Common use of Delivery of Estimated Closing Statement Clause in Contracts

Delivery of Estimated Closing Statement. (i) At least three (3) Business Days prior to the Closing, the Member and the Company will, in good faith and in accordance with the terms of this Section 1.8, cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”), which Estimated Closing Statement shall include reasonably detailed estimates and supporting work papers of Member Costs and Member Capital Contributions as of immediately prior to the Closing and a calculation of the Purchase Price (the “Closing Date Purchase Price”) based on such estimates; (ii) If Buyer reasonably and in good faith disputes the Estimated Closing Statement, the estimates of Member Costs or Member Capital Contributions contained therein, or the calculation of the Closing Date Purchase Price, Buyer may withhold up to Ten Million Dollars ($10,000,000.00) of cash from the Closing Date Purchase Price and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the Final Purchase Price in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereof, and the payment of any such disputed amount shall be resolved in accordance with Section 1.8(c) and (d); (iii) In addition, Buyer may also withhold up to the amount of the Estimated Rejected Change Costs Amount, if any, pursuant to Section 6.14(b) and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the final amount of the Rejected Change Costs in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereof, and the payment of any such disputed amount of Rejected Change Costs shall be resolved in accordance with Section 6.14(b)(ii); and (iv) In addition, Buyer shall withhold from the cash portion of the Closing Date Purchase Price the amount of Ten Million Dollars ($10,000,000) (the “Deferred Amount”), which amount shall instead be paid in the form of the Deferred Amount Note in accordance with Section 1.9; provided, however, that in no event shall the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) equal or exceed twenty-five (25%) of the Closing Date Purchase Price. In the event that the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) would equal or exceed such 25% threshold, then the aggregate amount withheld under clauses (ii) and (iii) above shall be reduced by the smallest amount necessary in order for the aggregate amount withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) to be less than such 25% threshold, and order of reduction shall be first the amounts withheld under clause (iii), and then the amounts withheld under clause (ii). Failure of Buyer to withhold any amounts under this Section 1.8(a) shall not prejudice Buyer’s right to contest the determination of the Final Purchase Price pursuant to the terms of this Agreement.

Delivery of Estimated Closing Statement. Seller shall prepare and deliver to Buyer, not more than five (i5) At Business Days (but at least three (3) Business Days Days) prior to the ClosingClosing Date, the Member and the Company willa statement, in good faith form and in accordance with the terms of this Section 1.8, cause to be prepared and delivered substance reasonably satisfactory to Buyer a statement (the “Estimated Closing Statement”), which Estimated Closing Statement shall include reasonably detailed estimates and supporting work papers setting forth in reasonable detail Seller’s (a) good faith written estimate of Member Costs and Member Capital Contributions as of immediately prior to the Closing and a Indebtedness (the “Estimated Indebtedness”), (b) good faith written estimate of the Closing Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”), (c) calculation of the Purchase Price Cash Proceeds payable at Closing in accordance with Section 2.7 as if the Estimated Indebtedness and the Estimated Seller Transaction Expenses were the actual amount of the Closing Indebtedness and the Closing Seller Transaction Expenses, respectively (the Cash Proceeds as so estimated, the “Closing Date Purchase PricePayment”) based on such estimates; (iid) If Buyer reasonably and in good faith disputes the Estimated Closing Statement, the estimates of Member Costs or Member Capital Contributions contained therein, or the calculation of the Closing Date Purchase Price, Buyer may withhold up to Ten Million Dollars Equity Consideration Securities and ($10,000,000.00e) of cash from the Closing Date Purchase Price and deposit the withheld amount with the Deposit Escrow Agent amounts payable pursuant to the Deposit Escrow Agreement, which amount Asset Transfer Agreements to respective parties thereto. The Closing Payment shall be disbursed upon determination of the Final Purchase Price in accordance with the terms of the Agreement; provided that subject to adjustment after the Closing will take place in accordance with the terms hereof, and the payment of any such disputed amount shall be resolved in accordance with Section 1.8(c) and (d); (iii) In addition, Buyer may also withhold up to the amount of the Estimated Rejected Change Costs Amount, if any, pursuant to Section 6.14(b) and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the final amount of the Rejected Change Costs in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereof, 2.8 and the payment of any such disputed amount of Rejected Change Costs shall be resolved in accordance with Section 6.14(b)(ii); and (iv) In addition, Buyer shall withhold from the cash portion of the Closing Date Purchase Price the amount of Ten Million Dollars ($10,000,000) (the “Deferred Amount”), which amount shall instead be paid in the form of the Deferred Amount Note in accordance with Section 1.9; provided, however, that in no event shall the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) equal or