Common use of Pre-Closing Estimates Clause in Contracts

Pre-Closing Estimates. At least five (5) Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser (i) a written schedule (the “Preliminary Closing Schedule”) setting forth in reasonable detail Seller’s good faith calculation of the Closing Cash Payment and good faith estimates of the following components thereof: (A) Net Working Capital (the “Estimated Net Working Capital”), (B) Closing Indebtedness (the “Estimated Closing Indebtedness”), and (C) the Transaction Expenses (the “Estimated Transaction Expenses”), and (ii) a written statement (the “Preliminary Expense Statement”) setting forth in reasonable detail Seller’s good faith estimate of the aggregate amount of Reimbursable Expenses as of the Closing (the “Estimated Reimbursable Expenses”), together with copies of documents reasonably necessary to support Seller’s calculation of the Estimated Reimbursable Expenses. The Preliminary Closing Schedule shall be prepared in accordance with the Accounting Principles. During the period beginning on the date of delivery of the Preliminary Closing Schedule and the Preliminary Expense Statement and continuing until the Closing, Seller shall provide Purchaser and its Representatives with access to the Records of Seller and to any other documents or information relating to the preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation of the amounts reflected thereon reasonably requested by Purchaser or its Representatives, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any of the amounts contained in the Preliminary Closing Schedule and/or the Preliminary Expense Statement have not been calculated in good faith or in a manner consistent with the terms of this Agreement by delivering to Seller a written notice of its disagreement at least two (2) Business Days prior to the anticipated Closing Date (the “Purchaser’s Notice of Disagreement”), specifying in reasonable detail the nature of its objections to Seller’s estimates. Seller and Purchaser in good faith shall seek to resolve in writing any objections set forth in Purchaser’s Notice of Disagreement prior to the Closing, and Seller shall make such revisions to the disputed items as may be mutually agreed between Seller and Purchaser; provided, that if and to the extent that Purchaser and Seller have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, then the Closing will proceed and Seller and Purchaser shall use the applicable amount or calculation proposed by Seller with respect to the Preliminary Closing Schedule and/or the Preliminary Expense Statement, as applicable, for purposes of calculating the Closing Cash Payment. For the avoidance of doubt, any failure of Purchaser to raise any objection or dispute with respect to the Preliminary Closing Schedule and the Preliminary Expense Statement shall not in any way prejudice Purchaser’s right to raise any matter in the Final Closing Schedule.

Pre-Closing Estimates. At Not more than ten (10) Business Days and at least five six (56) Business Days prior to the scheduled Closing Date, Seller Sellers’ Representatives shall prepare, or cause to be prepared, and deliver to Purchaser (i) Buyer a written schedule statement (the “Preliminary Closing ScheduleStatement”) setting forth in reasonable detail Seller’s a good faith calculation estimate of each of (i) the Closing Cash Payment and good faith estimates of the following components thereof: (A) Net Working Capital (the “Estimated Closing Net Working Capital”), (Bii) the Company Cash as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Estimated Closing Cash”), (iii) the Company Indebtedness (the “Estimated Closing Company Indebtedness”), ) and (Civ) the Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”), and (ii) a written statement (the “Preliminary Expense Statement”) setting forth in reasonable detail Seller’s good faith estimate of the aggregate amount of Reimbursable Expenses as of the Closing (the “Estimated Reimbursable Expenses”), together with copies reasonable supporting documentation showing the manner of documents reasonably necessary to support Seller’s calculation for each of the Estimated Reimbursable Expensesamounts set forth therein. The Preliminary Closing Schedule Statement shall be prepared follow the format of the form of closing statement set forth in Annex D-1 (the “Form of Closing Statement”), and the Sellers’ Representatives shall determine any item constituting the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Company Indebtedness and