Common use of Estimated Statement Clause in Contracts

Estimated Statement. No earlier than fifteen (15) Business Days and no later than ten (10) Business Days prior to the anticipated Spinco Distribution Date, Remainco shall prepare and deliver to Spinco and RMT Partner a written statement (the “Estimated Statement”) setting forth in reasonable detail Remainco’s good faith estimates of the amounts of (i) Net Working Capital (“Estimated Net Working Capital”), (ii) Spinco Indebtedness (“Estimated Spinco Indebtedness”), (iii) the Spinco Expense Reimbursement (“Estimated Spinco Expense Reimbursement”), (iv) the Spinco Special Cash Payment, (v) the Spinco Business Expenditure Amount (“Estimated Spinco Business Expenditure Amount”), (vi) the Spinco Business Asset Conversion Amount (“Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if an RMT Partner Special Election is made by RMT Partner pursuant to Section 8.19(k) of the Merger Agreement, the Excess Tax Liability Amount (“Estimated Excess Tax Liability Amount”) and (ix) the Final Closing Reduction Amount (“Estimated Final Closing Reduction Amount”). Remainco will reasonably cooperate with Spinco and RMT Partner and their representatives in connection with their review of the Estimated Statement, including by (x) providing information reasonably necessary or useful in connection with their review of the Estimated Statement as reasonably requested by Spinco or RMT Partner, (y) reasonably considering in good faith any revisions to the Estimated Statement proposed by Spinco or RMT Partner and (z) revising the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco Distribution. The Estimated Statement shall be prepared in accordance with the Accounting Principles and substantially in the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expert, if applicable) different accounting methodologies, practices, estimation techniques, assumptions or principles to the preparation of the Estimated Statement or the Closing Statement from those set forth in the Accounting Principles (to the extent applicable).

Estimated Statement. No earlier than fifteen (15) Business Days and no later than ten (10) At least three Business Days prior to the anticipated Spinco Distribution Closing Date, Remainco the Company shall prepare and deliver to Spinco Buyer and RMT Partner the Paying Agent a written reasonably detailed statement (the “Estimated Statement”) setting forth in reasonable detail Remaincoform and substance reasonably acceptable to Buyer containing: (i) the Company’s good faith estimates of estimate of: (A) the amounts of (i) Net Working Capital as of immediately prior to the Closing (the “Estimated Net Working Capital”), (iiB) Spinco the aggregate amount of Indebtedness of the Acquired Companies as of immediately prior to the Closing (the “Estimated Spinco Indebtedness”), (iiiC) the Spinco Expense Reimbursement aggregate amount of Transaction Expenses (the “Estimated Spinco Expense ReimbursementTransaction Expenses”), (ivD) the Spinco Special Cash Payment, as of immediately prior to Closing (v) the Spinco Business Expenditure Amount (“Estimated Spinco Business Expenditure AmountCash”), (viE) the Spinco Business Asset Conversion Amount Company Taxes Payable (the “Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if an RMT Partner Special Election is made by RMT Partner pursuant to Section 8.19(k) of the Merger Agreement, the Excess Tax Liability Amount (“Estimated Excess Tax Liability AmountCompany Taxes Payable”) and (ixF) the Final Closing Reduction Amount (“Estimated Final Closing Reduction Amount”). Remainco will reasonably cooperate with Spinco and RMT Partner and their representatives in connection with their review Company’s calculation of the Estimated StatementInitial Merger Consideration, including by in each case, prepared in accordance with GAAP, the accounting policies, principles and procedures set forth on Exhibit G (xthe “Accounting Principles”) providing information reasonably necessary or useful and the definitions set forth in connection this Agreement (with their review the terms of the Estimated Statement as reasonably requested by Spinco or RMT Partner, Accounting Principles and this Agreement taking precedence if they are not in accordance with GAAP); and (yii) reasonably considering in good faith any revisions to the Estimated Statement proposed by Spinco or RMT Partner and (z) revising the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco DistributionPayout Spreadsheet. The Estimated Statement and Payout Spreadsheet shall be prepared in accordance with based upon the Accounting Principles records of the Company and substantially in other information then available and the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expert, if applicable) different accounting methodologies, practices, estimation techniques, assumptions or principles Company shall provide Buyer and its representatives reasonable access during normal business hours and upon reasonable notice to the preparation records of the Company and such information used to prepare the Estimated Statement and Payout Spreadsheet and its personnel to allow Buyer to verify the Estimated Statement and Payout Spreadsheet. Each of the Company, Representative (on behalf of the Effective Time Holders), Buyer and Merger Sub acknowledge and agree that each of them and the Paying Agent will have the right to rely on the Payout Spreadsheet as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer, Merger Sub and the Company at the Closing. None of Buyer, Merger Sub, the Paying Agent or the Closing Statement from those set forth in the Accounting Principles (Surviving Corporation will have any Liability with respect to the extent applicable)allocation of proceeds among the Effective Time Holders resulting from any payments made to such Persons pursuant to the Payout Spreadsheet. The Effective Time Holders, by approving this Agreement, irrevocably on behalf of all holders of Company Stock or Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Representative, Buyer, the Surviving Corporation, the Paying Agent and the other holders of Company Stock and Company Options to ensure that each such Person receives its respective portion of any Merger Consideration that it is entitled to receive pursuant to the terms of this Agreement.