exceed twenty-five (25%) of the Closing Date Purchase Price. In the event that the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) would equal or exceed such 25% threshold, then the aggregate amount withheld under clauses (ii) and (iii) above shall be reduced by the smallest amount necessary in order for the aggregate amount withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) to be less than such 25% threshold, and order of reduction shall be first the amounts withheld under clause (iii), and then the amounts withheld under clause (ii). Failure of Buyer to withhold any amounts under this Section 1.8(a) shall not prejudice Buyer’s right to contest the determination of the Final Purchase Price pursuant to the terms other provisions of this Agreement. All amounts set forth in the Closing Statement shall be subject to the review, comment and approval of Buyer. To the extent requested by Buyer, Seller shall promptly provide Buyer with reasonable access to such information of Seller, including the information used by Seller in calculating such amounts, as is reasonably necessary for Buyer to review such amounts. DR shall have the right to review the Estimated Closing Statement for the purpose of confirming that each of the assignors under the Asset Transfer Agreements will receive, at Closing, the amount set forth in each of the Asset Transfer Agreements.

Delivery of Estimated Closing Statement. Sellers shall prepare and deliver to Buyer or Buyer’s designated Affiliates, not more than seven (i7) At Business Days (but at least three (3) Business Days Days) prior to the ClosingClosing Date, the Member and the Company will, in good faith and in accordance with the terms of this Section 1.8, cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”)) setting forth Sellers’ (a) reasonable, which good faith written estimate of the Purchased Working Capital (the “Estimated Closing Statement shall include reasonably detailed estimates Working Capital”) calculated using the same accounting principles, methodologies, policies, and supporting work papers practices used in the example calculation of Member Costs and Member Net Working Capital Contributions as of immediately prior to the Closing Balance Sheet Date set forth on Part 2 of Exhibit C, the Prorated Payment, Apportioned Taxes, Transfer Taxes, and Assumed Liabilities, and (b) a calculation of the Purchase Price payable at Closing in accordance with Section 1.6 as if such Estimated Working Capital were the actual amount of Purchased Working Capital (the Purchase Price as so estimated, the “Closing Date Estimated Purchase Price”) based on such estimates; (ii) If Buyer reasonably and wire transfer instructions therefor. Sellers will consider any potential adjustments to the Estimated Closing Statement or the Estimated Purchase Price raised in good faith disputes by Xxxxx in writing prior to the Closing, and Sellers will make any corresponding changes to the Estimated Closing Statement, the estimates of Member Costs or Member Capital Contributions contained therein, Statement or the calculation of the Closing Date Purchase Price, Buyer may withhold up to Ten Million Dollars ($10,000,000.00) of cash from the Closing Date Estimated Purchase Price and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreementthat Sellers, which amount shall be disbursed upon determination of the Final Purchase Price in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereoftheir sole discretion, and the payment of any such disputed amount shall be resolved in accordance with Section 1.8(c) and (d); (iii) In addition, Buyer may also withhold up to the amount of the Estimated Rejected Change Costs Amount, if any, pursuant to Section 6.14(b) and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the final amount of the Rejected Change Costs in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereof, and the payment of any such disputed amount of Rejected Change Costs shall be resolved in accordance with Section 6.14(b)(ii); and (iv) In addition, Buyer shall withhold from the cash portion of the Closing Date Purchase Price the amount of Ten Million Dollars ($10,000,000) (the “Deferred Amount”), which amount shall instead be paid in the form of the Deferred Amount Note in accordance with Section 1.9deem appropriate based on Buyer’s proposed adjustments; provided, however, that in no event shall the aggregate amount so withheld under clauses Closing be delayed in any manner in connection with Buyer’s review of the Estimated Closing Statement or the Estimated Purchase Price or any actual or proposed adjustments or changes or otherwise in connection with this process (ii), (iii) and (iv) above plus the LGCB Escrow Amount including as a result of any Sellers’ modification (if included in any) of, or refusal to modify, the calculation of Estimated Closing Statement or the Estimated Purchase Price) equal , or exceed twenty-five (25%) of any disagreement about whether or not Sellers should modify the Estimated Closing Date Statement or the Estimated Purchase Price. In the event that the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) would equal or exceed such 25% threshold, then the aggregate amount withheld under clauses (ii) and (iii) above shall be reduced by the smallest amount necessary in order for the aggregate amount withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) to be less than such 25% threshold, and order of reduction shall be first the amounts withheld under clause (iii), and then the amounts withheld under clause (ii). Failure of Buyer to withhold any amounts under this Section 1.8(a) shall not prejudice Buyer’s right to contest the determination of the Final Purchase Price pursuant to the terms of this Agreement.

