Common use of Pre-Closing Deliverables Clause in Contracts

Pre-Closing Deliverables. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative shall deliver to Purchaser (i) the Payment Schedule, (ii) a statement (the “Estimated Closing Statement”) setting forth the Company’s calculation of its good faith estimates of (A) the amount of Closing Cash (the “Estimated Cash”), (B) the amount of Closing Net Working Capital (the “Estimated Net Working Capital”), (C) the amount of Closing Indebtedness (the “Estimated Indebtedness”), and (D) a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses Schedule”), together in each case of the foregoing (A) through (D) with reasonably detailed supporting information, and (iii) the resulting good faith calculation of the Closing Date Merger Consideration. The Estimated Closing Statement shall be calculated in accordance with this Agreement, including, in the case of Estimated Cash and Estimated Net Working Capital, the Accounting Principles. Each of the Company and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access to the working papers reasonably relating to the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and such other related book and records reasonably relating to the Estimated Closing Statement and, as applicable, make its representatives reasonably available to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section ‎1.04(a), the Estimated Closing Statement and the Payment Schedule; provided, that such access to representatives shall occur during normal business hours, with reasonable notice, and in a manner that does not unreasonably interfere with the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) reasonably cooperate with Purchaser in its review of the Estimated Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statement. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement and shall consider in good faith any appropriate changes thereto prior to the Closing and to the extent the Company deems it reasonably appropriate, revise the Estimated Closing Statement to reflect such comments. (b) (i) It is expressly acknowledged and agreed that Purchaser, the Escrow Agent, the Exchange Agent and their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) shall be entitled to rely on the Payment Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith; and (ii) in no event shall Purchaser, the Escrow Agent, the Exchange Agent or any of their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) have any liability to any Person (including the Securityholder Representative and each of the Sellers) in connection with any claims of any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Payment Schedule and the allocation set forth therein or payments made by any Person (including Purchaser, any Acquired Company, the Escrow Agent, the Exchange Agent and their respective Affiliates) in accordance therewith. (c) No later than five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative shall deliver to Purchaser one or more customary payoff letters (the “Payoff Letters”), with respect to any Indebtedness outstanding as of immediately prior to the Closing under the Contracts of the type described in clause (i), (ii) or (viii) of the definition of “Indebtedness” (the “Payoff Indebtedness”), to be provided by the applicable creditor(s) (or the administrative agent or similar representative on behalf thereof, if applicable), in respect thereof, each of which either (A) is substantially in the form attached hereto as Exhibit J, or (B) sets forth the aggregate amount arising under or owing or payable thereunder and in connection therewith at the Closing (such amount, the “Debt Payoff Amount”), acknowledges and agrees that, upon payment of such aggregate amounts on the Closing Date, the Acquired Companies shall have paid in full all amounts arising under or owing or payable thereunder and in connection therewith, and, if applicable, that all Liens, guarantees and similar credit support related to such Payoff Indebtedness shall be automatically released and, if applicable, includes customary lender undertakings to promptly prepare and file with the appropriate Governmental Authority such instruments as may be required to effect or evidence such release or shall include authorization for the Company or another party designated by the Company to prepare and file any such instruments.

Pre-Closing Deliverables. Not later than ten (a) Not less than five (510) Business Days prior to the anticipated Closing DateClosing, the Securityholder Representative Company shall prepare and deliver to Purchaser Parent: (a) (i) an estimated or preliminary unaudited consolidated balance sheet of the Payment ScheduleCompany as of December 31, 2017 (the “Preliminary Closing Balance Sheet”) and (ii) a statement (the “Estimated Preliminary Closing Book Value Statement”) setting forth the Company’s a calculation of its good faith estimates of the estimated or preliminary Closing Book Value (the “Preliminary Closing Book Value”) and the amount, if any, by which the Preliminary Closing Book Value is less than or greater than the Estimated Book Value. The Preliminary Closing Balance Sheet and the Preliminary Closing Book Value Statement shall be prepared (A) in accordance with the amount of Closing Cash (Balance Sheet Methods and in the “Estimated Cash”)same form as the Reference Balance Sheet, (B) if the amount Closing occurs prior to December 31, 2017, using (x) the most recent available monthly balance sheet of the Company and its Subsidiaries on a consolidated basis and (y) the planned operations of the Company and its Subsidiaries as set forth on Schedule 3.03(a) hereto with respect to the period from the Closing Net Working Capital Date through December 31, 2017 (the “Estimated Net Working CapitalPost-Closing Planned Operations”) and (C) if the Closing occurs following December 31, 2017, using the balance sheet of the Company and its Subsidiaries on a consolidated basis as of December 31, 2017. Parent may provide comments, solely on the basis set forth in the second sentence of Section 3.07(b)(iv), on the Preliminary Closing Balance Sheet or the Preliminary Closing Book Value Statement delivered by the Company to Parent by providing written notice of such comments within three (3) Business Days following receipt of the Preliminary Closing Balance Sheet and Preliminary Closing Book Value Statement. If Parent delivers written notice of such comments to the Company, the Company and Parent shall, for a period of four (4) Business Days following delivery of such comments, Parent and the Company shall negotiate in good faith and the Company shall, in good faith, consider the reasonable comments of Parent. Within two (2) Business Days following such negotiation period, the Company shall notify Parent in writing of any changes to the Preliminary Closing Balance Sheet or Preliminary Closing Book Value Statement by providing revised versions thereof, and upon receipt of such notice from the Company, Parent shall