Common use of Closing Estimates Clause in Contracts

Closing Estimates. (a) At least three Business Days prior to the anticipated Closing Date, the Companies shall prepare and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good faith estimate of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance Sheet”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (y) Cash (the “Estimated Cash”) and (z) Transaction Expenses (the “Estimated Transaction Expenses”) (with each of Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately prior to the Closing and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements) and (C) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (in each case, to the extent consistent with GAAP). All calculations of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates of the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”).

Closing Estimates. (a) At least three five (5) Business Days prior to the anticipated Closing Date, the Companies Company shall prepare in good faith prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good consolidated balance sheet of the Company and its Subsidiaries, as of the Measurement Time (the “Preliminary Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth on Schedule 2.9, (ii) a good-faith estimate of (A) a consolidated balance sheet of each of (x) Net Working Capital based on the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance SheetSheet (the “Estimated Net Working Capital”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (yC) Cash (the “Estimated Cash”) and (zD) unpaid Transaction Expenses (the “Estimated Transaction Expenses”) (with ), in each of Estimated Cashcase, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately prior to the Closing andMeasurement Time, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)before taking into account the payments contemplated herein, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements) and (Ciii) on the basis of the foregoing, a calculation of the Estimated Purchase PriceClosing Merger Consideration, the Per Share Merger Consideration and the payments due hereunder to each Seller. (iib) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) All calculations of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s nameNet Working Capital, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (in each case, to the extent consistent with GAAP). All calculations of Estimated Payoff Indebtedness, Estimated Cash Cash, Transaction Expenses, Closing Merger Consideration, the Per Share Merger Consideration and Estimated Transaction Expenses the payments due hereunder to each Seller shall be accompanied by certificates a certificate signed by the Chief Financial Officer of the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) Company, acting in such capacity, certifying that the applicable such estimates have been calculated were prepared in good faith in accordance with this Agreement Agreement. (c) In the event that Buyer notifies the Company that there are errors in the Preliminary Closing Statement, Buyer and the Company shall discuss such certificateserrors in good faith and the Company may, together with in good faith and after taking into account the discussion between the Company and the Buyer, revise and re-deliver the Preliminary Closing Statement no later than three (3) Business Days prior to Closing to reflect the results of such certifications, collectively discussion (which revised and re-delivered Preliminary Closing Statement shall serve as the “Estimated Preliminary Closing Statement”” for all purposes under this Agreement).

Closing Estimates. (a) At least No later than three Business Days prior to the anticipated Closing Date, the Companies Seller shall prepare and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good faith estimate of Purchaser (A) a consolidated balance sheet certificate signed by an executive officer of each the Seller setting forth the Seller’s good faith calculation of the EBITDA Adjustment and good faith estimates and calculation of Net Working Capital (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance SheetEstimated Net Working Capital”), (B) (x) Payoff Closing Indebtedness (the “Estimated Payoff Closing Indebtedness”), (y) Closing Cash (the “Estimated Cash”) and (z) ), Transaction Expenses (the “Estimated Transaction Expenses”) and the Estimated Consideration (such certificate, the “Pre-Closing Statement”) for the Traditional Business, consolidated, in each case determined in accordance with each of Estimated Cashthe Balance Sheet Rules (if applicable), Estimated Payoff Indebtedness together with supporting documentation for such estimates and Estimated any additional information reasonably requested by Purchaser, and (B) final invoices and other documentation with respect to all Transaction Expenses determined as of immediately prior to be paid by the Seller, the Group Companies or their respective Affiliates to third parties at the Closing (the “Closing Transaction Expenses”). The Seller shall provide Purchaser and its Representatives reasonable and timely access to the Closing andworking papers, except for Estimated Transaction Expenses personnel and Unpaid Taxes (included in Payoff Indebtedness), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements) other information regarding such calculations and (C) estimates set forth on the basis of Pre-Closing Statement as Purchaser may reasonably request, along with a reasonable opportunity to review and comment on the Pre-Closing Statement, and the Seller shall include all comments reasonably proposed by Purchaser in the Pre-Closing Statement; provided that if the Parties do not agree within 48 hours on any changes proposed by Purchaser, the Pre-Closing Statement proposed by Seller shall be the Pre-Closing Statement. Subject to the foregoing, nothing in this Section 3.1(a) shall limit, modify, abrogate or otherwise constitute a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness waiver of any Enhanced Entity as of immediately prior Purchaser’s or the Seller’s rights to the Closingdetermine Net Working Capital, including Indebtedness under the heading “Retained Closing Cash, Closing Indebtedness,” and , Transaction Expenses (iii) a schedule (collectively, the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing PaymentFinal Amounts”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (in each case, Transaction Consideration pursuant to the extent consistent with GAAP). All calculations of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates of the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”Section 3.1(c).

Closing Estimates. (a) At least three five Business Days prior to the anticipated Closing Date, the Companies Seller Representative shall prepare prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Estimated Closing Statement”) that shall include and set forth (i) a good faith estimate of (Aa) a consolidated balance sheet of each of (x) the Enhanced EntitiesCompany and its Subsidiaries, (y) Trident ECP and (z) Trident ECG, in each caseincluding all notes thereto, as of immediately prior to the Closing Cut-off Time (each a the “Preliminary Closing Balance Sheet”), (Bb) a good faith estimate of (xi) Payoff Net Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Net Working Capital”), (ii) Indebtedness (the “Estimated Payoff Indebtedness”), (yiii) Cash (the “Estimated Cash”) and (ziv) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Net Working Capital, Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately prior to the Closing Cut-off Time and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementshereby) and (Cc) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the ClosingEstimated Net Working Capital, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet and the Net Working Capital Methodologies, provided that in the event of a conflict between GAAP and the explicit Net Working Capital Methodologies, the explicit Net Working Capital Methodologies shall prevail, provided further that in the event of a conflict between GAAP and the Company’s consistent application thereof, GAAP shall prevail (the accounting principles as described in each casethis sentence as modified by the proviso, to the extent consistent with GAAP“Applicable Accounting Principles”). All The Estimated Closing Statement and all calculations of Estimated Payoff Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates a certificate of the chief financial officer Chief Financial Officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) HTA Holdings certifying that the applicable such estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Agreement. The Estimated Closing Statement”)Statement and all such estimates shall be subject to the Buyer’s approval, which shall not be unreasonably withheld, conditioned or delayed, and shall control solely for purposes of determining the amounts payable at the Closing pursuant to Section 2.3 and shall not limit or otherwise affect the Buyer’s remedies under this Agreement or otherwise, or constitute an acknowledgement by the Buyer of the accuracy of the amounts reflected thereof.

