Common use of Estimated Adjustment Amount Clause in Contracts

Estimated Adjustment Amount. (a) On or before the fifth business day preceding the Closing Date, Sellers shall provide Buyers, in writing, their estimate of the Net Asset Value of Xxxxxx Industries as of the Closing Date, for purposes of estimating the Adjustment Amount (the "Estimated Adjustment Amount") together with the balance sheet and income statement of Xxxxxx Industries for the then most-recently completed calendar month and such other information in support of such estimated Net Asset Value. Buyers shall notify Sellers in writing within three business days of its receipt of such estimate as to whether or not Buyers agree with Sellers' estimate and if Buyers disagree with such estimate, the parties will negotiate in good faith in an effort to agree upon an estimated Net Asset Value. If the parties can agree upon an estimated Net Asset Value, then the Adjustment Amount shall be calculated based upon such estimated Net Asset Value and the amount thus calculated shall be and constitute the Estimated Adjustment Amount for purposes of Section 2.2(a)(i). If the parties are unable to agree as to an estimated Net Asset Value, then, for purposes of this agreement, the Sellers' estimate shall be used to determine the Estimated Adjustment Amount. As soon as practicable, but in any event within thirty (30) days after the Closing Date, Sellers shall prepare and deliver to Buyers the Closing Balance Sheet, which Closing Balance Sheet shall be prepared in the same manner as the balance sheet included in the Fiscal 1998 Financial Statements and in accordance with GAAP, but without an audit report or footnotes. Inventory shall be valued in accordance with the foregoing and based upon a joint physical inventory taken on the Closing Date by Buyers, Sellers, and their respective accountants. To the extent that the Adjustment Amount derived from the Net Asset Value shown on the Closing Balance Sheet is more or less than the Estimated Adjustment Amount, Buyers shall pay to Sellers or Sellers shall pay to Buyers, as the case may be, the amount of such difference on a dollar-for-dollar basis and the Purchase Price shall be deemed to be increased or decreased, as the case may be, accordingly. Any amount due under this Section 2.8(a) shall be due within five (5) business days of the completion of the Closing Balance Sheet and the resolution of any disputes with respect thereto pursuant to Section 2.8(b). Interest shall accrue from the Closing Date on the payment amount due at the rate charged by Mercantile Bank on the Closing Date as its base rate on the Closing Date, and shall be payable simultaneously with the Purchase Price adjustment under this Section 2.8(a). (b) Buyers and their accountants shall be entitled to observe and consult with Sellers and their accountants in connection with the preparation of the Closing Balance Sheet. Sellers' independent auditing firm shall make its workpapers available to Buyers and their accountants. If Buyers object to the Closing Balance Sheet, they must notify Sellers in writing of each adjustment item, specifying the amount thereof and setting forth, in reasonable detail, the basis for such adjustment, no later than 20 days after Buyers' receipt of the Closing Balance Sheet. If Buyers do not so notify Sellers, the Closing Balance Sheet, as prepared by Sellers, shall be final, binding and conclusive on the parties. In the event of a dispute with respect to a proposed adjustment, Buyers and Sellers shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Buyers and Sellers are unable to resolve such dispute(s) within 20 days after Buyers deliver written notice thereof, Buyers or Sellers may submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually appointed by Buyers and Sellers, or if the parties are unable to agree upon such accounting firm, then Xxxxxx Xxxxxxxx (Des Moines office) shall be selected (the "Independent Accounting Firm"). The Independent Accounting Firm shall resolve any such dispute by sole reference to Sellers' historic practice of maintaining the books and records of the Business; provided, however, that all issues of materiality with regard to the Closing Balance Sheet shall be determined with reference to Xxxxxx Industries as a stand alone entity, conducting the Business, and not with reference to Owosso on a consolidated basis. The Independent Accounting Firm shall not apply or be bound by any other policies, practices or principles. The Independent Accounting Firm shall, within 20 days after submission, determine and report in writing to the parties upon such disputed items, and such report shall be final, binding and conclusive on the parties hereto. Buyers and Sellers shall share equally the fees and charges of the Independent Accounting Firm. The parties acknowledge and agree that no adjustments shall be made to the accumulated depreciation and inventory line items reflected on the Closing Balance Sheet so long as such line items are determined in accordance with Sellers' current accounting procedures, consistently applied. The parties also acknowledge and agree that appropriate adjustments will be made on the Closing Balance Sheet for cash discounts on receivables paid by or credited to customers of Xxxxxx postmarked no later than March 5, 1999, under the Sellers' "8% Prepayment Program" so that Buyers are not adversely affected by any such discounts.