notify the Company in writing if Parent still in good faith objects to any contents of the Preliminary Closing Balance Sheet or Preliminary Closing Book Value Statement (any such objections, the “Pre-Closing Book Value Objections”), it being understood that such objection by Parent shall not delay or impair the Closing but shall be taken into account solely for purposes of determining the Requisite Escrow Value. For the avoidance of doubt, in no event shall the foregoing delay and impair the Closing; (C) the amount of Closing Indebtedness (the “Estimated Indebtedness”), and (Db) a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense statement (the “Transaction Expenses ScheduleExpense Statement”), together in each case ) signed by an officer of the foregoing Company certifying and setting forth (Ai) through the aggregate amount of unpaid Transaction Expenses known at such time, (Dii) with reasonably detailed supporting information, the aggregate amount of Transaction Expenses paid by or on behalf of the Company known at such time and (iii) the resulting good faith calculation an itemized list of each such Transaction Expense with a description of the Closing Date Merger Consideration. The Estimated Closing Statement shall be calculated in accordance with this Agreement, includingnature of such expense and, in the case of Estimated Cash and Estimated Net Working Capitalthe unpaid Transaction Expenses, the Accounting Principles. Each of the Company Person (and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (Ibank account of such Person) provide Purchaser with reasonable access to the working papers reasonably relating to the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and whom such other related book and records reasonably relating to the Estimated Closing Statement and, as applicable, make its representatives reasonably available to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section ‎1.04(a), the Estimated Closing Statement and the Payment Schedule; provided, that such access to representatives shall occur during normal business hours, with reasonable notice, and in a manner that does not unreasonably interfere with the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) reasonably cooperate with Purchaser in its review of the Estimated Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statementexpense is owed. The Company shall review cause each of Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Evercore Group L.L.C. (A) to deliver statements of their final invoices reflecting all amounts due and payable to them by the Company or any comments proposed by Purchaser of its Subsidiaries with respect to this Agreement and the transactions contemplated hereby for all periods ending on or before the Closing Date and (B) to acknowledge and agree that the Company and its Subsidiaries shall not owe any other amounts to Skadden, Arps, Slate, Xxxxxxx & Xxxx LLP and Evercore Group L.L.C. with respect to the Estimated Closing Statement and shall consider matters described in good faith any appropriate changes thereto prior to the Closing and to the extent the Company deems it reasonably appropriate, revise the Estimated Closing Statement to reflect such comments. clause (b) (i) It is expressly acknowledged and agreed that Purchaser, the Escrow Agent, the Exchange Agent and their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) shall be entitled to rely on the Payment Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewithA); and (ii) in no event shall Purchaser, the Escrow Agent, the Exchange Agent or any of their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) have any liability to any Person (including the Securityholder Representative and each of the Sellers) in connection with any claims of any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Payment Schedule and the allocation set forth therein or payments made by any Person (including Purchaser, any Acquired Company, the Escrow Agent, the Exchange Agent and their respective Affiliates) in accordance therewith.and (c) No later than five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative shall deliver to Purchaser one or more customary payoff letters (the “Payoff Letters”), with respect to any Indebtedness outstanding as of immediately prior to the Closing under the Contracts of the type described in clause (i), (ii) or (viii) of the definition of “Indebtedness” (the “Payoff Indebtedness”), to be provided by the applicable creditor(s) (or the administrative agent or similar representative on behalf thereof, if applicable), in respect thereof, each of which either (A) is a schedule substantially in the form attached hereto as Exhibit JD (the “Stockholder Payment Schedule”) signed by an officer of the Company certifying (based, or where applicable, on the amounts set forth in the Transaction Expense Statement) the following: (A) the Closing Date Merger Consideration, (B) sets forth the Chairman Stipulated Incentive, (C) the Class A Preference Amount, (D) the Class A Preference Per Share Amount, (E) the Non-Preference Amount, (F) the Non-Preference Per Share Amount, (G) the Class A Merger Consideration, (H) the Class B Merger Consideration, (I) the aggregate amount arising under or owing or payable thereunder to the Company Stockholders in accordance with Section 3.01, (J) the amount payable to each Company Stockholder (expressed as a dollar amount) that is allocated and payable to each Company Stockholder in connection therewith at the Closing accordance with Section 3.01 (such amount, the “Debt Payoff AmountCommon Stock Settlement Payments”), acknowledges (K) the Pro-Rata Share of each Company Stockholder and agrees that(L) the aggregate Requisite Escrow Value Per Share Contribution with respect to each Company Stockholder (expressed as a dollar amount). It is understood and agreed that (x) the Stockholder Payment Schedule shall be incorporated herein by reference, upon payment of such aggregate amounts (y) Parent, Merger Sub and the Surviving Corporation shall be entitled to rely on the Closing DateStockholder Payment Schedule for all purposes under this Agreement (including making payments under this Article III) and (z) and none of Parent, Merger Sub or the Acquired Companies shall have paid in full all amounts arising under or owing or payable thereunder and in connection therewith, and, if applicable, that all Liens, guarantees and similar credit support related to such Payoff Indebtedness Surviving Corporation shall be automatically released and, if applicable, includes customary lender undertakings to promptly prepare and file with the appropriate Governmental Authority such instruments as may be required to effect or evidence such release or shall include authorization responsible for the Company calculations or another party designated by the Company to prepare and file any determinations regarding such instrumentscalculations in the Stockholder Payment Schedule. Exhibit D sets forth a form of the Stockholder Payment Schedule.

Pre-Closing Deliverables. (a) Not less than five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative Seller shall deliver a certificate signed by an executive officer of Seller, along with reasonable supporting documentation (including, with respect to Purchaser (i) Acquired Company Transaction Expenses, final invoices from all Service Providers to any Acquired Companies set forth on Section 2.02 of the Payment ScheduleSeller Disclosure Schedules in respect of any Acquired Company Transaction Expenses payable thereto), (ii) certifying as to the estimated amount of Leakage and including a statement reasonably detailed summary of each item of Leakage (the “Estimated Closing Leakage Statement”) setting forth the Company’s calculation of its good faith estimates of (A) the amount of Closing Cash (the “Estimated Cash”), (B) the amount of Closing Net Working Capital (the “Estimated Net Working Capital”), (C) the amount of Closing Indebtedness (the “Estimated Indebtedness”), and (D) . Seller shall provide Buyer Parent with a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses Schedule”), together in each case of the foregoing (A) through (D) with reasonably detailed supporting information, and (iii) the resulting good faith calculation of the Closing Date Merger Consideration. The Estimated Closing Statement shall be calculated in accordance with this Agreement, including, in the case of Estimated Cash and Estimated Net Working Capital, the Accounting Principles. Each of the Company and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access opportunity to the working papers reasonably relating to review the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and such other related book and records reasonably relating to the Estimated Closing Statement and, as applicableLeakage Statement, make its representatives Representatives reasonably available to Purchaser Buyer Parent and its Representatives to discuss the calculation Estimated Leakage Statement, provide all relevant supporting documentation and data reasonably requested by Buyer Parent and consider Buyer Parent’s comments in good faith; provided that in no event will the Closing be delayed as a result of Closing Date Merger Consideration pursuant to this Section ‎1.04(a), Buyer Parent’s or its Representatives’ review of or comment on the Estimated Closing Leakage Statement and (including if the Payment Schedule; provided, that such access Parties agree to representatives shall occur during normal business hours, with reasonable notice, and in a manner that does not unreasonably interfere with the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) reasonably cooperate with Purchaser in its review of the Estimated Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statement. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement and shall consider in good faith any appropriate make changes thereto prior to the Closing and to the extent the Company deems it reasonably appropriate, revise the Estimated Closing Statement to reflect such commentsor if there is a claim that some supporting documentation or data has not been made available). (b) Not less than three (i) It is expressly acknowledged and agreed that Purchaser, the Escrow Agent, the Exchange Agent and their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) shall be entitled to rely on the Payment Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith; and (ii) in no event shall Purchaser, the Escrow Agent, the Exchange Agent or any of their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) have any liability to any Person (including the Securityholder Representative and each of the Sellers) in connection with any claims of any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Payment Schedule and the allocation set forth therein or payments made by any Person (including Purchaser, any Acquired Company, the Escrow Agent, the Exchange Agent and their respective Affiliates) in accordance therewith. (c) No later than five (53) Business Days prior to the anticipated Closing Date, the Securityholder Representative Seller shall deliver to Purchaser Buyer Parent one or more customary payoff letters or other customary form of payoff or redemption documentation with respect to each item of Specified Closing Indebtedness (the each, a “Payoff LettersLetter”), with respect to which (x) in the case of any Specified Closing Indebtedness outstanding as under an indenture, shall (A) be delivered within the time period required by such indenture and (B) include or consist of immediately prior a notice of redemption (or similar documentation) delivered pursuant to the terms of such indenture and (y) in the case of any Specified Closing Indebtedness outstanding under the Contracts of the type described a credit facility, shall include a payoff letter in clause (i), (ii) or (viii) of the definition of “Indebtedness” (the “Payoff Indebtedness”), to be customary form provided by the applicable creditor(s) (or the administrative agent or similar representative on behalf thereof, if applicable), ) in respect thereof, each of dated within a reasonable time prior to the Closing Date, which either shall (Ai) is substantially in the form attached hereto as Exhibit J, or (B) sets set forth the aggregate amount arising under or owing or payable thereunder and in connection therewith at on the Closing Date, (such amount, the “Debt Payoff Amount”), acknowledges ii) acknowledge and agrees agree that, upon payment of such aggregate amounts on the Closing Date, the Acquired Companies Company Entities shall have paid in full all amounts arising under or owing or payable thereunder and in connection therewith, andand shall contain an agreement that any Liens related to such indebtedness shall be released upon the repayment thereof and (iii) include customary lender undertakings to release in full, if applicableupon payment of the amounts set forth in such Payoff Letter, that all Liens, guarantees and similar credit support any Liens securing the indebtedness related to such Payoff Indebtedness shall be automatically released andLetter, if applicableany, includes customary lender undertakings and to promptly prepare and file with the appropriate Governmental Authority such instruments as may be required to effect or evidence such release or shall include authorization for the applicable Acquired Company Entity or another party designated by the such Acquired Company to prepare and file any such instruments. Without limiting the foregoing, Seller shall, and shall cause each of the Acquired Companies to, cooperate with and take all actions reasonably requested by the Buyer Parties in order to facilitate the termination and payoff of such Specified Closing Indebtedness (and related release of Liens) at the Closing; provided that the foregoing shall not obligate any Acquired Company to take any action or deliver any notice that is not conditional upon the occurrence of the Closing Date.

Pre-Closing Deliverables. (a) Not less than As soon as reasonably practicable following completion of the Capital Raise Transaction, the Company shall prepare and deliver to Acquiror a statement setting forth the Company’s good faith calculation of the (i) Capital Raise Amount and (ii) in the event that a Debt Raise Transaction has been consummated, the Debt Transaction Pre-Money Valuation Schedule, in each case in reasonable detail to allow Acquiror to deliver the Preliminary Closing Statement pursuant to Section 2.4(d). (b) At least five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative Company shall prepare and deliver to Purchaser (i) the Payment Schedule, (ii) Acquiror a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate and calculation of its good faith estimates of (A) the amount of Closing Cash (the “Estimated Cash”), (B) the amount of Closing Net Working Capital (the “Estimated Net Working Capital”), (C) the amount of Closing Indebtedness (the “Estimated Indebtedness”), and (D) a schedule showing the amount of Closing Company Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses Schedule”), together in each case of the foregoing (A) through (D) with reasonably detailed supporting information, and (iii) the resulting good faith calculation as of the Closing Date Merger Consideration. The Estimated Closing Statement shall be calculated (in accordance reasonable detail and with this Agreement, including, in the case of Estimated Cash and Estimated Net Working Capital, the Accounting Principles. Each of the Company and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access to the working papers reasonably relating to the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and such other related book and records reasonably relating to the Estimated Closing Statement and, as applicable, make its representatives reasonably available to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section ‎1.04(asupporting documentation), including the Estimated Closing Statement respective amounts and wire transfer instructions for the Payment Schedule; providedpayment of all Company Transaction Expenses, that such access to representatives shall occur during normal business hours, together with reasonable notice, and in a manner that does not unreasonably interfere with corresponding invoices therefor (the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) reasonably cooperate with Purchaser in its review of the Estimated “Company Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statement. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement and shall consider in good faith any appropriate changes thereto prior to the Closing and to the extent the Company deems it reasonably appropriate, revise the Estimated Closing Statement to reflect such comments. (b) (i) It is expressly acknowledged and agreed that Purchaser, the Escrow Agent, the Exchange Agent and their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) shall be entitled to rely on the Payment Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith; and (ii) in no event shall Purchaser, the Escrow Agent, the Exchange Agent or any of their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) have any liability to any Person (including the Securityholder Representative and each of the Sellers) in connection with any claims of any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Payment Schedule and the allocation set forth therein or payments made by any Person (including Purchaser, any Acquired Company, the Escrow Agent, the Exchange Agent and their respective Affiliates) in accordance therewith”). (c) No later than At least five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative Acquiror shall prepare and deliver to Purchaser one or more customary payoff letters (the “Payoff Letters”), with respect to any Indebtedness outstanding as of immediately prior to the Closing under the Contracts Company a statement setting forth Acquiror’s good faith estimate and calculation of the type described in clause (i) aggregate amount paid or payable in connection with all Acquiror Share Redemptions (and total cash proceeds from the Trust Account remaining following the Acquiror Share Redemptions), (ii) or the amount of Warrant Exchange Shares utilized in the Warrant Exchange, and (viiiiii) Acquiror Transaction Expenses as of the definition Closing Date (in each case, in reasonable detail and with reasonable supporting documentation), including the respective amounts and wire transfer instructions for the payment of “Indebtedness” all Acquiror Transaction Expenses, together with corresponding invoices therefor (the “Payoff IndebtednessAcquiror Closing Statement”), . (d) At least four (4) Business Days prior to be provided by the applicable creditor(s) (or the administrative agent or similar representative on behalf thereof, if applicable), in respect thereof, each of which either (A) is substantially in the form attached hereto as Exhibit J, or (B) sets forth the aggregate amount arising under or owing or payable thereunder and in connection therewith at the Closing (such amount, the “Debt Payoff Amount”), acknowledges and agrees that, upon payment of such aggregate amounts on the Closing Date, the Acquired Companies Company shall prepare and deliver to Acquiror a certificate signed by an officer of the Company, dated as of the date of such certificate, setting forth the Company’s good faith calculations of: (A) the Aggregate Fully Diluted Company Common Stock (including the calculation of each component thereof together with reasonable supporting detail and documentation); (B) the Closing Date Purchase Price (including the calculation of each component thereof together with reasonable supporting detail and documentation); (C) the Aggregate Closing Date Merger Consideration (including the calculation of each component thereof together with reasonable supporting detail and documentation); (D) the Founder Consideration Shares; (E) the Exchange Ratio (including the calculation of each component thereof together with reasonable supporting detail and documentation); (F) the number of shares of Surviving Corporation Common Stock that each applicable holder is entitled to receive pursuant to Section 3.1(a) (including the calculation of each component thereof together with reasonable supporting detail and documentation); and (G) the number of shares subject to Surviving Corporation Options that each applicable option holder is entitled to receive pursuant to Section 3.3(a) (including the calculation of each component thereof together with reasonable supporting detail and documentation) (collectively, the “Preliminary Closing Statement”). (e) Acquiror shall have paid the right to review and comment on the calculations and estimates set forth in full all amounts arising under or owing or payable thereunder and in connection therewith, and, if applicable, that all Liens, guarantees and similar credit support related to such Payoff Indebtedness shall be automatically released and, if applicable, includes customary lender undertakings to promptly prepare and file with the appropriate Governmental Authority such instruments as may be required to effect or evidence such release or shall include authorization for the Company or another party designated Preliminary Closing Statement so delivered by the Company pursuant to prepare and file Section 2.4(d). The Company shall consider in good faith any such instrumentscomments made by Acquiror, and the Company and Acquiror shall cooperate with each other through the Closing Date and use good faith efforts to resolve any differences regarding the calculations and estimates contained in the Preliminary Closing Statement (including any updates or revisions thereof). The Company shall, and shall cause its Representatives to, cooperate in good faith with Acquiror and its Representatives in the review of the Preliminary Closing Statement (including engaging in good faith discussions related thereto) and revise the Preliminary Closing Statement if necessary to reflect Acquiror’s comments. If the Preliminary Closing Statement is so revised, such revised Preliminary Closing Statement, or if Acquiror had no such comments, then the initial Preliminary Closing Statement, shall be deemed to be the final, conclusive and binding “closing statement” of the Parties for the purposes of this Agreement (the “Closing Statement”). (f) In the event that a Senior Debt Raise Event has occurred in connection with a consummated Debt Raise Transaction, and the Parties fail to reach an agreement with respect to the Closing Date Purchase Price, then: (i) within ten (10) days of the expiration of the Resolution Period, the Parties shall mutually select and engage a nationally recognized independent valuation firm (the “Valuation Firm”), who, acting as experts and not arbitrators, shall make a determination of the Closing Date Purchase Price. The Parties shall cooperate with the Valuation Firm with the intent to fairly and in good faith resolve all disputes relating to the Closing Date Purchase Price as promptly as reasonably practicable; (ii) in connection with the Valuation Firm’s review: (A) the Parties shall furnish or cause to be furnished to the Valuation Firm such information and documents as each Party deems relevant, with copies of such submission and all such documents and information being promptly given to the other party; (B) the Valuation Firm shall be permitted to submit written questions of either Party and ask for additional information from either Party relating to the dispute, and any responses by either Party shall be provided in writing to the Valuation Firm, with copies of such responses being promptly given to the other Party; (C) no ex parte communications with the Valuation Firm shall be initiated by either Party; and (D) the Valuation Firm shall make its determination based on the materials it receives in accordance with this Agreement and not pursuant to any independent review (provided that, the foregoing shall not preclude the Valuation Firm from independent research as to the terms of this Agreement). The Valuation Firm may conduct a conference concerning the objections of, and disagreements between, the Parties, at which conference each party shall have the right to (1) present its documents, materials and other evidence (previously provided to the Valuation Firm and the other Party), and (2) have present its advisors, accountants, counsel and other representatives; and (iii) The Parties shall request that the determination by the Valuation Firm be delivered in a detailed written report to the Parties within thirty (30) days of the engagement of the Valuation Firm, which report shall set forth the Closing Date Purchase Price. The fees and expenses of the Valuation Firm incurred in connection with the final determination of the Closing Date Purchase Price by the Valuation Firm shall be borne by the Acquiror on the one hand, and by the Company, on the other hand, based upon the percentage of the aggregate disputed amounts that is resolved in favor of Acquiror and the Company, respectively, as determined by the Valuation Firm.

