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.