Common use of Determination of Closing Adjustment Clause in Contracts

Determination of Closing Adjustment. Prior to the Closing, the Company shall have provided Purchaser a statement (the “Estimated Closing Statement”) with its good faith estimates of (together with reasonably detailed supporting documentation therefor, including, without limitation, the invoices evidencing Estimated Transaction Expenses, Payoff Letters in respect of any Estimated Indebtedness that is Repaid Indebtedness): (i) Working Capital as of the Measurement Time (“Estimated Working Capital”), (ii) the aggregate amount of all Cash as of the Measurement Time (plus any Cash that was used to pay any Repaid Indebtedness pursuant to Section 2.4(a) at the Closing) (“Estimated Cash”), (iii) the aggregate amount of all Indebtedness as of the Measurement Time (plus any Indebtedness to be repaid at or in connection with the Closing) (“Estimated Indebtedness”) and (iv) the aggregate amount of all Transaction Expenses (“Estimated Transaction Expenses ”), and the Company’s calculation of the Initial Purchase Price resulting from the calculation of such estimates, in each case calculated in accordance with the definitions set forth in this Agreement. The Estimated Closing Statement shall be prepared, and the amount of Cash, Indebtedness, Transaction Expenses, and Working Capital as of the Measurement Time shall be determined, in a manner consistent with terms and definitions in this Agreement. After the delivery of the Estimated Closing Statement, Purchaser and its accountants shall be permitted reasonable access during normal business hours, upon reasonable advanced notice in writing and under reasonable circumstances (which shall include remote access), on a confidential basis, to review the Company Group’s books and records and work papers (in each case, subject to the execution of customary work paper access letters if requested) related to the preparation of the Estimated Closing Statement. The Company shall consider Purchaser’s comments to the Estimated Closing Statement in good faith.

Determination of Closing Adjustment. Prior No later than five (5) Business Days prior to the Closing, the Company shall have provided Purchaser a statement (the “Estimated Closing Statement”) provide Acquirer with its good faith estimates estimate of (together with reasonably detailed supporting documentation therefor, including, without limitation, the invoices evidencing Estimated Transaction Expenses, Payoff Letters in respect of any Estimated Indebtedness that is Repaid Indebtedness): (i) Working Capital as of the Measurement Time (“Estimated Working Capital”), (ii) its good faith estimate of the aggregate amount of all Cash as of the Measurement Time (plus any Cash that was used to pay any Repaid Indebtedness pursuant to Section 2.4(a) at the Closing) (“Estimated Cash” and the amount by which such amount exceeds the Minimum Cash Amount, the “Estimated Excess Cash Amount”), (iii) its good faith estimate of the aggregate amount of all Company Indebtedness as of the Measurement Time (plus any Indebtedness to be repaid at or in connection with the Closing) (“Estimated Company Indebtedness”) and (iv) ), its good faith estimate of the aggregate amount of all unpaid Company Transaction Expenses (“Estimated Company Transaction Expenses Expenses”), and the Company’s resulting calculation of the Initial Purchase Price resulting from the calculation of such estimatesTotal Adjusted Merger Consideration, in each case case, calculated in accordance consistent with the definitions thereof set forth herein (the statement setting forth such calculations, the “Pre-Closing Statement”). During the period after delivery of such Pre-Closing Statement and prior to the Closing Date, (i) the Company will cooperate in good faith with Acquirer in the event that Acquirer disputes any item set forth in this Agreement. The Estimated such Pre-Closing Statement; provided that if the Company and Acquirer are not able to mutually agree on any disputed item prior to the Closing Date, the Pre-Closing Statement provided by the Company, as modified to include any agreed changes, shall be preparedbinding for purposes of this Section 1.17 and (ii) Acquirer and its advisors (including, and the amount of Cashwithout limitation, Indebtedness, Transaction Expenses, and Working Capital as of the Measurement Time its independent accounting firm) shall be determined, in a manner consistent provided with terms and definitions in this Agreement. After such access to the delivery of the Estimated Closing Statement, Purchaser and its accountants shall be permitted reasonable access during normal business hours, upon reasonable advanced notice in writing and under reasonable circumstances (which shall include remote access), on a confidential basis, to review the Company Group’s financial books and records and work papers (in each case, subject to the execution of customary work paper access letters if requested) related to the preparation personnel of the Company, its Subsidiary and the Stockholders’ Agent as it may reasonably request to enable it to evaluate the calculations of Estimated Closing Statement. The Working Capital, Estimated Cash and Estimated Excess Cash Amount, Estimated Company shall consider Purchaser’s comments to the Indebtedness and Estimated Closing Statement in good faithCompany Transaction Expenses.