Estimated Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Principles. During the period beginning on the date of delivery of the Preliminary Closing Schedule Standards and the Preliminary Expense applicable defined terms set forth herein. Buyer shall be entitled to comment on and request reasonable changes to the Closing Statement and continuing until the Closing, Seller Sellers’ Representatives shall provide Purchaser and its Representatives with access to the Records of Seller and to any other documents or information relating to the preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation of the amounts reflected thereon reasonably requested by Purchaser or its Representatives, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any of the amounts contained in the Preliminary Closing Schedule and/or the Preliminary Expense Statement have not been calculated consider in good faith or in a manner consistent with the terms of this Agreement by delivering to Seller a written notice of its disagreement at least two (2) Business Days prior any changes Buyer proposes to the anticipated Closing Date (Statement; provided that, in case of any disagreement, the “Purchaser’s Notice of Disagreement”)Estimated Closing Net Working Capital, specifying in reasonable detail the nature of its objections to Seller’s estimates. Seller Estimated Closing Cash, the Estimated Closing Company Indebtedness and Purchaser in good faith shall seek to resolve in writing any objections the Estimated Closing Company Transaction Expenses as set forth in Purchaser’s Notice of Disagreement prior to the Closing, and Seller shall make such revisions to the disputed items as may be mutually agreed between Seller and Purchaser; provided, that if and to the extent that Purchaser and Seller have not resolved all such differences Closing Statement provided by the close of business on the Business Day prior to the anticipated Closing Date, then Sellers’ Representatives shall be used in determining the Closing will proceed and Seller and Purchaser shall use the applicable amount or calculation proposed by Seller with respect to the Preliminary Closing Schedule and/or the Preliminary Expense Statement, as applicable, Adjusted Cash Component for purposes of calculating this Purchase Agreement in the manner set forth in Section 3.1(b) below and shall not constitute grounds for delay of the Closing Cash Paymentor abandonment of the Transaction by Buyer for any reason other than manifest error. For The Closing Consideration Schedule will be delivered concurrently with the avoidance of doubt, any failure of Purchaser to raise any objection or dispute with respect to the Preliminary Closing Schedule and the Preliminary Expense Statement shall not in any way prejudice Purchaser’s right to raise any matter in the Final Closing ScheduleStatement.

Pre-Closing Estimates. At least five (5) two Business Days prior to the Closing Date, Seller the Company or the Representative shall prepare, or cause to be prepared, and deliver to Purchaser Parent a statement setting forth the calculation of an estimate as of the Closing Date of (i) a written schedule (the “Preliminary Closing Schedule”) setting forth in reasonable detail Seller’s good faith calculation of the Closing Cash Payment and good faith estimates of the following components thereof: (A) Net Working Capital (the “Estimated Closing Net Working Capital”), (Bii) Closing the Indebtedness (the “Estimated Closing Indebtedness”), and (Ciii) the Transaction Expenses Cash (the “Estimated Cash”) and (iv) the Company Transaction ExpensesExpenses (such statement being, the “Good Faith Statement”), and (ii) a written statement (the “Preliminary Expense Statement”) setting forth in reasonable detail Seller’s good faith estimate of the aggregate amount of Reimbursable Expenses as of the Closing (the “Estimated Reimbursable Expenses”), together with copies of documents reasonably necessary to support Seller’s calculation of the Estimated Reimbursable Expenses. The Preliminary Closing Schedule Good Faith Statement shall be prepared by the Company in good faith, in a reasonable manner and in accordance with the Accounting Principlesaccounting principles set forth on Schedule 1.11(c), consistently applied, and shall have been approved by the Company’s Board of Directors. During the period beginning on the date of delivery Parent shall have reasonable access to copies of the Preliminary Closing Schedule and working papers of the Preliminary Expense Statement and continuing until Company prepared or used in connection with the Closing, Seller shall provide