Estimated Adjustment Amount. At least three (a3) On or before the fifth business day preceding Business Days prior to the Closing Date, Sellers the Company shall provide Buyersdeliver to Acquiror an updated Distribution Waterfall Schedule, in writingan unaudited consolidated balance sheet of the Company Group (the “Estimated Closing Balance Sheet”) and an estimated closing statement (the “Estimated Closing Statement”) setting forth, their with reasonable supporting detail, its good faith estimate of the Net Asset Value of Xxxxxx Industries as of (i) the Closing DateDate Net Working Capital (the “Estimated Closing Date Net Working Capital”), for purposes of estimating (ii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iii) the Holder Expenses (the “Estimated Holder Expenses”), (iv) the Closing Date Cash (the “Estimated Closing Date Cash”), (v) the Closing Date Other Adjustment Amount (the "“Estimated Closing Date Other Adjustment Amount"”), (vi) together with the balance sheet and income statement of Xxxxxx Industries for the then most-recently completed calendar month and such other information in support of such estimated Net Asset Value. Buyers shall notify Sellers in writing within three business days of its receipt of such estimate as to whether or not Buyers agree with Sellers' estimate and if Buyers disagree with such estimate, the parties will negotiate in good faith in an effort to agree upon an estimated Net Asset Value. If the parties can agree upon an estimated Net Asset Value, then the Adjustment Amount shall be Closing Consideration calculated based upon such estimated Net Asset Value on the items in the foregoing clauses (i) through (v), and (vii) the amount thus calculated shall be and constitute Current Blocker Tax Liabilities (the “Estimated Adjustment Amount for purposes of Section 2.2(a)(iCurrent Blocker Tax Liabilities”). If the parties are unable to agree as to an estimated Net Asset Value, then, for purposes of this agreement, the Sellers' estimate shall be used to determine the The Estimated Adjustment Amount. As soon as practicable, but in any event within thirty (30) days after the Closing Date, Sellers shall prepare and deliver to Buyers the Closing Balance Sheet, which Closing Balance Sheet shall be prepared in the same manner as the balance sheet included in the Fiscal 1998 Financial Statements and in accordance with GAAP, but without an audit report or footnotes. Inventory shall be valued in accordance with the foregoing and based upon a joint physical inventory taken on the Closing Date by Buyers, Sellers, and their respective accountants. To the extent that the Adjustment Amount derived from the Net Asset Value shown on the Closing Balance Sheet is more or less than the Estimated Adjustment Amount, Buyers shall pay to Sellers or Sellers shall pay to Buyers, as the case may be, the amount of such difference on a dollar-for-dollar basis and the Purchase Price shall be deemed to be increased or decreased, as the case may be, accordingly. Any amount due under this Section 2.8(a) shall be due within five (5) business days of the completion of the Closing Balance Sheet and the resolution Estimated Closing Statement shall be prepared in accordance with the Agreed Accounting Principles. A portion of any disputes with respect thereto pursuant to Section 2.8(b). Interest shall accrue from the sample Estimated Closing Balance Sheet and Estimated Closing Statement calculated as of November 5, 2018 are included as Schedule 2.6, which portion shows only a sample calculation of the Estimated Closing Date Net Working Capital and a sample calculation of the Estimated Closing Date Other Adjustment Amount. Prior to the Closing, the Company shall consider in good faith any comments that the Acquiror has on the payment amount due at Estimated Closing Balance Sheet and the rate charged by Mercantile Bank on the Estimated Closing Date as its base rate on the Closing Date, Statement and shall be payable simultaneously work with the Purchase Price adjustment under this Section 2.8(a). (b) Buyers and their accountants shall be entitled Acquiror in good faith to observe and consult with Sellers and their accountants in connection with the preparation of the Closing Balance Sheet. Sellers' independent auditing firm shall make its workpapers available to Buyers and their accountants. If Buyers object to the Closing Balance Sheet, resolve any differences that they must notify Sellers in writing of each adjustment item, specifying the amount thereof and setting forth, in reasonable detail, the basis for such adjustment, no later than 20 days after Buyers' receipt of the Closing Balance Sheet. If Buyers do not so notify Sellers, the Closing Balance Sheet, as prepared by Sellers, shall be final, binding and conclusive on the parties. In the event of a dispute may have with respect to a proposed adjustment, Buyers and Sellers shall attempt to reconcile their differences, and the computation of any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Buyers and Sellers are unable to resolve such dispute(s) within 20 days after Buyers deliver written notice thereof, Buyers or Sellers may submit of the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually appointed by Buyers and Sellers, or the Estimated Closing Statement; provided that if the parties are unable to agree upon such accounting firm, then Xxxxxx Xxxxxxxx (Des Moines office) shall be selected (the "Independent Accounting Firm"). The Independent Accounting Firm shall resolve any such dispute by sole reference comments prior to Sellers' historic practice of maintaining the books and records Closing, the amounts of the Business; providedEstimated Closing Date Net Working Capital, howeverEstimated Closing Date Indebtedness, that all issues of materiality with regard to Estimated Holder Expenses, Estimated Closing Date Cash, Estimate Closing Date Other Adjustment Amount and Estimated Current Blocker Tax Liabilities as reflected in the Estimated Closing Balance Sheet and Estimated Closing Statement delivered by the Company shall be determined with reference to Xxxxxx Industries as a stand alone entity, conducting the Business, and not with reference to Owosso on a consolidated basis. The Independent Accounting Firm shall not apply or be bound by any other policies, practices or principles. The Independent Accounting Firm shall, within 20 days after submission, determine and report in writing to the parties upon such disputed items, and such report shall be final, binding and conclusive on the parties hereto. Buyers and Sellers shall share equally the fees and charges used for purposes of the Independent Accounting Firm. The parties acknowledge and agree that no adjustments shall be made to the accumulated depreciation and inventory line items reflected on calculating the Closing Balance Sheet so long as such line items are determined in accordance with Sellers' current accounting procedures, consistently applied. The parties also acknowledge Consideration and agree that appropriate adjustments will be made on the Closing Balance Sheet for cash discounts on receivables paid by or credited to customers of Xxxxxx postmarked no later than March 5, 1999, under the Sellers' "8% Prepayment Program" so that Buyers are not adversely affected by any such discountsBlocker Company Payment.

