Common use of Closing Date Adjustment Clause in Contracts

Closing Date Adjustment. The Company shall deliver to Buyer (a) at least three (3) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”), which shall be prepared in good faith by the Company, setting forth the Company’s good faith estimates (which estimates shall be subject to the reasonable review of Buyer) of (i) Final Working Capital (as estimated, “Estimated Working Capital”), (ii) Final Company Transaction Expenses (as estimated, “Estimated Company Transaction Expenses”), (iii) Final Indebtedness (as estimated, “Estimated Indebtedness”), (iv) the amount of Initial Merger Consideration and the Initial Distribution derived therefrom and (v) the amount of current liabilities associated with each of the Excluded Accounts (and separately identifying the Excluded Payroll Accounts) as of the Closing calculated in accordance with the Accounting Principles, and (b) at least one (1) Business Day prior to the Closing Date, a statement setting forth, with respect to each Seller, such Seller’s name and Pro Rata Portion (with respect to the Initial Distribution and any subsequent Merger Consideration Distributions) and the number of shares of Capital Stock and vested Company Options owned by such Seller, in each case as of the Closing and together with reasonable supporting documentation. In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, exceeds $10,460,000.00 (Ten Million Four Hundred Sixty Thousand Dollars) (the “Working Capital Threshold”), the Initial Merger Consideration will be increased by such excess (the “Excess Payment”). In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, is less than the Working Capital Threshold, the Initial Merger Consideration will be decreased by such shortfall (the “Shortfall Reduction”). The Final Merger Consideration will be subject to further adjustment upon final, post-Closing determination of the Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, as provided in Section 2.8.2. The calculations set forth in this Section 2.8.1 shall be subject to the reasonable review of Buyer and shall reflect any adjustments reasonably requested by Buyer that are consistent with the requirements of, and definitions set forth in, this Agreement.

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital, Indebtedness of the Company shall deliver and the Company Subsidiaries, and Transaction Expenses, in each case from their respective targets and/or estimated amounts to Buyer the final amounts on the same accounting bases consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than five (a5) at least three (3) Business Days days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), which shall be prepared in set forth a good faith by the Company, setting forth the Company’s good faith estimates (which estimates shall be subject to the reasonable review of Buyer) estimate of (i) Final Working Capital the Cash and Cash Equivalents of the Company and the Company Subsidiaries as of the Closing (as estimated, the “Estimated Working CapitalClosing Cash and Cash Equivalents”), (ii) Final the Indebtedness of the Company Transaction Expenses and the Company Subsidiaries as of the Closing (as estimated, the “Estimated Company Transaction ExpensesClosing Indebtedness”), (iii) Final Indebtedness the Transaction Expenses (as estimated, the “Estimated IndebtednessTransaction Expenses”), and (iv) the amount Working Capital of Initial Merger Consideration the Company and the Initial Distribution derived therefrom and (v) the amount of current liabilities associated with each of the Excluded Accounts (and separately identifying the Excluded Payroll Accounts) Company Subsidiaries as of the Closing calculated (the “Estimated Closing Working Capital”). The Estimated Closing Statement shall be prepared in accordance a manner consistent with (A) the Accounting Principlesdefinitions of Cash and Cash Equivalents, Indebtedness, Transaction Expenses, and Working Capital set forth herein and (bB) at least one the methodologies, practices and assumptions set forth in the Working Capital Schedule. Prior to the Closing, Seller shall (x) provide Buyer and its Representatives with reasonable access, during normal business hours and upon reasonable prior notice, to the (1) Business Day prior Books and Records and (2) senior employees and accountants of the Company and the Company Subsidiaries (as reasonably requested by Buyer) and (y) cooperate with Buyer in seeking to the Closing Date, a statement setting forth, with respect to each obtain work papers from Seller, such Seller’s name the Company and Pro Rata Portion the Company Subsidiaries pertaining to or used in connection with the preparation of the Estimated Closing Statement and provide Buyer with copies thereof (as reasonably requested by Buyer). Seller and Buyer in good faith shall seek to resolve any differences that they may have with respect to the Initial Distribution and computation of any subsequent Merger Consideration Distributions) and the number of shares of Capital Stock and vested Company Options owned by such Seller, in each case as of the Closing and together with reasonable supporting documentation. In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, items in each case as reflected on the Estimated Closing Statement, exceeds $10,460,000.00 (Ten Million Four Hundred Sixty Thousand Dollars) (; provided that if the “Working Capital Threshold”)parties are unable to resolve all such differences prior to the Closing, the Initial Merger Consideration will be increased by such excess (the “Excess Payment”). In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate amounts of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, is less than the Working Capital Threshold, the Initial Merger Consideration will be decreased by such shortfall (the “Shortfall Reduction”). The Final Merger Consideration will be subject to further adjustment upon final, post-Closing determination of the Final Working Capital, Final Company Estimated Closing Indebtedness, Estimated Closing Cash and Cash Equivalents and Estimated Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, Expenses as provided reflected in Section 2.8.2. The calculations set forth in this Section 2.8.1 the Estimated Closing Statement shall be subject to used for purposes of calculating the reasonable review of Buyer and shall reflect any adjustments reasonably requested by Buyer that are consistent with purchase price adjustment on the requirements of, and definitions set forth in, this AgreementClosing Date.