Purchaser and its Representatives with access to the Records of Seller and to any other documents or information relating to the Company’s preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation Good Faith Statement. Parent shall have an opportunity to review with representatives of the amounts reflected thereon reasonably requested by Purchaser Company and object to all or its Representatives, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any part of the amounts contained in the Preliminary Closing Schedule and/or the Preliminary Expense Statement have not been calculated Good Faith Statement, such review to be reasonably prompt and any objection to be reasonable and made in good faith or in a manner consistent with faith. If the terms of this Agreement by delivering to Seller a written notice of its disagreement at least two (2) Business Days prior to the anticipated Estimated Closing Date Net Working Capital is greater than $6,818,000 (the “Purchaser’s Notice of DisagreementTarget Net Working Capital”), specifying in reasonable detail then the nature of its objections Initial Merger Consideration payable at the Closing pursuant to Seller’s estimates. Seller Sections 1.4 and Purchaser in good faith 1.9(b) shall seek to resolve in writing any objections set forth in Purchaser’s Notice of Disagreement prior be increased by an amount equal to the Closing, and Seller shall make such revisions to amount by which the disputed items as may be mutually agreed between Seller and Purchaser; provided, that if and to Estimated Closing Net Working Capital exceeds the extent that Purchaser and Seller have not resolved all such differences by Target Net Working Capital. If the close of business on Estimated Closing Net Working Capital is less than the Business Day prior to the anticipated Closing DateTarget Net Working Capital, then the Initial Merger Consideration payable at the Closing will proceed pursuant to Sections 1.4 and Seller and Purchaser 1.9(b) shall use the applicable be reduced by an amount or calculation proposed by Seller with respect equal to the Preliminary amount by which the Target Net Working Capital exceeds the Estimated Closing Schedule and/or the Preliminary Expense Statement, as applicable, for purposes of calculating Net Working Capital. The Initial Merger Consideration payable at the Closing Cash Payment. For the avoidance of doubt, any failure of Purchaser pursuant to raise any objection or dispute with respect Sections 1.4 and 1.9(b) shall also be reduced by an amount equal to the Preliminary Estimated Indebtedness, if any. The Initial Merger Consideration payable at the Closing Schedule pursuant to Sections 1.4 and 1.9(b) shall be increased by an amount equal to the Preliminary Expense Statement shall not in any way prejudice Purchaser’s right to raise any matter in the Final Closing ScheduleEstimated Cash, if any.

Pre-Closing Estimates. At least five four (54) Business Days prior to the Closing Date, Seller Sellers shall prepare, or cause the Companies to be prepared, and deliver to Purchaser (i) Buyers a written schedule statement (the “Preliminary Estimated Closing ScheduleStatement”) setting forth in reasonable detail Seller’s the Sellers’ good faith calculation estimate of the Closing Cash Payment and good faith estimates of the following components thereof: (A1) Net Working Capital as of the Measuring Time (the “Estimated Net Working Capital”), (B2) Closing Indebtedness (the “Estimated Closing Indebtedness”), and (C3) the Transaction Expenses (the “Estimated Transaction Expenses”), and (ii4) a written statement (the “Preliminary Expense Statement”) setting forth in reasonable detail Seller’s good faith estimate of the aggregate amount of Reimbursable Expenses as of the Closing Purchase Price resulting therefrom (the “Estimated Reimbursable ExpensesPurchase Price”), together with copies ) and (5) the amount of documents reasonably necessary such Purchase Price allocated to support Seller’s calculation each holder of Equity Interests in either Company. The Parties agree that for the purpose of preparing (A) the Estimated Reimbursable Working Capital, such estimate shall be calculated in accordance with and on a basis consistent with the Accounting Principles, and (B) the Estimated Closing Indebtedness and the Estimated Transaction Expenses, such estimates shall be calculated in accordance with and on a basis consistent with GAAP. The Preliminary Estimated Closing Schedule Statement shall be prepared in accordance with the Accounting PrinciplesUS Dollars. During the period beginning on