Estimated Adjustment Amount. (a) On or before Initial Calculation of Purchase Consideration. Not later than five business days prior to the fifth business day preceding the Closing DateClosing, Sellers each Purchase Gerry Company shall provide Buyers, in writing, their deliver to Parent an estimate of the Net Asset Value of Xxxxxx Industries as of the Closing Date, for purposes of estimating the Adjustment Adxxxxxent Amount (the "Estimated Adjustment Amount") together with the balance sheet and income statement of Xxxxxx Industries for the then most-recently completed calendar month and such other information in support of such Purchase Gerry Company, including therewith estimated Net Asset Value. Buyers shall notify Sellers in writing within three business days of its receipt Closing Indebtxxxxxs and Other Liabilities ("Estimated Closing Indebtedness and Other Liabilities") of such estimate as to whether Purchase Gerry Company, estimated Working Capital Deficit or not Buyers agree with Sellers' estimate estimatxx Xxrking Capital Balance ("Estimated Working Capital Deficit or Balance") of such Purchase Gerry Company, estimated Capital Expenditure Deficiency or xxxxxated Capital Expenditure Excess ("Estimated Capital Expenditure Deficiency or Excess") of such Purchase Gerry Company, and if Buyers disagree with estimated Severance and Incentive Liabilxxxxx ("Estimated Severance and Incentive Liabilities") of such estimatePurchase Gerry Company, and the parties will negotiate in good faith in an effort to agree upon an estimated Net Asset Value. If the parties can agree upon an estimated Net Asset Value, then the Adjustment Cash Amount of such Purchase Gerry Cxxxxxy shall be calculated based upon such estimated Net Asset Value and the amount thus calculated shall be and constitute determined pursuant to Section 4.01 xx xx the Estimated Adjustment Amount for purposes of Section 2.2(a)(i). If the parties are unable to agree as to an estimated Net Asset Value, then, for purposes of this agreement, the Sellers' estimate shall be used to determine the Estimated Adjustment Amount. As soon as practicable, but in any event within thirty (30) days after the Closing Date, Sellers shall prepare and deliver to Buyers the Closing Balance Sheet, which Closing Balance Sheet shall be prepared in the same manner as the balance sheet included in the Fiscal 1998 Financial Statements and in accordance with GAAP, but without an audit report or footnotes. Inventory shall be valued in accordance with the foregoing and based upon a joint physical inventory taken on the Closing Date by Buyers, Sellers, and their respective accountants. To the extent that such Purchase Gerry Company were the Adjustment Amount derived from of such Purchase Gxxxx Company (the Net Asset Value shown on "Estimated Cash Amount" of such Purchase Xxxxy Company). As of the Closing Balance Sheet is more or less than the Estimated Adjustment Amount, Buyers shall pay to Sellers or Sellers shall pay to Buyers, as the case may beClosing, the amount Cash Amount of such difference on a dollar-for-dollar basis and the Purchase Price each Xxxxxase Gerry Company shall be deemed to be increased or decreasedcomprise the Estimated Casx Xxxunt of such Purchase Gerry Company. After the Closing, as the case may be, accordingly. Any amount due under this Section 2.8(a) shall be due within five (5) business days of the completion of the Closing Balance Sheet and the resolution of any disputes with respect thereto pursuant to Section 2.8(b). Interest shall accrue from the Closing Date on the payment amount due at the rate charged by Mercantile Bank on the Closing Date as its base rate on the Closing Date, and shall be payable simultaneously with the Purchase Price Consideratiox xxxll be subject to adjustment under this Section 2.8(a). (b) Buyers and their accountants shall be entitled to observe and consult with Sellers and their accountants in connection with the preparation of the Closing Balance Sheet. Sellers' independent auditing firm shall make its workpapers available to Buyers and their accountants. If Buyers object to the Closing Balance Sheet, they must notify Sellers in writing of each adjustment item, specifying the amount thereof and setting forth, in reasonable detail, the basis for such adjustment, no later than 20 days after Buyers' receipt of the Closing Balance Sheet. If Buyers do not so notify Sellers, the Closing Balance Sheet, as prepared by Sellers, shall be final, binding and conclusive on the parties. In the event of a dispute with respect to a proposed adjustment, Buyers and Sellers shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Buyers and Sellers are unable to resolve such dispute(s) within 20 days after Buyers deliver written notice thereof, Buyers or Sellers may submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually appointed by Buyers and Sellers, or if the parties are unable to agree upon such accounting firm, then Xxxxxx Xxxxxxxx (Des Moines office) shall be selected (the "Independent Accounting Firm"). The Independent Accounting Firm shall resolve any such dispute by sole reference to Sellers' historic practice of maintaining the books and records of the Business; provided, however, that all issues of materiality with regard to the Closing Balance Sheet shall be determined with reference to Xxxxxx Industries as a stand alone entity, conducting the Business, and not with reference to Owosso on a consolidated basis. The Independent Accounting Firm shall not apply or be bound by any other policies, practices or principles. The Independent Accounting Firm shall, within 20 days after submission, determine and report in writing to the parties upon such disputed items, and such report shall be final, binding and conclusive on the parties hereto. Buyers and Sellers shall share equally the fees and charges of the Independent Accounting Firm. The parties acknowledge and agree that no adjustments shall be made to the accumulated depreciation and inventory line items reflected on the Closing Balance Sheet so long as such line items are determined in accordance with Sellers' current accounting procedures, consistently applied. The parties also acknowledge and agree that appropriate adjustments will be made on the Closing Balance Sheet for cash discounts on receivables paid by or credited to customers of Xxxxxx postmarked no later than March 5, 1999, under the Sellers' "8% Prepayment Program" so that Buyers are not adversely affected by any such discountsSection 4.04.

Estimated Adjustment Amount. (a) On or before Not less than fourteen (14) Business Days prior to the fifth business day preceding the expected Closing Date, Sellers shall provide Buyers, in writing, their deliver to Purchasers a written statement (the “Estimated Adjustment Amount Statement”) setting forth Sellers’ good faith calculation of the estimate of the Net Asset Value of Xxxxxx Industries Adjustment Amount as of the expected Closing Date, for purposes of estimating the Adjustment Amount Date (the "“Estimated Adjustment Amount") together with ”), which estimate shall be based on Sellers’ review of the balance sheet financial information of the Acquired Companies then available to Sellers and income statement shall be used in determining the payment of Xxxxxx Industries for the then most-recently completed calendar month and such other information Purchase Price referred to in support of such estimated Net Asset ValueSection 1.2. Buyers shall notify Sellers in writing within three business days of its receipt of such estimate as to whether or not Buyers agree Commencing with Sellers' estimate and if Buyers disagree with such estimate, the parties will negotiate in good faith in an effort to agree upon an estimated Net Asset Value. If the parties can agree upon an estimated Net Asset Value, then the Adjustment Amount shall be calculated based upon such estimated Net Asset Value and the amount thus calculated shall be and constitute ’ delivery of the Estimated Adjustment Amount Statement, Purchasers shall have reasonable access to the books and records and personnel of the Acquired Companies and the reasonable opportunity to consult with Sellers and their respective Representatives for purposes of Section 2.2(a)(i)evaluating the Estimated Adjustment Amount Statement. If Purchasers shall reasonably disagree, in good faith, with any item set forth in the parties are unable to agree as to an estimated Net Asset Value, then, for purposes of this agreement, the Sellers' estimate shall be Estimated Adjustment Amount Statement or used to determine the Estimated Adjustment Amount. As soon as practicable, but in any event within thirty then Purchasers shall deliver written notice of such disagreement to Sellers no later than five (305) days after Business Days following delivery of the Closing Date, Estimated Adjustment Amount Statement and Purchasers and Sellers shall prepare work, in good faith, to reach agreement on such disputed items. In no event shall any discussions or communications between Sellers and deliver Purchasers, if any, with respect to Buyers any of Purchasers’ disagreements to the Closing Balance Sheet, which Closing Balance Sheet shall be prepared in the same manner as the balance sheet included in the Fiscal 1998 Financial Statements and in accordance with GAAP, but without an audit report or footnotes. Inventory shall be valued in accordance with the foregoing and based upon a joint physical inventory taken on the Closing Date by Buyers, Sellers, and their respective accountants. To the extent that the Estimated Adjustment Amount derived from Statement under this Section 1.5(a) delay the Net Asset Value shown on Closing. In the Closing Balance Sheet is more or less than event that Purchasers and Sellers do not agree to any adjustment to the Estimated Adjustment Amount Statement, then the Estimated Adjustment Amount Statement delivered by Sellers shall constitute the Estimated Adjustment Amount. Notwithstanding the foregoing, Buyers shall pay to Sellers Purchasers’ agreement with the Estimated Adjustment Amount (or Sellers shall pay to Buyers, as any item set forth in the case may be, the amount of such difference on a dollar-for-dollar basis and the Purchase Price shall be deemed to be increased or decreased, as the case may be, accordingly. Any amount due under this Section 2.8(aEstimated Adjustment Amount Statement) shall be due within five (5) business days not foreclose, prevent, limit or preclude any rights or remedy of the completion of the Closing Balance Sheet and the resolution of any disputes with respect thereto pursuant to Section 2.8(b). Interest shall accrue from the Closing Date on the payment amount due at the rate charged by Mercantile Bank on the Closing Date as its base rate on the Closing Date, and shall be payable simultaneously with the Purchase Price adjustment under Purchasers set forth in this Section 2.8(a)Agreement. (b) Buyers Notwithstanding any other provision of this Agreement (but subject to Section 1.6(e) and their accountants Section 8.6(c)), any Party making a payment pursuant to this Agreement shall be entitled to observe deduct and consult with Sellers withhold (or cause to be deducted and their accountants in connection with the preparation of the Closing Balance Sheet. Sellers' independent auditing firm shall make its workpapers available withheld) from such payment such amounts as may be required to Buyers and their accountants. If Buyers object to the Closing Balance Sheet, they must notify Sellers in writing of each adjustment item, specifying the amount thereof and setting forth, in