Common use of Pre-Closing Adjustments Clause in Contracts

Pre-Closing Adjustments. No later than three (3) Business Days prior to the Closing Date, the Company will prepare and deliver to the Purchaser a certificate (the “Pre-Closing Statement”) setting forth the Company’s good faith estimate (as of the Closing Date) of (A) the Indebtedness Payoff Amount to be paid pursuant to Section 1.3(b) (the “Estimated Indebtedness”), (B) the estimated aggregate amount of all Transaction Expenses to be paid pursuant to Section 1.3(c) (the “Estimated Transaction Expenses”), (C) the estimated Working Capital (the “Estimated Working Capital”), and (D) the Closing Payment Amount payable to the Paying Agent, for further payment to the Securityholders at the Closing pursuant to Section 1.3(a), based on, among other things, the foregoing clauses (A) through (C). The amount of Closing Payment Amount payable by the Purchaser on the Closing Date shall be based on the amounts set forth in such Pre-Closing Statement (the “Estimated Closing Purchase Amount”). Each of the foregoing calculations will be accompanied by reasonable supporting detail therefor. From and after the delivery of the Pre-Closing Statement, the Company will provide the Purchaser and its Representatives with reasonable access to the financial books and records and other information of the Company or that were used in the preparation of the Pre-Closing Statement that the Purchaser may reasonably request. In the event the Purchaser disagrees with any of the calculations set forth in the Pre-Closing Statement, including the Estimated Working Capital (or any of the components thereof), (y) the Purchaser will notify the Company in writing of such disagreement, setting forth the basis of such disagreement and (z) the Company will consider in good faith the Purchaser’s comments to the Pre-Closing Statement and/or any of the components thereof or calculations therein.

Pre-Closing Adjustments. No later than three two (32) Business Days prior to the Closing Date, the Company will Seller shall prepare and deliver to the Purchaser a certificate (the “Pre-Closing Statement”) setting forth the CompanySeller’s good faith estimate (as of the Closing Date) of (A) the Indebtedness Payoff Amount to be paid pursuant to Section 1.3(b) (the “Estimated IndebtednessIndebtedness Amount”), (B) the estimated aggregate amount of all Transaction Expenses Amount to be paid pursuant to Section 1.3(c) (the “Estimated Transaction ExpensesExpenses Amount”), (C) the estimated Closing Bonus Amount to be paid pursuant to Section 1.3(d) (the “Estimated Closing Bonus Amount”), (D) the Cash Amount (the “Estimated Cash Amount”), (E) the Estimated Cash Shortfall Amount, if applicable, (F) the Estimated Cash Surplus Amount, if applicable, (G) the Working Capital Amount (the “Estimated Working CapitalCapital Amount”), (H) the Estimated Working Capital Surplus Amount, if applicable, (I) the Estimated Working Capital Shortfall Amount, if applicable and (DJ) the Closing Payment Amount payable to the Paying Agent, for further payment to the Securityholders Seller at the Closing pursuant to Section 1.3(a), based on, among other things, the foregoing clauses (A) through (C). The amount of Closing Payment Amount payable by the Purchaser on the Closing Date shall be based on the amounts set forth in such Pre-Closing Statement (the “Estimated Closing Purchase Amount”). Each of the foregoing calculations will shall be accompanied by reasonable supporting detail therefor. From and after the delivery details for each of the Pre-Closing Statement, the Company will provide the Purchaser and its Representatives with reasonable access to the financial books and records and other information of the Company or that were used amounts specified in the preparation of the Pre-Closing Statement that the Purchaser may reasonably request. In the event the Purchaser disagrees with any of the calculations set forth in the Pre-Closing Statementimmediately preceding sentence, including the Estimated Working Capital (or any of the components thereof), (y) the Purchaser will notify the Company in writing of such disagreement, and a funds flow statement setting forth the basis payees of all amounts required to be paid by the Purchaser at Closing pursuant to Sections 1.3, together with wire instructions for each such disagreement and payee (z) such funds flow statement is referred to as the Company will “Funds Flow”). The Seller shall consider in good faith the Purchaser’s any comments to the Pre-Closing Statement and/or any provided by Purchaser or Seller, including with respect to the calculations of the components thereof or calculations amounts set forth therein; provided, however, in no event shall the Closing be delayed as a result of any disagreement between the Seller and the Purchaser with respect to the Pre-Closing Statement.

