Common use of Determination of Closing Adjustment Clause in Contracts

Determination of Closing Adjustment. No later than four (4) Business Days prior to the Closing, the Company shall provide Purchaser with (i) a good faith estimate of Working Capital as of the Closing (“Estimated Working Capital”), a good faith estimate of the aggregate amount of all Cash of the Company Group as of the Closing (“Estimated Cash”), a good faith estimate of Indebtedness of the Company Group as of the Closing, on a consolidated basis (and, for clarity, without duplications of amounts or items included in Working Capital or excluded from Cash) (the “Estimated Indebtedness”), a good faith estimate of the Sellers’ Transaction Expenses as of the Closing (the “Estimated Sellers’ Transaction Expenses”) and the amount by which the Aggregate Initial Consideration is to be adjusted on account thereof (together with reasonable detail for such estimates and calculations), in each case, prepared in accordance with the methodology set forth on Schedule 1.1(C) and (ii) the Distribution Waterfall reflecting the Aggregate Initial Consideration and any changes in the Company Stock and Stock Awards since the date hereof. Purchaser shall have an opportunity to provide any comments it may have to the Estimated Working Capital and the Aggregate Initial Consideration to the Company, and the Company shall consider in good faith (unless there is a reasonable basis not to do so) any revisions to the Estimated Working Capital and the Aggregate Initial Consideration as may be reasonably requested by Purchaser prior to the Closing.

Determination of Closing Adjustment. No later than four three (43) Business Days prior to the ClosingClosing Date, the Company shall provide Purchaser with deliver to Parent a statement in form and substance reasonably satisfactory to Parent (the “Closing Statement”), certified by the Chief Financial Officer of the Company, setting forth, in each case as of 11:59 p.m. Eastern Time on the Closing Date, (i) a good faith estimate of Working Capital as an estimated balance sheet of the Closing Company and the Company Subsidiary (the “Estimated Working CapitalClosing Balance Sheet”), (ii) a good faith estimate of the aggregate amount of all Cash of (the Company Group as of the Closing (“Estimated Cash”), (iii) a good faith estimate of the aggregate amount of Indebtedness of the Company Group as of the Closing, on a consolidated basis (and, for clarity, without duplications of amounts or items included in Working Capital or excluded from Cash) (the “Estimated Indebtedness”), (iv) a good faith estimate of the Sellers’ Transaction Expenses as of the Closing Net Working Capital (the “Estimated Sellers’ Net Working Capital”), together with a reasonably detailed explanation of the calculation thereof, (v) a good faith estimate of the aggregate amount of Company Transaction Expenses (“Estimated Company Transaction Expenses”), (vi) the Estimated Closing Consideration, the Common Stock Per Share Value, and the amount by which the Aggregate Initial Consideration is to be adjusted on account thereof (Warrant Closing Consideration, together with reasonable supporting calculations and documentation of such calculations, as reasonably requested by Parent, and (vii) the Fully-Diluted Common Stock, together with any additional detail for such estimates and calculations)reasonably requested by Parent. Without limiting the definitions set forth in this Agreement, in each case, the Estimated Closing Balance Sheet shall be prepared in accordance with GAAP and the calculations set forth in the Closing Statement shall be prepared in accordance with GAAP, using the methodology set forth in Annex I (as applicable) and, to the extent consistent with GAAP and Annex I, using the same accounting principles, practices, methodologies and policies, including the use of the same line items and line item entries, set forth on Schedule 1.1(C) and (ii) the Distribution Waterfall reflecting the Aggregate Initial Consideration and any changes used in the Company Stock and Stock Awards since the date hereof. Purchaser shall have an opportunity to provide any comments it may have to the Estimated Working Capital and the Aggregate Initial Consideration to the Company, and preparation of the Company shall consider Financial Statements. The principles, practices, methodologies and policies determined in good faith (unless there is a reasonable basis not accordance with the immediately preceding sentence are referred to do so) any revisions to herein as the Estimated Working Capital and the Aggregate Initial Consideration as may be reasonably requested by Purchaser prior to the Closing“Transaction Accounting Principles”.

Determination of Closing Adjustment. No later than four three (43) Business Days prior to the Closing, the Company shall provide Purchaser with deliver to Parent a written statement (the “Estimated Closing Statement”) setting forth (i) a the Company’s good faith estimate of Net Working Capital as of the Closing (“Estimated Net Working Capital”) (prepared in accordance with GAAP consistent with the Company’s historical practices and methodologies and in a manner consistent with Schedule A attached hereto (the “Net Working Capital Schedule”)), a (ii) the Estimated Working Capital Increase, if any, (iii) the Estimated Working Capital Decrease, if any, (iv) the Company’s good faith estimate of the aggregate amount of all Cash Indebtedness of the Company Group as of the Closing (“Estimated Cash”), a good faith estimate of Indebtedness of the Company Group as of the Closing, on a consolidated basis (and, for clarity, without duplications of amounts or items included in Working Capital or excluded from Cash) (the “Estimated Indebtedness”), a (v) the Company’s good faith estimate of the Sellers’ aggregate amount of all Transaction Expenses as of the Closing (“Estimated Transaction Expenses”), together with a statement setting forth the amount and payee for items of such Estimated Transaction Expenses (the “Estimated Sellers’ Transaction ExpensesExpenses Statement”), (vi) and the amount by which resulting calculation of the Aggregate Initial Consideration is to be adjusted on account thereof (together with reasonable detail for such estimates and calculations)Amount, in each case, prepared in accordance with the methodology set forth on Schedule 1.1(C) and (iivii) an updated copy of the Distribution Waterfall reflecting the Aggregate Initial Consideration amounts to be paid to each Equityholder, Bonus Recipient and any changes Convertible Noteholder after taking into account the estimates described in the Company Stock foregoing clauses (i) through (vii), and Stock Awards since in the date hereofcase of each of the foregoing clauses (i) through (vii), with reasonable supporting or underlying documentation used in the preparation thereof. Purchaser shall have an opportunity to provide any comments it may have to Following delivery of the Estimated Working Capital and the Aggregate Initial Consideration to the CompanyClosing Statement, Parent and the Company shall consider in good faith (unless there is a reasonable basis not discuss and attempt to do so) resolve prior to the Closing Date any revisions objections Parent may raise with respect to the Estimated Working Capital and the Aggregate Initial Consideration as may be reasonably requested by Purchaser Closing Statement; provided that if any such objections are not so resolved prior to the ClosingClosing Date, then the Estimated Closing Statement shall not be modified and, for the avoidance of doubt, nothing in this Section 2.12(a) shall impact or limit the remaining provisions of this Section 2.12.