the date of delivery of the Preliminary Closing Schedule Any assets and the Preliminary Expense Statement and continuing until the Closing, Seller shall provide Purchaser and its Representatives with access to the Records of Seller and to any other documents or information relating to the preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation of the amounts reflected thereon reasonably requested by Purchaser or its Representatives, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any of the amounts liabilities contained in any items included in the Preliminary Estimated Closing Schedule and/or Statement that are denominated in any foreign currency shall be converted into US Dollars at the Preliminary Expense Statement have not been calculated in good faith or in a manner consistent with mid-point US Dollar spot rate of exchange applicable to such other foreign currency as quoted by the terms Wall Street Journal as of this Agreement by delivering to Seller a written notice of its disagreement at least two (2) Business Days prior to the anticipated Closing Date (the “Purchaser’s Notice of Disagreement”), specifying in reasonable detail the nature of its objections to Seller’s estimates. Seller and Purchaser in good faith shall seek to resolve in writing any objections set forth in Purchaser’s Notice of Disagreement prior to the Closing, and Seller shall make such revisions to the disputed items as may be mutually agreed between Seller and Purchaser; provided, that if and to the extent that Purchaser and Seller have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date. Buyers may submit any objections in writing to the Sellers’ Representative until 12:00 p.m. Eastern time on the Business Day prior to the Closing Date, then and Sellers will cooperate reasonably with Buyers to revise the Estimated Closing will proceed Statement to reflect the mutual agreement of Sellers and Seller and Purchaser shall use the applicable amount or calculation proposed by Seller with respect Buyers, but if they do not prior to the Preliminary anticipated Closing Schedule and/or Date agree, then Sellers’ calculations of Estimated Working Capital, the Preliminary Expense Statement, as applicable, for purposes of calculating the Estimated Closing Cash Payment. For the avoidance of doubt, any failure of Purchaser to raise any objection or dispute with respect to the Preliminary Closing Schedule Indebtedness and the Preliminary Expense Statement Estimated Transaction Expenses shall apply, provided that no objection asserted (or not in any way asserted) pursuant to this Section 2.3 shall prejudice Purchaser’s right the rights of the Parties pursuant to raise any matter in the Final Closing ScheduleSection 2.4.

Pre-Closing Estimates. (a) At least five (5) Business Days prior to the scheduled Closing Date, Seller Ardagh shall prepare, or cause to be prepared, and deliver to Purchaser NewCo and Element a statement (the “Ardagh Estimated Closing Statement”) that sets forth a good faith estimate of (i) a written schedule (the “Preliminary Closing Schedule”) setting forth in reasonable detail Seller’s good faith calculation amount of the Closing Cash Payment and good faith estimates Indebtedness of the following components thereof: (A) Net Working Capital Ardagh Purchased Entities (the “Estimated Net Working Capital”), (B) Closing Indebtedness (the “Estimated Ardagh Closing Indebtedness”), and (Cii) the Transaction Expenses Closing Cash of the Ardagh Purchased Entities (the “Estimated Transaction ExpensesArdagh Closing Cash”), and (iiiii) a written statement (the “Preliminary Expense Statement”) setting forth in reasonable detail Seller’s good faith estimate Closing Working Capital Amount of the aggregate amount of Reimbursable Expenses as of the Closing Ardagh Purchased Entities (the “Estimated Reimbursable ExpensesArdagh Closing Working Capital Amount”)) and either the resulting Estimated Closing Working Capital Excess or Estimated Closing Working Capital Shortfall, as the case may be, in each case, together with copies of documents reasonably necessary to support Seller’s calculation of reasonable supporting documentation, and (iv) the Estimated Reimbursable Expensesresulting Ardagh Initial Adjustment. The Preliminary Ardagh Estimated Closing Schedule Statement shall be in the format set forth in the Ardagh Sample Closing Statement and prepared and calculated in accordance with the Accounting Principlesapplicable Closing Statement Methodologies. During the period beginning on the date of delivery of the Preliminary Closing Schedule