Pre-Closing Adjustments. No later than three (3) Business Days prior to the Closing Date, the Company Seller will prepare and deliver to the Purchaser a certificate (the “Pre-Closing Statement”) signed by a Representative of the Seller setting forth the CompanySeller’s good faith estimate (as of the Closing Date) of (A) the Indebtedness Payoff Amount to be paid pursuant to Section 1.3(b) (the “Estimated Indebtedness”), (B) the estimated aggregate amount of all Transaction Expenses to be paid pursuant to Section 1.3(c) (the “Estimated Transaction Expenses”), (C) the estimated Working Capital (the “Estimated Working Capital”), (D) the estimated amount of Cash (the “Estimated Cash Amount”), and (DE) the Closing Payment Amount payable to the Paying Agent, for further payment to the Securityholders Seller at the Closing pursuant to Section 1.3(a), based on, among other things, the foregoing clauses (A) through (C). The amount of Closing Payment Amount payable by the Purchaser on the Closing Date shall be based on the amounts set forth in such Pre-Closing Statement (the “Estimated Closing Purchase Amount”D). Each of the foregoing calculations will be accompanied by reasonable supporting detail therefor. From and after the delivery of the Pre-Closing Statement, the Company Seller will provide the Purchaser and its Representatives with reasonable access to the financial books and records and other information of the Company or that were used in the preparation of the Pre-Closing Statement that the Purchaser may reasonably request. In the event the Purchaser disagrees with any of the calculations set forth in the Pre-Closing Statement, including the Estimated Working Capital (or any of the components thereof), (y) the Purchaser will notify the Company Seller in writing of such disagreement, setting forth the basis of such disagreement and (z) the Company Seller will consider in good faith the Purchaser’s comments to the Pre-Closing Statement and/or any of the components thereof or calculations therein.

Pre-Closing Adjustments. No later than (a) At least three (3) Business Days prior to the Closing Date, the Company will Seller shall prepare and deliver to the Purchaser a certificate (the “Pre-Closing StatementEstimated Certificate”) setting forth the CompanySeller’s good faith estimate estimates, calculated (to the extent applicable) in accordance with GAAP (as adjusted to reflect indebtedness for non-competition payments included in current maturities of long-term liabilities and long-term other liabilities) as applied by the Company for the past three (3) years, of (i) the Closing Date) of Working Capital (A) the Indebtedness Payoff Amount to be paid pursuant to Section 1.3(b) (the “Estimated IndebtednessNet Working Capital”), (Bii) the estimated aggregate amount of all Funded Debt (“Estimated Funded Debt”), and (iii) Transaction Expenses to be paid pursuant to Section 1.3(c) (the “Estimated Transaction Expenses”). The Estimated Certificate shall include (x) supporting detail for all such amounts and (y) an estimated consolidated balance sheet of the Company and the Wholly Owned Subsidiaries (with an appropriate line-item entry for Victory Propane) as of the Determination Time (without giving effect to the transactions contemplated herein). Following delivery of the Estimated Certificate, (C) Seller will provide Purchaser reasonable access at reasonable times to the estimated personnel, properties, books and records of the Company, for the purpose of assisting the Purchaser in its review of the Estimated Certificate. Prior to the Closing, Seller shall, and shall cause its Affiliates to, reasonably cooperate in good faith to answer any questions raised by Purchaser in connection with its review of the Estimated Certificate in a timely manner. At the Closing, the Base Consideration shall be increased by the amount by which Estimated Net Working Capital (exceeds the “Target Net Working Capital or decreased by the amount by which the Estimated Net Working Capital is less than the Target Net Working Capital”), and (D) as the Closing Payment Amount payable to the Paying Agent, for further payment to the Securityholders at the Closing pursuant to Section 1.3(a), based on, among other things, the foregoing clauses (A) through (C)case may be. The amount of Closing Payment Amount payable by the Purchaser on the Closing Date shall be based on the amounts set forth in Base Consideration, following such Pre-Closing Statement (adjustment, is referred to herein as the “Estimated Closing Purchase AmountConsideration”). Each of the foregoing calculations will be accompanied by reasonable supporting detail therefor. From , and after the delivery of the Pre-Closing Statement, the Company will provide the Purchaser and its Representatives with reasonable access to the financial books and records and other information of the Company or that were used in the preparation of the Pre-Closing Statement that the Purchaser may reasonably request. In the event the Purchaser disagrees with any of the calculations set forth in the Pre-Closing Statement, including the Estimated Working Capital (or any of the components thereofClosing Consideration shall be disbursed by Purchaser in accordance with Section 2.2(b), (y) the Purchaser will notify the Company in writing of such disagreement, setting forth the basis of such disagreement and (z) the Company will consider in good faith the Purchaser’s comments to the Pre-Closing Statement and/or any of the components thereof or calculations therein.