Closing Estimates. (a) At least three five Business Days prior to the anticipated Closing Date, the Companies shall prepare Seller prepared, or caused to be prepared, and deliver delivered to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include included and set forth (i) a good faith estimate of (Aa) a consolidated balance sheet statement of each financial position of (x) the Enhanced Entities, (y) Trident ECP Company and (z) Trident ECG, in each case, its Subsidiaries as of immediately prior to the Closing Cut-off Time (each a the “Preliminary Closing Balance Sheet”), (Bb) a good-faith estimate of (xi) Payoff Net Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Net Working Capital”), (ii) Indebtedness (the “Estimated Payoff Indebtedness”), ) and (yiii) Cash (the “Estimated Cash”) and (z) Transaction Expenses (the “Estimated Transaction Expenses”) (with each of Estimated CashNet Working Capital, Estimated Payoff Indebtedness Cash and Estimated Transaction Expenses Indebtedness determined as of immediately prior to the Closing Cut-off Time and, except for Estimated Transaction Expenses and Unpaid Taxes clause (included in Payoff ix) of the definition of Indebtedness), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementshereby) and (Cc) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructionsSettlement Amount. Estimated Payoff Net Working Capital, Estimated Indebtedness and Estimated Cash shall be were calculated in accordance with GAAP the following order of priority: (i) first, the accounting principles, policies and procedures applied on a basis consistent with the preparation of the most recent Balance Sheet (in each case, except to the extent consistent inconsistent with UK GAAP; and (ii) second, in accordance with UK GAAP (the accounting principles, policies and priorities as described in this sentence, the “Applicable Accounting Principles”). All calculations of Estimated Payoff IndebtednessNet Working Capital, Estimated Cash Indebtedness and Estimated Transaction Expenses shall be Cash were accompanied by certificates a certificate of the chief financial a duly authorized officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable such estimates have been were calculated in good faith in accordance with this Agreement. The Buyer and the Seller agree that the estimates set forth in the Preliminary Closing Statement shall control solely for purposes of determining the amounts payable at the Closing pursuant to Section 2.2 and shall not limit or otherwise affect the Buyer’s remedies under this Agreement (such certificatesor otherwise, together with such certifications, collectively or constitute an acknowledgement by the “Estimated Closing Statement”)Buyer of the accuracy of the amounts reflected thereof.

Closing Estimates. (a) At least three four Business Days prior to the anticipated Closing Date, the Companies Sellers Representative shall prepare prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good faith estimate of (A) a consolidated an estimated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each caseCompany, as of immediately prior to the Closing Calculation Time (each a the “Preliminary Closing Balance Sheet”), (ii) a good-faith estimate of (A) Net Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Net Working Capital”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (yC) Cash (the “Estimated Cash”) and (zD) all Transaction Expenses that are accrued or expected to be due and remain unpaid as of the Closing (the “Estimated Transaction Expenses”) (with each of Estimated CashNet Working Capital, Estimated Payoff Indebtedness Cash and Estimated Transaction Expenses Indebtedness determined as of immediately prior to the Closing Calculation Time and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementsherein) and (Ciii) on the basis of the foregoing, a calculation of the Estimated Purchase Price; provided, (ii) an updated Schedule 3.28 setting forth all Indebtedness for the avoidance of doubt, that, in making such calculations, Estimated Net Working Capital shall exclude any amounts relating to or included in Estimated Cash, Estimated Indebtedness, and Estimated Transaction Expenses to avoid any double-counting of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructionsparticular adjustment. Estimated Payoff Net Working Capital, Estimated Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (provided, that in each casethe event of a conflict between GAAP and consistent application thereof, GAAP shall prevail), subject to such differences in accounting principles, policies and procedures as are set forth on Section 2.3 of the extent consistent with GAAPDisclosure Schedules (GAAP as so modified pursuant to Schedule 2.3, the “Applicable Accounting Principles”). All calculations of Estimated Payoff Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates a certificate of the chief financial a duly authorized officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) Company certifying that the applicable such estimates have been calculated in good faith in accordance with this Agreement Agreement. Without limiting any of the Buyer’s other rights or remedies, the Buyer may object that any of the foregoing has not been calculated in good faith or in a manner consistent with the terms hereof by delivering to the Sellers Representative a written notice of its disagreement at least two Business Days prior to the anticipated Closing Date (the “Buyer’s Notice of Disagreement”), specifying in reasonable detail the nature of its objections to the Sellers Representative’s estimates. The Sellers Representative and the Buyer in good faith shall seek to resolve in writing any objections set forth in the Buyer’s Notice of Disagreement prior to the Closing, and the Sellers Representative shall make such certificatesrevisions to the disputed items as may be mutually agreed between the Sellers Representative and the Buyer; provided, together that if and to the extent that the Buyer and the Sellers Representative have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, the parties shall proceed to close based upon the Preliminary Closing Statement as prepared by the Sellers Representative (with such certificationsmodifications as may have been mutually agreed between the Sellers Representative and the Buyer prior to the Closing Date in accordance with this Section 2.3) or as otherwise agreed to by the Sellers Representative and the Buyer before the Closing. For the avoidance of doubt, collectively any failure of the “Estimated Buyer to raise any objection or dispute in the Buyer’s Notice of Disagreement shall not in any way prejudice Buyer’s right to raise any matter in the Final Closing Statement”).

Closing Estimates. (a) At least three (3) Business Days prior to the anticipated Closing Date, the Companies Stockholder Representative, on behalf of the Sellers, shall prepare have prepared and deliver delivered to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good faith estimate of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP Company and (z) Trident ECG, in each caseits Subsidiaries, as of 11:59 pm on the day immediately prior to preceding the anticipated Closing Date (each a the “Preliminary Closing Balance Sheet”), (Bii) a good-faith estimate of (xA) Payoff Indebtedness Net Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Net Working Capital”), (B) Indebtedness (excluding the amount of the Payoff Indebtedness) (such amount, the “Estimated Indebtedness”), (y) Cash (the “Estimated Cash”) and (zC) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of the Estimated CashNet Working Capital, the Estimated Payoff Indebtedness and the Estimated Transaction Expenses determined as of 11:59 pm on the day immediately prior to preceding the Closing Date and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementsherein) and (Ciii) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” Closing Cash Consideration. The Estimated Net Working Capital and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied the accounting principles set forth on a basis consistent with Schedule 1.4(a)(I) hereto (the preparation of the most recent Balance Sheet (“Accounting Principles”) and shall be presented in each case, to the extent consistent with GAAP)U.S. dollars. All calculations of Estimated Payoff IndebtednessNet Working Capital, Estimated Cash Indebtedness and Estimated Transaction Expenses shall be accompanied by certificates a certificate of the chief financial officer Stockholder Representative certifying, on behalf of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying Sellers, that the applicable such estimates have been calculated in good faith in accordance with this Agreement. All such estimates shall be subject to the Buyer’s approval, which shall not be unreasonably withheld, and shall control solely for purposes of determining the amounts payable at the Closing pursuant to Section 1.3 and shall not limit or otherwise affect the Buyer’s remedies under this Agreement (such certificatesor otherwise, together with such certificationsor constitute an acknowledgement by the Buyer of the accuracy of the amounts reflected thereof. An example of the computation of Net Working Capital, collectively Indebtedness, Transaction Expenses and the “Estimated Closing Statement”)Net Adjustment Amount is set forth on Schedule 1.4(a)(II) hereto, which the parties agree shall reflect the methodology for computing the amounts required for purposes of Sections 1.4 and 1.5.

