Common use of Closing Cash Proceeds Adjustment Clause in Contracts

Closing Cash Proceeds Adjustment. (a) At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a good-faith estimate of the Closing Cash Proceeds (the “Estimated Closing Cash Proceeds”), including (i) each of the components thereof, based on the Company’s books and records and other information then available and (ii) at the Purchaser’s request, a physical inventory count in accordance with the last two sentences of this Section 3.03(a) (with respect to the inventory included in the estimated Closing Working Capital located at any of the Applicable Facilities). The Purchaser may submit any comments in writing to the Company until 5:00 p.m. prevailing Eastern Time, on the second (2nd) Business Day prior to the anticipated Closing Date and the Company will consider any such comments in good faith and, if any such comments are agreed, will so revise the Estimated Closing Cash Proceeds. The Estimated Closing Cash Proceeds shall be calculated in accordance with the Applicable Accounting Principles. The failure by the Purchaser to submit any comments to the Company pursuant to the preceding sentence (or the decision by the Company to revise or not revise the Estimated Closing Cash Proceeds in response to any such comments) shall not be deemed a waiver of any right of the Purchaser or the Representative to raise any such objection during the course of the adjustment process set forth in this Section 3.03. The Company shall complete within ten (10) Business Days prior to the anticipated Closing Date a physical inventory count of inventory located at each of the Applicable Facilities or, upon the written request of the Purchaser which is provided not later than thirty (30) days after the date of this Agreement, some but not all of the Applicable Facilities; in each case with such inventory count conducted at the Purchaser’s cost (based on the actual and direct costs of the Company and its Subsidiaries incurred in conducting such inventory count). The Purchaser or one of its representatives shall be permitted to observe the physical inventory count.

Closing Cash Proceeds Adjustment. (a) At least five three (53) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a good-good faith estimate of the Closing Cash Proceeds (the “Estimated Closing Cash Proceeds”), including (i) each of the components thereof, based on the Company’s and its Subsidiaries’ books and records and other information then available and (ii) at available. Following delivery of the Company’s calculation of the Estimated Closing Cash Proceeds, to the extent reasonably requested by the Purchaser’s request, a physical inventory count in accordance with the last two sentences of this Section 3.03(a) (with respect Company shall make available to the inventory included Purchaser supporting documentation used in preparing the estimated Estimated Closing Working Capital located at Cash Proceeds. In the event that the Purchaser notifies the Company of any objection to the Company’s initial calculation of the Applicable Facilities). The Purchaser may submit any comments in writing to the Company until 5:00 p.m. prevailing Eastern TimeEstimated Closing Cash Proceeds, on the second no later than one (2nd1) Business Day prior to the anticipated Closing Date Date, the Purchaser and the Company will consider any shall discuss such comments objection(s) in good faith andand the Company will, if any such comments are agreed, will so revise in good faith after considering the Estimated Closing Cash Proceeds. The Estimated Closing Cash Proceeds shall be calculated in accordance with the Applicable Accounting Principles. The failure by discussion between the Purchaser to submit any comments to and the Company pursuant to the preceding sentence (or the decision by the Company to Company, revise or not revise and re-deliver its calculation of the Estimated Closing Cash Proceeds in response to any such comments) shall not be deemed a waiver of any right of the Purchaser to reflect the results of such discussion if and as the Company determines appropriate in good faith (which redelivered Estimated Closing Cash Proceeds, if any, shall serve as the Estimated Closing Cash Proceeds for all purposes under this Agreement); it being understood and agreed, that without limiting the parties’ rights and obligations under Section 2.04(b) through Section 2.04(h), if there is any remaining dispute over the Estimated Closing Cash Proceeds or the Representative to raise any such objection during the course of the adjustment process set forth in this Section 3.03. The Company shall complete within ten (10) Business Days prior Company’s determination pursuant to the anticipated foregoing clause, the Estimated Closing Cash Proceeds as finally determined and delivered by the Company hereunder shall constitute the Estimated Closing Cash Proceeds and in no event shall the Closing Date be postponed or otherwise delayed as a physical inventory count of inventory located at each of the Applicable Facilities or, upon the written request of the Purchaser which is provided not later than thirty (30) days after the date of this Agreement, some but not all of the Applicable Facilities; in each case with such inventory count conducted at the Purchaser’s cost (based on the actual and direct costs of the Company and its Subsidiaries incurred in conducting such inventory count). The Purchaser or one of its representatives shall be permitted to observe the physical inventory countresult thereof.