Delivery of Estimated Closing Statement. Seller Representative shall prepare and deliver to Buyer, not more than five (i5) At Business Days (but at least three (3) Business Days Days) prior to the ClosingClosing Date, the Member and the Company willa statement, in good faith form and in accordance with the terms of this Section 1.8, cause to be prepared and delivered substance reasonably satisfactory to Buyer a statement (the “Estimated Closing Statement”), which setting forth in reasonable detail Sellers’ (a) good faith written estimate of the Closing Working Capital (the “Estimated Closing Statement shall include reasonably detailed estimates Working Capital”), calculated using the same accounting principles, methodologies, policies, and supporting work papers practices used in the example calculation of Member Costs and Member Net Working Capital Contributions as of immediately prior to the Closing Balance Sheet Date set forth on Schedule 1C, (b) good faith written estimate of the Assumed Indebtedness (the “Estimated Assumed Indebtedness”), (c) good faith written estimate of the Buyer Funded Liabilities (the “Estimated Buyer Funded Liabilities”), (d) good faith written estimate of the Final Seller New Tower Expenditure (the “Estimated Seller New Tower Expenditures”) and a (e) calculation of the Purchase Price (the “payable at Closing Date Purchase Price”) based on such estimates; (ii) If Buyer reasonably and in good faith disputes the Estimated Closing Statement, the estimates of Member Costs or Member Capital Contributions contained therein, or the calculation of the Closing Date Purchase Price, Buyer may withhold up to Ten Million Dollars ($10,000,000.00) of cash from the Closing Date Purchase Price and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the Final Purchase Price in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereof, and the payment of any such disputed amount shall be resolved in accordance with Section 1.8(c) 2.5 as if such Estimated Working Capital, Estimated Assumed Indebtedness, Estimated Buyer Funded Liabilities and (d); (iii) In additionEstimated Seller New Tower Expenditures were the actual amount of Closing Working Capital, Assumed Indebtedness, Buyer may also withhold up Funded Liabilities and Final Seller New Tower Expenditures (the Purchase Price as so estimated, the “Estimated Purchase Price”). All amounts set forth in the Closing Statement shall be subject to the amount review, comment, and approval of the Estimated Rejected Change Costs Amount, if any, pursuant to Section 6.14(b) and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow AgreementBuyer, which amount shall not be disbursed upon determination unreasonably withheld, conditioned, or delayed. To the extent requested by Xxxxx, Seller Representative shall promptly provide Buyer with reasonable access to such information of Sellers, including the final amount of the Rejected Change Costs information used by Sellers in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereofcalculating such amounts, and the payment of any such disputed amount of Rejected Change Costs shall be resolved in accordance with Section 6.14(b)(ii); and (iv) In addition, Buyer shall withhold from the cash portion of the Closing Date Purchase Price the amount of Ten Million Dollars ($10,000,000) (the “Deferred Amount”), which amount shall instead be paid in the form of the Deferred Amount Note in accordance with Section 1.9; provided, however, that in no event shall the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) equal or exceed twenty-five (25%) of the Closing Date Purchase Price. In the event that the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) would equal or exceed such 25% threshold, then the aggregate amount withheld under clauses (ii) and (iii) above shall be reduced by the smallest amount as is reasonably necessary in order for the aggregate amount withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) to be less than such 25% threshold, and order of reduction shall be first the amounts withheld under clause (iii), and then the amounts withheld under clause (ii). Failure of Buyer to withhold any amounts under this Section 1.8(a) shall not prejudice Buyer’s right to contest the determination of the Final Purchase Price pursuant to the terms of this Agreementreview such amounts.

