Common use of Estimated Purchase Price Adjustment Clause in Contracts

Estimated Purchase Price Adjustment. 1.8.1 Not less than three (3) Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimate of the Closing Net Working Capital as of the Closing Time (the “Estimated Closing Net Working Capital Statement”), which shall set forth the Estimated Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Estimated Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. 1.8.2 At the Closing, the Purchase Price shall be adjusted by an amount equal to (i) the Estimated Net Working Capital minus (ii) the Normalized Net Working Capital (the “Estimated Purchase Price Adjustment Amount”). If the Estimated Purchase Price Adjustment Amount is a negative number, then the payment made by Purchaser at the Closing shall be decreased by the absolute value of the Estimated Purchase Price Adjustment Amount and if the Estimated Purchase Price Adjustment Amount is a positive number, then the payment made by Purchaser at the Closing shall be increased by the Estimated Purchase Price Adjustment Amount.

Estimated Purchase Price Adjustment. 1.8.1 Not less Seller shall deliver to Purchaser, not later than three ten (310) Business Days prior to the Closing Date, Seller the most recent monthly management accounts of the Company, including the profit and loss statement, cash flows statement and balance sheet of the Company (the “Latest Financial Statements”), which shall prepare, or cause be for a period not earlier than as of and for the month immediately preceding the month ended immediately prior to be preparedthe Closing Date, and deliver to Purchaser a good faith estimate statement of the Closing Net Working Capital estimated Adjustment Amount as of the Closing Time Latest Balance Sheet Date (the “Estimated Closing Net Working Capital Statement”), which shall set setting forth the Estimated Net Working Capital a calculation of the Newsprint Business and of Apache as of the Closing Time estimated Adjustment Amount (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Estimated Net Working CapitalAdjustment Amount”) ), together with reasonable documentation supporting the calculations in the Estimated Closing Statement and a certificate of Seller’s president that the calculation of the Estimated Adjustment Amount was performed in accordance with this Section 2.4. The Latest Financial Statements and the line items set forth on the Estimated Closing Statement shall be prepared in accordance with Seller’s past accounting methodsGAAP, policiesapplied on a basis consistent with the Financial Statements; provided that, practices and procedures and in the same mannerevent of a conflict between GAAP and consistency, with consistent classification and estimation methodology, as GAAP shall control. Within five (5) Business Days of receipt of the Latest Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations Estimated Closing Statement, Purchaser shall be excluded. 1.8.2 At the Closing, the Purchase Price shall be adjusted by an amount equal notify Seller in writing of any objections it has to (i) the Estimated Net Working Capital minus (ii) Closing Statement or the Normalized Net Working Capital (the “Estimated Purchase Price Adjustment Amount”). If the Estimated Purchase Price Adjustment Amount is a negative number, then the payment made by Purchaser at the Closing shall be decreased by the absolute value calculation of the Estimated Purchase Price Adjustment Amount. Purchaser and Seller shall work together in good faith to determine and agree upon the Estimated Adjustment Amount and if the Estimated Purchase Price Adjustment Amount is a positive number, then the payment made by Purchaser at the Closing shall be increased by the Estimated Purchase Price Adjustment Amountprior to Closing.