Determination of Closing Adjustment. Prior No later than three (3) Business Days prior to the Closing, the Company shall have provided Purchaser provide Buyer with a written statement certified by an executive officer of the Company (the “Estimated Closing Statement”) with of its good faith estimates estimate of (together with reasonably detailed supporting documentation therefor, including, without limitation, the invoices evidencing Estimated Transaction Expenses, Payoff Letters in respect of any Estimated Indebtedness that is Repaid Indebtedness): (i) Working Capital as of the Measurement Time close of business on the day prior to the date hereof (“Estimated Working Capital”), (ii) its good faith estimate of the aggregate amount of all Cash of the Company as of the Measurement Time (plus any Cash that was used close of business on the day prior to pay any Repaid Indebtedness pursuant to Section 2.4(a) at the Closing) date hereof (“Estimated Cash”), (iii) its good faith estimate of the aggregate amount of all Indebtedness of the Company as of immediately prior to the Measurement Time (plus any Indebtedness to be repaid at or in connection with the Closing) Closing (“Estimated Indebtedness”) and (iv) ), its good faith estimate of the aggregate amount of all Transaction Expenses as of the Closing (“Estimated Transaction Expenses Expenses”), and the Company’s calculation of amount, if any, by which the Initial Purchase Price resulting from the calculation of such estimates, in each case calculated in accordance with the definitions set forth in this Agreementis to be adjusted as a result thereof. The Estimated Closing Statement Company shall be prepared, and the amount of Cash, Indebtedness, Transaction Expenses, and Working Capital as of the Measurement Time shall be determined, in a manner consistent reasonably consult with terms and definitions in this Agreement. After the Buyer prior to delivery of the Estimated Closing Statement; provided, Purchaser that in no event shall such consultation or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer to any of the estimates or amounts set forth in such Estimated Closing Statement, and its accountants in no way shall be permitted reasonable access during normal business hours, upon reasonable advanced notice in writing and under reasonable circumstances (which shall include remote access), on a confidential basis, to review the Company Group’s books and records and work papers (in each case, subject to the execution of customary work paper access letters if requested) related to the preparation delivery of the Estimated Closing StatementStatement or the consummation of the Closing be construed as a waiver by Buyer of its rights under this Section 2.3. The Company shall consider Purchaser’s comments to Estimated Working Capital, Estimated Cash, Estimated Indebtedness and Estimated Transaction Expenses set forth in the Estimated Closing Statement (i) will be prepared in good faithaccordance with the definitions thereof and, in the case of Estimated Working Capital, Estimated Cash and Estimated Indebtedness, the standards and methods used in the Financial Statements, applied consistently, and (ii) will disregard any and all effects on the assets and Liabilities of the Company as a result of the transactions contemplated by this Agreement (including any financing arrangements entered into by Buyer or any of its Affiliates in connection therewith).