Closing Estimates. (a) At least three Business Days five calendar days prior to the anticipated Closing Date, the Companies shall prepare Company has prepared and deliver delivered to the Buyer Acquiror a written statement (the “Preliminary Closing Statement”) that shall include included and set forth forth: (i) a good faith estimate of (A) a consolidated balance sheet of each of (x) the Enhanced EntitiesCompany and its Subsidiaries, (y) Trident ECP and (z) Trident ECG, in each case, dated as of immediately prior to the Closing Date (each a the “Preliminary Closing Balance Sheet”); (ii) on the basis of the Preliminary Closing Balance Sheet, a good-faith estimate of the (BA) (x) Payoff Indebtedness Net Working Capital (the “Estimated Payoff IndebtednessNet Working Capital”), ) and (yB) Cash Company Debt (the “Estimated CashCompany Debt”); (iii) and (z) a good-faith estimate of all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated CashNet Working Capital, Estimated Payoff Indebtedness Company Debt, and Estimated Transaction Expenses determined as of immediately prior to the Closing Date and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements) herein); and (Civ) on the basis of the foregoing, a calculation of the Closing Merger Consideration. The Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness Net Working Capital and Estimated Cash Company Debt shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (in each caseSheet, and, with respect to the extent calculation of Estimated Net Working Capital, reflect the accounting principles, policies and procedures set forth in the definition of Net Working Capital so as to make it consistent with GAAP)the calculation of the Targeted Working Capital. All calculations of Estimated Payoff IndebtednessNet Working Capital, Estimated Cash Company Debt and Estimated Transaction Expenses shall be have been accompanied by certificates a schedule of information showing the Company’s method of calculation thereof, together with a certificate of the chief financial officer Company’s Chief Executive Officer and Director of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) Accounting certifying that the applicable such estimates have been calculated in good faith in accordance with this Agreement. The Company has provided the Acquiror with access to the books and records of the Company and to any other documents or information relating to the preparation of the Preliminary Closing Statement or calculation of amounts reflected thereon reasonably requested by the Acquiror, and to Xxxxx X. Xxxxx, Xxxxxx Xxxxx, Xx., Xxxxxxx Xxxxx, Xxxxxx Xxxx, Xx. and Xxx Xxxxxxxxx, who are the Company’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Such estimates shall be used solely for purposes of determining the amounts payable at the Closing pursuant to Section 2.8(a) and 2.9 and shall not limit or otherwise affect the Acquiror’s remedies under this Agreement or otherwise, or constitute an acknowledgement by the Acquiror of the accuracy of the amounts reflected thereof. The Company and the Acquiror in good faith have sought to resolve any disagreement, and the Company has made such revisions to the disputed items as have been mutually agreed between the Company and the Acquiror; provided, that if and to the extent that the Acquiror and the Company have not resolved all such differences by the close of business on the Business Day prior to the Closing Date, the parties have agreed that the Closing will proceed. For the avoidance of doubt, any failure of the Acquiror to raise any objection or dispute in the Acquiror’s Notice of Disagreement or the decision of the Acquiror to proceed with the Closing despite the existence of unresolved differences, shall not in any way prejudice Acquiror’s right to raise any matter in the Final Closing Statement. (b) At least five calendar days prior to the anticipated Closing Date, the Company has prepared and delivered to the Acquiror full consolidated financial statements (balance sheet, income statement and statement of cash flows) for the Company as of and for the eight months ended August 31, 2011, including notes clarifying variations from GAAP employed in the preparation of such certificatesfinancial statements, together with as well as significant items not reflected in such certificationsfinancial statements (collectively, collectively the “Estimated Closing StatementInterim Financial Statements”) ). [N.B. Need to code this definition into the index of definitions.] (c) All calculations of Net Working Capital, Company Debt and Transaction Expenses as provided for in this Agreement have been made without duplication of any asset, liability, income or expense between such calculations.

Closing Estimates. No later than three (a3) At least three Business Days prior to the anticipated Closing DateClosing, the Companies Seller shall prepare prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set setting forth (ia) a good good-faith estimate of (Ai) a consolidated balance sheet of each of Net Working Capital (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance SheetEstimated Net Working Capital”), (Bii) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (yiii) Cash (the “Estimated Cash”) and (ziv) unpaid Transaction Expenses (the “Estimated Transaction Expenses”) (with each of the Estimated CashNet Working Capital, Estimated Payoff Indebtedness Indebtedness, Estimated Cash and Estimated Transaction Expenses determined as of immediately prior to the Closing Determination Time and, except for (x) Estimated Transaction Expenses and Unpaid Taxes (included in Payoff y) the Existing Credit Facility Release with respect to Estimated Indebtedness), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementsherein) and (Cb) on the basis of the foregoing, a calculation of the Estimated Purchase Price. The Estimated Net Working Capital, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the ClosingEstimated Indebtedness, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness Cash and Estimated Cash Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (provided, that in each casethe event of a conflict between GAAP and consistent application thereof, GAAP shall prevail) (the “Applicable Accounting Principles”). An illustrative example of a Preliminary Closing Statement and calculation of Net Working Capital, Indebtedness, Cash and Transaction Expenses is set forth on Schedule 2.4 (the “Sample Statement”). Prior to the Closing, the Seller shall (A) permit the Buyer and its Representatives to have reasonable access, during normal business hours and upon reasonable prior notice, to the extent consistent books, records and other documents (including work papers, schedules, financial statements, memoranda, etc.) and shall cooperate with GAAP)the Buyer in seeking to obtain work papers from the Seller or the Company and its Subsidiaries pertaining to or used in connection with the preparation of the Preliminary Closing Statement and provide the Buyer with copies thereof (as reasonably requested by the Buyer) and (B) provide the Buyer and its Representatives reasonable access, during normal business hours and upon reasonable prior notice to the employees and accountants of the Seller or the Company and its Subsidiaries as reasonably requested by Buyer. All calculations The Seller and the Buyer in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Preliminary Closing Statement; provided, that if the parties are unable to resolve all such differences prior to the Closing, the amounts of the Estimated Payoff Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses as reflected in the Preliminary Closing Statement shall be accompanied by certificates used for purposes of calculating the chief financial officer of Estimated Purchase Price on the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”)Date.

Closing Estimates. (a) At least three two Business Days prior to the anticipated Closing Date, the Companies Company shall prepare prepare, or cause to be prepared, and deliver to the Buyer Parent a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good faith estimate of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP Company and (z) Trident ECG, in each case, its Subsidiaries as of immediately prior to the Closing Date (each a the “Preliminary Closing Balance Sheet”), (ii) a good-faith estimate of (A) Net Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Net Working Capital”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (yC) Cash (the “Estimated Cash”) and (zD) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated CashNet Working Capital, Estimated Payoff Indebtedness Indebtedness, Estimated Cash and Estimated Transaction Expenses determined as of immediately prior to the Closing Date and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementsherein) and (Ciii) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructionsConsideration. Estimated Payoff Net Working Capital, Estimated Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (provided that in each casethe event of a conflict between GAAP and consistent application thereof, to the extent consistent with GAAPGAAP shall prevail). All calculations of Estimated Payoff Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates a certificate of the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) Company’s Chief Financial Officer certifying that the applicable such estimates have been calculated in good faith in accordance with this Agreement. All such estimates shall be subject to Parent’s review and approval, which shall not be unreasonably withheld, and shall control solely for purposes of determining the amounts payable at the Closing pursuant to Section 2.7 and shall not limit or otherwise affect Parent’s remedies under this Agreement (such certificatesor otherwise, together with such certifications, collectively or constitute an acknowledgement by Parent of the “Estimated Closing Statement”)accuracy of the amounts reflected therein.