Estimated Purchase Price Adjustment. 1.8.1 Not less No later than three (3) Business Days prior to the Closing Date, Seller the Company shall prepare, or cause to be prepared, and deliver to Purchaser (i) an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of 11:59 p.m. EST on the day immediately preceding the Closing Date, provided that such estimated unaudited consolidated balance sheet shall give effect to (x) the MSLS Distribution, regardless of whether the MSLS Distribution has been consummated prior to such time and (y) any cash distributions initiated by the Company pursuant to Section 6.6(ii) at or prior to the Closing, regardless of whether any cash so distributed has been debited from the Company's bank accounts as of 11:59 p.m. EST on the day immediately preceding the Closing Date, and (ii) a statement (the “Estimated Preliminary Statement”), in each case prepared in good faith and in accordance with the Financial Statements, setting forth an estimate of the Closing Date Net Working Capital as of the Closing Time Amount (the “Estimated Closing Date Net Working Capital Statement”), which shall set forth the Estimated Net Working Capital of the Newsprint Business and of Apache as of the Closing Time (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Estimated Net Working Capital”) and shall be prepared in accordance with Seller’s past accounting methods, policies, practices and procedures and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. 1.8.2 At the Closing, the Purchase Price shall be adjusted by an amount equal to (i) the Estimated Net Working Capital minus (ii) the Normalized Net Working Capital (the “Estimated Purchase Price Adjustment Amount”). If the Estimated Purchase Price Adjustment Closing Date Net Working Capital Amount is a negative numberexceeds Seven Million Five Hundred Thousand dollars ($7,500,000) (the “Target Net Working Capital Amount”), then the payment made by Purchaser at the Closing shall Cash Payment will be decreased increased dollar-for-dollar by the absolute value amount of the Estimated Purchase Price Adjustment Amount such excess and if the Estimated Purchase Price Adjustment Closing Date Net Working Capital Amount is a positive numberless than the Target Net Working Capital Amount, then the payment made by Purchaser at the Closing Cash Payment shall be increased reduced dollar-for-dollar by the amount of such shortfall, as provided for in Section 1.2. The amount by which the Estimated Closing Date Net Working Capital Amount exceeds or is less than, as applicable, the Target Net Working Capital Amount shall be referred to herein as the “Estimated Purchase Price Adjustment AmountAdjustment.”

Estimated Purchase Price Adjustment. 1.8.1 Not less than three (3) Business Days The Seller shall have delivered to the Buyer prior to the Closing Datedate of this Agreement, Seller shall prepare, or cause to be prepared, and deliver to Purchaser a good faith estimate an estimated consolidated balance sheet of the Closing Net Working Capital Target Group as of the Closing Effective Time (the “Estimated Closing Balance Sheet”) and an estimated calculation of Net Non-Cash Working Capital Statement”), which shall set forth the Estimated Net Working Capital of the Newsprint Business and of Apache as of the Effective Time, based on the Estimated Closing Time Balance Sheet (which shall be set forth separately for each of the Newsprint Business and Apache, but as aggregated shall be referred to as the “Estimated Net Non-Cash Working Capital”) ). Seller represents and shall warrants to Buyer that the Estimated Closing Balance Sheet and the Estimated Net Non-Cash Working Capital will each be prepared in accordance with Seller’s GAAP and on a basis consistent with the preparation of the Company Financial Statements and the past accounting methodspractices of the Target Group (for the avoidance of doubt, policiesto the extent GAAP provides for a range of alternatives, such past practices shall govern), except for the impact of the recognition of revenue on certain Contracts in progress, as agreed upon prior to Closing by Seller and procedures Buyer, in the calculation of amounts reflected in the Estimated Closing Balance Sheet and in the same manner, with consistent classification and estimation methodology, as the Financial Statements were prepared, except that the Excluded Assets and the Newsprint Retained Obligations shall be excluded. 1.8.2 At the Closing, the Purchase Price shall be adjusted by an amount equal to (i) calculation of the Estimated Net Non-Cash Working Capital. The Estimated Net Non-Cash Working Capital minus (ii) will also be prepared in accordance with the Normalized definition of Net Non-Cash Working Capital (the “Estimated Purchase Price Adjustment Amount”)Capital. If the Estimated Purchase Price Adjustment Amount Net Non-Cash Working Capital is a negative numberless than the Working Capital Target, then the payment made by Purchaser at difference shall constitute the Closing shall be decreased by the absolute value of “Estimated Net Non-Cash Working Capital Deficit”. If the Estimated Purchase Price Adjustment Amount and if Net Non-Cash Working Capital is greater than the Estimated Purchase Price Adjustment Amount is a positive numberWorking Capital Target, then the payment made by Purchaser at difference shall constitute the Closing shall be increased by the “Estimated Purchase Price Adjustment AmountNet Non-Cash Working Capital Surplus”.