Estimated Adjustments Clause Samples

Estimated Adjustments. Not later than ten (10) Business Days before the Closing Date, Sellers shall deliver to Purchaser a written statement (the “Pre-Closing Statement”) setting forth Sellers’ good faith estimate of (A) the Closing Date Distribution Amount (the “Estimated Distribution Amount”), (B) the Specified Receivable; (C) the Ticking Fee, (D) the Permitted Distribution Amount, (E) the Portfolio Management Fee, (F) the Credit Support Fee, (G) the Conetoe II Utility Outage Adjustment, (H) the Subsequent Inventory Amount, (I) D&O Tail Policy Fee and the resulting calculation of the Estimated Purchase Price based on the foregoing. No later than three (3) Business Days before the Closing Date, Sellers shall deliver to Purchaser an updated Pre-Closing Statement updated to set forth (i) the portion of the Estimated Purchase Price payable to each Seller pursuant to Section 2.2 and (ii) with respect to each Seller: (x) the total number of Units of each Company Entity beneficially owned by such Seller as of immediately prior to Closing and (y) wire or other payment instructions for all cash amounts to be paid by Purchaser (including to such Seller) at Closing pursuant to the terms of this Agreement. The Pre-Closing Statement shall be accompanied by reasonable supporting documentation, and Sellers shall consider in good faith any revisions requested in writing by Purchaser to the Pre-Closing Statement, and any such revisions to which Sellers agree in writing shall be deemed incorporated into the Pre-Closing Statement; provided, however, that if Sellers do not agree in writing to any revisions prior to three (3) Business Days prior to the Closing Date, then the Pre-Closing Statement (as modified to reflect only those revisions agreed by Sellers in writing prior to such date pursuant this Section 2.4(a)) shall be used to determine the Estimated Purchase Price pursuant to Section 2.2, without prejudice to Purchaser’s rights under Section 2.4.

Estimated Adjustments. Prior to the Closing, the Sellers’ Representative prepared and submitted to the Buyer Parties the following materials: (1) a written statement setting forth (i) the Closing Indebtedness, together with an itemization and description of such Closing Indebtedness and all applicable payoff letters, and (ii) the Closing Cash; (2) a preliminary Closing Balance Sheet, accompanied by a statement setting forth in good faith its estimate of the Closing Net Working Capital, together with an itemization of the components thereof (the “Estimated Closing Working Capital”), and the estimated Closing Working Capital Adjustment Amount based on the Estimated Closing Working Capital (the “Estimated

Estimated Adjustments. 10 2.05 Post-Closing Adjustment........................................................................11 2.06

Estimated Adjustments. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to SpinCo and ▇▇▇▇▇▇ Partner a written report setting forth the Company’s good faith estimate of the Net Working Capital and Net Indebtedness as of the Cut-Off Time (such estimates, the “Estimated Net Working Capital” and the “Estimated Net Indebtedness”), prepared in conformity with the requirements of this Agreement, including the Accounting Principles and together with reasonable supporting documentation. The Company will reasonably cooperate with Merger Partner and its Representatives in connection with their review of such written report, including by (x) using commercially reasonable efforts to provide information reasonably necessary or useful in connection with their review of the written report as reasonably requested by ▇▇▇▇▇▇ Partner, (y) reasonably considering in good faith any revisions to such written report proposed by ▇▇▇▇▇▇ Partner and (z) revising such written report to reflect any changes mutually agreed by the Company, SpinCo and ▇▇▇▇▇▇ Partner; provided that no comments provided by ▇▇▇▇▇▇ Partner shall provide a basis for any delay in the Closing, or shall require any changes to the written report of the Estimated Net Working Capital or Estimated Net Indebtedness (or the calculations therein) unless agreed to by the Company.

Estimated Adjustments. Sellers shall prepare and submit to the Buyer, not later than five (5) days prior to the Closing, a written good faith estimate of (i) the Current Assets, Current Liabilities and the Average Eight Month EBUs of the CATV Business as of the Closing Date and (ii) the amount of the adjustments to the Purchase Price in accordance with Section 2.03 (the "Estimated Closing Adjustment Statement"). The Estimated Closing Adjustment Statement shall be based upon the books and records of the Systems, including the accounts receivable (including the aging reports) as shown on the latest records of Sellers kept in the ordinary course of business. The Estimated Closing Adjustment Statement submitted to the Buyer shall be accompanied by (a) a statement setting forth in reasonable detail the calculation of the Estimated Closing Adjustment Statement, the Current Assets and Current Liabilities of the CATV Business as of the Closing Date and the Average Eight Month EBUs as of the Closing Date, including appropriate back-up documentation related thereto and in support thereof and (b) a certificate signed by a senior officer of the Sellers certifying that the Estimated Closing Adjustment Statement was calculated in good faith in accordance with the provisions of Section 2.03. The Sellers shall also deliver to the Buyer such other information as may be reasonably requested by the Buyer to verify the amounts and calculations set forth in the Estimated Closing Adjustment Statement.

Estimated Adjustments. The Closing Payment shall be adjusted, plus or minus, dollar for dollar, by the amount by which the Estimated Working Capital set forth in the Preliminary Statement exceeds or is less than the Target Working Capital. Any such adjustment shall be reflected on the Settlement Statement.

Estimated Adjustments. At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer for its approval (not to be unreasonably withheld) (a) an estimated balance sheet as of as of 12:01 a.m. on the Closing Date for the Company (the “Estimated Closing Balance Sheet”), (b) a statement of the current assets of the categories set forth on Schedule 3.1 (but in no event Cash on Hand or Tax assets, even if otherwise included in such categories), less the current liabilities of the categories set forth on Schedule 3.1 (but in no event Transaction Costs, the SEU Payments, other obligations to the extent included in the calculation of Company Debt or the amounts payable under the Retention Bonus Plan (or the Company’s portion of any Taxes payable with respect to the amounts payable under such plan or under the ▇▇▇▇▇▇ Bonus Agreement)) (the “Working Capital”), as reflected on the face of the Estimated Closing Balance Sheet (the “Estimated Closing Working Capital”) and (c) a statement of the Cash on Hand and Company Debt, in each case estimated to be existing as of 12:01 a.m. on the Closing Date, and the estimated Transaction Costs. The Estimated Closing Balance Sheet will be prepared in accordance with GAAP. To the extent the Company’s accounting methods, policies, practices and procedures used in the preparation of the Target Working Capital are in accordance with GAAP, the Estimated Closing Balance Sheet shall be prepared using such accounting methods, policies, practices and procedures, with consistent classifications and estimation methodologies as were used in the preparation of the Target Working Capital in accordance with Schedule 3.1, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the transactions contemplated hereby. The amount, if any, by which the Estimated Closing Working Capital exceeds the Target Working Capital is referred to herein as the “Estimated Closing Working Capital Surplus”. The amount, if any, by which the Estimated Closing Working Capital is less than the Target Working Capital is referred to herein as the “Estimated Closing Working Capital Deficiency”.

Estimated Adjustments