Closing Date Adjustment. The Company shall deliver to Buyer Not less than two business days before the Closing Date, Sellers shall, in good faith and in accordance with GAAP and prepared in a manner consistent with the Prior Balance Sheets, prepare an estimated balance sheet (athe "Estimated Balance Sheet") at least three (3) Business Days of Sellers as of the open of business on the Closing Date on a reasonable basis using Sellers then best available financial information. In connection with the preparation of the Estimated Balance Sheet on a mutually agreed upon date prior to the Closing Date, Sellers and Buyer, including their respective representatives, shall observe a statement (the “full physical count by Sellers of all inventory of Sellers. The Estimated Closing Statement”), which Balance Sheet shall be prepared on a basis consistent with the Prior Balance Sheets, and shall, among other things, estimate Accounts Receivable, Inventory and Pre-Paid Expenses ("Estimated Accounts Receivable," "Estimated Inventory" and "Estimated Pre-Paid Expenses" respectively, and collectively, the "Closing Date Estimates"); provided, however, that if Buyer does not agree with any or all of the Closing Date Estimates prepared by Sellers, Buyer may, in its discretion, in good faith and in accordance with GAAP, estimate any or all of Accounts Receivable, Inventory and Pre- Paid Expenses of Sellers as of the open of business on the Closing Date, and in such event, for purposes of this section, the Closing Date Estimates shall be deemed to be equal to the average of Sellers' and Buyer's good faith determination thereof. At the Closing, the Purchase Price will be increased (if such amount is positive) or decreased (if such amount is negative), dollar-for-dollar, by the Companyfollowing amount (the "Closing Date Adjustment"): the sum of (a) the result of Estimated Accounts Receivable minus $22,565,000, setting forth multiplied by .90, (b) the Company’s good faith estimates result of Estimated Inventory minus $32,283,000, multiplied by .70 and (which estimates c) the result of Estimated Pre- Paid Expenses minus $1,053,000. In preparing the Estimated Balance Sheet, Sellers shall be subject to the reasonable review of Buyer) of exclude (i) Final Working Capital (as estimatedany Accounts Receivable that are not owned, “Estimated Working Capital”)legally and beneficially, 100% by Sellers or by CIT, (ii) Final Company Transaction any Pre-Paid Expenses (as estimatedrepresenting fees or other expenses arising in or related to the Chapter 11 Case, “Estimated Company Transaction Expenses”), and (iii) Final Indebtedness (as estimated, “Estimated Indebtedness”), (iv) the amount of Initial Merger Consideration and the Initial Distribution derived therefrom and (v) the amount of current liabilities associated with each of the Excluded Accounts (and separately identifying the Excluded Payroll Accounts) as of the Closing calculated in accordance with the Accounting PrinciplesAssets, and (b) at least one (1) Business Day prior to Sellers shall include in Estimated Inventory the Closing Date, a statement setting forth, with respect to each Seller, such Seller’s name and Pro Rata Portion (with respect to the Initial Distribution and any subsequent Merger Consideration Distributions) and the number of shares of Capital Stock and vested Company Options owned by such Seller, in each case as of the Closing and together with reasonable supporting documentation. In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, exceeds $10,460,000.00 (Ten Million Four Hundred Sixty Thousand Dollars) (the “Working Capital Threshold”), the Initial Merger Consideration will be increased by such excess (the “Excess Payment”). In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, is less than the Working Capital Threshold, the Initial Merger Consideration will be decreased by such shortfall (the “Shortfall Reduction”). The Final Merger Consideration will be subject to further adjustment upon final, post-Closing determination of the Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, as provided in Section 2.8.2. The calculations set forth in this Section 2.8.1 shall be subject to the reasonable review of Buyer and shall reflect any adjustments reasonably requested by Buyer that are consistent with the requirements of, and definitions set forth in, this AgreementUnsold Brooks Finished Inventory.