Determination of Closing Adjustment. Prior No later than two (2) Business Days prior to the Closing, Seller shall provide Buyer with a certificate executed by the Company shall have provided Purchaser a statement Chief Financial Officer of Seller (the “Estimated Closing Date Statement”) with its good faith estimates of (together with reasonably detailed supporting documentation therefor, including, without limitation, the invoices evidencing Estimated Transaction Expenses, Payoff Letters setting forth in respect of any Estimated Indebtedness that is Repaid Indebtedness): reasonable detail (i) a good faith estimate of Closing Working Capital as of the Measurement Time (“Estimated Working Capital”) (prepared in accordance with the schedule attached as Section 2.06 of the Disclosure Schedules), (ii) a good faith estimate of the aggregate amount of all Cash Assumed Indebtedness of Seller as of the Measurement Time (plus any Cash that was used to pay any Repaid Indebtedness pursuant to Section 2.4(a) at open of business on the Closing) Closing Date (“Estimated CashAssumed Indebtedness”), and (iii) the aggregate amount of all Indebtedness as of the Measurement Time (plus any Indebtedness to be repaid at or in connection with the Closing) (“Estimated Indebtedness”) and (iv) the aggregate amount of all Transaction Expenses (“Estimated Transaction Expenses ”), and the Company’s calculation of the Initial Purchase Price resulting from Estimated Closing Adjustment, together with such schedules and data with respect to the calculation of such estimates, in each case calculated in accordance with determination thereof as may be appropriate to support the definitions set forth in this Agreementcalculations therein. The Estimated Closing Date Statement shall be preparedprepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the amount of Cash, Indebtedness, Transaction Expenses, and Working Capital as preparation of the Measurement Time Audited Financial Statements for the most recent fiscal year end, subject to the modifications and limitations set forth on Section 2.06 of the Disclosure Schedules; provided that to the extent there is any discrepancy between GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end and Schedule 2.06, Schedule 2.06 shall govern. Buyer and its Representatives shall have an opportunity to review and reasonably comment on the Estimated Closing Date Statement delivered by Seller, which shall be determined, subject to Buyer’s reasonable approval. Set forth in a manner consistent with terms and definitions in this Agreement. After Section 2.06 of the delivery Disclosure Schedules are examples of the Estimated Closing StatementDate Statement determined as if the Closing had occurred on the date of the Interim Financial Statements, Purchaser and its accountants shall be permitted reasonable access during normal business hours, upon reasonable advanced notice in writing and under reasonable circumstances (which shall include remote access), on a confidential basis, to review the Company Group’s books and records and work papers (in each case, subject to the execution assuming for purposes of customary work paper access letters if requested) related to the preparation examples of the Estimated Closing Statement. The Company shall consider Purchaser’s comments to the Adjustment, both that Target Working Capital is greater than Estimated Closing Statement in good faithWorking Capital, and that Estimated Working Capital is greater than Target Working Capital.

Determination of Closing Adjustment. Prior No later than three (3) Business Days prior to the Closing, the Company shall have provided Purchaser provide the Evolent Entities with a statement (the “Estimated Closing Statement”) with setting forth its good faith estimates estimate of (together with reasonably detailed supporting documentation therefor, including, without limitation, the invoices evidencing Estimated Transaction Expenses, Payoff Letters in respect of any Estimated Indebtedness that is Repaid Indebtedness): (i) Working Capital as of the Measurement Time (“Estimated Working Capital”), (ii) a good faith estimate of the aggregate amount of all Cash of the Company Group as of the Measurement Time (plus any Cash that was used to pay any Repaid Indebtedness pursuant to Section 2.4(a) at the Closing) (“Estimated Cash”), (iii) a good faith estimate of the aggregate amount of all Indebtedness of the Company Group as of immediately prior to the Closing (other than with respect to Taxes included in Indebtedness, which shall be calculated as of the Measurement Time (plus any Indebtedness to be repaid at or in connection with end of the Closingday on the Closing Date) (“Estimated Indebtedness”) and (iv) ), a good faith estimate of the aggregate amount of all Company Transaction Expenses of the Company Group as of immediately prior to the Closing (“Estimated Company Transaction Expenses Expenses”), ) and the Company’s calculation of amount by which the Aggregate Initial Purchase Price resulting from Cash Consideration is to be adjusted on account thereof. In addition, the calculation of such estimates, in each case calculated in accordance with the definitions Estimated Closing Statement will set forth in this Agreementthe Excluded Aetna Receivables. The Estimated Closing Statement and the determinations contained therein shall be preparedprepared in accordance with this Agreement, the Accounting Principles and Schedule 1.1(c). The Sellers’ Representative and the amount of Cash, Indebtedness, Transaction Expenses, Company shall (i) provide the Evolent Entities and Working Capital as of the Measurement Time shall be determined, in a manner consistent their Representatives with terms and definitions in this Agreement. After the delivery of the Estimated Closing Statement, Purchaser and its accountants shall be permitted reasonable access during normal business hourshours to the books, upon reasonable advanced notice in writing records (including work papers, schedules, memoranda and under reasonable