Determination and Allocation of Estimated Transaction Consideration. No later than two (2) Business Days before the Closing Date, the Company shall deliver to Buyer the Company’s good faith calculation and estimate of the aggregate amount of the Estimated Transaction Consideration and each of the Estimated Transaction Consideration Elements, and wire instructions for the account(s) designated by the Seller to which funds are to be wired to Seller and the recipients of the Transaction Costs. The calculations described above in the foregoing clause are collectively referred to herein as the “Estimated Closing Statement”. The Estimated Closing Statement and Estimated Net Working Capital shall be prepared in a manner consistent with the terms of (including the definitions contained in) this Agreement, including Exhibit A. Prior to the Closing, Seller, the Company and Buyer will work in good faith to resolve any differences they may have with respect to any information in the Estimated Closing Statement and any modifications to the Estimated Transaction Consideration and the Estimated Transaction Consideration Elements as may be proposed by the parties.
Determination and Allocation of Estimated Transaction Consideration. (i) No later than three (3) Business Days before the Closing Date, the Partnership shall deliver to Parent (A) the Partnership’s good faith calculation and estimate of the aggregate amount of the Estimated Transaction Consideration, the aggregate amount of the Closing Cash Consideration, the aggregate amount of the Stock Consideration and each of the Estimated Transaction Consideration Elements (including its good faith estimate of the Applicable Share Price) and (B) an Allocation Schedule based on such calculations and estimates. The calculations described above in the foregoing clause (A), together with the Allocation Schedule, are collectively referred to herein as the “Estimated Closing Statement”. In connection therewith, the Partnership shall, from and after the delivery of the Estimated Closing Statement, (x) keep Parent reasonably informed of the Partnership’s calculations of the Estimated Transaction Consideration and the Allocation Schedule (including Estimated Net Working Capital) and (y) provide Parent with reasonable access to such books, records, contracts and other documents of the Partnership or its Subsidiaries as Parent may reasonably request in order for Parent to review such calculation. The Partnership shall consider in good faith any comments, objections and suggestions that Parent has with regard to such calculation and the Partnership may, notwithstanding the foregoing, in the good faith determination of the Partnership, revise such calculation to take all or a portion of such comments, objections and suggestions into account and redeliver to Parent a revised Estimated Closing Statement, it being understood and agreed, however, that the final calculation of the Estimated Transaction Consideration, the aggregate amount of the Closing Cash Consideration, the aggregate amount of the Stock Consideration, each of the Estimated Transaction Consideration Elements and the Allocation Schedule will be as determined by the Partnership in its sole discretion, even if Parent has not agreed with such calculation. No later than the 5:00 p.m. New York City time on the Business Day immediately preceding the Closing Date, Parent shall deliver a written notice to the Partnership specifying the number of outstanding shares of Parent Common Stock as of the open of business on the Closing Date. In addition, the parties understand and acknowledge that the Applicable Share Price will not be known until the close of trading of The Nasdaq Stock Market on the...