Closing Estimates. (a) At The Company shall prepare (and permit Purchaser to review during such preparation) and deliver to Purchaser at least three (3) Business Days prior to the anticipated Closing Datea statement, certified by the Companies shall prepare and deliver Company’s Chief Financial Officer (such statement, referred to the Buyer a written statement (as the “Preliminary Estimated Closing Statement”) that shall include and set forth (i) a reflecting the Company’s good faith estimate of the aggregate Merger Consideration, in accordance with the calculation set forth in Section 1.2(b) (Athe “Estimated Merger Consideration”) a consolidated balance sheet of each and the Company’s calculation of (xi) the Enhanced Entities, estimated Net Working Capital Adjustment (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance SheetEstimated Net Working Capital Adjustment”), (Bii) the estimated amount of Closing Cash (xthe “Estimated Closing Cash”), (iii) Payoff the estimated amount of Closing Date Indebtedness (the “Estimated Payoff Closing Date Indebtedness”), (yiv) Cash (the “Estimated Cash”) and (z) estimated amount of Closing Transaction Expenses (the “Estimated Transaction Expenses”), (v) the estimated amount of the Capital Expenditure Adjustment Amount, if any (the “Estimated Capital Expenditure Adjustment Amount”), (vi) the estimated amount of the Aggregate Closing Specified Shortfall, if any (“Estimated Aggregate Closing Specified Shortfall”), (vii) the estimated amount of the Maintenance CapEx Shortfall, if any, (the “Estimated Maintenance CapEx Shortfall”), (viii) the amount of the Change of Control Payments, (ix) the Approved Acquisition Amount, (x) the Pre-Closing JV Buyout Amounts, (xi) the JV Call Exercise Proceeds and (xii) the amount of the Closing Contingent Payment Amounts, in each case (other than the foregoing clause (xii)) calculated in accordance with each of Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined the Accounting Principles as of immediately prior to the Effective Time, together with reasonable supporting detail, including but not limited to an estimated closing balance sheet (the “Estimated Closing andBalance Sheet”) as of the Closing Date prepared by the Company in accordance with the Accounting Principles. (i) In connection with determining the Estimated Net Working Capital Adjustment, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness), without giving effect the following two schedules shall be attached to the transactions contemplated by this Agreement or Estimated Closing Statement: (A) a schedule (the Ancillary Agreements“Estimated Reference Net Working Capital Schedule”) which shall set forth the estimated Adjusted Net Working Capital as of the date of the Reference Balance Sheet in accordance with the Accounting Principles (the “Estimated Reference Adjusted Net Working Capital”); and (CB) on a schedule (the basis of “Estimated Net Working Capital Schedule”) which shall set forth the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity estimated Adjusted Net Working Capital as of immediately prior to the Closing, including Indebtedness under Effective Time in accordance with the heading “Retained Indebtedness,” and (iii) a schedule Accounting Principles (the “Allocation ScheduleEstimated Adjusted Net Working Capital”) setting forth the portion(s) of ). The Estimated Closing Statement, the Estimated Purchase Price minus Reference Net Working Capital Schedule and the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash Net Working Capital Schedule shall be calculated prepared in good faith and in accordance with GAAP applied the definitions herein and on a basis consistent with the preparation Accounting Principles. (ii) In connection with determining the Estimated Closing Date Indebtedness, the Estimated Closing Statement shall specify, by creditor, the amount of Closing Date Indebtedness owing to such creditor, and, if such amount is to be repaid at Closing (each such creditor to be paid at Closing, a “Company Lender”), shall attach a payoff letter, in form and substance reasonably satisfactory to Purchaser, from such Company Lender dated no more than five (5) Business Days prior to the Closing Date (each, a “Payoff Letter”), indicating the amount required to be repaid at Closing to discharge in full all such Closing Date Indebtedness of such Company Lender (the “Payoff Amount”), including the portion thereof, if any, constituting Debt Prepayment Penalties and the manner in which such payment shall be made. (iii) In connection with determining the Estimated Capital Expenditure Adjustment Amount, the Estimated Closing Statement shall specify by project the amount of expenditure. (iv) In connection with determining the Estimated Transaction Expenses, the Estimated Closing Statement shall specify, by payee (each a “Company Payee”), the amount of all Transaction Expenses required to be paid at Closing to each Company Payee and the manner in which such payments shall be made. (b) The Company shall prepare and deliver to Purchaser at least three (3) Business Days prior to the Closing a statement, certified by the Company’s Chief Financial Officer (the “Closing Payment Statement”) which Closing Payment Statement shall specify: (i) the aggregate amount, by payee (each, a “Change of Control Payee”), of the most recent Balance Sheet (in each caseChange of Control Payment, or portion thereof, to be paid at Closing to each Change of Control Payee and the extent consistent with GAAP). All calculations of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses manner in which such payments shall be accompanied by certificates made; provided, that the portion, and payment schedule therefor, of each Delayed COC Payment in accordance with the terms of the chief financial officer of the Enhanced Entities (agreement governing such Delayed COC Payment shall be set forth with respect to each Change of Control Payee on Schedule I hereto (which Schedule may be updated by the Enhanced Entities onlyCompany prior to Closing upon reasonable notice to Purchaser); (ii) the aggregate amount, by payee (each, a “Contingent Payee”), of the contingent payments due and payable at Closing under the Contingent Payment Contracts (the “Closing Contingent Payment Amount”) to each Contingent Payee, and the Seller Representative manner in which such payments shall be made; and (with respect iii) the aggregate Closing JV Buyout Amount payable, if any, to the Blockers only) certifying that the applicable estimates have been calculated in good faith each Closing JV Buyout Person as determined in accordance with this Agreement (Section 5.22, including the portion of any such certificatesamount that is to be paid on the Closing Date, together with and the manner in which such certifications, collectively the “Estimated Closing Statement”)payments shall be made.