circumstances (which shall include remote accessother documents), supporting data, facilities and employees of the Company for purposes of their review of the Closing Statement, and (ii) reasonably cooperate with the Evolent Entities and their Representatives in connection with such review, including providing on a confidential basis, to timely basis all other information reasonably necessary or useful in connection with the review the Company Group’s books and records and work papers (in each case, subject to the execution of customary work paper access letters if requested) related to the preparation of the Estimated Closing StatementStatement as is requested by the Purchaser or its Representatives. Notwithstanding anything to the contrary in this Agreement, between the Measurement Time and the Closing, the Sellers shall not, and Sellers shall not cause any member of the Company Group to, take any action (or omit to take any action) (including, for the avoidance of doubt, payment of any dividends, satisfaction of any Indebtedness, or payment of any Company Transaction Expenses) with the effect of modifying Estimated Cash, Estimated Indebtedness, Estimated Working Capital or Estimated Company Transaction Expenses (in each case as if such amounts were measured as of immediately prior to the Closing rather than as of the Measurement Time) in order to increase the Aggregate Initial Cash Consideration payable to the Sellers. If any such payments are made between the Measurement Time and the Closing which are not captured as a deduction to Aggregate Initial Cash Consideration through either a liability in Net Working Capital, Transaction Expenses or Indebtedness, Available Cash shall be reduced by the value of such payment. For the avoidance of doubt, and without duplication, if any payments are made between the Measurement Time and the end of the day on the Closing Date which reduce the value of Accrued Income Taxes, Available Cash shall be reduced by the value of such payment. The calculations of Actual Working Capital and Actual Cash delivered pursuant to Section 2.10(b) shall be based upon the draft Closing Statement delivered pursuant to this Section 2.10(a) after the Company’s good faith consideration of the reasonable comments of the Purchaser thereon. The Company shall consider Purchaser’s comments also deliver to the Estimated Evolent Entities, together with the Closing Statement Statement, the updated Distribution Waterfall reflecting amounts to be paid in good faithaccordance with this Agreement to each Company Stockholder and Company Optionholder at the Closing.

Determination of Closing Adjustment. Prior No later than three (3) Business Days prior to the Closing, the Company Seller Parent (on behalf of all Sellers) shall have provided provide Purchaser with a statement (the “Estimated Closing Statement”) with setting forth its good faith estimates estimate of (together with reasonably detailed supporting documentation therefor, including, without limitation, the invoices evidencing Estimated Transaction Expenses, Payoff Letters in respect of any Estimated Indebtedness that is Repaid Indebtedness): (i) Working Capital as of the Measurement Adjustment Calculation Time (“Estimated Working Capital”), (ii) its good faith estimate of the aggregate amount of all Cash and Cash Equivalents as of the Measurement Adjustment Calculation Time (plus any Cash that was used to pay any Repaid Indebtedness pursuant to Section 2.4(a) at the Closing) (“Estimated Cash”), (iii) its good faith estimate of the aggregate amount of all Indebtedness as of immediately prior to the Measurement Time (plus any Indebtedness to be repaid at or in connection with the Closing) Closing (“Estimated Indebtedness”) and (iv) ), its good faith estimate of the aggregate amount of all Company Transaction Expenses as of immediately prior to the Closing (“Estimated Company Transaction Expenses Expenses”), ) and the Company’s calculation amount, if any, by which the Purchase Price is to be adjusted in accordance with Section 2.2(a) as a result thereof, all of the Initial Purchase Price resulting from the calculation of such estimates, in each case calculated foregoing being presented with reasonable supporting documentation and prepared in accordance with the definitions set forth in this AgreementAccounting Principles. The Together with the Estimated Closing Statement shall be preparedStatement, Seller Parent (on behalf of all Sellers) will deliver to Purchaser the work papers (subject to compliance with Seller Parent’s independent accountants’ customary procedures for release) that, in Seller Parent’s reasonable determination, support and were used in preparation of the estimates of each component of the Estimated Working Capital, Estimated Cash, Estimated Indebtedness and the amount of Cash, Indebtedness, Estimated Company Transaction Expenses, and Working Capital as of . During the Measurement Time shall be determined, in a manner consistent with terms and definitions in this Agreement. After period after the delivery of the Estimated Closing StatementStatement and prior to the Closing, (A) Purchaser and its accountants shall be permitted reasonable access during normal business hours, upon reasonable advanced notice in writing and under reasonable circumstances (which shall include remote access), on a confidential basis, have an opportunity to review the Company Group’s books Estimated Closing Statement for a period of two (2) Business Days and records discuss such statement with Seller Parent (on behalf of all Sellers) and work papers (the Acquired Companies shall consider in each case, subject good faith any comments by Purchaser with respect to the execution of customary work paper access letters if requested) related to the preparation of amount set forth in the Estimated Closing Statement. The Company shall consider ; provided, however, that, without prejudice to Purchaser’s comments to rights under Sections 2.5(b), (c) and (d), the Estimated Closing Statement in good faithshall control.