Pre-Closing Deliverables. (a) Not less than five three (53) Business Days prior to the anticipated Closing Date, the Securityholder Representative Company shall prepare and deliver to Purchaser Acquiror (i) the Payment Schedule, (ii) a statement (the “Estimated Closing Statement”) setting forth the Company’s calculation of its good faith estimates determination of Company Transaction Expenses as of the Closing Date (in reasonable detail and with reasonable supporting documentation to enable a review of such statement by Acquiror), including the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices therefor and (ii) an allocation schedule setting forth the Company’s good faith determination of (A) the amount numbers of Closing Cash (each type of Equity Securities of the “Estimated Cash”)Company held by each holder of Equity Securities of the Company immediately before the Closing, (B) the amount of Closing Net Working Capital (Fully Diluted Company Common Shares, the “Estimated Net Working Capital”), Exchange Ratio and the Unpaid Dividend Amount and (C) the amount consideration due to each holder of Closing Indebtedness (the “Estimated Indebtedness”), and (D) a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses Schedule”), together in each case of the foregoing (A) through (D) with reasonably detailed supporting information, and (iii) the resulting good faith calculation of the Closing Date Merger Consideration. The Estimated Closing Statement shall be calculated in accordance with this Agreement, including, in the case of Estimated Cash and Estimated Net Working Capital, the Accounting Principles. Each Equity Securities of the Company and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access to the working papers reasonably relating to the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and such other related book and records reasonably relating to the Estimated Closing Statement and, as applicable, make its representatives reasonably available to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section ‎1.04(a), Agreement together with any other information that the Estimated Closing Statement and the Payment Schedule; provided, that such access to representatives shall occur during normal business hours, with reasonable notice, and in a manner that does not unreasonably interfere with the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) Exchange Agent may reasonably cooperate with Purchaser in its review of the Estimated Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statement. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement and shall consider in good faith any appropriate changes thereto prior to the Closing and to the extent the Company deems it reasonably appropriate, revise the Estimated Closing Statement to reflect such commentsrequest. (b) Not less than three (i) It is expressly acknowledged and agreed that Purchaser, the Escrow Agent, the Exchange Agent and their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) shall be entitled to rely on the Payment Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith; and (ii) in no event shall Purchaser, the Escrow Agent, the Exchange Agent or any of their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) have any liability to any Person (including the Securityholder Representative and each of the Sellers) in connection with any claims of any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Payment Schedule and the allocation set forth therein or payments made by any Person (including Purchaser, any Acquired Company, the Escrow Agent, the Exchange Agent and their respective Affiliates) in accordance therewith. (c) No later than five (53) Business Days prior to the anticipated Closing Date, the Securityholder Representative Acquiror shall prepare and deliver to Purchaser one or more customary payoff letters (the “Payoff Letters”), with respect to any Indebtedness outstanding as Company a statement setting forth Acquiror’s good faith determination of immediately prior to the Closing under the Contracts of the type described in clause (i)) the Acquiror Share Redemption Amount, (ii) or the Acquiror Closing Cash Amount and (viiiiii) Acquiror Transaction Expenses as of the definition Closing Date (in each case, in reasonable detail and with reasonable supporting documentation to enable a review of “Indebtedness” (such statement by the “Payoff Indebtedness”Company), including the respective amounts and wire transfer instructions for the payment of all Acquiror Transaction Expenses, together with corresponding invoices therefor. (c) Between June 22, 2022 and June 29, 2022, Acquiror shall prepare and deliver to be provided by the applicable creditor(sCompany a statement setting forth (i) the PIPE Investment Amount based on the Subscription Agreements entered into as of such time, (or the administrative agent or similar representative on behalf thereof, if applicable), in respect thereof, each of which either (Aii) is substantially in the form attached hereto as Exhibit J, or (B) sets forth the aggregate amount arising under or owing or payable thereunder number of Acquiror Class A Shares subject to Non-Redemption Agreements entered into as of such time multiplied by $10.00, and in connection therewith (iii) Acquiror’s good faith determination of Acquiror Transaction Expenses and any other amounts with respect to which Acquiror has Liability for payment at the Closing (such amount, the “Debt Payoff Amount”), acknowledges and agrees that, upon payment of such aggregate amounts on the Closing Date, the Acquired Companies shall have paid in full all amounts arising under or owing or payable thereunder and in connection therewith, and, if applicable, that all Liens, guarantees and similar credit support related to such Payoff Indebtedness shall be automatically released and, if applicable, includes customary lender undertakings to promptly prepare and file with the appropriate Governmental Authority such instruments as may be required to effect or evidence such release or shall include authorization for the Company or another party designated by the Company to prepare and file any such instrumentsClosing.

Pre-Closing Deliverables. (a) Not less than five (5) two Business Days prior to the anticipated Closing Date, the Securityholder Representative Company shall prepare and deliver to Purchaser Acquiror (i) the Payment Schedule, (ii) a statement (the “Estimated Closing Statement”) setting forth the Company’s calculation of its good faith estimates determination of Company Transaction Expenses as of the Closing Date (in reasonable detail and with reasonable supporting documentation to enable a review of such statement by Acquiror), including the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices therefor and (ii) an allocation schedule setting forth the Company’s good faith determination of (A) the amount numbers of Closing Cash each type of Equity Securities of the Company held by each holder of Equity Securities of the Company immediately prior to the Company Conversion and immediately after the Company Conversion (but immediately before the “Estimated Cash”Closing), (B) the amount aggregate number of Closing Net Working Capital (Participating Company Common Shares, the “Estimated Net Working Capital”), Equity Value Exchange Ratio and the Earn-Out Exchange Ratio and (C) the amount consideration due to each holder of Closing Indebtedness Equity Securities of the Company pursuant to this Agreement, including any cash amounts payable in lieu of fractional shares, together with any other information that the Exchange Agent may reasonably request (the “Estimated IndebtednessCompany Closing Statement”), and (D) a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses Schedule”), together in each case of the foregoing (A) through (D) with reasonably detailed supporting information, and (iii) the resulting good faith calculation of the Closing Date Merger Consideration. The Estimated Closing Statement shall be calculated in accordance with this Agreement, including, in the case of Estimated Cash and Estimated Net Working Capital, the Accounting Principles. Each of the Company and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access to the working papers reasonably relating to the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and such other related book and records reasonably relating to the Estimated Closing Statement and, as applicable, make its representatives reasonably available to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section ‎1.04(a), the Estimated Closing Statement and the Payment Schedule; provided, that such access to representatives shall occur during normal business hours, with reasonable notice, and in a manner that does not unreasonably interfere with the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) reasonably cooperate with Purchaser in its review of the Estimated Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statement. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement and shall consider in good faith any appropriate changes thereto prior to the Closing and to the extent the Company deems it reasonably appropriate, revise the Estimated Closing Statement to reflect such comments. (b) (i) It is expressly acknowledged and agreed that Purchaser, the Escrow Agent, the Exchange Agent and their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) shall be entitled to rely on the Payment Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith; and (ii) in no event shall Purchaser, the Escrow Agent, the Exchange Agent or any of their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) have any liability to any Person (including the Securityholder Representative and each of the Sellers) in connection with any claims of any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Payment Schedule and the allocation set forth therein or payments made by any Person (including Purchaser, any Acquired Company, the Escrow Agent, the Exchange Agent and their respective Affiliates) in accordance therewith. (c) No later Not less than five (5) two Business Days prior to the anticipated Closing Date, the Securityholder Representative Acquiror shall prepare and deliver to Purchaser one or more customary payoff letters (the “Payoff Letters”), with respect to any Indebtedness outstanding as Company a statement setting forth Acquiror’s good faith determination of immediately prior to the Closing under the Contracts of the type described in clause (i)) the Acquiror Share Redemption Amount, (ii) or the Acquiror Closing Cash Amount and (viiiiii) Acquiror Transaction Expenses as of the definition Closing Date (in each case, in reasonable detail and with reasonable supporting documentation to enable a review of “Indebtedness” such statement by the Company), including the respective amounts and wire transfer instructions for the payment of all Acquiror Transaction Expenses, together with corresponding invoices therefor (the “Payoff IndebtednessAcquiror Closing Statement”), to be provided by the applicable creditor(s) (or the administrative agent or similar representative on behalf thereof, if applicable), in respect thereof, each of which either (A) is substantially in the form attached hereto as Exhibit J, or (B) sets forth the aggregate amount arising under or owing or payable thereunder and in connection therewith at the Closing (such amount, the “Debt Payoff Amount”), acknowledges and agrees that, upon payment of such aggregate amounts on the Closing Date, the Acquired Companies shall have paid in full all amounts arising under or owing or payable thereunder and in connection therewith, and, if applicable, that all Liens, guarantees and similar credit support related to such Payoff Indebtedness shall be automatically released and, if applicable, includes customary lender undertakings to promptly prepare and file with the appropriate Governmental Authority such instruments as may be required to effect or evidence such release or shall include authorization for the Company or another party designated by the Company to prepare and file any such instruments.

Pre-Closing Deliverables. (a) Not less than At least five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative Sellers shall deliver to Purchaser Buyer: (i) instructions designating the Payment Schedule, account or accounts to which the Estimated Purchase Price shall be deposited by Wire Transfer on the Closing Date; (ii) a statement substantially in the form of Exhibit D attached hereto (the “Estimated Closing Settlement Statement”) setting forth the Company’s calculation of its good faith estimates of containing (A) a pro forma combined balance sheet of Central Reserve and LAI as of the amount of anticipated Closing Cash Date, including supporting work papers, which shall (I) be derived from and consistent with the “Books and Records, (II) be prepared in good faith and in accordance with the Agreed Accounting Principles, and (III) set forth, in reasonable detail, the Estimated Cash”)Capital and Surplus, and (B) a reinsurance settlement statement as of the amount anticipated Closing Date, including supporting work papers, which shall (I) be derived from and consistent with the books and records of Closing Net Working Capital (each party to the “Estimated Net Working Capital”)Transaction Reinsurance Agreements, (CII) be prepared in good faith and in accordance with the amount Agreed Accounting Principles, (III) set forth in reasonable detail, Sellers’ good faith estimate of Closing Indebtedness (the “Estimated Indebtedness”)Reinsurance Settlement Amounts for each Transaction Reinsurance Agreement, and (DIV) include a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses Schedule”), together in each case list of the foregoing (A) through (D) with reasonably detailed supporting information, and (iii) the resulting good faith calculation of the Closing Date Merger Consideration. The Estimated Closing Statement shall assets to be calculated in accordance with this Agreement, including, in the case of Estimated Cash and Estimated Net Working Capital, the Accounting Principles. Each of the Company and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access to the working papers reasonably relating to the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and such other related book and records reasonably relating to the Estimated Closing Statement and, as applicable, make its representatives reasonably available to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section ‎1.04(a), the Estimated Closing Statement and the Payment Schedule; provided, that such access to representatives shall occur during normal business hours, with reasonable notice, and in a manner that does not unreasonably interfere with the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) reasonably cooperate with Purchaser in its review of the Estimated Closing Statement, in each case as reasonably requested Transferred in connection with the review initial settlement under each Transaction Reinsurance Agreement, which list shall specify the fair market value of each such asset as of the date of delivery thereof, determined in accordance with the methodologies set forth in Annex II. For purposes of this Agreement, “Estimated Capital and Surplus” means Sellers’ good faith determination of the Capital and Surplus as of the anticipated Closing Date, after adjustment to reflect (w) the Transfer of the Excluded Assets from the Targets to Sellers pursuant to Section 2(b)(i), (x) the Transfer of the Transferred Assets from Sellers to the Targets pursuant to Section 2(b)(ii), (y) the transactions contemplated as part of the Transaction Reinsurance Agreements to occur on the Closing Date, including the transfer of the estimated Reinsurance Settlement Amounts as reflected in the Estimated Settlement Statement, and (z) all other transactions contemplated hereby and by the Ancillary Agreements to occur on or prior to the Closing Date. The Company Sellers shall review any comments proposed by Purchaser consult with Buyer with respect to the preparation of the Estimated Closing Statement Settlement Statement, and shall consider in good faith any appropriate changes thereto prior comments to the Closing and to the extent the Company deems it reasonably appropriate, revise the Estimated Closing Settlement Statement to reflect such comments. (b) (i) It is expressly acknowledged and agreed that Purchaser, the Escrow Agent, the Exchange Agent and their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) shall be entitled to rely on the Payment Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith; and (ii) in no event shall Purchaser, the Escrow Agent, the Exchange Agent or any of their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) have any liability to any Person (including the Securityholder Representative and each of the Sellers) in connection with any claims of any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Payment Schedule and the allocation set forth therein or payments made by any Person (including Purchaser, any Acquired Company, the Escrow Agent, the Exchange Agent and their respective Affiliates) in accordance therewith. (c) No later than five (5) Business Days prior to the anticipated Closing Date, the Securityholder Representative shall deliver to Purchaser one or more customary payoff letters (the “Payoff Letters”), with respect to any Indebtedness outstanding as of immediately prior to the Closing under the Contracts of the type described in clause (i), (ii) or (viii) of the definition of “Indebtedness” (the “Payoff Indebtedness”), to may be provided by the applicable creditor(s) (or the administrative agent or similar representative on behalf thereofBuyer; provided, if applicable), in respect thereof, each of which either (A) is substantially in the form attached hereto as Exhibit J, or (B) sets forth the aggregate amount arising under or owing or payable thereunder and in connection therewith at the Closing (such amount, the “Debt Payoff Amount”), acknowledges and agrees that, upon payment of such aggregate amounts on the Closing Date, the Acquired Companies that Sellers shall have paid in full all amounts arising under no obligation whatsoever to accept or owing or payable thereunder and in connection therewith, and, if applicable, that all Liens, guarantees and similar credit support related to such Payoff Indebtedness shall be automatically released and, if applicable, includes customary lender undertakings to promptly prepare and file with the appropriate Governmental Authority such instruments as may be required to effect or evidence such release or shall include authorization for the Company or another party designated by the Company to prepare and file act upon any such instruments.comment; and