reasonable detail, the basis for such adjustment, no later than 20 days after Buyers' receipt of the Closing Balance Sheet. If Buyers do not so notify Sellers, the Closing Balance Sheet, as prepared by Sellers, shall be final, binding and conclusive on the parties. In the event of a dispute with respect to a proposed adjustment, Buyers and Sellers shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Buyers and Sellers are unable to resolve such dispute(s) within 20 days after Buyers deliver written notice thereof, Buyers deducted or Sellers may submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually appointed by Buyers and Sellers, or if the parties are unable to agree upon such accounting firm, then Xxxxxx Xxxxxxxx (Des Moines office) shall be selected (the "Independent Accounting Firm"). The Independent Accounting Firm shall resolve any such dispute by sole reference to Sellers' historic practice of maintaining the books and records of the Businesswithheld therefrom under applicable Tax Law; provided, however, that prior to making such deduction or withholding, the Party proposing to do so must provide written notice to the other Party at least twenty (20) Business Days prior to the applicable date of payment of the reason and amount (including the calculation of such proposed amount and supporting data) of such withholding, and shall reasonably cooperate with such other Party in order to reduce, limit or avoid such deduction or withholding to the maximum extent permissible under applicable Law, including by affording the Party in respect of whom such withholding is proposed the opportunity to provide such Tax forms or other documentation that would eliminate or reduce the amount to be so withheld. Any amounts deducted or withheld in accordance with the preceding sentence shall be timely remitted to the applicable Taxing Authority, and any amounts so deducted or withheld and remitted shall be treated for all issues purposes of materiality with regard this Agreement as having been paid to the Person in respect of whom such deduction and withholding was made; provided, however, that the Party making any such deduction or withholding shall furnish to the other Party official receipts (or copies thereof) evidencing the payment of any such Taxes to the applicable Taxing Authority. Purchasers and Sellers shall agree at least five (5) Business Days prior to the Closing Balance Sheet shall on the amount of any withholding tax required to be determined with reference to Xxxxxx Industries as a stand alone entity, conducting withheld from the Business, Estimated Purchase Price and not with reference to Owosso on a consolidated basis. The Independent Accounting Firm shall not apply or be bound by any other policies, practices or principlespayments to be paid at Closing. The Independent Accounting Firm shall, within 20 days after submission, determine and report in writing to the parties upon such disputed items, and such report shall be final, binding and conclusive on the parties hereto. Buyers Purchasers and Sellers shall share equally agree on the fees amount of any withholding Tax required to be withheld from any Post-Closing Payment at least five (5) Business Days prior to the date such payment is payable. Notwithstanding the foregoing, if the Parties fail to agree, notwithstanding their good faith efforts, on the amount of any required withholding for Tax, each Party shall be entitled to withhold Tax that it in good faith determines (based on the advice of its Tax advisors) is required by applicable Law to be withheld from any payment due to the other Party and charges shall promptly remit the same to the applicable Taxing Authority; provided, however, that upon Sellers’ written request, Purchasers shall withhold Peruvian Taxes in connection with the sale of the Independent Accounting Firm. The parties acknowledge Company Shares pursuant to this Agreement (including those Peruvian Taxes attributable to any deemed or indirect transfer of an interest in any Acquired Company triggered by the sale of the Company Shares) solely in the amount determined and agree that no adjustments shall be made to the accumulated depreciation and inventory line items reflected indicated by Sellers based on the Closing Balance Sheet so long as advice of their Tax advisors (including if such line items are determined in accordance with Sellers' current accounting procedures, consistently appliedamount is zero). The parties also acknowledge Sellers shall reimburse Purchasers for all reasonable costs and agree that appropriate adjustments will expenses incurred or required to be made on the Closing Balance Sheet for cash discounts on receivables paid by or credited Purchasers in connection with any escrow arrangement for such Peruvian Taxes, promptly and in any event within ten (10) Business Days after Purchaser Representative delivers to customers of Xxxxxx postmarked no later than March 5, 1999, under the Sellers' "8% Prepayment Program" so that Buyers are not adversely affected by any Sellers a reasonably detailed invoice for such discountscosts and expenses.