Determination of Closing Adjustment. Prior No later than three (3) Business Days prior to the Closing, the Company shall have provided Purchaser provide Buyer with a written statement certified by an executive officer of the Company (the “Estimated Closing Statement”) with of its good faith estimates estimate of (together with reasonably detailed supporting documentation therefor, including, without limitation, the invoices evidencing Estimated Transaction Expenses, Payoff Letters in respect of any Estimated Indebtedness that is Repaid Indebtedness): (i) Working Capital as of the Measurement Time close of business on the day prior to the Closing Date (“Estimated Working Capital”), (ii) its good faith estimate of the aggregate amount of all Cash of the Company as of the Measurement Time (plus any Cash that was used close of business on the day prior to pay any Repaid Indebtedness pursuant to Section 2.4(a) at the Closing) Closing Date (“Estimated Cash”), (iii) its good faith estimate of the aggregate amount of all Indebtedness of the Company as of immediately prior to the Measurement Time (plus any Indebtedness to be repaid at or in connection with the Closing) Closing (“Estimated Indebtedness”) and (iv) ), its good faith estimate of the aggregate amount of all Transaction Expenses that will be unpaid as of immediately prior to the Closing (“Estimated Transaction Expenses Expenses”), and the Company’s calculation of amount, if any, by which the Initial Purchase Price resulting from the calculation of such estimates, in each case calculated in accordance with the definitions set forth in this Agreementis to be adjusted as a result thereof. The Estimated Closing Statement Company shall be prepared, and the amount of Cash, Indebtedness, Transaction Expenses, and Working Capital as of the Measurement Time shall be determined, in a manner consistent reasonably consult with terms and definitions in this Agreement. After the Buyer prior to delivery of the Estimated Closing Statement; provided, Purchaser that in no event shall such consultation or the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer to any of the estimates or amounts set forth in such Estimated Closing Statement, and in no way shall delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a waiver by Buyer of its accountants shall be permitted reasonable access during normal business hours, upon reasonable advanced notice in writing and rights under reasonable circumstances (which shall include remote access), on a confidential basis, to review the Company Group’s books and records and work papers (in each case, subject to the execution of customary work paper access letters if requested) related to this Section 2.3. In connection with the preparation of the Estimated Closing Statement. The , the Seller shall consult in good faith with Buyer regarding the amounts and calculations therein, and provide Buyer with reasonable supporting documentation for the calculations included therein, and make the financial records of the Company shall Group reasonably available to Buyer in connection therewith and consider Purchaser’s in its sole discretion any comments to or modifications from Buyer; provided that the Estimated Working Capital, Estimated Cash, Estimated Indebtedness and Estimated Transaction Expenses set forth in the Estimated Closing Statement (i)will be prepared in good faithaccordance with the definitions thereof and, in the case of Estimated Working Capital, Estimated Cash and Estimated Indebtedness, consistently with the Accounting Policies and Principles, and (ii) will disregard any and all effects on the assets and Liabilities of the Company as a result of the transactions contemplated by this Agreement (including any financing arrangements entered into by Buyer or any of its Affiliates in connection therewith or any purchase accounting or other similar adjustments).