Common use of Estimated Closing Date Statement Clause in Contracts

Estimated Closing Date Statement. Not less than four (4) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, the Company shall deliver to Buyer a reasonably detailed written statement (the “Estimated Closing Statement”) setting forth its good faith estimate of (i) Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”), (ii) Closing Date Funded Debt (“Estimated Closing Date Funded Debt”), (iii) Closing Date Company Transaction Expenses (“Estimated Closing Date Company Transaction Expenses”), (iv) Closing Date Cash (“Estimated Closing Date Cash”), (v) the Estimated Net Working Capital Adjustment Amount, and (vi) the Closing Date Purchase Price. If requested by Buyer, the Company shall use its reasonable best efforts to permit the Buyer and the Company to jointly perform a count of all raw material, components, work-in-process, finished goods, in-transit and other inventory of the Company (“Physical Inventory Count”) and its Subsidiaries prior to the Closing Date and the Estimated Closing Date Net Working Capital shall, if such a Physical Inventory Count has been conducted, reflect the outcome of such Physical Inventory Count. In connection with such Physical Inventory Count, the Company shall use its reasonable best efforts to provide Buyer and its representatives with reasonable access to the Company’s facilities, books and records, during normal business hours, in such manner as to not interfere with the normal operation of the business of the Company and, with respect to third party facilities, to the extent the Company has (after the exercise of its commercially reasonable efforts) the legal and/or contractual right to do so. In addition to the Company’s obligation under Section 6.6(b), the parties agree to work together in good faith in order to develop procedures to permit the conduct of such Physical Inventory Count, subject to the limitations of the Company’s legal and contractual rights with respect to third parties in possession or control of the Company’s inventory, and to any COVID-19 Measures or related bona fide legal restrictions. In the period between delivery of the Estimated Closing Statement and the date which is two (2) Business Days prior to the Closing Date, Buyer and its accountants and other representatives shall be permitted reasonable access, during normal business hours, in such manner as to not interfere with the normal operation of the business of the Company, to review the Company’s books and records and any work papers (subject to Buyer and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimated

Estimated Closing Date Statement. Not less No later than four five (4) Business Days prior to the Closing Date and in no event more than ten (105) Business Days prior to the Closing Date, Seller shall deliver, or cause to be delivered, to Purchaser a statement prepared in accordance with the Company shall deliver to Buyer a reasonably detailed written statement Accounting Methodology (the “Estimated Closing Date Statement”) setting forth its Seller’s good faith estimate of calculation, together with reasonably detailed supporting documentation, of: (i) Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”)and the components thereof, (ii) the amount of each of (A) Closing Date Funded Debt Company Cash, (“Estimated B) Closing Date Funded Debt”)Indebtedness, accompanied by wire instructions for payment thereof, and (C) Company Transaction Expenses, accompanied by wire instructions for payment thereof, and (iii) Closing Date Company Transaction Expenses the resulting calculation of the Purchase Price under ‎Section 2.2(a) (the “Estimated Closing Date Company Transaction ExpensesPurchase Price”), (iv) Closing Date Cash (“Estimated Closing Date Cash”), (v) the Estimated Net Working Capital Adjustment Amount, and (vi) the Closing Date Purchase Price. If requested by Buyer, the Company shall use its reasonable best efforts to permit the Buyer and the Company to jointly perform a count of all raw material, components, work-in-process, finished goods, in-transit and other inventory of the Company (“Physical Inventory Count”) and its Subsidiaries prior to the Closing Date and the Estimated Closing Date Net Working Capital shall, if such a Physical Inventory Count has been conducted, reflect the outcome of such Physical Inventory Count. In connection with such Physical Inventory Count, the Company shall use its reasonable best efforts to provide Buyer and its representatives with reasonable access to the Company’s facilities, books and records, during normal business hours, in such manner as to not interfere with the normal operation of the business of the Company and, with respect to third party facilities, to the extent the Company has (after the exercise of its commercially reasonable efforts) the legal and/or contractual right to do so. In addition to the Company’s obligation under Section 6.6(b), the parties agree to work together in good faith in order to develop procedures to permit the conduct of such Physical Inventory Count, subject to the limitations of the Company’s legal and contractual rights with respect to third parties in possession or control of the Company’s inventory, and to any COVID-19 Measures or related bona fide legal restrictions. In During the period between following the delivery of the Estimated Closing Date Statement and the date which is two (2) Business Days prior to the Closing, Purchaser shall have the opportunity to review and comment on the Estimated Closing DateDate Statement, Buyer and Seller shall (x) afford Purchaser and its accountants and other representatives shall be