Estimated Company Indebtedness”), Closing Net Working Capital (the “Estimated Net Working Capital”), Transaction Tax Benefits (the “Estimated Transaction Tax Benefits”) and Company Transaction Expenses (“Estimated Transaction Expenses”), each as of the Adjustment Time, and in each case with reasonable documentation, (b) based thereon, the Closing Merger Consideration and the aggregate Per Option Closing Merger Consideration, and (c) Tax Savings (the “Estimated Tax Savings”) and (d) the Closing Cash Consideration, the Closing Payment Amount and the aggregate Closing Option Consideration (the “Estimated Closing Statement”). The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and the Company will consider in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesa duly completed Allocation Schedule. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the definitions set forth in this Agreement, the Accounting Principles and the Reference StatementSAP Accounting Principles, as applicable, and (i) in the case of the Estimated Net Working Capital, in a manner consistent with the Working Capital Schedule in Exhibit A, (ii) in the case of the Estimated Transaction Tax Benefits, in a manner consistent with the example set forth on Exhibit C and (iii) in the case of the Estimated Surplus Amount, in a manner consistent with the example set forth on Exhibit D. The Company shall provide Parent with a reasonable opportunity to review and comment on the Estimated Closing Statement and the components thereof and the Company shall consider in good faith any reasonable comments made in good faith that Parent provides and delivers to the Company in writing no later than the Business Day immediately prior to the Closing Date. To the extent that the Company accepts (in its sole and absolute discretion) any such reasonable comments, the Company shall deliver a revised Estimated Closing Statement to Parent prior to the Closing Date reflecting such accepted comments, which shall be the Estimated Closing Statement for purposes of this Agreement. In the event that (A) Parent does not deliver a written notice of its comments no later than the Business Day immediately prior to the Closing Date, or (B) the Company does not agree with any of the proposed comments by Parent in such notice, then the Estimated Closing Statement delivered by the Company shall be the Estimated Closing Statement for purposes of this Agreement.

Closing Calculations. Not less later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Parent Purchaser a statement setting forth (a) an estimated consolidated balance sheet of the Group Companies as of the Reference Time, (b) a good faith calculation of the Company’s estimate of Cash (the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”) and Transaction Expenses (“Estimated Transaction Expenses”), (c) Tax Savings (the “Estimated Tax Savings”) and (d) the Closing Cash Consideration, the Closing Payment Amount and the aggregate Closing Option Consideration (the “Estimated Closing Statement”). The Parent , prepared in good faith, attaching the consolidated balance sheet of the Company and its Subsidiaries as of the Reference Time (which may submit any objections in writing be based on draft financial statements and/or good faith estimates if the final financial statements for the month ended as of the Reference Time have not yet been prepared at such time), and setting forth the Book Value and Company Transaction Expenses, along with reasonably detailed calculations thereof, and the resulting Transaction Consideration payable to the Sellers using the formula in Section 2.2 based on such Book Value and the allocation of the Cash Consideration and the Exchange Shares among the Sellers in accordance with Section 2.2 and Annex I based on Sellers who have provided executed and accepted Exchange Agreements as of such date, which Estimated Closing Statement shall be subject to the review and the reasonable approval by Purchaser; provided that Purchaser shall inform the Company until 5:00 p.m. New York time on of its good faith estimate of the Business Day Redemption Price in writing, together with applicable calculations, no later than five (5) days prior to the anticipated Closing, and Purchaser will promptly provide the Company with an update of such amount upon the final determination thereof by the Trustee prior to the Closing. Promptly upon receipt of a written request from Purchaser (which for the avoidance of doubt may be provided via email in accordance with Section 12.1) following the delivery by the Company of the Estimated Closing Date Statement to Purchaser, the Company will meet with Purchaser to review and discuss the Estimated Closing Statement and the Company will consider in good faith any revisions proposed by the Parent Purchaser’s reasonable good faith comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Estimated Closing Statement. After delivery , as mutually approved by the Company and Purchaser, shall thereafter become the final Estimated Closing Statement for all purposes of this Agreement (provided, that (i) the Company shall not be obligated to accept Purchaser’s comments if (A) rejected by the Company reasonably and in good faith and (B) the increase in the aggregate number of Exchange Shares to be issued at the Closing as determined based on the good faith comments of Purchaser that are not accepted by the Company would not be in excess of the total number of Escrow Shares as determined based on the good faith comments of Purchaser that are not accepted by the Company, and (ii) the Company and Purchaser shall make any appropriate adjustments to the Estimated Closing Statement through the Closing based on any additional executed and accepted Exchange Agreements provided by Sellers after their mutual approval of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries). The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, the Accounting Principles and the Reference Statementotherwise in accordance with this Agreement.