Estimated Adjustment Amount. 2.3.1 At least three (3) Business Days prior to the Closing Date (but no earlier than seven (7) Business Days prior to the Closing Date), Navistar shall deliver to Investor a written statement (the “Estimated Closing Statement”), prepared in accordance with the items expressly applicable to the Estimated Closing Statement or, as applicable, the components thereof in Schedule 1.2(b), for the avoidance of doubt including, as applicable, Section 1 of Schedule 1.2(b), setting forth Navistar’s good faith estimate of the Adjustment Amount as of the Closing Date (the “Estimated Adjustment Amount”), together with reasonable supporting calculations and documentation. To the extent reasonably necessary to review the Estimated Closing Statement, Investor and its accountants and other representatives shall be permitted reasonable access upon reasonable advance notice and at reasonable times (and during normal business hours) to review the Subject Companies’ and Navistar’s books and records and any work papers (subject to customary access letters), in each case to the extent related to the preparation of the Estimated Closing Statement and to the Subject Companies’ and Navistar’s employees and accountants involved in such preparation. In addition, Investor and its accountants and other representatives may make reasonable inquiries of Navistar, the Subject Companies and their respective accountants regarding questions or disagreements relating to the Estimated Closing Statement. Navistar and the Company shall reasonably cooperate with and respond reasonably promptly to such inquiries (to the extent (a) related to the preparation of the Estimated Closing Statement and (b) responses thereto are within their reasonable control), and Navistar and the Company shall each use its, and shall cause the Subject Companies to use their, commercially reasonable efforts to direct any such accountants to reasonably cooperate with and respond reasonably promptly to such inquiries (to the extent (i) related to the preparation of the Estimated Closing Statement and (ii) responses thereto are within the reasonable control of the Subject Companies and Navistar). Navistar shall consider in good faith any reasonable comments Investor has to the Estimated Closing Statement and, to the extent Navistar reasonably deems it to be appropriate, revise the Estimated Closing Statement to reflect such reasonable comments. Any such revised Estimated Closing Statement shall constitute the Estimated Closing Statement for all purposes of this Agreement. 2.3.2 On or before a date to be mutually agreed by the fifth business day preceding Company and the Investor, which date shall be prior to the delivery of the Estimated Closing Statement but no earlier than ten (10) nor later than seven (7) Business Days prior to the Closing Date, Sellers the Company and Investor shall provide Buyers, in writing, their estimate of the Net Asset Value of Xxxxxx Industries as of the Closing Date, for purposes of estimating the Adjustment Amount jointly conduct a full physical inventory count and assessment (which shall include a price and valuation assessment) (the "Estimated Adjustment Amount"costs of which shall constitute Shared Transaction Expenses) together with (the balance sheet “Inventory Count”). The Investor and income statement of Xxxxxx Industries for the then most-recently completed calendar month its accountants and such other information in support of such estimated Net Asset Value. Buyers shall notify Sellers in writing within three business days of its receipt of such estimate as to whether or not Buyers agree with Sellers' estimate and if Buyers disagree with such estimate, the parties will negotiate in good faith in an effort to agree upon an estimated Net Asset Value. If the parties can agree upon an estimated Net Asset Value, then the Adjustment Amount representatives shall be calculated based upon such estimated Net Asset Value permitted full access to participate in the Inventory Count and the amount thus calculated Company shall be cooperate with and constitute promptly respond to any inquiries with regards to the Estimated Adjustment Amount for purposes of Section 2.2(a)(i). If the parties are unable to agree as to an estimated Net Asset Value, then, for purposes of this agreement, the Sellers' estimate shall be used to determine the Estimated Adjustment Amount. As soon as practicable, but in any event within thirty (30) days after the Closing Date, Sellers shall prepare and deliver to Buyers the Closing Balance Sheet, which Closing Balance Sheet shall be prepared in the same manner as the balance sheet included in the Fiscal 1998 Financial Statements and in accordance with GAAP, but without an audit report or footnotes. Inventory shall be valued in accordance with the foregoing and based upon a joint physical inventory taken on the Closing Date by Buyers, Sellers, and their respective accountants. To the extent that the Adjustment Amount derived from the Net Asset Value shown on the Closing Balance Sheet is more or less than the Estimated Adjustment Amount, Buyers shall pay to Sellers or Sellers shall pay to Buyers, as the case may be, the amount of such difference on a dollar-for-dollar basis Count and the Purchase Price shall be deemed to be increased or decreased, as the case may be, accordingly. Any amount due under this Section 2.8(a) shall be due within five (5) business days of the completion of the Closing Balance Sheet Company and the resolution of any disputes Investor shall each separately prepare (and provide the other party with respect thereto pursuant to Section 2.8(b). Interest shall accrue from the Closing Date on the payment amount due at the rate charged by Mercantile Bank on the Closing Date as its base rate on the Closing Datecopies of) all compilation, reconciliation and shall be payable simultaneously with the Purchase Price adjustment under this Section 2.8(a). (b) Buyers and their accountants shall be entitled to observe and consult with Sellers and their accountants costing workpapers prepared in connection with the preparation of the Closing Balance Sheet. Sellers' independent auditing firm shall make its workpapers available to Buyers and their accountants. If Buyers object to the Closing Balance Sheet, they must notify Sellers in writing of each adjustment item, specifying the amount thereof and setting forth, in reasonable detailInventory Count (collectively, the basis for such adjustment, no later than 20 days after Buyers' receipt of the Closing Balance Sheet. If Buyers do not so notify Sellers, the Closing Balance Sheet, as prepared by Sellers, shall be final, binding and conclusive on the parties. In the event of a dispute with respect to a proposed adjustment, Buyers and Sellers shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Buyers and Sellers are unable to resolve such dispute(s) within 20 days after Buyers deliver written notice thereof, Buyers or Sellers may submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually appointed by Buyers and Sellers, or if the parties are unable to agree upon such accounting firm, then Xxxxxx Xxxxxxxx (Des Moines office) shall be selected (the "Independent Accounting Firm"“Inventory Workpapers”). The Independent Accounting Firm shall resolve any such dispute by sole reference to Sellers' historic practice of maintaining the books and records of the Business; provided, however, that all issues of materiality with regard to the Closing Balance Sheet shall be determined with reference to Xxxxxx Industries as a stand alone entity, conducting the Business, and not with reference to Owosso on a consolidated basis. The Independent Accounting Firm shall not apply or be bound by any other policies, practices or principles. The Independent Accounting Firm shall, within 20 days after submission, determine and report in writing to the parties upon such disputed items, and such report shall be final, binding and conclusive on the parties hereto. Buyers and Sellers shall share equally the fees and charges of the Independent Accounting Firm. The parties acknowledge and agree that no adjustments shall be made to the accumulated depreciation and inventory line items reflected on the Closing Balance Sheet so long as such line items are determined in accordance with Sellers' current accounting procedures, consistently applied. The parties also acknowledge and agree that appropriate adjustments will be made on the Closing Balance Sheet for cash discounts on receivables paid by or credited to customers of Xxxxxx postmarked no later than March 5, 1999, under the Sellers' "8% Prepayment Program" so that Buyers are not adversely affected by any such discounts.