Closing Cash Proceeds Adjustment. (a) At least five three (53) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a good-statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the Closing Cash Proceeds (the “Estimated Closing Cash Proceeds”), including (i) each of the components thereof, based on the Company’s and its Subsidiaries’ books and records and other information then available and (ii) at the Purchaser’s requestand, a physical inventory count as applicable, in accordance with the last two sentences Accounting Principles. Following delivery of this Section 3.03(a) (with respect the Company’s calculation of the Estimated Closing Statement, to the inventory included in extent reasonably requested by the estimated Closing Working Capital located at any of Purchaser, the Applicable Facilities). The Purchaser may submit any comments in writing Company shall make available to the Company until 5:00 p.m. prevailing Eastern TimePurchaser supporting documentation used in preparing the Estimated Closing Statement, on the second (2nd) Business Day prior to the anticipated Closing Date and the Company will shall consider any such reasonable comments provided by the Purchaser in good faith andbased on the Purchaser’s review of the Estimated Closing Statement and such documentation, provided, that if any such comments are agreed, will so revise there is a dispute over the Estimated Closing Cash Proceeds. The , the Estimated Closing Cash Proceeds shall be calculated in accordance with the Applicable Accounting Principles. The failure by the Purchaser to submit any comments to the Company pursuant to the preceding sentence (or the decision Statement delivered by the Company shall govern and the obligation of the Company to consider such reasonable comments of the Purchaser regarding the Estimated Closing Statement shall in no event require that the Company revise or not revise its calculation of the Estimated Closing Cash Proceeds in response or that the contemplated Closing Date be postponed or otherwise delayed. In addition to any such comments) the Estimated Closing Statement provided pursuant to this Section 2.04, the Company shall not be deemed a waiver of any right provide to the Purchaser an updated version of the Purchaser or the Representative to raise any such objection during the course of the adjustment process set forth in this Section 3.03. The Company shall complete within ten (10) Business Days prior to the anticipated Closing Date a physical inventory count of inventory located at each of the Applicable Facilities or, upon the written request of the Purchaser which is provided not later than thirty (30) days after the date of this Agreement, some but not all of the Applicable Facilities; in each case with such inventory count conducted at the Purchaser’s cost (Payment Schedule based on the actual and direct costs of the Company and its Subsidiaries incurred in conducting such inventory count). The Purchaser or one of its representatives Estimated Closing Cash Proceeds, which shall be permitted updated to observe include the physical inventory countClosing Series A/C Share for each of Holdings LP and Falcon, and the amounts to be paid to each Seller and Falcon pursuant to Section 2.03.

Closing Cash Proceeds Adjustment. (a) At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement in the Purchaser same form and format as set forth in Exhibit K (such statement, the “Estimated Closing Statement”) setting forth in reasonable detail and with reasonable supporting documentation (i) a good-good faith estimate of the Closing Cash Proceeds (the “Estimated Closing Cash Proceeds”), including (i) each of the components thereofthereof calculated in accordance with the definition thereof and the Accounting Principles, with supporting calculations related thereto as applicable, based on the Company’s and its Subsidiaries’ books and records and other information then available and (ii) at the Purchaser’s request, a physical inventory count in accordance with the last two sentences of this Section 3.03(a) (with respect to the inventory included in the an estimated Closing Working Capital located at any of the Applicable Facilities). The Purchaser may submit any comments in writing to the Company until 5:00 p.m. prevailing Eastern Time, on the second (2nd) Business Day prior to the anticipated Closing Date and the Company will consider any such comments in good faith and, if any such comments are agreed, will so revise the Estimated Closing Cash Proceeds. The Estimated Closing Cash Proceeds shall be calculated in accordance with the Applicable Accounting Principles. The failure by the Purchaser to submit any comments to the Company pursuant to the preceding sentence (or the decision by the Company to revise or not revise the Estimated Closing Cash Proceeds in response to any such comments) shall not be deemed a waiver of any right of the Purchaser or the Representative to raise any such objection during the course of the adjustment process set forth in this Section 3.03. The Company shall complete within ten (10) Business Days prior to the anticipated Closing Date a physical inventory count of inventory located at each of the Applicable Facilities or, upon the written request of the Purchaser which is provided not later than thirty (30) days after the date of this Agreement, some but not all of the Applicable Facilities; in each case with such inventory count conducted at the Purchaser’s cost (based on the actual and direct costs consolidated balance sheet of the Company and its Subsidiaries incurred in conducting such inventory countas of the Measurement Time (the “Estimated Closing Balance Sheet”). The Purchaser Following delivery of the Company’s calculation of the Estimated Closing Cash Proceeds, the Company shall make available to Parent such additional supporting documentation as is reasonably requested in writing by Parent (subject to execution of any customary work paper access letter to the extent applicable) used in preparing the Estimated Closing Cash Proceeds and the Company shall consider any reasonable comments provided by Parent in good faith based on Parent’s review of the Estimated Closing Cash Proceeds (or one any component thereof) and such documentation; provided, that if there is a dispute over the Estimated Closing Cash Proceeds (or any component thereof), the Estimated Closing Cash Proceeds delivered by the Company shall govern in all respects, and the obligation of the Company to consider such reasonable comments of Parent regarding the Estimated Closing Cash Proceeds shall in no event require that the Company revise its representatives calculation of the Estimated Closing Cash Proceeds or that the Closing be postponed or otherwise delayed. For the avoidance of doubt, Parent shall have no obligation to comment on the Estimated Closing Statement and Parent’s failure to so comment on the Estimated Closing Statement shall not be permitted deemed an acceptance of any amounts set forth therein or a waiver of any objections thereto, or otherwise impair Parent’s right to observe assign different values to any items set forth therein in the physical inventory countClosing Statement in accordance with Section 3.03(c).