Consideration at Closings Clause Samples

Consideration at Closings. (a) On or prior to the third Business Day prior to each Closing Date, SE Corp shall prepare and deliver to SEP a statement (each, an “Estimated Statement”) calculating and setting forth SE Corp’s (i) good faith estimate, in the case of the First Closing, of the Estimated Working Capital in respect of the Working Capital Companies and (ii) calculation, in the case of each Closing, of the Third Party Indebtedness Balance in respect of all Companies to be contributed, directly or indirectly, in whole or in part, by the Contributors to SEP on such Closing pursuant to this Agreement. Each Estimated Statement shall be prepared in accordance with the accounting principles set forth on Exhibit I (the “Agreed Valuation Principles”). (b) The consideration to be issued or paid (as applicable) by SEP to each Contributor at each Closing as described in Section 2.2 (except the SE Capital-▇▇▇▇▇▇▇▇ Ridge Loan Payment) shall be increased or decreased in accordance with this Section 2.3(b).