Closing Date Adjustment. The Company shall deliver to Buyer At the Closing, the Purchase Price will be adjusted on a dollar for dollar basis as set forth in this Section 3.3. Not more than ten (a10) at least Business Days, but in no event less than three (3) Business Days prior to Days, before the Closing Date, a the Seller shall, in good faith, prepare an estimated statement of Net Working Capital as of the open of business on the Closing Date consistent with the Seller's past practices, using the Seller's then available financial information (the “"Estimated Closing Statement”), which shall be prepared in good faith by the Company, setting forth the Company’s good faith estimates (which estimates shall be subject to the reasonable review of Buyer) of (i) Final Net Working Capital (as estimated, “Estimated Working Capital”), (ii) Final Company Transaction Expenses (as estimated, “Estimated Company Transaction Expenses”), (iii) Final Indebtedness (as estimated, “Estimated Indebtedness”), (iv) the amount of Initial Merger Consideration and the Initial Distribution derived therefrom and (v) the amount of current liabilities associated with each of the Excluded Accounts (and separately identifying the Excluded Payroll AccountsStatement") as of such date. If the estimated Net Working Capital is $2,000,000 or less, the Buyer shall accept the Estimated Net Working Capital Statement for purposes of adjusting the Cash Purchase Price pursuant to this Section 3.3(a). If the estimated Net Working Capital is greater than $2,000,000, the Buyer shall, not later than three (3) calendar days after receipt of the Estimated Closing calculated in accordance Net Working Capital Statement, provide the Seller with a list of those items, if any, to which the Accounting PrinciplesBuyer takes exception and the Buyer's proposed adjustments (the "Buyer's Adjustments"). If the Buyer fails to deliver the Buyer's Adjustments within three (3) calendar days following receipt of the Estimated Net Working Capital Statement, and (b) at least the Buyer shall be deemed to have accepted the Estimated Net Working Capital Statement. If the Seller does not give the Buyer notice of objections within one (1) Business Day prior calendar day following receipt of the Buyer's Adjustments, the Seller shall be deemed to have accepted the Buyer's Adjustments for purposes of determining the Estimated Net Working Capital Statement. If the Seller gives the Buyer notice of objections to the Closing DateBuyer's Adjustments, a statement setting forthand if the Buyer and the Seller are unable, with respect within one (1) calendar day after receipt by the Buyer of the notice by the Seller of objections to each Sellerresolve the disputed exceptions, such Seller’s name and Pro Rata Portion (with respect the Estimated Net Working Capital shall be deemed equal to the Initial Distribution and any subsequent Merger Consideration Distributions) average of the Seller's and the number of shares of Capital Stock and vested Company Options owned by such Seller, in each case as of the Closing and together with reasonable supporting documentationBuyer's good faith determination thereof. In the event that (A) If the Estimated Net Working Capital plus is less than Zero Dollars (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, exceeds $10,460,000.00 (Ten Million Four Hundred Sixty Thousand Dollars) (the “Working Capital Threshold”0), the Initial Merger Consideration will Purchase Price shall be decreased on a dollar for dollar basis by the amount of such deficiency (the "Estimated Deficiency"). If the Estimated Net Working Capital is greater than Zero Dollars ($0), the Purchase Price shall be increased on a dollar for dollar basis by the amount of such excess surplus (the “Excess Payment”"Estimated Surplus"). In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, is less than the Working Capital Threshold, the Initial Merger Consideration will be decreased by such shortfall (the “Shortfall Reduction”). The Final Merger Consideration will be subject to further adjustment upon final, post-Closing determination of the Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, as provided in Section 2.8.2. The calculations set forth in this Section 2.8.1 shall be subject to the reasonable review of Buyer and shall reflect any adjustments reasonably requested by Buyer that are consistent with the requirements of, and definitions set forth in, this Agreement.