Closing Calculations. Not less than three five (35) Business Days prior to the anticipated Closing Date, the Company shall will deliver to the Parent a statement certificate signed by the Company CFO, solely in such capacity and not in his personal capacity (the “Closing Certificate”), setting forth (a) an estimated a preliminary consolidated balance sheet of the Group Companies as of the Reference Time, (b) a good faith calculation of (i) (A) the Company’s good faith estimate of Cash as of the Reference Time after the paydown of Company Transaction Expenses prior to the Closing plus (B) 50% of the Equity Backstop Commitment Fee paid by the Company prior to the Closing (collectively, the “Estimated Closing Cash”), (ii) the Company’s good faith estimate of Indebtedness as of the Reference Time, including the Payoff Amount (the “Estimated Closing Indebtedness”), Net Working Capital and (iii) the Company’s good faith estimate of Company Transaction Expenses that will be unpaid as of the Closing (the “Estimated Net Working Capital”) and Transaction Expenses (“Estimated Closing Company Transaction Expenses”). The Closing Certificate so delivered by the Company CFO will confirm in writing that it has been prepared in good faith using the latest available financial information and will include materials showing in reasonable detail the Company’s support and computations for the amounts included in the Closing Certificate and will also include, consistent with the foregoing calculations, the Company’s determination of (c) Tax Savings (the “Estimated Tax Savings”) and (d1) the Closing Cash Aggregate Merger Consideration and (2) the Per Common Share Closing Merger Consideration, . Parent shall be entitled to review and make reasonable comments on the matters and amounts set forth in the Closing Payment Amount and Certificate so delivered by the aggregate Closing Option Consideration (the “Estimated Closing Statement”)Company CFO pursuant to this Section 1.05. The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and the Company will consider cooperate with Parent in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery review of the Estimated Closing StatementCertificate, the including providing Parent and its accountants and other representatives shall be permitted Representatives with reasonable access to review the Company’s and its Subsidiaries’ books and relevant books, records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries finance employees of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Company will cooperate reasonably with Parent to revise the Closing Statement and Certificate if necessary to reflect Parent’s reasonable comments. If the determinations contained therein Closing Certificate is so revised, such revised Closing Certificate, or if Parent had no such comments, then the initial Closing Certificate shall be prepared deemed to be the final “Closing Statement,” in accordance with this Agreementeach case as approved in writing by Parent (which approval shall not be unreasonably withheld, the Accounting Principles and the Reference Statementconditioned or delayed).

Closing Calculations. Not less than three five (35) Business Days prior to the anticipated Closing Date, the Company shall will deliver to the Parent a statement (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Group Companies as of the Reference Time, (b) a good faith calculation of the Company’s good faith estimate of (i) Cash as of the Reference Time (the “Estimated Cash”), (ii) Indebtedness as of the Reference Time, including the Payoff Amount (the “Estimated Indebtedness”), (iii) Net Working Capital as of the Reference Time (the “Estimated Net Working Capital”) and Transaction Expenses the Target Net Working Capital Amount (the “Estimated Transaction ExpensesTarget Net Working Capital Amount”), (civ) Tax Savings Company Transaction Expenses (the “Estimated Tax SavingsCompany Transaction Expenses”) and (v) the Acquisition Adjustment Amount as of the Reference Time (the “Estimated Acquisition Adjustment Amount”), which statement the Company will confirm in writing has been prepared using the Preparation Methodology and will include materials showing in reasonable detail the Company’s support and computations for the amounts included in the Estimated Closing Statement, (c) consistent with the foregoing calculations, the Company’s determination of (i) the Closing Aggregate Merger Consideration, (ii) the Per Common Share Closing Cash Consideration and (iii) the Per Common Share Parent Stock Consideration, and (d) the Closing Cash Consideration, the Closing Payment Amount and the aggregate Closing Option Consideration (the “Estimated Closing Statement”). The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and the Company will consider in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery amount of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesPreferred Stock Merger Consideration. The Estimated Closing Statement and the determinations contained therein shall will be prepared in accordance with the Preparation Methodology as set forth in Exhibit F (the “Preparation Methodology”). Parent shall be entitled to review and make reasonable objections to the matters and amounts set forth in the Estimated Closing Statement delivered by the Company pursuant to this AgreementSection 1.06. The Company will cooperate with Parent in the review of the Estimated Closing Statement, including providing Parent and its representatives with reasonable access during normal business hours to the relevant books, records and finance employees of the Company. Based on Parent’s reasonable objections, the Accounting Principles Company and Parent will cooperate reasonably to update the Reference StatementEstimated Closing Statement delivered by the Company under this Section 1.06, prior to the Closing Date.

