Common use of Pre-Closing Estimates Clause in Contracts

Pre-Closing Estimates. At least three Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (such statement being, the “Good Faith Statement”) with a reasonable, good faith calculation of an estimate as of the Closing Date of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) calculated in accordance with Section 1.11(a) and (ii) the Indebtedness (the “Estimated Indebtedness”). Parent shall have reasonable access to copies of the working papers of the Company prepared or used in connection with the Company’s preparation of the Good Faith Statement. Parent shall have an opportunity to review with representatives of the Company and object to all or any part of the Good Faith Statement, such review to be reasonably prompt and any objection to be reasonable and in good faith. If the Estimated Closing Net Working Capital exceeds negative $10,300,000 (the “Target Net Working Capital”) (i.e., is a positive number or is between $0 and negative $10,300,000), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(a) shall be increased by an amount equal to the amount by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital as contemplated by Section 1.4. If the Estimated Closing Net Working Capital is less than the Target Net Working Capital (i.e., is a negative number greater than negative $10,300,000), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(a) shall be reduced by an amount equal to the amount by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital (i.e., that is if Estimated Closing Net Working Capital were a positive number, it would be greater than Target Net Working Capital if it too were a positive number). The Initial Cash Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.10(a) shall also be reduced by an amount equal to the Estimated Indebtedness.

Pre-Closing Estimates. At least three two Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (such statement being, setting forth the “Good Faith Statement”) with a reasonable, good faith calculation of an estimate as of 11:59 p.m., Central Daylight Time, on the Closing Date of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) calculated in accordance with Section 1.11(a) and ), (ii) the Indebtedness (the “Estimated Indebtedness”), (iii) the Net Taxes Payable (the “Estimated Net Taxes Payable”) and (iv) the Company Transaction Expenses (such statement being, the “Good Faith Statement”). The Good Faith Statement shall be prepared by the Company in good faith, in a reasonable manner, and in accordance with the accounting principles set forth on Schedule 1.11(c), consistently applied. Parent shall have reasonable access to copies of the working papers of the Company prepared or used in connection with the Company’s preparation of the Good Faith Statement. Parent shall have an opportunity to review with representatives of the Company and object to all or any part of the Good Faith Statement, such review to be reasonably prompt and any objection to be reasonable and made in good faith. If the Estimated Closing Net Working Capital exceeds negative Four Million Five Hundred Thousand Dollars ($10,300,000 4,500,000) (the “Target Net Working Capital”) (i.e., is a positive number or is between $0 and negative $10,300,000” ), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(aSections 1.4 and 1.9(b) shall be increased by an amount equal to the amount by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital; provided, however, in no event shall the amount of such increase exceed Twelve Million Dollars ($12,000,000) (the “Estimated Working Capital as contemplated by Section 1.4Adjustment Amount”). If the Estimated Closing Net Working Capital is less than the Target Net Working Capital (i.e., is a negative number greater than negative $10,300,000)Capital, then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(aSections 1.4 and 1.9(b) shall be reduced by an amount equal to the amount by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital (i.e., that is if Estimated Closing Net Working Capital were a positive number, it would be greater than Target Net Working Capital if it too were a positive number)Capital. The Initial Cash Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.10(a1.9(b) shall also be reduced by an amount equal to the Estimated Indebtedness, if any. In addition, if the Estimated Net Taxes Payable is greater than Two Hundred Fifty Thousand Dollars ($250,000) (the “Target Net Taxes Payable” ), then the Initial Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.9(b) shall also be reduced by an amount equal to the amount by which the Estimated Net Taxes Payable exceeds the Target Net Taxes Payable (the “Estimated Excess Net Taxes Payable” ). If the Estimated Net Taxes Payable is equal to or less than the Target Net Taxes Payable, no adjustment will be made to the Initial Merger Consideration for Estimated Net Taxes Payable.