Closing Estimates. (a) At least three Business Days Within seven (7) days prior to the anticipated Closing Date, the Companies Seller shall prepare and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth setting forth, as of the Closing, (i) a good faith Seller’s estimate of (Aa) a consolidated the aggregate indebtedness of Seller (“Estimated Seller Debt”), together with payoff letters (the “Payoff Letters”), if applicable, in form and substance acceptable to Buyer indicating the amount required to discharge any Encumbrances securing such indebtedness; and (b) Transaction Expenses (“Estimated Transaction Expenses”), together with bills, invoices or other vendor statements in respect of such Transaction Expenses through Closing, (ii) Seller’s estimate of Working Capital as of the Closing (“Estimated Working Capital”), and attaching (a) an estimated combined balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, Seller as of immediately prior to the Closing (each a the “Preliminary Estimated Closing Balance Sheet”), and (Bb) (x) Payoff Indebtedness a listing of the Retainage Accounts as of the Effective Time which shall include the name of the Retainage Account debtor and an aging of the Retainage Accounts (the “Estimated Payoff IndebtednessRetainage Account Statement”), (yiii) Cash Seller’s estimate of TTM Adjusted EBITDA (the “Estimated CashTTM Adjusted EBITDA”) and (z) Transaction Expenses attaching an estimated combined financial statement for the applicable trailing twelve month period (the “Estimated Transaction ExpensesClosing TTM Statement”) (with each of Estimated Cashwhich shall be derived from, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately prior to calculated in a manner consistent with, the Closing andFinancial Statements , except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements) and (Civ) based on the basis of the foregoing, a Seller’s calculation of the Estimated Net Purchase Price, Price (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior calculated pursuant to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of Section 2.1). Seller shall prepare the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness Balance Sheet and Estimated Cash shall be calculated Closing TTM Statement in accordance with GAAP applied on a basis consistent with GAAP. “Transaction Expenses” means the preparation aggregate fees and expenses of the most recent Balance Sheet Seller Parties due, incurred and/or payable in connection with this Agreement and the consummation of the Transactions (in each caseincluding, without limitation, broker or investment banker fees, fees for lawyers and accountants, and employee closing or transaction bonuses (to the extent consistent with GAAP). All calculations not included as a current liability in the calculation of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates of the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”Working Capital)).

Closing Estimates. (a) At least three Business Days but no more than seven Business Days prior to the anticipated Closing Date, the Companies shall prepare and deliver Seller will provide to the Buyer Parent a written statement certificate (the “Preliminary Estimated Closing Statement”) that shall include and set forth signed by an officer of the Company attaching: (i) a good faith estimate statement setting forth the estimated amount of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, Closing Non-Cash Working Capital as of immediately prior to the Closing (each a “Preliminary Closing Balance Sheet”), (B) (x) Payoff Indebtedness Determination Time (the “Estimated Payoff Non-Cash Working Capital”); (ii) a statement setting forth the estimated amount of Indebtedness as of the Determination Time (the “Estimated Indebtedness”), together with payment instructions related thereto; (yiii) a statement setting forth the estimated amount of the Cash as of the Determination Time (the “Estimated Cash”); (iv) and (z) a statement setting forth the estimated amount of Transaction Expenses as of the Determination Time (the “Estimated Transaction Expenses”) (with each of Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately prior to the Closing and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness), without giving effect to along with final invoices from the transactions contemplated by this Agreement or the Ancillary Agreements) and relevant payees; and (Cv) on the basis of the foregoingforegoing estimates, a calculation of the Estimated Closing Purchase Price. (b) Seller shall prepare the foregoing estimates in good faith with reasonable detail and shall provide Parent with reasonable access to personnel, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closingproperties, including Indebtedness under the heading “Retained Indebtedness,” Books and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) Records of the Estimated Purchase Price minus Company and to any other information used or prepared by the Rollover Units Value Company in connection with the determination of such estimates reasonably requested by Purchaser for purposes of reviewing the calculations required to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructionsdelivered pursuant to this Section 2.4. Estimated Payoff Cash, Estimated Non-Cash Working Capital, Estimated Indebtedness and Estimated Cash Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of Applicable Accounting Principles. (c) Parent shall be entitled to review the most recent Balance Sheet (in each case, Estimated Closing Statement prior to the extent consistent with GAAP). All calculations of Estimated Payoff Indebtedness, Estimated Cash Closing and Estimated Transaction Expenses shall be accompanied by certificates of the chief financial officer of the Enhanced Entities (with respect to submit comments thereon to the Enhanced Entities only) Company, and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated Company shall consider in good faith in accordance with this Agreement any such comments and may (such certificates, together with such certifications, collectively but is not required to) revise the “Estimated Closing Statement”)Statement prior to the Closing to reflect such comments. The Estimated Closing Statement shall be in the form initially presented to Parent pursuant to this Section 2.4 unless the Company determines to accept one or more comments from Parent, in which case the Estimated Closing Statement submitted by the Company and as revised by the Company to reflect Parent comments, shall be the Estimated Closing Statement for purposes of Closing. No comments delivered by Parent, or Parent’s failure to deliver any comments, shall be deemed to constitute any waiver or release of any of Parent’s rights under this Agreement.

Closing Estimates. No later than five (a5) At least three Business Days prior to the anticipated Closing Date, the Companies Company shall prepare and deliver to the Buyer a closing balance sheet for the Company setting forth the estimated book value of the assets and liabilities of the Company as of the Effective Time (the “Estimated Closing Balance Sheet”) and a written statement (the “Preliminary Closing StatementEstimates”) that shall include and set setting forth in reasonable detail its good faith calculations of (i) a good faith estimate of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, estimated Net Working Capital as of immediately prior to as of the Effective Time (the “Estimated Closing (each a “Preliminary Closing Balance SheetNet Working Capital”), (Bii) (x) Payoff Indebtedness the estimated Cash amount as of the Effective Time (the “Estimated Payoff IndebtednessCash Amount”), (yiii) Cash the estimated Adjusted Debt Amount as of the Effective Time (the “Estimated CashAdjusted Debt Amount”) and (ziv) the estimated amount of Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”) (with ), and the Company shall deliver to the Buyer all reasonable supporting documentation used in calculating each of Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately prior the foregoing to the extent such documentation is readily available. The Estimated Closing andBalance Sheet and Closing Estimates: (A) will be prepared in accordance with the terms and definitions of this Agreement, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness), without giving effect to including the transactions contemplated by this Agreement or the Ancillary Agreements) Accounting Principles as applicable; and (CB) on the basis shall be accompanied by: (i) Pay-off Letters with specification of the foregoing, a calculation of the Estimated Purchase Price, amounts due and payment instructions; (ii) an updated Schedule 3.28 setting forth specification of all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” Seller Transaction Expense payments together with W-9 information for all payees and payment instructions; and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value wire transmittal information for all payments required to be received made by Buyer at Closing the Closing. If the Effective Time is not on the last day of a month, then each item included in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (in each case, to the extent consistent with GAAP). All calculations calculation of Estimated Payoff IndebtednessClosing Balance Sheet, Estimated Closing Net Working Capital, Estimated Cash Amount, Estimated Adjusted Debt Amount, and Estimated Seller Transaction Expenses shall be accompanied by certificates prorated to the extent applicable as of the chief financial officer Effective Time by multiplying the amount of each such item for the full calendar month by a fraction, the numerator of which is the number of days elapsed from and including the first day of the Enhanced Entities (with respect month in which the Closing Date occurs to but excluding the Closing Date, and the denominator of which is the total number of days in such month, provided that to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (extent items may be determined on a daily basis, such certificates, together with such certifications, collectively the “Estimated Closing Statement”)amounts will be allocated on a daily basis.