Closing Calculations. Not less than The Company shall prepare, and deliver to CS at least three (3) Business Days prior to the anticipated Closing, a spreadsheet (the “Spreadsheet”) in a form reasonably acceptable to the Paying Agent and CS, which Spreadsheet shall be certified by the Company (and signed by the Chief Executive Officer of the Company on its behalf), as complete and correct as of the Closing and which shall separately list, as of the close of business on the Closing Date, the Company shall deliver to the Parent a statement setting forth (a) an estimated consolidated balance sheet the amounts of the Group Companies as of the Reference Time(i) Company Cash, (bii) a good faith calculation of Closing Debt to the Company’s estimate of Cash extent not paid by the Company prior to the Closing and, separately, Third-Party Expenses (the “Estimated CashThird-Party Expenses”), (iii) Indebtedness to the extent not paid by the Company prior to the Closing, (the “Estimated Indebtedness”), iv) Net Working Capital and the estimated Net Working Capital Adjustment (the “Estimated Net Working Capital”) and Transaction Expenses (“Estimated Transaction ExpensesCapital Adjustment”), and (v) half of the fees and expenses of the Escrow Agent in accordance with the Escrow Agreement and half of the fees and expenses of the Paying Agent in accordance with Section 1.9(a), itemized and detailed to CS’s reasonable satisfaction, together with all necessary wire transfer information for each person to whom the Closing Debt is owed, (b) all Stockholders and their respective last-known addresses, the number of shares of Company Capital Stock held by such persons (including the respective certificate numbers), the amount of cash payable to each holder pursuant to Section 1.7(a) hereof, the amount of cash to be deposited into the Indemnity Escrow Fund on behalf of each Indemnifying Party pursuant to Section 7.4 hereof, and the amount of cash to be deposited into the Net Working Capital Adjustment Escrow Fund on behalf of each Indemnifying Party pursuant to Section 7.4 hereof, and (c) Tax Savings and such other information relevant thereto or which the Paying Agent or CS may reasonably request. Using these estimates and information, CS shall calculate an estimate of the Final Purchase Price (the “Estimated Tax SavingsPurchase Price”) and (d) the Closing Cash Consideration, the Closing Payment Amount and the aggregate Closing Option Consideration (the “Estimated Closing Statement”). The Parent may submit any objections in writing deliver to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and the Company will consider in Stockholder Representative its good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery calculation, in reasonable detail, of the Estimated Closing StatementPurchase Price, the Parent each Indemnifying Party’s Escrow Pro Rata Portion and its accountants and other representatives shall be permitted reasonable access to review the Companyeach Series AA Stockholder’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, the Accounting Principles and the Reference StatementIndemnity Pro Rata Portion.