Estimated Statement. No earlier than fifteen At least twenty (1520) Business Days calendar days prior to the Closing Date, Sellers shall prepare and no later than ten deliver, or cause to be prepared and delivered, to Buyers a preliminary statement (10the “Preliminary Statement”) reflecting the items to be included in the Estimated Statement (as defined below). Following delivery of the Preliminary Statement, Buyers and their representatives shall have the right to review and comment upon such information. Sellers shall consider in good faith any such input of Buyers and their representatives and shall inform Buyers of any material adjustments to be reflected on the Estimated Statement that were not shown on the Preliminary Statement. At least five (5) Business Days prior to the anticipated Spinco Distribution Closing Date, Remainco Sellers shall prepare and deliver to Spinco and RMT Partner a written statement (the “Estimated Statement”) setting forth in reasonable detail Remainco’s Sellers’ good faith estimates of the amounts of estimate of: (i) the Proportionally Consolidated Group Net Working Capital as of the Effective Time (the “Estimated Net Closing Proportionally Consolidated Group Working Capital”), ; (ii) Spinco Indebtedness the Proportionally Consolidated Group Debt outstanding as of the Effective Time (the “Estimated Spinco IndebtednessClosing Proportionally Consolidated Group Debt”), ; (iii) the Spinco Expense Reimbursement Excess Cash Adjustment (the “Estimated Spinco Expense ReimbursementExcess Cash Adjustment”), ; (iv) the Spinco Special Cash Payment, Agua Cxxxx Debt outstanding as of the Effective Time (the “Estimated Agua Cxxxx Debt”); (v) the Spinco Business Expenditure Agua Cxxxx Contribution Amount as of the Effective Time (the “Estimated Spinco Business Expenditure Agua Cxxxx Contribution Amount”), ; and (vi) the Spinco Business Asset Conversion Amount (“Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if an RMT Partner Special Election is made by RMT Partner Initial Purchase Price calculated therefrom. The statements provided pursuant to this Section 8.19(k2.3(a) of shall be calculated in the Merger Agreement, the Excess Tax Liability Amount (“Estimated Excess Tax Liability Amount”manner set out in Schedule 2.3(a) and (ix) the Final Closing Reduction Amount (“Estimated Final Closing Reduction Amount”). Remainco will reasonably cooperate with Spinco and RMT Partner and their representatives in connection with their review of the Estimated Statement, including by (x) providing information reasonably necessary or useful in connection with their review of the Estimated Statement as reasonably requested by Spinco or RMT Partner, (y) reasonably considering in good faith any revisions to the Estimated Statement proposed by Spinco or RMT Partner and (z) revising the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco Distribution. The Estimated Statement shall be prepared in accordance with the Closing Accounting Principles and substantially in the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expert, if applicable) different accounting methodologies, practices, estimation techniques, assumptions or principles to the preparation of the Estimated Statement or the Closing Statement from those set forth in the Accounting Principles (to the extent applicable)Policies.