permitted Representatives reasonable accessaccess to the personnel, during normal business hours, in such manner as to not interfere with the normal operation of the business of the Company, to review the Company’s books and records and any work papers (subject to Buyer and its representatives entering into any reasonable and customary undertakings required by of the Company’s accountants in connection therewith) related to Company that were used in, or are relevant to, the preparation of the EstimatedEstimated Closing Date Statement; provided that the foregoing shall not apply with respect to any information the disclosure of which would, based on the advice of Sxxxxx’s outside counsel, jeopardize any attorney-client or other privilege; provided, further, that Seller shall use commercially reasonable efforts to provide any requested information in such a way that does not so jeopardize any such privilege); and (y) consider in good faith any changes proposed by Purchaser and its Representatives. To the extent Seller agrees with any revisions proposed by Purchaser or its Representatives to the Estimated Closing Date Statement, Seller may deliver to Purchaser a revised Estimated Closing Date Statement reflecting such revisions; provided that unless otherwise agreed in writing by Purchaser and Seller, for purposes of ‎Section 2.4 and the condition contained in ‎Section 8.2(b), such revised Estimated Closing Date Statement shall be deemed to have been delivered on the date on which the Estimated Closing Date Statement was originally delivered to Purchaser. Purchaser’s failure to propose changes to the Estimated Closing Date Statement shall not indicate any acceptance or waiver or otherwise impact Purchaser’s right to prepare the Closing Date Statement in accordance with ‎Section 2.3(b).

Estimated Closing Date Statement. Not less than four At least three (43) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing DateClosing, the Company shall deliver to Buyer a reasonably detailed written statement certificate (the “Estimated Closing Date Statement”) setting forth its in reasonable detail the Company’s good faith estimate of (i1) the Closing Date Net Working Capital Amount (the “Estimated Closing Date Net Working CapitalCapital Amount”), which calculation shall be prepared in accordance with U.K. GAAP applying the Company’s accounting principles set forth on Exhibit L (ii) Closing Date Funded Debt (the “Estimated Closing Date Funded DebtAccounting Principles”), and (iii2) the Closing Date Company Transaction Expenses (the “Estimated Closing Date Company Transaction Expenses”), (iv) Closing Date Cash (“. The Estimated Closing Date Cash”), (v) Statement shall be signed by the Chief Executive Officer of the Company and accompanied by reasonable supporting documentation. Upon delivery of the Estimated Net Working Capital Adjustment Amount, and (vi) the Closing Date Purchase Price. If requested by BuyerStatement, the Company shall use its reasonable best efforts to permit the Buyer and the Company to jointly perform a count of all raw material, components, work-in-process, finished goods, in-transit and other inventory of the Company (“Physical Inventory Count”) and its Subsidiaries prior to the Closing Date and the Estimated Closing Date Net Working Capital shall, if such a Physical Inventory Count has been conducted, reflect the outcome of such Physical Inventory Count. In connection with such Physical Inventory Count, the Company shall use its reasonable best efforts to provide Buyer and its representatives Representatives with reasonable access to the Company’s employees, agreements, internal work papers, books, records, facilities, books schedules and records, during normal business hours, in such manner as to not interfere with the normal operation of the business calculations of the Company andto verify the accuracy of such amounts. In the event that Buyer does not agree with the amounts set forth on the Estimated Closing Date Statement calculated by the Company, with respect to third party facilities, to the extent the Company has (after and Buyer shall negotiate in good faith to mutually agree upon acceptable estimates, and the exercise of its commercially reasonable efforts) the legal and/or contractual right to do so. In addition to Company shall consider in good faith any proposed comments or changes that Buyer may reasonably suggest; provided, however, that neither the Company’s obligation under Section 6.6(b)failure to include any changes proposed by Buyer, nor the parties agree to work together in good faith in order to develop procedures to permit the conduct of such Physical Inventory Count, subject to the limitations of the Company’s legal and contractual rights with respect to third parties in possession or control of the Company’s inventory, and to any COVID-19 Measures or related bona fide legal restrictions. In the period between delivery acceptance by Buyer of the Estimated Closing Statement and Date Statement, shall limit or otherwise affect the date which is two (2) Business Days prior parties’ remedies under this Agreement, including Buyer’s right to include such proposed changes or other changes in the Buyer Post-Closing DateStatement, nor shall it constitute an acknowledgment by Buyer and its accountants and other representatives shall be permitted reasonable access, during normal business hours, in such manner as to not interfere with the normal operation of the business accuracy of the Company, to review the Company’s books and records and any work papers (subject to Buyer and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the EstimatedEstimated Closing Date Statement.

Estimated Closing Date Statement. Not less than four three (4) Business Days prior to the Closing Date and in no event more than ten (103) Business Days prior to the Closing Date, the Company shall deliver to Buyer Parent, subject to Parent’s reasonable approval, a reasonably detailed written statement (the “Estimated Closing Date Statement”) setting forth its containing a good faith estimate calculation (in reasonable detail) of (i) the Blue Sky Purchase Price, (ii) the Real Property Purchase Price, (iii) the estimated Inventory Purchase Price, (iv) the estimated Parts & Accessories Purchase Price, (v) the estimated Used/Remarketed Vehicle Purchase Price, (vi) the estimated Fixed Assets Purchase Price, (vii) the estimated Supplies Purchase Price, (viii) the estimated Work-in-Process Purchase Price, (ix) the estimated Closing Date Net Working Capital and the components thereof (the “Estimated Closing Date Net Working Capital”), (iix) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (xi) the estimated Closing Date Funded Debt Cash, (xii) the estimated Company Transaction Expenses, (xiii) the estimated Closing Indebtedness, and (xiv) based on the foregoing, the resulting calculation of the estimated Merger Consideration (the resulting amount, the “Estimated Merger Consideration”). Together with the Estimated Closing Date Funded Debt”), (iii) Closing Date Company Transaction Expenses (“Estimated Closing Date Company Transaction Expenses”), (iv) Closing Date Cash (“Estimated Closing Date Cash”), (v) the Estimated Net Working Capital Adjustment Amount, and (vi) the Closing Date Purchase Price. If requested by BuyerStatement, the Company shall use its reasonable best efforts to permit provide Parent with reasonably detailed supporting documentation of the Buyer calculations set forth therein. The Estimated Closing Date Statement shall be prepared, and the Company to jointly perform a count estimated calculations of all raw materialthe Inventory Purchase Price, componentsthe Parts & Accessories Purchase Price, workthe Used/Remarketed Vehicle Purchase Price, the Fixed Assets Purchase Price, the Supplies Purchase Price, the Work-in-processProcess Purchase Price, finished goods, in-transit and other inventory of the Company (“Physical Inventory Count”) and its Subsidiaries prior to the Closing Date and the Estimated Closing Date Net Working Capital, the Working Capital shallIncrease or the Working Capital Decrease, if such a Physical Inventory Count has been conductedas the case may be, reflect the outcome of such Physical Inventory Count. In connection with such Physical Inventory CountClosing Date Cash, the Company Transaction Expenses, the Closing Indebtedness and the Estimated Merger Consideration shall use its reasonable best efforts to provide Buyer and its representatives with reasonable access to the Company’s facilities, books and records, during normal business hours, be determined in such manner as to not interfere accordance with the normal operation Valuation Principles and any of the business of the Company andapplicable Adjusted Items Determination Principles, with respect to third party facilities, to the extent the Company has (after the exercise of its commercially reasonable efforts) the legal and/or contractual right to do so. In addition to the Company’s obligation under Section 6.6(b), the parties agree to work together in good faith in order to develop procedures to permit the conduct of such Physical Inventory Count, subject to the limitations of the Company’s legal and contractual rights with respect to third parties in possession or control of the Company’s inventory, and to any COVID-19 Measures or related bona fide legal restrictions. In the period between delivery of the Estimated Closing Statement and the date which is two (2) Business Days prior to the Closing Date, Buyer and its accountants and other representatives shall be permitted reasonable access, during normal business hours, in such manner as to not interfere with the normal operation of the business of the Company, to review the Company’s books and records and any work papers (subject to Buyer and its representatives entering into any reasonable and customary undertakings required by the Company’s accountants in connection therewith) related to the preparation of the Estimatedapplicable.