Closing Calculations. Not less than three (3) Business Days prior to the anticipated Closing Date, (a) the Company shall deliver to the Parent a written statement (the “Estimated Closing Statement”), signed by a duly authorized officer of the Company, setting forth (ai) an a consolidated estimated consolidated balance sheet of the Group Companies as of the Reference TimeTime (without giving effect to the transactions contemplated herein), (bii) a good faith calculation of the Company’s good faith estimate of Closing Cash (the “Estimated Cash”), (iii) the Company’s good faith estimate of Closing Indebtedness (the “Estimated Indebtedness”), (iv) the Company’s good faith estimate of Closing Net Working Capital (the “Estimated Net Working Capital”), (v) and the Company’s good faith estimate of Unpaid Transaction Expenses (“Estimated Transaction Expenses”), (cvi) Tax Savings the amount of the Estimated Cash Consideration, and (vii) the “Estimated Tax Savings”amount of the Closing Cash Payment, along with, in each case of clauses (vi) and (dvii), the calculations thereof and reasonable supporting detail (as may be reasonably requested by the Parent), and (b) the Closing Cash Consideration, the Closing Payment Amount and the aggregate Closing Option Consideration (the “Estimated Closing Statement”). The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and the Company will consider in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery of the Estimated Closing Statement, the Parent and its accountants and other representatives Representative shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject deliver to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants Merger Consideration Schedule, in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements accordance with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesSection 5.04. The Estimated Closing Statement and the determinations contained therein shall be prepared on a consolidated basis for the Group Companies in accordance with this Agreement (including the definitions in this Agreement). Following the Parent’s receipt of the Estimated Closing Statement and prior to the Closing, (i) the Accounting Principles Parent shall have the right to comment in good faith on the estimates or calculations included in the Estimated Closing Statement and the Reference StatementCompany shall consider any such comments in good faith; provided that the Parent and/or Merger Sub shall not have the right to delay or fail to consummate the Closing in the event of any dispute with respect to the Estimated Closing Statement and no such dispute shall be grounds for any failure of any condition to the Closing to be satisfied or for the Closing to be delayed.

Closing Calculations. Not less Best Assistant shall deliver to GXXX, no later than three five (35) Business Days prior to the anticipated Closing Date, a schedule (the Company shall deliver to “Closing Payments Schedule”) reflecting (i) the Parent a statement setting forth (a) an estimated consolidated balance sheet calculation of the Group Companies Merger Consideration and the allocation of the Merger Consideration among the eLMTree shareholders, including the legal name and registered address of each such eLMTree shareholder; (ii) the estimated amount of Best Assistant Transaction Costs as of the Reference TimeClosing, which shall include the respective paid and unpaid amounts and wire transfer instructions for the payment thereof; (biii) the eLMTree Working Capital as of the Closing (taking into account any declared or distributed Permitted Distributions); (iv) reasonable relevant supporting documentation used by Best Assistant in calculating such amounts; and (v) a good faith calculation certificate of the Company’s estimate highest ranking financial officer of Cash (Best Assistant certifying that the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”) and Transaction Expenses (“Estimated Transaction Expenses”), (c) Tax Savings (the “Estimated Tax Savings”) and (d) amounts set forth in the Closing Cash ConsiderationPayments Schedule have been prepared in accordance with this Agreement, the Closing Payment Amount other Transaction Agreements and eLMTree’s Governing Documents. GXXX and its Representatives shall have a reasonable opportunity to review and to discuss with Best Assistant and its Representatives the aggregate Closing Option Consideration (documentation provided pursuant to this Section ‎3.7 and any relevant books and records of eLMTree and its Subsidiaries. Best Assistant and its Representatives shall reasonably assist GXXX and its Representatives in its review of the “Estimated Closing Statement”). The Parent may submit any objections documentation and shall consider in writing good fxxxx XXXX’x comments to the Company until 5:00 p.m. New York time on Closing Payments Schedule, and if any adjustments are made to the Business Day Closing Payments Schedule prior to the anticipated Closing, such adjusted Closing Date and Payments Schedule shall thereafter become the Company will consider in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery Payments Schedule for all purposes of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statementthis Agreement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement Payments Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement, . GXXX and Mxxxxx Sub will be entitled to rely in all respects upon the Accounting Principles and the Reference StatementClosing Payments Schedule.