Delivery of Estimated Closing Statement. Sellers shall prepare and deliver to Buyer, not more than seven (i) At least three (37) Business Days (but at least five (5) Business Days) prior to the ClosingClosing Date, the Member and the Company willa statement, in good faith form and in accordance with the terms of this Section 1.8, cause to be prepared and delivered substance reasonably satisfactory to Buyer a statement (the “Estimated Closing Statement”), which setting forth in reasonable detail Sellers’ (a) good faith written estimate of the Closing Working Capital (the “Estimated Closing Statement shall include reasonably detailed estimates Working Capital”), calculated using the same accounting principles, methodologies, policies and supporting work papers practices used in the example calculation of Member Costs and Member Net Working Capital Contributions as of immediately prior to the Closing and a Balance Sheet Date set forth on Schedule 1C, (b) good faith written estimate of the Assumed Indebtedness, if any (the “Estimated Assumed Indebtedness”), (c) calculation of the Purchase Price (the “Closing Date Purchase Price”) based on such estimates; (ii) If Buyer reasonably and in good faith disputes the Estimated Closing Statement, the estimates of Member Costs or Member Capital Contributions contained therein, or the calculation of payable at the Closing Date Purchase Price, Buyer may withhold up to Ten Million Dollars ($10,000,000.00) of cash from the Closing Date Purchase Price and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the Final Purchase Price in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereof, and the payment of any such disputed amount shall be resolved in accordance with Section 1.8(c) 2.5 as if such Estimated Working Capital and Estimated Assumed Indebtedness were the actual amount of the Closing Working Capital and Assumed Indebtedness (the Purchase Price as so estimated, the “Estimated Purchase Price”), and (d); (iii) In addition, Buyer may also withhold up to the amount of the Estimated Rejected Change Costs Amount, if any, pursuant to Section 6.14(b) and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the final amount of the Rejected Change Costs in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereof, and the payment of any such disputed amount of Rejected Change Costs shall be resolved in accordance with Section 6.14(b)(ii); and (iv) In addition, Buyer shall withhold from the cash portion good faith written estimate of the Closing Date Purchase Price Net Worth of Foundation as of immediately following the amount of Ten Million Dollars ($10,000,000) Closing (the “Deferred AmountEstimated Closing Net Worth”)) as if such Estimated Closing Net Worth were the actual Closing Net Worth. All amounts set forth in the Estimated Closing Statement shall be subject to the review, comment and approval of Buyer, which amount shall instead not be paid unreasonably withheld, conditioned or delayed. To the extent requested by Xxxxx, Sellers shall promptly provide Buyer with reasonable access to such information of Sellers, including the information used by Sellers in the form of the Deferred Amount Note in accordance with Section 1.9; providedcalculating such amounts, however, that in no event shall the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) equal or exceed twenty-five (25%) of the Closing Date Purchase Price. In the event that the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) would equal or exceed such 25% threshold, then the aggregate amount withheld under clauses (ii) and (iii) above shall be reduced by the smallest amount as is reasonably necessary in order for the aggregate amount withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) to be less than such 25% threshold, and order of reduction shall be first the amounts withheld under clause (iii), and then the amounts withheld under clause (ii). Failure of Buyer to withhold any amounts under this Section 1.8(a) shall not prejudice Buyer’s right to contest the determination of the Final Purchase Price pursuant to the terms of this Agreementreview such amounts.