Estimated Adjustment Amount. (a) On or before the fifth business day preceding The Share Consideration shall be reduced based on any negative Net Working Capital, which calculation shall include any unpaid liabilities related to Company Transaction Expenses. At least five (5) Business Days prior to the Closing Date, Sellers the Company shall provide Buyers, in writing, their deliver to Parent a statement setting forth its good faith estimate of the Net Asset Value of Xxxxxx Industries Working Capital as of the Closing Date (the “Estimated Closing Date Net Working Capital”). The Estimated Closing Date Net Working Capital shall be determined in accordance with GAAP, using the same accounting principles, practices, methodologies and policies as were used in the preparation of the Company Financials (to the extent such accounting principles, practices, methodologies and policies are in conformity with GAAP), shall include liabilities related to Company Transaction Expenses, but shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The Company shall provide Parent and its Representatives access to review and make copies of all working papers, schedules, books and records and personnel and shall provide to Parent information supporting such calculation of the Estimated Closing Date Net Working Capital in reasonable detail. If Parent disputes the Estimated Closing Date Net Working Capital amount (or any portion thereof) at any time prior to the Closing Date, for purposes of estimating then Parent and the Adjustment Amount (the "Estimated Adjustment Amount") together with the balance sheet and income statement of Xxxxxx Industries for the then most-recently completed calendar month and such other information in support of such estimated Net Asset Value. Buyers shall notify Sellers in writing within three business days of its receipt of such estimate as to whether or not Buyers agree with Sellers' estimate and if Buyers disagree with such estimate, the parties Company will negotiate in good faith in an effort to resolve such dispute at or prior to the Closing Date. To the extent the Company and Parent cannot agree upon an estimated the Estimated Closing Date Net Asset Value. If Working Capital prior to the parties can agree upon an estimated Net Asset ValueClosing Date, then the Adjustment Amount Estimated Closing Date Net Working Capital shall be calculated based upon such estimated deemed to be equal to one-half of the sum of the Company’s and Parent’s calculation of the Estimated Closing Date Net Asset Value Working Capital (the Estimated Closing Date New Working Capital as finally determined in accordance with this Section 2.2(a), the “Final Estimated Closing Date Net Working Capital”). The number of shares of Parent Common Stock and Parent Series D Preferred Stock issuable under Section 2.1(b) and the amount thus calculated number of shares of Parent Common Stock subject to Roll-Over Options under Section 2.9(b) shall be reduced by a number of shares of Parent Common Stock or Parent Series D Preferred Stock, as the case may be, equal to the sum of, (A)(1)any amount by which the Final Estimated Closing Date Net Working Capital is negative plus (2) the amount of any Company Indebtedness at Closing, divided by (B) the Parent Stock Value, rounded down to the nearest whole share. (b) Within 120 days following the Closing Date, Parent shall cause to be prepared and constitute delivered to the Estimated Adjustment Amount for purposes Company Shareholders’ Representative (i) an unaudited consolidated balance sheet of the Company as at the Closing Date (the “Closing Balance Sheet”) and (ii) a statement prepared in accordance with this Section 2.2(a)(i2.2 (the “Closing Date Statement”) setting forth the calculation of Net Working Capital as derived from the Closing Balance Sheet (the “Closing Date Net Working Capital”). If the parties are unable to agree as to an estimated Net Asset Value, then, for purposes of this agreement, the Sellers' estimate The Closing Balance Sheet shall be prepared, and the Closing Date Net Working Capital shall be determined in accordance with GAAP using the same accounting principles, practices, methodologies and policies as were used in the preparation of the Company Financials (to determine the Estimated Adjustment Amountextent such accounting principles, practices, methodologies and policies are in conformity with GAAP) and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. (c) Except for the consummation of the Closing and the other transactions contemplated hereby, Parent and the Company agree that on the Closing Date the business and operations of the Company shall be conducted in the ordinary course in a manner substantially consistent with past practice. As soon as practicable, but Unless Company Shareholders’ Representative notifies Parent in any event writing within thirty (30) days after the Closing Date, Sellers shall prepare and deliver to Buyers the Closing Balance Sheet, which Closing Balance Sheet shall be prepared in the same manner as the balance sheet included in the Fiscal 1998 Financial Statements and in accordance with GAAP, but without an audit report or footnotes. Inventory shall be valued in accordance with the foregoing and based upon a joint physical inventory taken on the Closing Date by Buyers, Sellers, and their respective accountants. To the extent