Common use of Estimated Regulatory and Net Working Capital Clause in Contracts

Estimated Regulatory and Net Working Capital. Not later than the fifth (5th) Business Day prior to the Closing Date, the Sellers shall deliver to Apollo a written statement (the “Estimated Closing Statement”) setting forth, with reasonable supporting detail a good faith estimate of (i) the Closing Regulatory Capital (prepared in accordance with the definitions and principles of the SEC Uniform Net Capital Rule 15c3-1) (the “Estimated Closing Regulatory Capital”) and (ii) the Closing Net Working Capital (prepared in accordance with the Accounting Principles) (the “Estimated Closing Net Working Capital”), in each case, for the avoidance of doubt, after giving effect to the Pre-Closing Restructuring Transactions. A sample calculation of the Closing Regulatory Capital and Closing Net Working Capital is attached as Schedule A. In the event that Apollo objects to or disputes the Estimated Closing Statement, the Estimated Closing Regulatory Capital or the Estimated Net Working Capital (in each case, in whole or in part), the Sellers and Apollo will each make a good faith effort to resolve such objections or disputes; provided that if any such objections or disputes are not resolved by the second (2nd) Business Day immediately prior to the Closing Date, the Estimated Closing Regulatory Capital and/or Estimated Closing Net Working Capital, as applicable, will be adjusted (x) to reflect the resolution of any such objections and disputes that have been resolved and (y) such that the amounts included for any remaining disputed items shall represent the mid-point between the positions taken by the Sellers, on the one hand, and Apollo, on the other.