Estimated Statement. No earlier than fifteen Schedule 2.5(a) sets forth an example calculation of Working Capital as of April 30, 2014, including the components thereof, assuming the Closing occurred on such date and assuming the unaudited consolidated financial statements of RSP and RSP-TW as of April 30, 2014 delivered to Purchaser Parent before the date hereof have been prepared in accordance with Japanese GAAP and are accurate in all respects. The Parties have contemplated that RSP and RSP-TW will have (15on a consolidated basis) Business Days (X) Working Capital as of the Closing (the “Closing Working Capital”), as calculated in accordance with this Agreement and no later than ten on a basis consistent with Schedule 2.5(a), of JPY3,576,000,000 (10the “Working Capital Target”), (Y) a Closing Cash Balance in an amount equal to the Cash Target, and (Z) Closing Backlog in an amount equal to the Backlog Target. At least five Business Days prior to the anticipated Spinco Distribution DateClosing, Remainco shall prepare and RSP will deliver to Spinco and RMT Partner Purchaser Parent (i) a written statement (the “Estimated Statement”) setting forth in reasonable detail Remainco’s the Sellers’ good faith final estimates of the amounts of (i) Net the Closing Working Capital (such estimate, the “Estimated Net Working Capital”), the Closing Cash Balance (such estimate, the “Estimated Closing Cash Balance”), the Closing Third Party Expenses, which will be reasonably detailed, include wire instructions and be separated by service provider (such estimate, the “Estimated Third Party Expenses”), the Closing Company Indebtedness, which will be reasonably detailed, include wire instructions and be separated by lender (such estimate, the “Estimated Company Indebtedness”), the Closing Backlog (such estimate, the “Estimated Closing Backlog”) and the Closing Backlog Adjustment calculated in respect of the Estimated Closing Backlog (the “Estimated Closing Backlog Adjustment”), (ii) Spinco Indebtedness (a final estimated unaudited consolidated balance sheet as of the Closing Date of RSP and RSP-TW prepared in accordance with Japanese GAAP and in a manner consistent with the unaudited consolidated financial statements of RSP and RSP-TW as of April 30, 2014 delivered to Purchaser Parent before the date hereof ( the “Estimated Spinco IndebtednessClosing Balance Sheet”), and (iii) a final unaudited consolidated balance sheet of RSP and RSP-TW as of, and statements of operations and statements of cash flows for the Spinco Expense Reimbursement fiscal year to, the last day of the month immediately preceding the fifth day before the Closing Date prepared in accordance with Japanese GAAP and in a manner consistent with the unaudited consolidated financial statements of RSP and RSP-TW as of April 30, 2014 delivered to Purchaser Parent before the date hereof (the “Estimated Spinco Expense ReimbursementMonth End Financials”), (iv) the Spinco Special Cash Paymenttogether with such schedules and data as may be appropriate to support such Estimated Statement, (v) the Spinco Business Expenditure Amount (“Closing Balance Sheet and Month End Financials. The Estimated Spinco Business Expenditure Amount”)Statement, (vi) the Spinco Business Asset Conversion Amount (“Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if Closing Balance Sheet and Month End Financials will be signed by an RMT Partner Special Election is made by RMT Partner pursuant to Section 8.19(k) Executive Vice President of RSP. Following delivery of the Merger Estimated Statement and Closing Balance Sheet, the Seller Parties will (and will cause RSP and RSP-TW to) provide Purchaser Parent and its Representatives with reasonable access to the officers, books and records of RSP and RSP-TW and the independent auditors of RSP and RSP-TW, to verify the accuracy of such amounts in accordance with this Agreement, all to the Excess Tax Liability Amount (“extent deemed reasonably necessary by Purchaser Parent. In the event that Purchaser Parent does not agree with the Sellers’ calculations of the Estimated Excess Tax Liability Amount”) Working Capital, the Estimated Closing Cash Balance, Estimated Third Party Expenses, Estimated Company Indebtedness, Estimated Closing Backlog and (ix) Estimated Closing Backlog Adjustment, or the Final Closing Reduction Amount (“Estimated Final Closing Reduction Amount”). Remainco Balance Sheet, the Seller Representative and Purchaser Parent will negotiate in good faith to mutually agree on acceptable estimates, and the Seller Representative will consider in good faith, but in its sole discretion, any proposed comments or changes that Purchaser Parent may reasonably cooperate with Spinco and RMT Partner and their representatives in connection with their review suggest; provided, however, that the Seller Representative’s failure to include any changes proposed by Purchaser Parent, or the acceptance by Purchaser Parent of the Estimated Statement, including the Closing Balance Sheet, the Estimated Closing Cash Balance, the Estimated Third Party Expenses, the Estimated Company Indebtedness, the Estimated Closing Backlog, or the Estimated Closing Backlog Adjustment, does not constitute an acknowledgment by (x) providing information reasonably necessary or useful in connection with their review Purchasers of the Estimated Statement as reasonably requested by Spinco or RMT Partner, (y) reasonably considering in good faith any revisions to the Estimated Statement proposed by Spinco or RMT Partner and (z) revising the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco Distribution. The Estimated Statement shall be prepared in accordance with the Accounting Principles and substantially in the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expert, if applicable) different accounting methodologies, practices, estimation techniques, assumptions or principles to the preparation accuracy of the Estimated Statement or Closing Balance Sheet, and will not limit or otherwise affect Purchasers’ remedies under this Agreement, including Purchasers’ right to include such changes or other changes in the Closing Statement from those set forth in the Accounting Principles (to the extent applicable)Statement.