Pre-Closing Estimates. At least three two Business Days prior to the Closing Date, the Company or the Representative shall deliver to Parent a statement (such statement being, setting forth the “Good Faith Statement”) with a reasonable, good faith calculation of an estimate as of the Closing Date of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) calculated in accordance with Section 1.11(a) and ), (ii) the Indebtedness (the “Estimated Indebtedness”), (iii) the Cash (the “Estimated Cash”) and (iv) the Company Transaction Expenses (such statement being, the “Good Faith Statement”). The Good Faith Statement shall be prepared by the Company in good faith, in a reasonable manner and in accordance with the accounting principles set forth on Schedule 1.11(c), consistently applied, and shall have been approved by the Company’s Board of Directors. Parent shall have reasonable access to copies of the working papers of the Company prepared or used in connection with the Company’s preparation of the Good Faith Statement. Parent shall have an opportunity to review with representatives of the Company and object to all or any part of the Good Faith Statement, such review to be reasonably prompt and any objection to be reasonable and made in good faith. If the Estimated Closing Net Working Capital exceeds negative is greater than $10,300,000 6,818,000 (the “Target Net Working Capital”) (i.e., is a positive number or is between $0 and negative $10,300,000), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(aSections 1.4 and 1.9(b) shall be increased by an amount equal to the amount by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital as contemplated by Section 1.4Capital. If the Estimated Closing Net Working Capital is less than the Target Net Working Capital (i.e., is a negative number greater than negative $10,300,000)Capital, then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(aSections 1.4 and 1.9(b) shall be reduced by an amount equal to the amount by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital (i.e., that is if Estimated Closing Net Working Capital were a positive number, it would be greater than Target Net Working Capital if it too were a positive number)Capital. The Initial Cash Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.10(a1.9(b) shall also be reduced by an amount equal to the Estimated Indebtedness, if any. The Initial Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.9(b) shall be increased by an amount equal to the Estimated Cash, if any.

Pre-Closing Estimates. At least three two Business Days prior to the Closing Date, the Company or the Representative shall deliver to Parent a statement (such statement being, setting forth the “Good Faith Statement”) with a reasonable, good faith calculation of an estimate as of the Closing Date of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) calculated in accordance with Section 1.11(a) and ), (ii) the Indebtedness (the “Estimated Indebtedness”), (iii) the Cash (the “Estimated Cash”), and (iv) the Company Transaction Expenses (such statement being, the “Good Faith Statement”). The Good Faith Statement shall be prepared by the Company in good faith, in a reasonable manner and in accordance with GAAP consistently applied, and shall have been approved by the Company’s Chief Executive Officer and Chief Financial Officer. Parent shall have reasonable access to copies of the working papers of the Company prepared or used in connection with the Company’s preparation of the Good Faith Statement. Parent shall have an opportunity to review with representatives of the Company and object to all or any part of the Good Faith Statement, such review to be reasonably prompt and any objection to be reasonable and made in good faith. If the Estimated Closing Net Working Capital exceeds is less than negative two million dollars ($10,300,000 (2,000,000)) (the “Target Net Working Capital”) (i.e., is a positive number or is between $0 and negative $10,300,000), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(a) shall be increased by an amount equal to the amount by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital as contemplated by Section 1.4. If the Estimated Closing Net Working Capital is less than the Target Net Working Capital (i.e., is a negative number greater than negative $10,300,000), then the Initial Cash Merger Consideration payable at the Closing pursuant to Section 1.10(aSections 1.4 and 1.9(b) shall be reduced by an amount equal to the amount by which the Target Net Working Capital exceeds the Estimated Closing Net Working Capital (i.e., that is if the “Estimated Closing Net Working Capital were a positive number, it would be greater than Target Net Working Capital if it too were a positive numberShortfall”). The Initial Cash Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.10(a1.9(b) shall also be reduced by an amount equal to the Estimated Indebtedness, if any. The Initial Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.9(b) shall also be increased by an amount equal to the Estimated Cash, if any.