Closing Calculations. Not less than three (3) Business Days business days prior to the anticipated Closing Date, the Company shall deliver to the Parent a statement setting forth Buyer its good faith calculation (the "CLOSING STATEMENT") of its estimate of (a) an estimated consolidated balance sheet of Cash (the Group Companies as of the Reference Time"ESTIMATED CASH"), (b) a good faith calculation of the Company’s estimate of Cash (the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”"ESTIMATED INDEBTEDNESS"), (c) Net Working Capital (the “"ESTIMATED NET WORKING CAPITAL") and the estimated Net Working Capital Adjustment (the "ESTIMATED NET WORKING CAPITAL ADJUSTMENT"), (d) Transaction Expenses ("ESTIMATED TRANSACTION EXPENSES"), (e) Closing Date Incentive Award Payments ("ESTIMATED CLOSING DATE INCENTIVE AWARD PAYMENTS"), and (f) its estimate of the Lease Escrow Amount. The Parties shall negotiate in good faith any disagreement with respect to all of the items set forth on the Closing Statement, provided that if the Company and the Buyer cannot agree on Estimated Cash, Estimated Indebtedness or Estimated Net Working Capital”, such estimates shall be deemed to be equal to the amount thereof set forth on the Latest Balance Sheet, or if approved by the Company and the Buyer, the latest balance sheet then available; PROVIDED FURTHER that the Company's estimate of the Lease Escrow Amount shall be reasonably acceptable to the Buyer. In connection therewith, the Company shall deliver to the Buyer payoff letters for the Indebtedness reflected on SCHEDULE 1.2 of the Disclosure Schedules (with it being understood that such payoff letters shall release any rights a holder of Indebtedness may have with respect to the equity interests of the Company (including with respect to amending the limited liability company agreement of the Company)) and Transaction Expenses (“Estimated Transaction Expenses”the "PAYOFF LETTERS"), (c) Tax Savings (and wire transfer instructions for the “Estimated Tax Savings”) and (d) the Closing Cash Consideration, the Closing Payment Amount and the aggregate Closing Option Consideration (the “Estimated Closing Statement”). The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and the Company will consider in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery payment of the Estimated Indebtedness, Estimated Transaction Expenses and Estimated Closing Date Incentive Award Payments set forth in the Closing Statement, the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, the Accounting Principles and the Reference Statement.

Closing Calculations. Not less than three five (35) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Parent a statement setting forth (a) an estimated consolidated balance sheet of the Group Companies as of the Reference Time, (b) a good good-faith calculation of the Company’s estimate of Cash (the “Estimated Cash”), Closing Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”) and ), Transaction Expenses (the “Estimated Transaction Expenses”), (c) Tax Savings Company Transaction Expenses (the “Estimated Tax SavingsCompany Transaction Expenses”), Sellers Transaction Expenses (the “Estimated Sellers Transaction Expenses”) and (dc) the Closing Cash Consideration, the Closing Payment Amount (including the 111(4)(e) Amount and Reorganization Tax Liability) and the aggregate Closing Option Consideration (the “Estimated Closing Statement”). The Parent may submit , in each case with any objections amounts in writing Canadian dollars converted to U.S. dollars at the Company until 5:00 p.m. New York time on Applicable Spot Rate as of the fifth (5th) Business Day prior to the anticipated Closing Date. The Company shall make its accountants and other representatives available during the five (5) Business Days prior to the anticipated Closing Date and the Company will consider to cooperate in good faith any revisions proposed by with the Parent and respond to any questions or requests that Parent may have with respect to the Estimated Closing Statement. After delivery of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted full access at reasonable access times to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. Parent may object to any amounts set forth on the Estimated Closing Statement prior to the Business Day prior to the anticipated Closing Date, and the Company will consider in good faith any such objections and cooperate in good faith with the Parent to resolve any such objections and, if applicable, revise the Estimated Closing Statement to reflect any such resolutions. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this AgreementAgreement and the Accounting Principles. From the Reference Time until the Closing, the Accounting Principles Company shall not, and shall not permit any other Group Company to, make any dividend or distribution of Cash or incur any Indebtedness or Transaction Expenses or use any Cash to pay any Transaction Expenses or any amount to any Seller Related Party or to repay any Indebtedness. If, as a result of a breach of the preceding sentence, Cash, Transaction Expenses or Indebtedness shall change between the Reference Time and the Closing, such changes shall be reflected in the calculation of Cash, Transaction Expenses and/or Closing Indebtedness (as the case may be) for purposes of the Estimated Closing Statement and the Closing Statement. Exhibit A sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Parent setting forth the various line items used (or to be used) in, and illustrating as if the Closing Date was the date set forth therein, the calculation of Cash, Closing Indebtedness and Net Working Capital prepared and calculated in accordance with this Agreement. The Reference Statement shall be for illustrative purposes only and only be used to govern format.