Closing Date Adjustment. The Company shall deliver to Buyer At least two (a) at least three (32) Business Days prior to the Closing Date, DEI and Seller shall deliver to Buyer (i) the Closing Acquired Stores Schedule, the Closing Disney Retained Stores Schedule and the Deferred Stores Schedule; (ii) the estimated unaudited balance sheet of the Company on a statement combined basis as of the Closing Date, prepared by the Company, DEI and Seller in good faith, giving effect as of the Closing Date to the Pre-Closing Transactions (the “"Closing Balance Sheet"); and (iii) a letter setting forth and certifying the Company's, DEI's and Seller's good faith calculation, based on the Closing Balance Sheet, of the Estimated Closing Statement”), which Working Capital and the Estimated Closing Working Capital Adjustment Amount. The Closing Balance Sheet shall be prepared in good faith by a manner and form consistent with the Company, setting forth Pro Forma Balance Sheet (including the Company’s good faith estimates (which estimates shall be subject to the reasonable review application of Buyer) of (i) Final Working Capital (as estimated, “Estimated Working Capital”Modified GAAP), (ii) Final Company Transaction Expenses (as estimatedexcept for adjustments made to reflect the absence of the Non-Transferable Stores, “Estimated Company Transaction Expenses”), (iii) Final Indebtedness (as estimated, “Estimated Indebtedness”), (iv) the amount of Initial Merger Consideration Expired Lease Stores and the Initial Distribution derived therefrom and (v) the amount of current liabilities associated with each of the Excluded Accounts (and separately identifying the Excluded Payroll Accounts) as of the Closing calculated Deferred Stores in accordance with the Accounting PrinciplesStore Adjustment Methodology, and the Estimated Closing Working Capital and the Estimated Closing Working Capital Adjustment Amount shall be calculated in a manner and form consistent with the June 2004 Working Capital Statement. Upon the Closing Date (b) at least one (1) Business Day and, if Buyer makes the election provided for in Section 3.3.1, on or prior to the Closing Date, a statement setting forth, with respect to each Seller, such Seller’s name and Pro Rata Portion (Working Capital Deferred Delivery Date with respect to the Initial Distribution and any subsequent Merger Consideration Distributions) and Deferred Item Amount only), the number of shares of Estimated Closing Working Capital Stock and vested Company Options owned by Adjustment Amount shall be paid in accordance with Section 3.2 or 3.3, as applicable; provided, that if the Estimated Closing Working Capital Adjustment Amount is zero, there shall be no such Sellerpayment made pursuant to this Section 2.3.1. If the Estimated Closing Working Capital Adjustment Amount is positive, in each case as of the Closing and together with reasonable supporting documentation. In the event that (A) the "Initial Canada Purchase Price" shall be (x) the Estimated Closing Working Capital plus Adjustment Amount multiplied by (y) a fraction, the numerator of which is the number of Acquired Stores set forth on the Closing Acquired Stores Schedule that were operated by TDS Canada prior to the Closing, and the denominator of which is the total number of Acquired Stores set forth on the Closing Acquired Stores Schedule, and (B) the amount, if any, by which "Initial USA Purchase Price" shall be the Excluded Payroll Accounts Minimum exceeds Initial Purchase Price minus the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on Initial Canada Purchase Price. If the Estimated Closing Statement, exceeds $10,460,000.00 (Ten Million Four Hundred Sixty Thousand Dollars) (the “Working Capital Threshold”)Adjustment Amount is negative or zero, the "Initial Merger Consideration will Canada Purchase Price" and the "Initial USA Purchase Price" shall each be increased by such excess (the “Excess Payment”). In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, is less than the Working Capital Threshold, the Initial Merger Consideration will be decreased by such shortfall (the “Shortfall Reduction”). The Final Merger Consideration will be subject to further adjustment upon final, post-Closing determination of the Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, as provided in Section 2.8.2. The calculations set forth in this Section 2.8.1 shall be subject to the reasonable review of Buyer and shall reflect any adjustments reasonably requested by Buyer that are consistent with the requirements of, and definitions set forth in, this Agreementzero.