Pre-Closing Deliverables. (a) Not less No later than five (5) three Business Days prior to the anticipated Closing Date, the Securityholder Representative Company shall prepare and deliver to Purchaser Summit a certificate executed by the Chief Financial Officer of the Company (ithe “Estimate Certificate”) setting forth in reasonable detail the Payment ScheduleCompany’s good faith estimates of (x)(i) Closing Net Working Capital, (ii) a statement Closing Cash, (iii) Closing Indebtedness (iv) Company Transaction Expenses, and (y) based on the “Estimated Closing Statement”amounts set forth in the preceding clauses (i)-(iv) setting forth the Company’s calculation of its good faith estimates of (A) the amount of Closing Aggregate Cash Consideration (the “Estimated Cash”), (B) the amount of Closing Net Working Capital (the “Estimated Net Working Capital”), (C) the amount of Closing Indebtedness (the “Estimated Indebtedness”), and (D) a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses ScheduleAggregate Cash Consideration”), together in each case of the foregoing (A) through (D) with reasonably detailed supporting informationdocumentation therefor and the amounts and wire transfer details for the payees in respect of all Company Transaction Expenses. The Estimate Certificate shall be prepared, and the Estimated Aggregate Cash Consideration (iiiand all components thereof) the resulting good faith calculation shall be determined, in each case as of the Measurement Time in a manner consistent with the Accounting Policies and the definitions set forth herein and based on the ANAC Companies’ books and records and other information available at the time. Summit may, until one Business Days prior to the Closing Date Merger ConsiderationDate, provide the Company with comments to the Estimate Certificate, and the Company shall consider such comments in good faith. The Estimated Closing Statement In the event that the Company agrees with any such comments, the Company shall be calculated update the Estimate Certificate to reflect such agreement. Cementos and the Company shall reasonably cooperate with Summit and its Representatives in accordance the review and comment on the Estimate Certificate and shall promptly provide Summit and its Representatives (i) all supporting documentation reasonably requested by Summit in connection with this AgreementSummit’s review of the preliminary and final Estimate Certificate and (ii) access to each ANAC Company’s books and records (including financial records, work papers, schedules, memoranda and supporting documents and calculations) (including, in the case of Estimated Cash and Estimated Net Working Capitalfinancial records, the Accounting Principles. Each of the Company and the Securityholder Representative shalland, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access to the working papers reasonably relating to the Estimated Closing Statement (subject to the execution and delivery by Summit of customary accountant access letter(s), accountants’ work papers access letterspapers, if requestedschedules, memoranda and other documents) and such other related book and records reasonably relating access to Company Employees, in each case, used to prepare the Estimated Closing Statement and, as applicable, make its representatives reasonably available Estimate Certificate prior to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section ‎1.04(a), the Estimated Closing Statement and the Payment ScheduleClosing; provided, provided that such access to representatives shall occur during normal business hours, with reasonable notice, notice and in a manner that does not unreasonably interfere with the normal business operations conduct of the CompanyBusiness. In the event that the Company redelivers the Estimate Certificate before the Closing, then the Securityholder Representative or their respective Affiliateslast Estimate Certificate delivered to Summit shall be deemed to be the Estimate Certificate for purposes of this Agreement. For the avoidance of doubt, Summit shall have no obligation to comment on the Estimate Certificate, and any comment (IIor lack thereof) reasonably cooperate with Purchaser shall in its review no way prejudice Summit’s rights hereunder, including pursuant to Section 2.06 or Article 10. If Summit has provided notice of the Estimated Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statement. The Company shall review any comments proposed by Purchaser with respect an objection to the Estimated Closing Statement Certificate pursuant to this Section 2.02(a) and shall consider in good faith any appropriate changes thereto Summit and the Company fail to mutually agree upon revisions to the Estimated Certificate on or prior to the Business Day immediately prior to the Closing Date, then: (A) no Party shall delay the Closing because of such failure and to (B) the extent the Company deems it reasonably appropriate, revise amounts set forth in the Estimated Certificate to which Summit objects, without any adjustment, shall be the amounts used in the determination of the Closing Statement to reflect such commentsConsideration. (b) (i) It is expressly acknowledged and agreed that Purchaser, the Escrow Agent, the Exchange Agent and their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) shall be entitled to rely on the Payment Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith; and (ii) in no event shall Purchaser, the Escrow Agent, the Exchange Agent or any of their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) have any liability to any Person (including the Securityholder Representative and each of the Sellers) in connection with any claims of any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Payment Schedule and the allocation set forth therein or payments made by any Person (including Purchaser, any Acquired Company, the Escrow Agent, the Exchange Agent and their respective Affiliates) in accordance therewith. (c) No later than five (5) three Business Days prior to the anticipated Closing Date, the Securityholder Representative Company shall deliver to Purchaser Summit one or more customary payoff letters letters, in form and substance reasonably satisfactory to Summit (the “Payoff Letters”), with respect to any Indebtedness outstanding as of immediately prior to the Closing under the Contracts of the type described in clause (i), (ii) or (viii) of the definition of “Indebtedness” (”, including those specified in Section 2.02(b) of the “Payoff Indebtedness”)Company Disclosure Schedule, to be provided by the applicable creditor(s) (or the administrative agent or similar representative on behalf thereof, if applicable), in respect thereof, which shall, in each of which either case, (Ai) is substantially in the form attached hereto as Exhibit J, or (B) sets set forth the aggregate amount arising under or owing or payable thereunder and in connection therewith at the Closing (such amount, the “Debt Payoff Amount”), acknowledges (ii) acknowledge and agrees agree that, upon payment of such aggregate amounts on the Closing Date, the Acquired ANAC Companies shall have paid in full all amounts arising under or owing or payable thereunder and in connection therewith, and, if applicable, that all Liens, guarantees and similar credit support related to such Payoff Indebtedness shall be automatically released and, and (iii) if applicable, includes applicable include customary lender undertakings to promptly prepare and file with the appropriate Governmental Authority such instruments as may be required to effect or evidence such release or shall include authorization for the Company or another party designated by the Company to prepare and file any such instruments. (c) No later than five Business Days following each of (i) the execution of this Agreement, and (ii) the Closing Date, Cementos shall use commercially reasonable efforts to deliver or cause to be delivered to Summit two copies of a CD, DVD-ROM or USB drive containing a true and complete copy of the Data Room, reflecting the contents of the Data Room as of the execution of this Agreement or the Closing Date, respectively.