Closing Calculations. Not less than three five (3) 5), but no more than seven (7), Business Days prior to the anticipated Closing Date, the Company shall deliver to the Parent a draft statement setting forth (a) an estimated consolidated balance sheet of the Group Companies as of the Reference Time, (b) a good faith calculation of the Company’s 's estimate of Cash Funded Debt (the “"Estimated Cash”), Indebtedness (the “Estimated Indebtedness”Funded Debt"), Net Working Capital (the “"Estimated Net Working Capital”") and Transaction Expenses (“"Estimated Transaction Expenses”"), (c) Tax Savings (the “Estimated Tax Savings”) and (d) the Closing Cash Consideration, the Preferred Stockholder Aggregate Amount, the Common Closing Payment Amount and Cash Consideration, the Per Share Common Closing Cash Consideration, the aggregate Closing Option Consideration, the MIP Closing Consideration, and the Rollover Option Amount and (d) a detailed funds flow showing the amount of the Closing Cash Consideration (each Securityholder is to receive at the “Estimated Closing Statement”)Closing. The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and the Company will consider cooperate in good faith any revisions proposed by the with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the "Estimated Closing Statement"). After delivery of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted full access at reasonable access times to review the Company’s 's and its Subsidiaries’ ' books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s 's accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, the Accounting Principles and the Reference Statement.

Closing Calculations. Not less than three five (35) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Parent a statement statement, accompanied by a certificate executed on its behalf by the Chief Financial Officer of the Company, setting forth (a) an estimated consolidated balance sheet of the Group Companies as of the Reference TimeTime (after giving effect to the Pre-Closing Transactions), (b) a good faith calculation of the Company’s estimate of Cash (the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”), the sum of the WNFIC Statutory Surplus and XxxXxxxx Liabilities (the “Estimated WNFIC Cash Amount”) and Transaction Expenses (“Estimated Transaction Expenses”), ) as of the Reference Time (after giving effect to the Pre-Closing Transactions) and (c) Tax Savings (the “Estimated Tax Savings”) and (d) the Closing Residual Cash Consideration, the Closing Payment Amount and the aggregate Blocker Closing Option Consideration Payment Amount (the “Estimated Closing Statement”). The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date and the Company will consider in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement. The Company shall consult in good faith with the Parent regarding the preparation of the Estimated Closing Statement, including any estimates of such amounts. The Company’s calculations shall be accompanied by reasonable supporting detail. Not less than two (2) Business Days prior to the anticipated Closing Date, the Accounting Principles and Parent may notify the Reference StatementCompany of its good faith objections, if any, to the Estimated Closing Statement and, after reviewing Parent’s objections, if any, in good faith, the Company may elect in its sole discretion to deliver a revised Estimated Closing Statement to the Parent at least one (1) Business Day prior to the anticipated Closing Date.

Closing Calculations. Not less later than three five (35) Business Days prior to the anticipated Closing Date, the Company shall deliver to the Parent Purchaser a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth (a) an estimated consolidated balance sheet of the Group Target Companies as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of Cash (the “Estimated Cash”), Indebtedness (the “Estimated Closing Net Indebtedness”), Net Working Capital and Transaction Expenses, in each case, as of the Reference Time and along with reasonably detailed calculations, and (c) the resulting estimated number of Exchange Shares to be issued by the Purchaser at the Closing (the “Estimated Closing Exchange Shares”) using the formula in Section 1.2 based on such estimates of Closing Net Indebtedness, Net Working Capital”) Capital and Transaction Expenses (“Expenses, which Estimated Transaction Expenses”), (c) Tax Savings (Closing Statement shall be subject to the “review and the reasonable approval by the Purchaser. Promptly after delivering the Estimated Tax Savings”) and (d) Closing Statement to the Closing Cash ConsiderationPurchaser, the Closing Payment Amount Company will meet with the Purchaser to review and discuss the aggregate Closing Option Consideration (the “Estimated Closing Statement”). The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Closing Date Statement and the Company will consider in good faith any revisions proposed by the Parent Purchaser’s comments to the Estimated Closing Statement. After delivery of the Estimated Closing Statement, the Parent Statement and its accountants and other representatives shall be permitted reasonable access make any appropriate adjustments to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in prior to the course of their review thereofClosing, as mutually approved by the Company and the Company Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesthereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Indebtedness of the Target Companies, the amount owed to each creditor of any of the Target Companies and payment instructions, and, with respect to an Indebtedness that the Company and the Purchaser agree to pay in full as of the Closing, payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor. Schedule 1.4 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the Company in cooperation with the Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Net Indebtedness, Net Working Capital and Transaction Expenses, and the resulting Exchange Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement.