Closing Estimates. As soon as reasonably practicable following the ----------------- date hereof but in no event later than five (a5) At least three Business Days business days prior to the anticipated Closing Date, the Companies Company and the Representatives shall prepare and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth cause (i) a good faith an estimate of the Working Capital as of the Closing (Athe "Estimated Working Capital Amount"), -------------------------------- (ii) a consolidated balance sheet an estimate of each the Change in Control Amount (the "Estimated Change in ------------------- Control Amount") and (iii) an estimate of the Funded Net Debt Amount (the -------------- "Estimated Funded Net Debt Amount") to be prepared and delivered to Buyer. If -------------------------------- Buyer does not agree that (x) the Enhanced EntitiesEstimated Working Capital Amount accurately reflects the projected Working Capital as of the Closing, (y) Trident ECP and the Estimated Change in Control Amount accurately reflects the Change in Control Obligations of the Company or (z) Trident ECGthe Estimated Funded Net Debt Amount accurately reflects the current debt obligations of the Company, then the Representatives and Buyer shall negotiate in each casegood faith concerning any adjustments required to be made in order to accurately reflect the Estimated Working Capital Amount, as of immediately prior to the Closing (each a “Preliminary Closing Balance Sheet”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (y) Cash (the “Estimated Cash”) and (z) Transaction Expenses (the “Estimated Transaction Expenses”) (with each of Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately prior to the Closing and, except for Estimated Transaction Expenses and Unpaid Taxes (included Change in Payoff Indebtedness), without giving effect to the transactions contemplated by this Agreement Control Amount or the Ancillary Agreements) and Estimated Funded Net Debt Amount (C) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior subject to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at possible further adjustment post-Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied Section 1.14 below). In the event that the Representatives and Buyer are unable to agree on a basis consistent with the preparation of Estimated Working Capital Amount, the most recent Balance Sheet (Estimated Change in each caseControl Amount or the Estimated Funded Net Debt Amount prior to Closing, then the Estimated Working Capital Amount, the Estimated Change in Control Amount and the Estimated Funded Net Debt Amount, respectively, shall be equal to the extent consistent with GAAP). All calculations mean of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied such amounts as estimated by certificates of the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) Company and the Seller Representative (with respect to Representatives, on the Blockers only) certifying that one hand, and Buyer, on the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”)other hand.

Closing Estimates. (a) At least three No later than four Business Days prior to the anticipated Closing Date, the Companies US Seller shall prepare prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include including and set setting forth (i) a good good-faith estimate of (A) a consolidated balance sheet of each of Net Working Capital (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance SheetEstimated Net Working Capital”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (y) Cash (the “Estimated Cash”) and (zC) Transaction Expenses (the “Estimated Transaction Expenses”) and (D) Cash (“Estimated Cash”) (with each of the Estimated CashNet Working Capital, Estimated Payoff Indebtedness and Estimated Transaction Expenses Cash determined as of immediately prior to 12:01 a.m. on the Closing and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness), without giving effect to the transactions contemplated by this Agreement or the Ancillary AgreementsDate) and (Cii) on the basis of the foregoing, a calculation of the Estimated Purchase Price. The Estimated Net Working Capital, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to Closing Net Working Capital, Estimated Indebtedness, Closing Indebtedness, Estimated Transaction Expenses, Closing Transaction Expenses, Estimated Cash, Closing Cash and the Closing, including Indebtedness under Preliminary Closing Statement and the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Final Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash Statement shall be calculated in accordance with GAAP applied on a basis consistent with Schedule 2.8 (the preparation “Applicable Accounting Principles”). Within two Business Days after the Buyer’s receipt of the most recent Balance Sheet (in each casedraft Preliminary Closing Statement, the Buyer will deliver to the extent consistent US Seller a written notice containing changes that the Buyer proposes to the Preliminary Closing Statement, if any, together with GAAP)an explanation of such changes. All calculations The parties shall discuss in good faith any proposed changes to the Preliminary Closing Statement. The Preliminary Closing Statement, as agreed upon in writing by the parties, shall control for purposes of all payments to be made at Closing; provided, that if the Buyer and the US Seller do not agree in writing upon any or all of the adjustments set forth in the Preliminary Closing Statement by the Closing, then the amount of such disputed adjustment or adjustments for purposes of calculating the Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses Purchase Price at Closing shall be accompanied that amount set forth in the Preliminary Closing Statement prepared by certificates of the chief financial officer of the Enhanced Entities US Seller (and each party will have reserved all rights with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”disputed items).

Closing Estimates. (a) At least three Business Days prior to the anticipated Closing Date, the Companies Seller shall prepare prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good good-faith estimate estimates of (Aa) a consolidated balance sheet of each of Net Working Capital (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance SheetEstimated Net Working Capital”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (yb) Cash (the “Estimated Cash”), (c) and (z) Transaction Expenses Indebtedness (the “Estimated Indebtedness”) and (d) all Seller Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Seller Transaction Expenses”) (with each of Estimated Net Working Capital, Estimated Cash, Estimated Payoff Indebtedness and Estimated Seller Transaction Expenses determined as of immediately prior to the Closing Effective Time and, except for Estimated Seller Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements) herein), and (C) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness Net Working Capital, Estimated Cash, and Estimated Cash Indebtedness shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Interim Balance Sheet (provided that in each casethe event of a conflict between GAAP and consistent application thereof, consistency shall prevail), subject to such differences in accounting principles, policies and procedures as are set forth on Exhibit C (GAAP as so modified by consistency and pursuant to Exhibit C, the extent consistent with GAAP“Applicable Accounting Principles”). All calculations of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates In connection with the delivery of the chief financial officer Preliminary Closing Statement, Seller also shall deliver a written statement with the Stay Bonus Escrow Amount and detail regarding its calculation, including the name of each bonus recipient and his or her bonus amount. During the period from the delivery of the Enhanced Entities (Preliminary Closing Statement until the Closing, the Seller shall consult with the Buyer and work in good faith to update the Preliminary Closing Statement to resolve any differences that the parties may have with respect to any of the Enhanced Entities only) and amounts or calculations set forth therein. To the Seller Representative (with respect extent the parties are not able to resolve any differences, the Blockers only) certifying that Seller’s last version of the applicable estimates have been calculated in good faith in accordance with Preliminary Closing Statement shall control solely for purposes of determining the amounts payable at the Closing pursuant to Section 2.2, but shall not limit or otherwise affect the Buyer’s remedies under this Agreement (such certificatesor otherwise, together with such certifications, collectively or constitute an acknowledgement by the “Estimated Closing Statement”)Buyer of the accuracy of the amounts reflected thereof.