Delivery of Estimated Closing Statement. Seller Representative shall prepare and deliver to Buyer, not more than seven (i) At least three (37) Business Days (but at least five (5) Business Days) prior to the ClosingClosing Date, the Member and the Company will, in good faith and in accordance with the terms of this Section 1.8, cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth Sellers’ (a) good faith written estimate of the Closing Working Capital (the “Estimated Working Capital”), which Estimated Closing Statement shall include reasonably detailed estimates calculated using the same accounting principles, methodologies, policies, and supporting work papers practices used in the example calculation of Member Costs and Member Net Working Capital Contributions as of immediately prior to the Closing Balance Sheet Date set forth on Schedule 1D, (b) good faith written estimate of the Assumed Indebtedness (the “Estimated Assumed Indebtedness”), calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Assumed Indebtedness as of the Balance Sheet Date set forth on Schedule 1D, and (c) a calculation of the Purchase Price (the “payable at Closing Date Purchase Price”) based on such estimates; (ii) If Buyer reasonably and in good faith disputes the Estimated Closing Statement, the estimates of Member Costs or Member Capital Contributions contained therein, or the calculation of the Closing Date Purchase Price, Buyer may withhold up to Ten Million Dollars ($10,000,000.00) of cash from the Closing Date Purchase Price and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the Final Purchase Price in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereof, and the payment of any such disputed amount shall be resolved in accordance with Section 1.8(c) 2.5 as if such Estimated Working Capital and Estimated Assumed Indebtedness were the actual amount of Closing Working Capital and Assumed Indebtedness (dthe Purchase Price as so estimated, the “Estimated Purchase Price”); (iii) In addition, Buyer may also withhold up . Seller Representative will consider any potential adjustments to the amount of Estimated Closing Statement or the Estimated Rejected Change Costs Amount, if any, pursuant to Section 6.14(b) and deposit the withheld amount with the Deposit Escrow Agent pursuant Purchase Price raised in good faith by Xxxxx in writing prior to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the final amount of the Rejected Change Costs in accordance with the terms of the Agreement; provided that the Closing will take place in accordance with the terms hereofClosing, and Seller Representative will make any corresponding changes to the payment of any such disputed amount of Rejected Change Costs shall be resolved in accordance with Section 6.14(b)(ii); and (iv) In addition, Buyer shall withhold from Estimated Closing Statement or the cash portion of the Closing Date Estimated Purchase Price the amount of Ten Million Dollars ($10,000,000) (the “Deferred Amount”)that Seller Representative, which amount shall instead be paid in the form of the Deferred Amount Note in accordance with Section 1.9its sole discretion, deems appropriate based on Buyer’s proposed adjustments; provided, however, that in no event shall the aggregate amount so withheld under clauses Closing be delayed in any manner in connection with Buyer’s review of the Estimated Closing Statement or the Estimated Purchase Price or any actual or proposed adjustments or changes or otherwise in connection with this process (ii), (iii) and (iv) above plus the LGCB Escrow Amount including as a result of Seller Representative’s modification (if included in any) of, or refusal to modify, the calculation of Estimated Closing Statement or the Estimated Purchase Price) equal , or exceed twenty-five (25%) of any disagreement about whether or not Seller Representative should modify the Estimated Closing Date Statement or the Estimated Purchase Price. In the event that the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) would equal or exceed such 25% threshold, then the aggregate amount withheld under clauses (ii) and (iii) above shall be reduced by the smallest amount necessary in order for the aggregate amount withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) to be less than such 25% threshold, and order of reduction shall be first the amounts withheld under clause (iii), and then the amounts withheld under clause (ii). Failure of Buyer to withhold any amounts under this Section 1.8(a) shall not prejudice Buyer’s right to contest the determination of the Final Purchase Price pursuant to the terms of this Agreement.