Closing Calculations. Not less Best Assistant shall deliver to XXXX, no later than three five (35) Business Days prior to the anticipated Closing Date, a schedule (the Company shall deliver to “Closing Payments Schedule”) reflecting (i) the Parent a statement setting forth (a) an estimated consolidated balance sheet calculation of the Group Companies Merger Consideration and the allocation of the Merger Consideration among the eLMTree shareholders, including the legal name and registered address of each such eLMTree shareholder; (ii) the estimated amount of Best Assistant Transaction Costs as of the Reference TimeClosing, which shall include the respective paid and unpaid amounts and wire transfer instructions for the payment thereof; (biii) the eLMTree Working Capital as of the Closing (taking into account any declared or distributed Permitted Distributions); (iv) reasonable relevant supporting documentation used by Best Assistant in calculating such amounts; and (v) a good faith calculation certificate of the Company’s estimate highest ranking financial officer of Cash (Best Assistant certifying that the “Estimated Cash”), Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”) and Transaction Expenses (“Estimated Transaction Expenses”), (c) Tax Savings (the “Estimated Tax Savings”) and (d) amounts set forth in the Closing Cash ConsiderationPayments Schedule have been prepared in accordance with this Agreement, the Closing Payment Amount other Transaction Agreements and eLMTree’s Governing Documents. XXXX and its Representatives shall have a reasonable opportunity to review and to discuss with Best Assistant and its Representatives the aggregate Closing Option Consideration (documentation provided pursuant to this Section 3.7 and any relevant books and records of eLMTree and its Subsidiaries. Best Assistant and its Representatives shall reasonably assist XXXX and its Representatives in its review of the “Estimated Closing Statement”). The Parent may submit any objections documentation and shall consider in writing good xxxxx XXXX’x comments to the Company until 5:00 p.m. New York time on Closing Payments Schedule, and if any adjustments are made to the Business Day Closing Payments Schedule prior to the anticipated Closing, such adjusted Closing Date and Payments Schedule shall thereafter become the Company will consider in good faith any revisions proposed by the Parent to the Estimated Closing Statement. After delivery Payments Schedule for all purposes of the Estimated Closing Statement, the Parent and its accountants and other representatives shall be permitted reasonable access to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statementthis Agreement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiries. The Estimated Closing Statement Payments Schedule and the determinations contained therein shall be prepared in accordance with the applicable definitions contained in this Agreement, . XXXX and Xxxxxx Sub will be entitled to rely in all respects upon the Accounting Principles and the Reference StatementClosing Payments Schedule.

Closing Calculations. (a) Not less later than three the fifth (35th) Business Days Day prior to the anticipated Closing Date, the Company shall deliver to the Parent a statement statement, certified by the Company’s chief executive officer (the “Estimated Closing Statement”), setting forth (a) an the estimated consolidated balance sheet of the Group Companies Company as of the Reference Time, prepared in good faith and in accordance with the Accounting Principles (the “Estimated Closing Balance Sheet”), (b) a good faith calculation of the Company’s estimate of Cash (the “Estimated Cash”), its Indebtedness (the “Estimated Indebtedness”), Net Working Capital (the “Estimated Net Working Capital”) and Transaction Total Expenses (“Estimated Transaction Total Expenses”), and cash and cash equivalents, each as of the Reference Time, and (c) Tax Savings (the “Estimated Tax Savings”) and (d) the Closing Cash Consideration, the Closing Payment Amount and the aggregate Closing Option resulting estimated Merger Consideration (the “Estimated Merger Consideration”) (each with reasonably detailed calculations); provided, that upon delivering the Estimated Closing Statement”). The Parent may submit any objections in writing Statement to the Parent, the Company until 5:00 p.m. New York time on will meet with the Business Day prior Parent to review and discuss the anticipated Estimated Closing Date Statement and the Company will consider in good faith any revisions proposed by the Parent Parent’s comments to the Estimated Closing Statement. After delivery of the Estimated Closing Statement, the Parent Statement and its accountants and other representatives shall be permitted reasonable access make any appropriate adjustments to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in prior to the course Closing, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of their review thereof, and the Company shall use its, and shall cause its Subsidiaries to use their, commercially reasonable efforts to cause any such accountants and employees to cooperate with and respond to such inquiriesthis Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with this Agreement, the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Indebtedness, the Reference Statementamount owed to each creditor of the Company, and payment instructions, together with payoff and lien release letters from Company’s creditors in form and substance reasonably acceptable to the Parent, and (ii) Total Expenses, the amount owed to each payee thereof, and payment instructions.