Closing Estimates. (a) At least three Business Days prior to the anticipated Closing Date, the Companies Company shall prepare prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good good-faith estimate of (A) a consolidated balance sheet of each of Net Working Capital (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance SheetEstimated Net Working Capital”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (yC) Cash (the “Estimated Cash”) and (zD) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Net Working Capital, Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately prior to the Closing Determination Time and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementsherein) and (Cii) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructionsCash Merger Consideration. Estimated Payoff Net Working Capital, Estimated Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (provided, that in each casethe event of a conflict between GAAP and consistent application thereof, GAAP shall prevail), subject to such differences in accounting principles, policies and procedures as are set forth on Schedule 2.12 (GAAP as so modified pursuant to Schedule 2.12, the extent consistent with GAAP“Applicable Accounting Principles”). All calculations of Estimated Payoff Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates a certificate of the chief financial a duly authorized officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) Company certifying that the applicable such estimates have been calculated in good faith in accordance with this Agreement. All such estimates shall control solely for purposes of determining the amounts payable at the Closing pursuant to Section 2.10(a) and Section 2.11 and shall not limit or otherwise affect the Buyer’s remedies under this Agreement (such certificates, together with such certifications, collectively or otherwise or constitute an acknowledgement by the “Estimated Closing Statement”)Buyer of the accuracy of the amounts reflected thereof.

Closing Estimates. Not less than five (a5) At least three Business Days prior to the anticipated Closing DateClosing, the Companies Company shall prepare and deliver to the Buyer a written statement (the “Preliminary Closing Estimated Statement”) that shall include and set forth reflecting (i) a good faith estimate the Company’s calculation of the Closing Consideration and the Blocker Seller Closing Consideration (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECGincluding, in each case, each of the components thereof), which shall be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit A and shall include reasonable supporting detail to evidence the calculation of the amounts contained therein, and (ii) an estimated unaudited balance sheet of the Company as of immediately prior to the Calculation Time. In connection with determining the Closing Consideration and the Blocker Seller Closing Consideration, the Company shall estimate in good faith the Closing Net Working Capital Adjustment (each a the “Preliminary Closing Balance SheetEstimated Net Working Capital Adjustment”), (B) (x) Payoff the Closing Indebtedness (the “Estimated Payoff Indebtedness”), the Closing Blocker Indebtedness (y) the “Estimated Blocker Indebtedness”), the Closing Cash (“Estimated Cash”), the Closing Blocker Cash (the “Estimated Blocker Cash”) ), and (z) Transaction the Equity Holder Expenses (the “Estimated Transaction Equity Holder Expenses”), which shall, in each case, be calculated on a basis consistent with this Agreement, including, as applicable, Exhibit A. Not less than five (5) (with each of Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately Business Days prior to the Closing, the Company shall prepare and deliver to Buyer a schedule (the “Payout Schedule”) showing (a) the amount of the Closing andConsideration, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtednessb) the allocation of the Naturium Seller Closing Cash Consideration among the Naturium Sellers, including a calculation of the number of Units that are held by the Naturium Sellers as a result of the consummation of the Blocker Redemption (such Units, the “Naturium Seller Units”), without giving effect (c) the allocation of the Stock Consideration among the Parent Stock Recipients in accordance with Annex C, (d) the Blocker Seller Closing Consideration, including a calculation of the number of Units that are held directly by the Blocker as a result of the consummation of the Blocker Redemption (such Units, the “Blocker Units”), (e) each Seller’s share of the Adjustment Escrow Amount, (f) the accounts to which (i) the Naturium Seller Closing Cash Consideration allocated to each Naturium Seller shall be paid by Buyer at the Closing pursuant to Section 2.02(a)(v), (ii) the Stock Consideration allocated to TCB shall be issued on behalf of Buyer at the Closing pursuant to Section 2.02(b), (iii) the Stock Consideration allocated to each Parent Stock Recipient shall be transferred pursuant to Section 7.23 and (iv) the Blocker Seller Closing Consideration allocated to Blocker Seller shall be paid by Buyer at the Closing pursuant to Section 2.02(a)(vii) and (g) the allocation of the Phantom Unit Cash Consideration among the Phantom Unit Holders and Employer Funded Payroll Taxes in respect of Phantom Unit Consideration, in each case, which is payable at the Closing in accordance with Section 2.02(a)(v) and Section 2.06. The Estimated Statement will entirely disregard (A) any purchase accounting or similar adjustments resulting from the consummation of the transactions contemplated by this Agreement Agreement, (B) any of the plans, transactions, or changes (including in accounting, Inventory or Tax practices) that Buyer or any of its Affiliates intends to initiate or make or cause to be initiated or made after the Ancillary Agreements) Closing with respect to the Company, its assets or its business and (C) on the basis any facts or circumstances that are unique or particular to Buyer or any of the foregoing, a calculation its Affiliates or any of their respective assets or liabilities. After delivery of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately Statement and prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash Buyer shall be calculated provided with such access and additional support for such estimates as Buyer may reasonably request, including any books, records and other documents used in accordance with GAAP applied on a basis consistent connection with the preparation of the most recent Balance Sheet (Estimated Statement. The Company shall consider in each case, good faith any revisions to the extent consistent Estimated Statement reasonably proposed by Buyer prior to the Closing Date and will issue the Estimated Statement with GAAP). All calculations of any such revisions that the Company has determined in good faith are appropriate after such consideration; provided, however, that the Company shall have no obligation to modify the Estimated Payoff Indebtedness, Estimated Cash Statement and Estimated Transaction Expenses shall be accompanied by certificates of the chief financial officer of the Enhanced Entities (no dispute with respect to the Enhanced Entities only) Estimated Statement shall be grounds for failure of any closing condition to be satisfied or for the Closing to be delayed, and the Seller Representative Closing shall occur based on the information set forth in the last agreed upon version of the Estimated Statement (with respect to or, if no prior version has been agreed, the Blockers only) certifying that original Estimated Statement provided by the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”Company).

Closing Estimates. (a) At least three two Business Days prior to the anticipated Closing Date, the Companies Company shall prepare prepare, or cause to be prepared, and deliver to the Buyer Parent a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good good-faith estimate of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance Sheet”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (y) Cash (the “Estimated Cash”), (B) unpaid Funded Indebtedness (the “Estimated Indebtedness”), (C) the Pass-Through Amount (the “Estimated Pass-Through Amount”) and (zD) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Cash, Estimated Payoff Indebtedness Indebtedness, the Estimated Pass-Through Amount and Estimated Transaction Expenses determined as of immediately prior to the Closing Date and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementsherein) and (Cii) on the basis of the foregoing, a calculation of the Estimated Purchase PriceClosing Merger Consideration, (ii) an updated Schedule 3.28 the Closing Cash Merger Consideration, the Aggregate Closing Share Consideration, the Aggregate Closing Option Consideration, the Closing Warrant Consideration and the Aggregate Converted Option Restricted Share Value. Contemporaneously with the delivery of the Preliminary Closing Statement, the Company shall prepare, or cause to be prepared, and deliver to the Parent a schedule setting forth all Indebtedness a written calculation of any Enhanced Entity as the portion of immediately prior the Closing Merger Consideration to be received by each Holder, Optionholder and the Warrantholder pursuant to the Closingterms of this Agreement and the transactions contemplated hereby, including Indebtedness under the heading “Retained Indebtedness,” Consideration Pro Rata Percentage of each Holder, Optionholder and (iii) a schedule the Warrantholder and the Earn-Out Pro Rata Percentage of each Holder, Optionholder and the Warrantholder (the “Allocation Consideration Schedule”) setting forth the portion(s) of ). Estimated Cash, Estimated Indebtedness and the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash Pass-Through Amount shall be calculated in accordance with GAAP applied the same manner and using the same methodologies, processes, policies and principles as set forth on a basis consistent with Annex I (such methodologies, processes, policies and principles, the preparation of the most recent Balance Sheet (in each case, to the extent consistent with GAAP“Applicable Accounting Principles”). All calculations of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses such estimates shall be accompanied subject to the Parent’s approval, which shall not be unreasonably withheld, conditioned or delayed, though shall not limit or otherwise affect the Parent’s remedies under this Agreement or otherwise, or constitute an acknowledgement by certificates the Parent of the chief financial officer accuracy of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”)amounts reflected thereof.