Pre-Closing Deliverables. (a) Not less than five (5) two Business Days prior to the anticipated Closing Date, the Securityholder Representative Company shall prepare and deliver to Purchaser Acquiror (i) the Payment Schedule, (ii) a statement (the “Estimated Closing Statement”) setting forth the Company’s calculation of its good faith estimates determination of Company Transaction Expenses as of the Closing Date (in reasonable detail and with reasonable supporting documentation to enable a review of such statement by Acquiror), including the respective amounts and wire transfer instructions for the payment thereof, together with corresponding invoices therefor and (ii) an allocation schedule setting forth the Company’s good faith determination of (A) the amount numbers of Closing Cash each type of Equity Securities of the Company held by each holder of Equity Securities of the Company immediately prior to the Company Recapitalization and immediately after the Company Recapitalization (but immediately before the “Estimated Cash”Closing), (B) the amount aggregate number of Closing Net Working Capital (Participating Company Common Shares, the “Estimated Net Working Capital”)Equity Value Exchange Ratio, the Earn-out Exchange Ratio and (C) the amount consideration due to each holder of Closing Indebtedness (the “Estimated Indebtedness”), and (D) a schedule showing the amount of Closing Transaction Expenses (including the Closing Date Option Surrender Payments) (the “Estimated Transaction Expenses”), which schedule shall include itemized calculations of each Transaction Expense and the wire instructions for payment of each such expense (the “Transaction Expenses Schedule”), together in each case Equity Securities of the foregoing (A) through (D) with reasonably detailed supporting information, and (iii) the resulting good faith calculation of the Closing Date Merger Consideration. The Estimated Closing Statement shall be calculated in accordance with Company pursuant to this Agreement, includingincluding any cash amounts payable in lieu of fractional shares, in together with any other information that the case of Estimated Cash and Estimated Net Working Capital, the Accounting Principles. Each of the Company and the Securityholder Representative shall, and shall cause the Acquired Companies and their representatives to, (I) provide Purchaser with reasonable access to the working papers Exchange Agent may reasonably relating to the Estimated Closing Statement (subject to the execution of customary work papers access letters, if requested) and such other related book and records reasonably relating to the Estimated Closing Statement and, as applicable, make its representatives reasonably available to Purchaser to discuss the calculation of Closing Date Merger Consideration pursuant to this Section ‎1.04(a), the Estimated Closing Statement and the Payment Schedule; provided, that such access to representatives shall occur during normal business hours, with reasonable notice, and in a manner that does not unreasonably interfere with the normal business operations of the Company, the Securityholder Representative or their respective Affiliates, and (II) reasonably cooperate with Purchaser in its review of the Estimated Closing Statement, in each case as reasonably requested in connection with the review of the Estimated Closing Statement. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement and shall consider in good faith any appropriate changes thereto prior to the Closing and to the extent the Company deems it reasonably appropriate, revise the Estimated Closing Statement to reflect such commentsrequest. (b) (i) It is expressly acknowledged and agreed that Purchaser, the Escrow Agent, the Exchange Agent and their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) shall be entitled to rely on the Payment Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith; and (ii) in no event shall Purchaser, the Escrow Agent, the Exchange Agent or any of their respective Affiliates (including, in the case of Purchaser, the Acquired Companies after the Closing) have any liability to any Person (including the Securityholder Representative and each of the Sellers) in connection with any claims of any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Payment Schedule and the allocation set forth therein or payments made by any Person (including Purchaser, any Acquired Company, the Escrow Agent, the Exchange Agent and their respective Affiliates) in accordance therewith. (c) No later Not less than five (5) three Business Days prior to the anticipated Closing Date, the Securityholder Representative Acquiror shall prepare and deliver to Purchaser one or more customary payoff letters (the “Payoff Letters”), with respect to any Indebtedness outstanding as Company a statement setting forth Acquiror’s good faith determination of immediately prior to the Closing under the Contracts of the type described in clause (i)) the Acquiror Share Redemption Amount, (ii) or the Acquiror Closing Cash Amount and (viiiiii) Acquiror Transaction Expenses as of the definition Closing Date (in each case, in reasonable detail and with reasonable supporting documentation to enable a review of “Indebtedness” (such statement by the “Payoff Indebtedness”Company), to be provided by including the applicable creditor(s) (or respective amounts and wire transfer instructions for the administrative agent or similar representative on behalf thereof, if applicable), in respect thereof, each of which either (A) is substantially in the form attached hereto as Exhibit J, or (B) sets forth the aggregate amount arising under or owing or payable thereunder and in connection therewith at the Closing (such amount, the “Debt Payoff Amount”), acknowledges and agrees that, upon payment of such aggregate amounts on the Closing Dateall Acquiror Transaction Expenses, the Acquired Companies shall have paid in full all amounts arising under or owing or payable thereunder and in connection therewith, and, if applicable, that all Liens, guarantees and similar credit support related to such Payoff Indebtedness shall be automatically released and, if applicable, includes customary lender undertakings to promptly prepare and file together with the appropriate Governmental Authority such instruments as may be required to effect or evidence such release or shall include authorization for the Company or another party designated by the Company to prepare and file any such instrumentscorresponding invoices therefor.