Closing Calculations. Not less than three (3) At least five Business Days prior to the anticipated Closing DateDate (or such shorter period of time as agreed to by Parent), the Company shall prepare and deliver to the Parent a statement setting forth (a) an estimated consolidated balance sheet of the Group Companies as of the Reference Time, (b) a good faith calculation of the Company’s estimate of Closing Cash (the “Estimated Cash”), Surplus Amount (the “Estimated Surplus Amount”), Company Indebtedness (the “Estimated Company Indebtedness”), Closing Net Working Capital (the “Estimated Net Working Capital”) and ), Company Transaction Expenses (the “Estimated Transaction Expenses”), (c) and Transaction Expense Tax Savings Benefit Amount (the “Estimated Transaction Expense Tax SavingsBenefit Amount”), each as of the Adjustment Time, (b) and (d) based thereon, the Closing Cash Merger Consideration, the aggregate Per Option Closing Payment Amount Merger Consideration, and the aggregate Closing Option Consideration Paying Agent Amount, and (c) a duly completed Allocation Schedule (the “Estimated Closing Statement”). The Parent may submit any objections in writing to the Company until 5:00 p.m. New York time on the Business Day prior to the anticipated Estimated Closing Date Statement and the Company will consider determinations contained therein shall be prepared in good faith any revisions proposed by accordance with the Parent to Accounting Principles and the SAP Accounting Principles, as applicable, and (i) in the case of the Estimated Closing StatementNet Working Capital, in a manner consistent with the Working Capital Schedule in Exhibit A, (ii) in the case of the Estimated Surplus Amount, in a manner consistent with the example set forth on Exhibit D and (iii) in the case of the Estimated Transaction Expense Tax Benefit Amount, (x) the aggregate amount of Transaction Expense Tax Deductions that represent legal expenses shall be of the “Legal Expense Deduction Cap” set forth on Exhibit C, and (y) the aggregate amount of Transaction Expense Tax Deductions that do not represent legal expenses shall be of the “Non-Legal Expense Deduction Cap” set forth on Exhibit C (it being understood and agreed that any Transaction Expense Tax Deductions in this clause (y) taken individually may exceed the corresponding amounts set forth on Exhibit C so long as the aggregate amount of all Transaction Expense Tax Deductions in this clause (y) do not exceed the “Non-Legal Expense Deduction Cap”), in the case of each of (x) and (y), treating any payments included in Transaction Expense Tax Deductions as though they were paid as of the Adjustment Time. After delivery of the Estimated Closing Statement, each of the Company and the Representative shall use its reasonable best efforts to provide promptly to Parent and its accountants and other representatives shall be permitted reasonable access at reasonable times to review the Company’s and its Subsidiaries’ books and records and any work papers (subject to the Parent and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) reasonably related to the preparation of the Estimated Closing Statement. The Parent and its accountants and other representatives may make reasonable inquiries of the Company, its Subsidiaries and their respective accountants and employees regarding questions concerning or disagreements with the Estimated Closing Statement arising in the course of their review thereof, and each of the Company and the Representative shall use its, and shall cause its Subsidiaries to use their, commercially reasonable best efforts to cause any such accountants and employees of the Company and its Subsidiaries to cooperate with and respond to such inquiries. The Company shall consider in good faith any reasonable comments made in good faith that Parent provides and delivers to the Company in writing no later than two Business Days prior to the Closing. To the extent that the Company accepts any such reasonable comments, the Company shall deliver a revised Estimated Closing Statement and to Parent prior to the determinations contained therein Closing Date reflecting such accepted comments, which shall be prepared in accordance with the Estimated Closing Statement for purposes of this Agreement. In the event that (A) Parent does not timely deliver a written notice of its comments as contemplated hereby, or (B) the Accounting Principles and Company does not agree with any of the Reference Statementproposed comments by Parent in such notice, then the Estimated Closing Statement delivered by the Company shall be the Estimated Closing Statement for purposes of this Agreement.