Closing Date Adjustment. The purpose of the purchase price adjustment set forth in this Section 2.3 is to measure any changes in the Cash and Cash Equivalents, Working Capital and Company shall deliver Fees and Expenses of the Company and the Company Subsidiaries from the respective target and/or estimated amounts to Buyer the final amounts on the same accounting basis consistently applied to reflect transactions and/or events up to and conditions existing at the Closing Date. Not less than two (a) at least three (32) Business Days prior to the Closing Date, a statement Seller shall deliver to Buyer an estimated balance sheet for the Company and the Company Subsidiaries as of the Effective Time (the “Estimated Closing StatementBalance Sheet”) and a computation of the Cash and Cash Equivalents of the Company and the Company Subsidiaries (“Estimated Closing Cash and Cash Equivalents”) and Working Capital of the Company and the Company Subsidiaries (the “Estimated Closing Working Capital”) based upon such Estimated Closing Balance Sheet, as well as a listing (including amounts) of the Company Fees and Expenses which will remain unpaid at the Effective Time (the “Estimated Unpaid Company Fees and Expenses”), which . The Estimated Closing Balance Sheet shall be prepared in good faith by a manner consistent with (i) the Companydefinitions of Cash and Cash Equivalents and Working Capital set forth herein, setting and (ii) the methodologies, practices and assumptions used in preparing the Base Balance Sheet set forth on Schedule I, as applicable and (iii) GAAP (provided, that in the Company’s good faith estimates (which estimates event of any conflict between GAAP and the methodologies, practices and assumptions used in preparing the Base Balance Sheet, the methodologies, practices and assumptions set forth on Schedule I shall govern and control). The Estimated Closing Balance Sheet, the computations of Estimated Closing Cash and Cash Equivalents and Estimated Closing Working Capital based upon such Estimated Closing Balance Sheet, and the Estimated Unpaid Company Fees and Expenses shall be conclusive for purposes of the calculation of the Net Purchase Price payable at the Closing, but shall be subject to the reasonable review of Buyer) of (i) Final Working Capital (as estimated, “Estimated Working Capital”), (ii) Final Company Transaction Expenses (as estimated, “Estimated Company Transaction Expenses”), (iii) Final Indebtedness (as estimated, “Estimated Indebtedness”), (iv) the amount of Initial Merger Consideration and the Initial Distribution derived therefrom and (v) the amount of current liabilities associated with each of the Excluded Accounts (and separately identifying the Excluded Payroll Accounts) as of adjustment after the Closing calculated in accordance with the Accounting Principles, and (b) at least one (1) Business Day prior pursuant to the Closing Date, a statement setting forth, with respect to each Seller, such Seller’s name and Pro Rata Portion (with respect to the Initial Distribution and any subsequent Merger Consideration Distributions) and the number of shares of Capital Stock and vested Company Options owned by such Seller, in each case as of the Closing and together with reasonable supporting documentation. In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, exceeds $10,460,000.00 (Ten Million Four Hundred Sixty Thousand Dollars) (the “Working Capital Threshold”), the Initial Merger Consideration will be increased by such excess (the “Excess Payment”). In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, is less than the Working Capital Threshold, the Initial Merger Consideration will be decreased by such shortfall (the “Shortfall Reduction”). The Final Merger Consideration will be subject to further adjustment upon final, post-Closing determination of the Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, as provided in Section 2.8.2. The calculations set forth in this Section 2.8.1 shall be subject to the reasonable review of Buyer and shall reflect any adjustments reasonably requested by Buyer that are consistent with the requirements of, and definitions set forth in, this Agreement2.3.