Determination of Closing Adjustment. No later than four three (43) Business Days prior to the Closing, the Company shall provide Purchaser Buyer with a written statement certified by an executive officer of the Company (ithe “Estimated Closing Statement”) a of its good faith estimate of Working Capital as of the close of business on the day prior to the Closing Date (“Estimated Working Capital”), a its good faith estimate of the aggregate amount of all Cash of the Company Group as of the close of business on the day prior to the Closing Date (“Estimated Cash”), a its good faith estimate of the aggregate amount of all Indebtedness of the Company Group as of immediately prior to the Closing, on a consolidated basis Closing (and, for clarity, without duplications of amounts or items included in Working Capital or excluded from Cash) (the “Estimated Indebtedness”), a its good faith estimate of the Sellers’ aggregate amount of all Transaction Expenses that will be unpaid as of immediately prior to the Closing (the “Estimated Sellers’ Transaction Expenses”) ), and the amount amount, if any, by which the Aggregate Initial Consideration Purchase Price is to be adjusted on account thereof (together as a result thereof. The Company shall reasonably consult with Buyer prior to delivery of the Estimated Closing Statement; provided, 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 rights under this Section 2.3. In connection with the preparation of the Estimated Closing Statement, the Seller shall consult in good faith with Buyer regarding the amounts and calculations therein, and provide Buyer with reasonable detail supporting documentation for such estimates the calculations included therein, and calculations)make the financial records of the Company Group reasonably available to Buyer in connection therewith and consider in its sole discretion any comments or modifications from Buyer; provided that the Estimated Working Capital, Estimated Cash, Estimated Indebtedness and Estimated Transaction Expenses set forth in each case, the Estimated Closing Statement (i)will be prepared in accordance with the methodology set forth on Schedule 1.1(C) 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 Distribution Waterfall reflecting the Aggregate Initial Consideration assets and any changes in Liabilities of the Company Stock and Stock Awards since as a result of the date hereof. Purchaser shall have an opportunity to provide transactions contemplated by this Agreement (including any comments it may have to the Estimated Working Capital and the Aggregate Initial Consideration to the Company, and the Company shall consider financing arrangements entered into by Buyer or any of its Affiliates in good faith (unless there is a reasonable basis not to do so) connection therewith or any revisions to the Estimated Working Capital and the Aggregate Initial Consideration as may be reasonably requested by Purchaser prior to the Closingpurchase accounting or other similar adjustments).

Determination of Closing Adjustment. No later than four (4) Business Days prior Prior to the Closing, the Company shall provide 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) a good faith estimate of Working Capital as of the Closing Measurement Time (“Estimated Working Capital”), a good faith estimate of (ii) the aggregate amount of all Cash of the Company Group as of the Closing Measurement Time (plus any Cash that was used to pay any Repaid Indebtedness pursuant to Section 2.4(a) at the Closing) (“Estimated Cash”), a good faith estimate (iii) the aggregate amount of all Indebtedness of the Company Group as of the Measurement Time (plus any Indebtedness to be repaid at or in connection with the Closing, on a consolidated basis (and, for clarity, without duplications of amounts or items included in Working Capital or excluded from Cash) (the “Estimated Indebtedness”) and (iv) the aggregate amount of all Transaction Expenses (“Estimated Transaction Expenses ”), a good faith estimate and the Company’s calculation of the Sellers’ 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 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 (the “Estimated Sellers’ Transaction Expenses”) and the amount by which the Aggregate Initial Consideration is to be adjusted on account thereof (together with reasonable detail for such estimates and calculationsshall include remote access), on a confidential basis, to review the Company Group’s books and records and work papers (in each case, prepared in accordance with subject to the methodology set forth on Schedule 1.1(Cexecution of customary work paper access letters if requested) and (ii) related to the Distribution Waterfall reflecting preparation of the Aggregate Initial Consideration and any changes in the Estimated Closing Statement. The Company Stock and Stock Awards since the date hereof. Purchaser shall have an opportunity to provide any consider Purchaser’s comments it may have to the Estimated Working Capital and the Aggregate Initial Consideration to the Company, and the Company shall consider Closing Statement in good faith (unless there is a reasonable basis not to do so) any revisions to the Estimated Working Capital and the Aggregate Initial Consideration as may be reasonably requested by Purchaser prior to the Closingfaith.