that the Adjustment Amount derived from the Net Asset Value shown on the Closing Balance Sheet is more or less than the Estimated Adjustment Amount, Buyers shall pay to Sellers or Sellers shall pay to Buyers, as the case may be, the amount of such difference on a dollar-for-dollar basis and the Purchase Price shall be deemed to be increased or decreased, as the case may be, accordingly. Any amount due under this Section 2.8(a) shall be due within five (5) business days of the completion Parent’s delivery of the Closing Balance Sheet and the resolution Closing Date Statement of any disputes with respect thereto pursuant objection to Section 2.8(b). Interest shall accrue from the computation of the Closing Date on Net Working Capital set forth therein (the payment amount due at the rate charged by Mercantile Bank on the Closing Date as its base rate on the Closing Date, and shall be payable simultaneously with the Purchase Price adjustment under this Section 2.8(a“Notice of Objection”). (b) Buyers and their accountants shall be entitled to observe and consult with Sellers and their accountants in connection with the preparation of the Closing Balance Sheet. Sellers' independent auditing firm shall make its workpapers available to Buyers and their accountants. If Buyers object to the Closing Balance Sheet, they must notify Sellers in writing of each adjustment item, specifying the amount thereof and setting forth, in reasonable detail, the basis for such adjustment, no later than 20 days after Buyers' receipt of the Closing Balance Sheet. If Buyers do not so notify Sellers, the Closing Balance SheetSheet and the Closing Date Statement shall be final and binding for all purposes hereunder. During such 30-day period, as the Company Shareholders’ Representative shall be permitted to have access to, to review and to make copies of all relevant working papers, schedules, memoranda and other documents prepared by Sellers, shall be final, binding Parent and conclusive on the parties. In the event of a dispute with respect to a proposed adjustment, Buyers and Sellers shall attempt to reconcile their differences, and any resolution by them as to any disputed amounts shall be final, binding and conclusive on the parties. If Buyers and Sellers are unable to resolve such dispute(s) within 20 days after Buyers deliver written notice thereof, Buyers or Sellers may submit the items remaining in dispute for resolution to an independent accounting firm of national reputation mutually appointed by Buyers and Sellers, or if the parties are unable to agree upon such accounting firm, then Xxxxxx Xxxxxxxx (Des Moines office) shall be selected (the "Independent Accounting Firm"). The Independent Accounting Firm shall resolve any such dispute by sole reference to Sellers' historic practice of maintaining the books and records of the Business; provided, however, that all issues of materiality with regard its Representatives relating to the Closing Balance Sheet and the Closing Date Statement. Any Notice of Objection shall specify in reasonable detail the basis for the objections set forth therein. To be effective, any such Notice of Objection shall include a copy of the Closing Date Statement setting forth Parent’s determination of the Closing Date Net Working Capital marked to indicate those specific line items that are in dispute (the “Disputed Items”) and shall be determined with reference to Xxxxxx Industries as accompanied by Company Shareholders’ Representative’s calculation of each of the Disputed Items and Company Shareholders’ Representative’s revised Closing Date Statement setting forth its determination of the Closing Date Net Working Capital. To the extent Company Shareholders’ Representative provides a stand alone entityNotice of Objection within such 30-day period, conducting the Business, and all items that are not with reference to Owosso on a consolidated basis. The Independent Accounting Firm shall not apply or be bound by any other policies, practices or principles. The Independent Accounting Firm shall, within 20 days after submission, determine and report in writing to the parties upon such disputed items, and such report Disputed Items shall be finalfinal and binding for all purposes hereunder. If the Company Shareholders’ Representative gives the Notice of Objection to Parent within such 30-day period, binding Parent and conclusive the Company Shareholders’ Representative will use commercially reasonable efforts to resolve any Disputed Items during the 30-day period commencing on the parties hereto. Buyers and Sellers shall share equally date Parent receives the fees and charges Notice of Objection from the Independent Accounting Firm. The parties acknowledge and agree that no adjustments shall be made to the accumulated depreciation and inventory line items reflected on the Closing Balance Sheet so long as such line items are determined Company Shareholders’ Representative, in accordance with Sellers' current accounting procedures, consistently applied. The parties also acknowledge and agree that appropriate adjustments will be made on the Closing Balance Sheet for cash discounts on receivables paid by or credited to customers of Xxxxxx postmarked no later than March 5, 1999, under the Sellers' "8% Prepayment Program" so that Buyers are not adversely affected by any such discountsSection 2.4 below.