Closing Date Adjustment. The Company shall deliver to Buyer (a) at Parent, the Company and the Stockholder Representative acknowledge and agree that the (i) Net Working Capital (and the Adjustment Amount), (ii) Cash Amount, (iii) Closing Indebtedness and (iv) Transaction Expenses may not be known as of the Closing Date (items (ii) to (iv) the “Other Adjustment Items”) may need to be adjusted subsequent to the Closing Date on the basis set forth herein. (b) At least three two (32) Business Days prior to Closing, the Closing Date, Company delivered to Parent a statement (the “Estimated Closing Statement”) setting forth a good-faith estimation of (i) the Net Working Capital and how it is calculated, which shall have been prepared in accordance with the definition of Net Working Capital provided in this Agreement and reasonably acceptable to Parent (the “Estimated Net Working Capital” ), which and (ii) the Other Adjustment Items (the “Estimated Other Adjustment Items” ). (c) As soon as reasonably practicable, but not later than ninety (90) days after the Closing Date, Parent shall prepare in good faith and deliver to the Stockholder Representative (i) Parent’s determination of (i) (A) the Net Working Capital as of the Closing Date, and (B) the Other Adjustment Items as of the Closing Date (collective the “Final Other Adjustment Items” ) and (ii) a statement setting forth Parent’s resulting calculation of the Adjustment Amount (the “Parent Closing Statement”). The Parent Closing Statement shall be prepared in good faith by the Company, setting forth the Company’s good faith estimates (which estimates shall be subject to the reasonable review of Buyer) of (i) Final Working Capital (as estimated, “Estimated Working Capital”), (ii) Final Company Transaction Expenses (as estimated, “Estimated Company Transaction Expenses”), (iii) Final Indebtedness (as estimated, “Estimated Indebtedness”), (iv) the amount of Initial Merger Consideration accordance with GAAP and the Initial Distribution derived therefrom definitions provided in this Agreement. (d) The Stockholder Representative and (v) Parent will have the amount of current liabilities associated with each right to review all records, work papers and calculations, and shall have access to such personnel and advisors of the Excluded Accounts (Surviving Corporation and separately identifying Parent on reasonable advance notice and during regular working hours, that are reasonably necessary for the Excluded Payroll Accounts) as purpose of the Closing calculated in accordance with the Accounting Principles, and (b) at least one (1) Business Day prior to the Closing Date, a statement setting forth, with respect to each Seller, such Seller’s name and Pro Rata Portion (with respect to the Initial Distribution and any subsequent Merger Consideration Distributions) and the number of shares of Capital Stock and vested Company Options owned by such Seller, in each case as of the Closing and together with reasonable supporting documentation. In the event that (A) the Estimated Working Capital plus (B) the amount, if any, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on reviewing the Estimated Closing Statement and the Parent Closing Statement, exceeds $10,460,000.00 (Ten Million Four Hundred Sixty Thousand Dollars) (the “Working Capital Threshold”), the Initial Merger Consideration ; provided that Parent will be increased by entitled to withhold portions of any such excess (the “Excess Payment”). In the event that (A) the Estimated Working Capital plus (B) the amountbooks, if anyrecords, by which the Excluded Payroll Accounts Minimum exceeds the aggregate of the Excluded Payroll Accounts, minus (C) the amount, if any, by which the aggregate of Excluded Payroll Accounts exceeds the Excluded Payroll Accounts Maximum, in each case as reflected on the Estimated Closing Statement, is less than the Working Capital Threshold, the Initial Merger Consideration will be decreased by such shortfall (the “Shortfall Reduction”). The Final Merger Consideration will be subject to further adjustment upon final, post-Closing determination of the Final Working Capital, Final Company Transaction Expenses, Final Indebtedness and Excluded Payroll Accounts, as provided in Section 2.8.2. The calculations set forth in this Section 2.8.1 shall be subject to the reasonable review of Buyer and shall reflect any adjustments reasonably requested by Buyer that are consistent with the requirements of, and definitions set forth in, this Agreement.documents or other information