Delivery of Estimated Closing Statement. Within ten (i) At least three (310) Business Days prior to the ClosingClosing Date, but in no event less than five (5) Business Days prior to the Member and the Company willClosing Date, in good faith and in accordance with the terms of this Section 1.8, cause Sellers shall deliver to be prepared and delivered to Buyer Purchaser a statement (the “Estimated Closing Statement”) that sets forth a reasonable, good faith calculation of an estimate of the Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”) and shall include appropriate backup materials supporting such calculation (including, for example, detailed listings of accounts payable and accrued expenses), which . The Estimated Closing Statement shall include reasonably detailed estimates be based on the books and supporting work papers records of Member Costs Sellers and Member Capital Contributions as of immediately prior to prepared in accordance with GAAP applied in a manner consistent with the Closing and a calculation accounting principles applied in the preparation of the Purchase Price (Balance Sheet and, where applicable, using the “methodology described on Exhibit A hereto. To the extent there is any inconsistency between the methodology of GAAP applied in a manner consistent with the accounting principles applied in the preparation of the Balance Sheet and the methodology described on Exhibit A, the methodology described on Exhibit A shall supersede and be the basis on which the Estimated Closing Date Purchase Price”) based on such estimates; (ii) If Buyer reasonably Statement is prepared and the Net Working Capital determined. Purchaser and its representatives shall be entitled to observe all physical inventories that are conducted in good faith disputes connection with, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Estimated Closing Statement. Purchaser shall have an opportunity to review with representatives of Sellers and dispute all or any part of the Estimated Closing Statement, such review to be reasonably prompt and any dispute to be reasonable and in good faith. If the estimates value of Member Costs or Member the Estimated Net Working Capital Contributions contained thereinexceeds the Base Net Working Capital Amount, or then the Closing Payment payable to the Sellers at the Closing shall be increased dollar for dollar by an amount equal to the amount by which the Estimated Net Working Capital exceeds the Base Net Working Capital Amount. If the Estimated Net Working Capital is less than the Base Net Working Capital Amount, then the Closing Payment payable to the Sellers at the Closing shall be reduced dollar for dollar by an amount equal to the amount by which the Base Net Working Capital Amount exceeds the Estimated Net Working Capital. The resulting calculation of the difference between Estimated Net Working Capital and the Base Net Working Capital Amount shall be the “Net Working Capital Estimated Adjustment”. For the avoidance of doubt, the calculation of Estimated Net Working Capital and Closing Net Working Capital shall include the Closing Date Purchase PriceAssumed Cure Amounts as current liabilities in the calculation thereof; provided, Buyer may withhold up to Ten Million Dollars ($10,000,000.00) of cash from the Closing Date Purchase Price and deposit the withheld amount with the Deposit Escrow Agent pursuant however, that to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the Final Purchase Price extent Sellers are required to prepay any amounts with respect to any Assigned Contract that is a grower or finisher Contract in accordance with the terms of the Agreement; provided such Contract for any period that includes periods before the Closing will take place in accordance with the terms hereof, Date and the payment of any such disputed amount shall be resolved in accordance with Section 1.8(c) and (d); (iii) In addition, Buyer may also withhold up to the amount of the Estimated Rejected Change Costs Amount, if any, pursuant to Section 6.14(b) and deposit the withheld amount with the Deposit Escrow Agent pursuant to the Deposit Escrow Agreement, which amount shall be disbursed upon determination of the final amount of the Rejected Change Costs in accordance with the terms of the Agreement; provided that after the Closing will take place and such amount is not paid in accordance with advance by Sellers, only the terms hereof, and the payment of any such disputed amount of Rejected Change Costs shall be resolved in accordance with Section 6.14(b)(ii); and (iv) In addition, Buyer shall withhold from the cash portion of the Assumed Cure Amounts for such Contract allocable to periods prior to Closing Date Purchase Price the amount of Ten Million Dollars ($10,000,000) (the “Deferred Amount”), which amount shall instead be paid in the form of the Deferred Amount Note in accordance with Section 1.9; provided, however, that in no event shall the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included as current liabilities in the calculation of the Purchase Price) equal or exceed twenty-five (25%) of the Estimated Net Working Capital and Closing Date Purchase Price. In the event that the aggregate amount so withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) would equal or exceed such 25% threshold, then the aggregate amount withheld under clauses (ii) and (iii) above shall be reduced by the smallest amount necessary in order for the aggregate amount withheld under clauses (ii), (iii) and (iv) above plus the LGCB Escrow Amount (if included in the calculation of the Purchase Price) to be less than such 25% threshold, and order of reduction shall be first the amounts withheld under clause (iii), and then the amounts withheld under clause (ii). Failure of Buyer to withhold any amounts under this Section 1.8(a) shall not prejudice Buyer’s right to contest the determination of the Final Purchase Price pursuant to the terms of this AgreementNet Working Capital.