Estimated Statement. The parties contemplate that the Company will have Working Capital as of the Closing (the “Closing Working Capital”), as calculated in accordance with this Agreement and in accordance with and as set forth on the Form Working Capital Statement attached hereto as Schedule 1.4 of $2,875,000 (the “Working Capital Target”). No earlier less than fifteen (15) Business Days and no later than ten (10) two Business Days prior to the anticipated Spinco Distribution DateClosing, Remainco the Company shall prepare and deliver to Spinco and RMT Partner Buyer (1) a written statement (the “Estimated Statement”) setting forth in reasonable detail Remainco(A) the Company’s good faith estimates estimate of the amounts amount of (i) Net the Closing Working Capital (the “Estimated Net Working Capital”), (iiB) Spinco Indebtedness the Company’s good faith estimate, reasonably detailed, including wire instructions and separated by service provider, of Third Party Expenses of the Company through the Closing (“Estimated Spinco IndebtednessThird Party Expenses”), (iiiC) the Spinco Expense Reimbursement Company’s good faith estimate of the amount of the Closing Cash (the “Estimated Spinco Expense ReimbursementCash”), and (ivD) the Spinco Special Cash Payment, Company’s good faith estimate of the amount of the Sales Tax Liability (v) the Spinco Business Expenditure Amount (“Estimated Spinco Business Expenditure Amount”), (vi) the Spinco Business Asset Conversion Amount (“Estimated Spinco Business Asset Conversion Amount”), (vii) the Additional Bridge Funding Sales Tax Sharing Amount (“Estimated Additional Bridge Funding Tax Sharing Amount”), (viii) if an RMT Partner Special Election is made by RMT Partner pursuant to Section 8.19(k) of the Merger Agreement, the Excess Tax Liability Amount (“Estimated Excess Tax Liability AmountLiability”) and (ix2) a final estimated unaudited consolidated balance sheet as of the Final Closing Reduction Amount Date of the Company prepared in accordance with GAAP and in a manner consistent with the Interim Balance Sheet (the “Estimated Final Closing Reduction AmountBalance Sheet”), together with such schedules and data as may be appropriate to support such Estimated Statement and Closing Balance Sheet. Remainco will An authorized officer of the Company shall certify the Estimated Statement and the Closing Balance Sheet. Following delivery of the Estimated Statement and Closing Balance Sheet, the Company shall provide Buyer and its representatives with reasonable access to the officers, books and records of the Company and the independent auditors of the Company, to verify the accuracy of such amounts in accordance with this Agreement, all to the extent deemed reasonably cooperate necessary by Buyer. If Buyer does not agree with Spinco the Company’s calculations of the Estimated Working Capital, Estimated Third Party Expenses, Estimated Cash, Estimated Sales Tax Liability or the Closing Balance Sheet, the Company and RMT Partner Buyer shall negotiate in good faith to mutually agree on acceptable estimates, and their representatives the Company shall consider in connection with their review good faith any proposed comments or changes that Buyer may reasonably suggest. The Company’s failure to include any changes proposed by Buyer, or the acceptance by Buyer of the Estimated Statement, including does not constitute an acknowledgment by (x) providing information reasonably necessary or useful in connection with their review Buyer of the accuracy of the Estimated Statement as reasonably requested and will not limit or otherwise affect Buyer’s remedies under this Agreement, including Buyer’s right to include such changes or other changes in the Closing Statement. The “Positive Working Capital Adjustment,” means the amount, if any, by Spinco or RMT Partner, (y) reasonably considering in good faith any revisions to which the Estimated Statement proposed by Spinco or RMT Partner and (z) revising Working Capital is greater than the Estimated Statement to reflect any changes mutually agreed by Remainco, Spinco and RMT Partner at least one (1) Business Day prior to the Spinco DistributionWorking Capital Target. The Estimated Statement shall be prepared in accordance with “Negative Working Capital Adjustment,” means the Accounting Principles and substantially in the format set forth in the form thereof included with the Accounting Principles. The process described in this Section 1.3 is not intended to permit the introduction of (including by the Accounting Expertamount, if applicable) different accounting methodologiesany, practices, estimation techniques, assumptions or principles to by which Estimated Working Capital is less than the preparation of the Estimated Statement or the Closing Statement from those set forth in the Accounting Principles (to the extent applicable)Working Capital Target.