Common use of Estimated Purchase Price Clause in Contracts

Estimated Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.3.2(b), at least three (3) Business Days prior to the Closing Date, the Main Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth (i) the estimated Net Inventory Value as of the Closing (the “Estimated Net Inventory Value”), (ii) the estimated amount of the CIP Receivables Amount as of the Closing (the “Estimated CIP Receivables Amount”), (iii) the estimated Contractual Liabilities Amount as of the Closing (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (vii) an estimate of the Employee Adjustment Amount as of the Closing (the “Estimated Employee Adjustment Amount”) and (viii) the Estimated Purchase Price. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:

Estimated Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser (on its own behalf and as agent for the Designated Purchasers) to the Distribution Agent as agent for the Sellers and the EMEA Sellers at the Closing pursuant to Section 2.3.2(b2.3.2(a), at least three (3) Business Days prior to the Closing Date, the Main Sellers and the EMEA Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth (i) the estimated Closing Inventory Adjustment (the “Estimated Closing Inventory Adjustment”) together with the estimated Closing Date Inventory Schedule and calculations used to determine the Estimated Closing Inventory Adjustment, (ii) the estimated Companies Net Inventory Value Working Capital as of the Closing (the “Estimated Closing Companies Net Inventory ValueWorking Capital”), (iiiii) the estimated amount of Closing Accrued Vacation Amount (the CIP Receivables “Estimated Closing Accrued Vacation Amount”), (iv) the estimated Retirement Obligation Amount as of the Closing (the “Estimated CIP Receivables Closing Retirement Obligation Amount”), (iiiv) the estimated Contractual Liabilities Amount Net Debt Adjustment as of the Closing (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision AmountNet Debt Adjustment”), (vi) an estimate of the Adjusted Net Working Capital estimated Adjustment Payment (the “Estimated Adjusted Net Working CapitalAdjustment Payment”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement), (vii) an estimate of the Employee estimated EMEA Downward Adjustment Amount as of the Closing Date (the “Estimated Employee Adjustment AmountClosing EMEA Downward Adjustment”) and (viii) the Estimated Purchase Price. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:),

Estimated Purchase Price. (a) For purposes the purpose of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser (on its own behalf and as agent for the Designated Purchasers) to the Distribution Agent as agent for the Sellers and the EMEA Sellers at the Closing pursuant to Section 2.3.2(b2.4.2(b), at least three (3) Business Days prior to the Closing Date, the Main Sellers and the EMEA Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Nortel Accounting Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth (i) the estimated Net Inventory Value as of the Closing (the “Estimated Net Closing Inventory Value”), (ii) the estimated amount estimate of the CIP Receivables Warranty Provision Amount as of the Closing (the “Estimated CIP Receivables Warranty Provision Amount”), (iii) the estimated amount of the Unbilled Accounts Receivable Amount as of the Closing (the “Estimated Unbilled Accounts Receivable Amount”), (iv) the estimated Prepaid Expenses Amount as of the Closing (the “Estimated Prepaid Expenses Amount”), (v) the estimated Contractual Liabilities Amount as of the Closing (the “Estimated Contractual Liabilities Amount”), (ivvi) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (vvii) an estimate of the Warranty Provision Product Exposures Amount as of the Closing (the “Estimated Warranty Provision Product Exposures Amount”), (viviii) an estimate of the Adjusted Net Working Capital at Closing (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement), (viiix) an estimate of the Employee Adjustment Accrued Vacation Amount as of the Closing (the “Estimated Employee Adjustment Closing Accrued Vacation Amount”), (x) an estimate of the Specified Employee Liabilities Amount as of the Closing (the “Estimated Specified Employee Liabilities Amount”), (xi) an estimate of the Deferred Profit Amount as of the Closing (the “Estimated Deferred Profit Amount”), (xii) an estimate of the aggregate of all EMEA Downward Adjustments (the “Estimated Aggregate EMEA Downward Adjustment”), (xiii) an estimate of the aggregate of all Downward Adjustments (the “Estimated Aggregate Downward Adjustment”), (xiv) the Estimated Excess ARD Employees Amount, (xv) an estimate of the TFR Amount as of the Closing (the “Estimated TFR Amount”), (xvi) an estimate of the EMEA Holiday Downward Adjustment as of the Closing (the “Estimated EMEA Holiday Downward Adjustment”), (xvii) the Estimated French Excess ARD Employees Amount, (xviii) an estimate of the Pre-Close Employment Payments Amount (the “Estimated Pre-Close Employment Payments Amount”), and (viiixix) the Estimated Purchase Price. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:

Estimated Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.3.2(b2.3.2(c), at least three (3) Business Days prior to the Closing Date, the Main Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth forth: (i) the estimated Net amount of the Inventory Value as of the Closing Date (the “Estimated Net Inventory Value”), , (ii) the estimated amount of the CIP Receivables Amount as of the Closing Date (the “Estimated CIP Receivables Amount”), , (iii) the estimated Contractual Liabilities amount of the Warranty Provision Amount as of the Closing Date (the “Estimated Warranty Provision Amount”), (iv) the estimated amount of the Accrued Vacation Amount as of the Closing Date (the “Estimated Accrued Vacation Amount”), (v) the estimated amount of the Contractual Liability Amount as of the Closing Date (the “Estimated Contractual Liabilities Liability Amount”), , (ivvi) an estimate the estimated amount of the Deferred Revenue Liability Amount as of the Closing Date (the “Estimated Deferred Revenue Liability Amount”), (vii) the estimated amount of the Royalty Liability Amount as of the Closing Date (the “Estimated Royalty Liability Amount”), , (vviii) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate estimated amount of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement), and (vii) an estimate of the Employee Adjustment Amount as of the Closing (the “Estimated Employee Adjustment Amount”) and (viiiix) the Estimated Purchase Price. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:

Estimated Purchase Price. No later than three Business Days prior to the Closing, the Seller shall deliver to Buyer a statement (athe “Statement”) For purposes setting forth reasonably detailed calculations of determining (i) (A) the amount of Closing Date Funded Indebtedness, (B) the amount of Unpaid Seller Expenses, (C) the Seller’s good faith estimate of the amount of Cash and Cash Equivalents (the “Estimated Cash and Cash Equivalents”) and (D) the Seller’s good faith estimate of Net Working Capital (and the related Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”)) and (ii) the estimated Purchase Price calculated based on the amounts included in the Statement pursuant to clause (i) above (the “Estimated Purchase Price”), all of which such amounts included on the Statement shall be calculated in accordance with the terms of this Agreement (including the applicable definitions set forth herein). At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash to be paid as by wire transfer of immediately available funds, the Estimated Purchase Price by as follows: (i) $5,000,000 (such amount, the Purchaser “Adjustment Escrow Amount”) of cash shall be deposited into an escrow account (the “Adjustment Escrow Account”), which shall be established pursuant to an escrow agreement (the Sellers at “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among the Buyer, the Seller and an escrow agent to be mutually agreed upon between Buyer and the Seller (the “Escrow Agent”) as security for the Seller’s obligations pursuant to Section 2.3.2(b2.4(c)(ii), if any, and (y) substantially in the form of Exhibit B attached hereto; (ii) $7,387,500 (such amount the “Indemnity Escrow Amount”) shall be deposited into an escrow account (the “Indemnity Escrow Account”) to be held by the Escrow Agent and established pursuant to the Escrow Agreement as security for the Seller’s obligations pursuant to Article IX; (iii) to the extent the Interim Loss Indemnity Escrow Amount (calculated without regard to the proviso contained in the definition of Interim Loss Estimate Amount) is greater than zero, the Interim Loss Indemnity Escrow Amount shall be deposited into an escrow account (the “Interim Loss Indemnity Escrow Account”) to be held by the Escrow Agent and established pursuant to the Escrow Agreement as security for the Seller’s obligations to indemnify the Buyer Indemnified Parties for Interim Losses pursuant to Article IX; provided, that if the Interim Loss Indemnity Escrow Amount (calculated without regard to the proviso contained in the definition Interim Loss Estimate Amount) is greater than $15,000,000 the Seller may, at its option, direct Buyer to only deposit $15,000,000 in the Interim Loss Indemnity Escrow Account, in which event the Interim Loss Indemnity Escrow Amount shall be deemed to be $15,000,000 (any such election by the Seller, an “Interim Loss Indemnity Escrow Reduction Election”), in which case Buyer shall have the right (in its discretion) to terminate this Agreement pursuant to Section 8.1(h); (iv) on behalf of the Seller and the Group Companies, (x) cash in the amount necessary to satisfy the Closing Date Funded Indebtedness that is included in the Estimated Purchase Price and (y) cash in the amount necessary to satisfy the Unpaid Seller Expenses that are included in the Estimated Purchase Price, each in accordance with the Funds Flow Memorandum and, in the case of clause (y), Section 6.9(e); and _ (v) to the Seller, an amount equal to the Estimated Purchase Price minus the Adjustment Escrow Amount, the Indemnity Escrow Amount and the Interim Loss Indemnity Escrow Amount (the “Closing Date Payment”). The Seller shall provide Buyer with a flow of funds (the “Funds Flow Memorandum”) accurately setting forth the amounts to be paid pursuant to this Section 2.4(a) along with the payees thereof and the wire instructions therefor at least three (3) Business Days prior to the Closing Date, . Upon the Main Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth (i) the estimated Net Inventory Value as payment of the Closing (Date Payment to the “Estimated Net Inventory Value”)Seller, (ii) the estimated amount of the CIP Receivables Amount as of the Closing (the “Estimated CIP Receivables Amount”)Seller shall cease to have any right, (iii) the estimated Contractual Liabilities Amount as of the Closing (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be title or interest in the form Shares, except rights expressly provided to the Seller under the terms of this Agreement and shall use the line items as set out in the Adjusted Net Working Capital Statement, (vii) an estimate of the Employee Adjustment Amount as of the Closing (the “Estimated Employee Adjustment Amount”) and (viii) the Estimated Purchase Priceany Ancillary Documents. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:

Estimated Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.3.2(b), at least No later than three (3) Business Days prior to the Closing, Seller shall (or shall cause the Company to) deliver to Parent a good faith calculation of the Purchase Price based upon (i) the Enterprise Value and the unpaid portion of the Seller Insurance Payment and (ii) Seller’s good faith estimate of (A) the Net Working Capital Adjustment (which may be a negative number), (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing DateDate Funded Indebtedness, (D) the amount of Seller Expenses and (E) the Rollover Amount (such calculation of the Purchase Price, the Main Sellers “Estimated Purchase Price”), which shall deliver to the Purchaser a statement prepared include supporting documentation. The Buyer and Seller shall negotiate in good faith to come to an agreement as to the calculation of the Estimated Purchase Price prior to the Closing; provided, if Buyer and Seller are unable to come to such an agreement prior to the Closing, (x) if the difference between the Buyer’s proposed Net Working Capital Adjustment and the Seller’s proposed Net Working Capital Adjustment is less than or equal to $1,000,000, then the Buyer’s proposed Net Working Capital Adjustment figure shall be used for the purposes of calculating the Estimated Purchase Price, or (y) if such difference is greater than $1,000,000, then the Net Working Capital Adjustment figure used for the purposes of calculating the Estimated Purchase Price shall be zero (0). At the Closing, Parent and Buyer shall pay, or shall cause to be paid, in cash by wire transfer of immediately available funds, the Estimated Purchase Price as follows: (i) the Adjustment Escrow Amount shall be deposited into the applicable escrow account established pursuant to (and the Adjustment Escrow Amount shall be held by the Escrow Agent in accordance with the Calculation Principles terms of) an escrow agreement (in all cases without double-counting of Cure Coststhe “Escrow Agreement”), which Escrow Agreement shall be (A) and the terms hereof setting forth (i) the estimated Net Inventory Value entered into as of the Closing by and among Seller, Parent and the Escrow Agent and (B) substantially in the “Estimated Net Inventory Value”), form of Exhibit B attached hereto; (ii) the estimated amount of Indemnification Escrow Amount shall be deposited into the CIP Receivables applicable escrow account established pursuant to (and the Indemnification Escrow Amount as of shall be held by the Closing (Escrow Agent in accordance with the “Estimated CIP Receivables Amount”), terms of) Escrow Agreement; and (iii) the estimated Contractual Liabilities Amount as of the Closing to Seller, an amount equal to (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (vii) an estimate of the Employee Adjustment Amount as of the Closing (the “Estimated Employee Adjustment Amount”) and (viiiA) the Estimated Purchase Price, minus (B) the Adjusted Escrow Amount, minus (C) the Indemnification Escrow Amount, to an account specified by Seller at least one (1) day prior to Closing. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:

Estimated Purchase Price. No later than two (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.3.2(b), at least three (32) Business Days prior to the Closing DateClosing, the Main Sellers Seller shall deliver to the Purchaser Buyer a statement prepared in good faith calculation of the Estimated Purchase Price (the “Estimated Purchase Price Calculation”). In determining the Estimated Purchase Price, the Company shall use the Enterprise Value and set forth good faith estimates of the (i) Closing Date Indebtedness, (ii) Cash and Cash Equivalents, (iii) Unpaid Seller Expenses, (iv) Net Working Capital (and the related Net Working Capital Adjustment, if any), and (v) the Other Liabilities and, in each case, the components thereof and in a manner consistent with the definitions thereof. Seller agrees to prepare the Estimated Purchase Price Calculation in a manner consistent with the Accounting Principles, and Seller shall not make any changes to the assumptions underlying the Accounting Principles. At the Closing, Buyer shall pay or cause to be paid, in cash by wire transfer of immediately available funds, the Estimated Purchase Price as follows: (i) (A) $1,278,750 of cash (such amount, the “Indemnity Escrow Amount”) shall be deposited into an escrow account (the “Indemnity Escrow Account”) as security for Seller’s obligations pursuant to ARTICLE 9, and (B) $1,000,000 of cash (such amount, the “Adjustment Escrow Amount” and together with the Indemnity Escrow Amount, the “Escrow Amount”) shall be deposited into an escrow account (the “Adjustment Escrow Account”) as security for Seller’s obligations pursuant to Section 2.4(c)(ii), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, Buyer and CitiGroup, N.A. (the “Escrow Agent”) and (y) substantially in the form of Exhibit B attached hereto; (ii) on behalf of Seller and the Group Companies, (A) the portion of the Closing Date Indebtedness that is Funded Indebtedness and (B) the Seller Expenses that are included in the Estimated Purchase Price, each in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth (i) the estimated Net Inventory Value as of Debt Payoff Letters, invoices or other documents evidencing such amounts delivered to Buyer at least one Business Day prior to the Closing (the “Estimated Net Inventory Value”), (ii) the estimated amount of the CIP Receivables Amount as of the Closing (the “Estimated CIP Receivables Amount”), Date; and (iii) the estimated Contractual Liabilities Amount as of the Closing to Seller, an amount equal to (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (vii) an estimate of the Employee Adjustment Amount as of the Closing (the “Estimated Employee Adjustment Amount”) and (viiiA) the Estimated Purchase Price, minus (B) the Escrow Amount. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:

Estimated Purchase Price. Attached hereto as Exhibit C is a written statement (a) For purposes of determining the amount of cash to be paid as the “Estimated Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.3.2(bStatement”), at least three (3) Business Days prior to setting forth the Closing Date, the Main Sellers shall deliver to the Purchaser a statement prepared in Company’s good faith in accordance with the Calculation Principles (in all cases without double-counting estimates of Cure Costs) and the terms hereof setting forth (i) the estimated Net Inventory Value as of the Closing Working Capital (the “Estimated and corresponding Net Inventory Value”Working Capital Adjustment), (ii) the estimated amount of the CIP Receivables Amount as of the Closing (the “Estimated CIP Receivables Amount”)Cash, (iii) the estimated Contractual Liabilities Amount as amount of Closing Date Funded Indebtedness, (iv) the Closing amount of Unpaid Seller Expenses, (v) the amount of Reimbursed CapEx, and (vi) the Purchase Price based thereon (the “Estimated Contractual Liabilities AmountPurchase Price”). At the Closing, Buyer shall pay, or shall cause to be paid, in cash by wire transfer of immediately available funds, the following payments: (i) to the Escrow Agent, pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be entered into on the Closing Date among Seller, Buyer and PNC Bank, National Association (the “Escrow Agent”), $2,000,000 of cash (such amount, the “Adjustment Escrow Amount”) shall be deposited into an adjustment escrow account (the “Adjustment Escrow Account”); (ii) to each holder of Closing Date Funded Indebtedness, an amount equal to the applicable portion of the Closing Date Funded Indebtedness subject to such holder’s Payoff Letter, as specified in the Estimated Closing Statement; (iii) to each recipient of payment in respect of Unpaid Seller Expenses, an amount equal to the applicable portion of the Unpaid Seller Expenses subject to such holder’s Third-Party Advisor Invoice, as specified in the Estimated Closing Statement; and (iv) to Seller, an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (vii) an estimate of the Employee Adjustment Amount as of the Closing (the “Estimated Employee Adjustment Amount”) and (viii) amount equal to the Estimated Purchase Price, minus the Adjustment Escrow Amount. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:

Estimated Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser to the Sellers and the EMEA Sellers at the Closing pursuant to Section 2.3.2(b), at least three (3) Business Days prior to the Closing Date, the Main Sellers and the EMEA Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth forth: (i) the estimated Net amount of the Inventory Value as of the Closing Date (the “Estimated Net Inventory Value”), , (ii) the estimated amount of the CIP Receivables Amount as of the Closing Date (the “Estimated CIP Receivables Amount”), , (iii) the estimated Contractual Liabilities amount of the Prepaid Expenses Amount as of the Closing Date (the “Estimated Contractual Liabilities Prepaid Expenses Amount”), , (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate estimated amount of the Warranty Provision Amount as of the Closing Date (the “Estimated Warranty Provision Amount”), , (v) the estimated amount of the Employee Adjustment Amount as of the Closing Date (the “Estimated Employee Adjustment Amount”), (vi) an estimate the estimated amount of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, ), (vii) an estimate the estimated amount of the Employee Adjustment Amount as aggregate of the Closing all EMEA Upward Adjustments (the “Estimated Employee Adjustment AmountAggregate EMEA Upward Adjustment”) and ), (viii) the estimated amount of the aggregate of all EMEA Downward Adjustments (the “Estimated Aggregate EMEA Downward Adjustment”), (ix) the estimated amount of the aggregate of all Downward Adjustments (the “Estimated Aggregate Downward Adjustment”), and (x) the Estimated Purchase Price. (b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:

Estimated Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser (on its own behalf and as agent for the Designated Purchasers) to the Distribution Agent as agent for the Sellers and the EMEA Sellers at the Closing pursuant to Section 2.3.2(b2.3.2(a), at least three (3) Business Days prior to the Closing Date, the Main Sellers and the EMEA Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth (i) the estimated Closing Inventory Adjustment (the “Estimated Closing Inventory Adjustment”) together with the estimated Closing Date Inventory Schedule and calculations used to determine the Estimated Closing Inventory Adjustment, (ii) the estimated Companies Net Inventory Value Working Capital as of the Closing (the “Estimated Closing Companies Net Inventory ValueWorking Capital”), (iiiii) the estimated amount of Closing Accrued Vacation Amount (the CIP Receivables “Estimated Closing Accrued Vacation Amount”), (iv) the estimated Retirement Obligation Amount as of the Closing (the “Estimated CIP Receivables Closing Retirement Obligation Amount”), (iiiv) the estimated Contractual Liabilities Amount Net Debt Adjustment as of the Closing (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision AmountNet Debt Adjustment”), (vi) an estimate of the Adjusted Net Working Capital estimated Adjustment Payment (the “Estimated Adjusted Net Working CapitalAdjustment Payment”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement), (vii) an estimate of the Employee estimated EMEA Downward Adjustment Amount as of the Closing Date (the “Estimated Employee Closing EMEA Downward Adjustment”), (viii) the estimated EMEA Holiday Adjustment Amountas of the Closing Date (the “Estimated Closing EMEA Holiday Adjustment”) ), and (viiiix) the Estimated Purchase Price. (b) As used in this Agreement, “Estimated Purchase Price” means shall mean an amount equal to: