Common use of Closing Calculations Clause in Contracts

Closing Calculations. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Estimated Closing Statement”), prepared in good faith, attaching the consolidated balance sheet of the Company and its Subsidiaries as of the Reference Time (which may 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 of its good faith estimate of the Redemption Price in writing, together with applicable calculations, no later than five (5) days prior to the 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 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 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, 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 Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Closing Calculations. Not Newco and the Company shall deliver to SPAC, no later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement Date written notice (the “Estimated Closing StatementPayments Schedule”), prepared in good faith, attaching ) setting forth: (a) the consolidated balance sheet calculation of the Company Newco Shareholder Consideration and its Subsidiaries as of the Reference Time (which may 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 b) the allocation of the Cash Newco Shareholder Consideration among the Newco Shareholders. Newco and the Exchange Shares among Company shall also deliver to SPAC, (x) a certificate of the Sellers Chief Financial Officer of Newco certifying that the amounts set forth in the Closing Payments Schedule have been prepared in accordance with this Agreement and Newco’s and the Company’s Governing Documents and (y) reasonable relevant supporting documentation used by Newco and the Company in calculating such amounts. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with Newco and its Representatives the documentation provided pursuant to this Section 2.2 3.7 and Annex I based on Sellers who have provided executed any relevant books and accepted Exchange Agreements as records of such date, which Estimated Closing Statement Newco and its Subsidiaries. Newco and its Representatives shall be subject reasonably assist SPAC and its Representatives in its review of the documentation and shall consider in good faith SPAC’s comments to the review Closing Payments Schedule, and if any adjustments are made to the reasonable approval by Purchaser; provided that Purchaser shall inform the Company of its good faith estimate of the Redemption Price in writing, together with applicable calculations, no later than five (5) days Closing Payments Schedule prior to the 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 adjusted Closing 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 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, as mutually approved by the Company and Purchaser, Payments Schedule shall thereafter become the final Estimated Closing Statement Payments Schedule 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)Agreement. The Estimated Closing Statement Payments Schedule and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise applicable definitions contained in accordance with this Agreement. New PubCo, SPAC, First Merger Sub, Second Merger Sub and Third Merger Sub will be entitled to rely in all respects upon the Closing Payments Schedule.

Closing Calculations. Not later Promptly following delivery by SPAC of the SPAC Financing Certificate pursuant to Section 3.5 and the Company of the Company Financing Certificate pursuant to Section 3.6 and, in any event, not less than three (3) Business Days prior to the Closing DateDate and based solely upon the SPAC Financing Certificate and the Company Financing Certificate, the Company shall deliver to Purchaser SPAC a statement written notice (the “Estimated Closing StatementPayment Schedule”)) setting forth the calculation of (a) the Company Value and the Exchange Ratio, prepared (b) the Aggregate Company Shareholder Consideration, the Rollover Options and the New PubCo Earnout Shares (collectively, the “Transaction Consideration”) and (c) the allocation of the Transaction Consideration among the holders of Company Ordinary Shares, the holders of Company Options and the counterparties to the Earnout Agreements, together with reasonable relevant supporting documentation used in good faith, attaching the consolidated balance sheet of calculating such amounts. SPAC and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Subsidiaries as Representatives the documentation provided pursuant to this Section 3.7 and any relevant books and records the Company and its Subsidiaries. The Company and its Representatives shall reasonably assist and cooperate with SPAC and its Representatives in their review of the Reference Time (which may be based on draft financial statements and/or documentation and shall consider in good faith estimates if SPAC’s comments to the final financial statements for the month ended as of the Reference Time have not yet been prepared at such time)Closing Payment Schedule, and setting forth the Book Value and Company Transaction Expenses, along with reasonably detailed calculations thereof, and the resulting Transaction Consideration payable if any adjustments are made 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 of its good faith estimate of the Redemption Price in writing, together with applicable calculations, no later than five (5) days Payment Schedule prior to the Closing, such adjusted Closing Payment Schedule shall be final 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 Statement to Purchaser, the Company will meet with Purchaser to review binding on all Parties and discuss the Estimated Closing Statement and the Company will consider in good faith 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, as mutually approved by the Company and Purchaser, shall thereafter become the final Estimated Closing Statement Payments Schedule 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)Agreement. The Estimated Closing Statement Payment Schedule and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise applicable definitions contained in accordance with this Agreement. SPAC shall, to the fullest extent permitted by applicable Legal Requirements, be entitled to rely fully on the information set forth in the Closing Payments Schedule, absent manifest error.

