Common use of Estimated Purchase Price Adjustment Clause in Contracts

Estimated Purchase Price Adjustment. Seller shall deliver to Purchaser, not later than ten (10) Business Days prior to the Closing Date, 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 be for a period not earlier than as of and for the month immediately preceding the month ended immediately prior to the Closing Date, and a statement of the estimated Adjustment Amount as of the Latest Balance Sheet Date (the “Estimated Closing Statement”), setting forth a calculation of the estimated Adjustment Amount (the “Estimated Adjustment 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 GAAP, applied on a basis consistent with the Financial Statements; provided that, in the event of a conflict between GAAP and consistency, GAAP shall control. Within five (5) Business Days of receipt of the Latest Financial Statements and the Estimated Closing Statement, Purchaser shall notify Seller in writing of any objections it has to the Estimated Closing Statement or the calculation of the Estimated Adjustment Amount. Purchaser and Seller shall work together in good faith to determine and agree upon the Estimated Adjustment Amount prior to Closing.

Estimated Purchase Price Adjustment. Seller shall deliver to PurchaserNo more than five (5), not later than ten but at least two (10) 2), Business Days prior to the Closing Date, Seller shall deliver to Purchaser an unaudited statement (the most recent monthly management accounts “Seller Estimated Adjustment Statement”) setting forth (i) Seller’s good faith estimate of the Company, including the profit and loss statement, cash flows statement and balance sheet amount of all Indebtedness of the Company (the “Latest Financial Statements”), which shall that will be for a period not earlier than as of and for the month immediately preceding the month ended immediately prior to the Closing Date, and a statement of the estimated Adjustment Amount outstanding as of the Latest Balance Sheet Closing Date (the “Estimated Closing StatementIndebtedness”), setting forth (ii) Seller’ good faith estimate of the amount of all Transaction Expenses that will be unpaid and outstanding as of the Closing Date (the “Estimated Transaction Expenses”), (iii) Seller’s good faith estimate of the amount of all Cash On Hand as of the Closing Date (the “Estimated Closing Cash”), (iv) Seller’s good faith estimate of the Net Working Capital as of 11:59 p.m., Eastern time, on the Business Day immediately prior to the Closing Date (the “Estimated Closing Net Working Capital”) and (v) based on such estimates, a calculation of the estimated Adjustment Cash Amount; provided, however that in the event the Cash Amount (is reduced to less than zero dollars, the “amount by which the Cash Amount is less than zero dollars shall reduce the principal amount under the Seller Note. The Seller Estimated Adjustment 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 GAAP, applied on a basis format consistent with the Financial Statements; provided that, example included under the heading “Seller Estimated Adjustment Statement” set forth on Exhibit B attached hereto. Seller shall consult in good faith with Purchaser and its Representatives regarding the event of a conflict between GAAP and consistency, GAAP shall control. Within five (5) Business Days of receipt preparation of the Latest Financial Statements Seller Estimated Adjustment Statement prior to and after the issuance thereof, and shall accept Purchaser’s reasonable comments to the Seller Estimated Adjustment Statement. At the Closing, Purchaser shall pay the Estimated Closing Indebtedness and the Estimated Closing Statement, Purchaser shall notify Seller Transaction Expenses in writing accordance with the Flow of any objections it has to the Estimated Closing Statement or the calculation of the Estimated Adjustment Amount. Purchaser and Seller shall work together in good faith to determine and agree upon the Estimated Adjustment Amount prior to ClosingFunds Memorandum.

Estimated Purchase Price Adjustment. Seller shall deliver to Purchaser, not No later than ten three (103) Business Days prior to the Closing Date, the most recent monthly management accounts of Company shall deliver to the Company, including the profit and loss statement, cash flows Buyer a statement and balance sheet of the Company (the “Latest Financial StatementsPreliminary Closing Date Net Working Capital Statement”), which shall be for a period not earlier than as ) setting forth the Company’s good faith estimate (the “Preliminary Closing Date Net Working Capital”) of and for (i) the month immediately preceding total Inventory plus (ii) the month ended immediately prior to the Closing Date, and a statement total accounts receivable of the estimated Adjustment Amount Business minus (ii) the total accounts payable of the Business, in each case, calculated as of the Latest Balance Sheet Closing Date (the “Estimated Closing StatementDate Net Working Capital”), setting forth a calculation of the estimated Adjustment Amount (the “Estimated Adjustment 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 calculated in accordance with GAAP, applied on a basis consistent the methodology used in preparing the Business Balance Sheet and Section 3.2(b) of the Company Disclosure Schedule, which shall be certified by the Company’s chief financial officer (for the avoidance of doubt, the accounts receivable and accounts payable of the Business shall include all such accounts with respect to the Quest, Trident and Nautalis Discontinued Systems, Consumables and Services line of the Business). In the event that the Buyer does not agree with the Financial Statements; provided thatCompany’s estimate, in the event of a conflict between GAAP and consistency, GAAP shall control. Within five (5) Business Days of receipt of the Latest Financial Statements Company and the Estimated Closing Statement, Purchaser Buyer shall notify Seller in writing of any objections it has to the Estimated Closing Statement or the calculation of the Estimated Adjustment Amount. Purchaser and Seller shall work together negotiate in good faith to determine mutually agree as promptly as practicable on an acceptable estimate of the Preliminary Closing Date Net Working Capital Statement. At the Closing, the amount of the Purchase Price that the Buyer shall be required to pay to the Company pursuant to this Agreement shall be adjusted by the difference between the Preliminary Closing Date Net Working Capital and agree upon the Estimated Adjustment Amount prior Target Net Working Capital. If the Preliminary Closing Date Net Working Capital exceeds the Target Net Working Capital, the amount of the Purchase Price paid by the Buyer to Closingthe Company at Closing shall be increased dollar-for-dollar by the amount of such excess, and if the Preliminary Closing Date Net Working Capital is less than the Target Net Working Capital, the amount of the Purchase Price paid at the Closing shall be decreased dollar-for-dollar by such shortfall, a portion of which shall be paid to the escrow agent pursuant to paragraph (a) above. The Purchase Price shall thereafter be subject to further adjustment as provided in Section 3.3.

Estimated Purchase Price Adjustment. Seller shall deliver to Purchaser, not No later than ten three (103) Business Days prior to the Closing Date, the most recent monthly management accounts of the Company, including the profit and loss statement, cash flows statement and Company shall deliver to Purchaser (i) an estimated unaudited consolidated balance sheet of the Company (the “Latest Financial Statements”), which shall be for a period not earlier than and its Subsidiaries as of and for 11:59 p.m. EST on the month day immediately preceding the month ended immediately 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 estimated Adjustment Closing Date Net Working Capital Amount as of the Latest Balance Sheet Date (the “Estimated Closing StatementDate Net Working Capital Amount”), setting forth a calculation of . If the estimated Adjustment Estimated Closing Date Net Working Capital Amount exceeds Seven Million Five Hundred Thousand dollars ($7,500,000) (the “Estimated Adjustment Target Net Working Capital Amount”), together with reasonable documentation supporting the calculations in Closing Cash Payment will be increased dollar-for-dollar by the amount of such excess and if the Estimated Closing Statement and a certificate Date Net Working Capital Amount is less than the Target Net Working Capital Amount, the Closing Cash Payment shall be reduced dollar-for-dollar by the amount of Seller’s president that the calculation of the Estimated Adjustment Amount was performed such shortfall, as provided for in accordance with this Section 2.41.2. The Latest Financial Statements and the line items set forth on amount by which the Estimated Closing Statement Date Net Working Capital Amount exceeds or is less than, as applicable, the Target Net Working Capital Amount shall be prepared in accordance with GAAP, applied on a basis consistent with referred to herein as the Financial Statements; provided that, in the event of a conflict between GAAP and consistency, GAAP shall control. Within five (5) Business Days of receipt of the Latest Financial Statements and the “Estimated Closing Statement, Purchaser shall notify Seller in writing of any objections it has to the Estimated Closing Statement or the calculation of the Estimated Adjustment Amount. Purchaser and Seller shall work together in good faith to determine and agree upon the Estimated Adjustment Amount prior to ClosingPurchase Price Adjustment.”