Closing Estimates. No later than three (a3) At least three Business Days prior to the anticipated Closing DateClosing, the Companies Company shall prepare and deliver provide to Parent a certificate signed by the Buyer Chief Financial Officer of the Company attaching: (a) a written statement setting forth the estimated Closing Working Capital (the “Preliminary Closing Estimated Working Capital”); (b) a statement setting forth the amount of Indebtedness (the “Indebtedness Statement”) that shall include and set forth (i) a good faith estimate of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, is expected to be outstanding as of immediately prior to the Closing on the Closing Date (each a the “Preliminary Closing Balance SheetEstimated Indebtedness”), (B) (x) Payoff together with all pay-off letters relating to the Funded Indebtedness (the “Estimated Payoff IndebtednessPay-off Letters”), ) or other payment instructions related thereto; (yc) a statement setting forth the estimated amount of Cash of the Company as of the close of business on the date immediately prior to the Closing Date (the “Estimated Cash”); (d) and a statement (zthe “Transaction Fee Statement”) setting forth the estimated amount of the unpaid Transaction Expenses Fees incurred through the Closing Date, together with any payment instructions related thereto (the “Estimated Transaction ExpensesFees”); and (e) a schedule substantially in the form of Exhibit F (the “Distribution Waterfall”), setting forth the amount of Closing Merger Consideration to which Holdco is entitled on the Closing Date, including wire instructions in the case of payments to be made at Closing by wire transfer, and the distribution of such amounts to the Holdco Unitholders. (f) The certificate and schedule described in this Section 2.9 is hereinafter referred to as the “Closing Payment Certificate” and the calculations contained therein will be used in connection with each the Parent’s and the Holdco’s payments described in Section 2.10. In connection with the Parent’s review of Estimated Cashthe Closing Payment Certificate, Estimated Payoff Indebtedness the Company will make available to the Parent and Estimated Transaction Expenses its advisors all records and work papers relating to the calculations therefor that the Parent and its advisors reasonably request in reviewing the Closing Payment Certificate, and the Company shall make available to the Parent and its advisors the personnel and other advisors of the Company involved in the preparation of the Closing Payment Certificate. The Company agrees to consider in good faith and update the Closing Payment Certificate upon the receipt of any information which would reasonably be expected to result in any material change thereto. The certificate finally delivered pursuant to this Section 2.9(f) is referred to herein as the “Final Certificate and Flow of Funds Memorandum.” No acceptance by Parent of any items in the Final Certificate and Flow of Funds Memorandum shall act as a waiver of any of Parent’s rights pursuant to Section 2.12. In no event shall the Parent or any of its Affiliates have any liability for the allocation of the Final Merger Consideration as determined as by the Company and the Representative or for any payment made in accordance with the Final Certificate and Flow of Funds Memorandum and/or the Distribution Waterfall. For the avoidance of doubt, immediately prior to the Closing andclosing, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness), without giving effect approximately $302,000 of cash will be distributed to the transactions contemplated by this Agreement or the Ancillary Agreements) and (C) Holdco from an account held on the basis behalf of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (in each case, to the extent consistent with GAAP). All calculations of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates of the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”)UGP Therapeutics.

Closing Estimates. (a) At least three five Business Days prior to the anticipated Closing Date, the Companies Company shall prepare prepare, or cause to be prepared, and deliver to the Buyer Parent a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good good-faith estimate of of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance Sheet”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (y) Cash (the “Estimated Cash”), (B) Non-Cash Net Working Capital (the “Estimated Non-Cash Net Working Capital”), (C) Indebtedness (the “Estimated Indebtedness”) and (zD) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Cash, Estimated Payoff Non-Cash Net Working Capital, Estimated Indebtedness and Estimated Transaction Expenses determined as of immediately prior to the Closing Date and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreementsherein) and (Cii) on the basis of the foregoing, a calculation of the Estimated Purchase PriceClosing Cash Merger Consideration, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the ClosingClosing Stock Merger Consideration, including Indebtedness under the heading “Retained Indebtedness,” Escrow Amount, the Aggregate Share Consideration, the Aggregate Option Consideration and the Warrant Consideration and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructionsAverage Parent Stock Price. Estimated Payoff Indebtedness Non-Cash Net Working Capital, Estimated Cash and Estimated Cash Indebtedness shall be calculated in accordance with GAAP applied on a basis consistent with the preparation Applicable Accounting Principles. All such estimates shall be subject to the Parent’s approval, which shall not be unreasonably withheld, and shall control solely for purposes of determining the amounts payable at the Closing pursuant to Sections 2.10(a) and 2.11 and shall not limit or otherwise affect the Parent’s remedies under this Agreement or otherwise, or constitute an acknowledgement by the Parent of the most recent Balance Sheet (in each case, to the extent consistent with GAAP). All calculations of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates accuracy of the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”)amounts reflected thereof.

Closing Estimates. (a) At least three two Business Days prior to the anticipated Closing Date (or if the parties do not have two Business Days’ notice that the Closing is required to occur pursuant to Section 3.1(a), such later time as is as soon as possible prior to the Closing Date), the Companies Company shall prepare prepare, or cause to be prepared, and deliver to the Buyer Acquiror a written statement (the “Preliminary Closing Statement”) that ), which shall include and set forth forth: (i) a good faith estimate of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, Company as of immediately prior to the Closing showing the components of Net Working Capital (each a the “Preliminary Closing Balance Sheet”); (ii) a good-faith estimate of (A) Net Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Net Working Capital”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (yC) Cash (the “Estimated Cash”) and (zD) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Net Working Capital, Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined projected as of immediately prior to the Closing and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness)Expenses, without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements) and herein); and (Ciii) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) value of the Cash Consideration, Stock Consideration and Closing Merger Consideration. (b) Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s nameNet Working Capital, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet Sheet, as modified by the principles, practices and methodologies set forth on Exhibit G (the accounting principles as described in each casethis sentence, to the extent consistent with GAAP“Applicable Accounting Principles”). All calculations of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses shall other items required to be accompanied by certificates of included in the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been Preliminary Closing Statement will be calculated in good faith in accordance with the terms of this Agreement (such certificates, together with such certifications, collectively and the “Estimated Closing Statement”)Company Charter.