Closing Calculations. Not Best Assistant shall deliver to XXXX, no later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement schedule (the “Estimated Closing StatementPayments Schedule”), prepared in good faith, attaching ) reflecting (i) the consolidated balance sheet calculation of the Company and its Subsidiaries as of the Reference Time (which may 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 Merger Consideration payable to the Sellers using the formula in Section 2.2 based on such Book Value and the allocation of the Cash Merger Consideration and the Exchange Shares among the Sellers 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 Closing, which shall include the respective paid and unpaid amounts and wire transfer instructions for the payment thereof; (iii) 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 certificate of the highest ranking financial officer of Best Assistant certifying that the amounts set forth in the Closing Payments Schedule have been prepared in accordance with this Agreement, the 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 documentation provided pursuant to this Section 2.2 3.7 and Annex I based on Sellers who have provided executed any relevant books and accepted Exchange Agreements as records of such date, which Estimated Closing Statement eLMTree and its Subsidiaries. Best Assistant and its Representatives shall be subject reasonably assist XXXX and its Representatives in its review of the documentation and shall consider in good xxxxx XXXX’x comments to the review Closing Payments Schedule, and if any adjustments are made to the reasonable approval by Purchaser; provided that Purchaser shall inform the Company of its good faith estimate of the Redemption Price in writing, together with applicable calculations, no later than five (5) days Closing Payments Schedule prior to the 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 adjusted Closing 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 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, as mutually approved by the Company and Purchaser, Payments Schedule shall thereafter become the final Estimated Closing Statement Payments Schedule 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)Agreement. The Estimated Closing Statement Payments Schedule and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise applicable definitions contained in accordance with this Agreement. XXXX and Xxxxxx Sub will be entitled to rely in all respects upon the Closing Payments Schedule.

Closing Calculations. Not Best Assistant shall deliver to GXXX, no later than three five (35) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement schedule (the “Estimated Closing StatementPayments Schedule”), prepared in good faith, attaching ) reflecting (i) the consolidated balance sheet calculation of the Company and its Subsidiaries as of the Reference Time (which may 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 Merger Consideration payable to the Sellers using the formula in Section 2.2 based on such Book Value and the allocation of the Cash Merger Consideration and the Exchange Shares among the Sellers 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 Closing, which shall include the respective paid and unpaid amounts and wire transfer instructions for the payment thereof; (iii) 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 certificate of the highest ranking financial officer of Best Assistant certifying that the amounts set forth in the Closing Payments Schedule have been prepared in accordance with this Agreement, the 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 documentation provided pursuant to this Section 2.2 ‎3.7 and Annex I based on Sellers who have provided executed any relevant books and accepted Exchange Agreements as records of such date, which Estimated Closing Statement eLMTree and its Subsidiaries. Best Assistant and its Representatives shall be subject reasonably assist GXXX and its Representatives in its review of the documentation and shall consider in good fxxxx XXXX’x comments to the review Closing Payments Schedule, and if any adjustments are made to the reasonable approval by Purchaser; provided that Purchaser shall inform the Company of its good faith estimate of the Redemption Price in writing, together with applicable calculations, no later than five (5) days Closing Payments Schedule prior to the 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 adjusted Closing 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 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, as mutually approved by the Company and Purchaser, Payments Schedule shall thereafter become the final Estimated Closing Statement Payments Schedule 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)Agreement. The Estimated Closing Statement Payments Schedule and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise applicable definitions contained in accordance with this Agreement. GXXX and Mxxxxx Sub will be entitled to rely in all respects upon the Closing Payments Schedule.