and the Preliminary Expense Statement and continuing until the Closing, Seller shall provide Purchaser and its Representatives with access to the Records of Seller and to any other documents or information relating to the preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation of the amounts reflected thereon reasonably requested by Purchaser or its Representatives, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any of the amounts contained in the Preliminary Closing Schedule and/or the Preliminary Expense Statement have not been calculated in good faith or in a manner consistent with the terms of this Agreement by delivering to Seller a written notice of its disagreement at least Until two (2) Business Days prior to the anticipated Closing Date (the “Purchaser’s Notice of Disagreement”)Date, specifying in reasonable detail the nature of its objections to Seller’s estimates. Seller Element may propose, and Purchaser Ardagh shall consider in good faith but shall seek have no obligation to resolve in writing any objections set forth in Purchaser’s Notice of Disagreement prior to the Closingagree, and Seller shall make such revisions to the disputed items as may Ardagh Estimated Closing Statement. Unless Ardagh agrees to any such changes (in which case, the Ardagh Estimated Closing Statement shall be mutually agreed between Seller and Purchaser; providedupdated to reflect such changes), that if and to the extent that Purchaser and Seller have not resolved all such differences Ardagh Estimated Closing Statement delivered by the close of business on the Business Day prior to the anticipated Closing Date, then the Closing will proceed and Seller and Purchaser Ardagh shall use the applicable amount or calculation proposed by Seller with respect to the Preliminary Closing Schedule and/or the Preliminary Expense Statement, as applicable, be used for purposes of calculating the Ardagh Initial Adjustment. (b) At least five (5) Business Days prior to the scheduled Closing Date, Element shall deliver to NewCo and Ardagh a statement (the “Element Estimated Closing Statement”) that sets forth a good faith estimate of (i) the amount of the Closing Indebtedness of the Exal Purchased Entities (the “Estimated Exal Closing Indebtedness”), (ii) the Closing Cash Paymentof the Exal Purchased Entities (the “Estimated Exal Closing Cash”), (iii) the Closing Working Capital Amount of the Exal Purchased Entities (the “Estimated Exal Closing Working Capital Amount”) and either the resulting Estimated Closing Working Capital Excess or Estimated Closing Working Capital Shortfall, as the case may be, in each case, together with reasonable supporting documentation, and (iv) the resulting Element Initial Adjustment. For The Element Estimated Closing Statement shall be in the avoidance of doubt, any failure of Purchaser to raise any objection or dispute format set forth in the Element Sample Closing Statement and prepared and calculated in accordance with respect the applicable Closing Statement Methodologies. Until two (2) Business Days prior to the Preliminary Closing Schedule Date, Ardagh may propose, and Element shall consider in good faith but shall have no obligation to agree, revisions to the Preliminary Expense Element Estimated Closing Statement. Unless Element agrees to any such changes (in which case, the Element Estimated Closing Statement shall not in any way prejudice Purchaser’s right be updated to raise any matter in reflect such changes), the Final Element Estimated Closing ScheduleStatement delivered by Element shall be used for purposes of calculating the Element Initial Adjustment.

Pre-Closing Estimates. At least five (5) two Business Days prior to the Closing Date, Seller the Company shall prepare, or cause to be prepared, and deliver to Purchaser Parent a statement setting forth the calculation of an estimate as of 11:59 p.m., Central Daylight Time, on the Closing Date of (i) a written schedule (the “Preliminary Closing Schedule”) setting forth in reasonable detail Seller’s good faith calculation of the Closing Cash Payment and good faith estimates of the following components thereof: (A) Net Working Capital (the “Estimated Closing Net Working Capital”), (Bii) Closing the Indebtedness (the “Estimated Closing Indebtedness”), and (Ciii) the Transaction Expenses Net Taxes Payable (the “Estimated Net Taxes Payable”) and (iv) the Company Transaction ExpensesExpenses (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 Four Million Five Hundred Thousand Dollars (ii$4,500,000) a written statement (the “Preliminary Expense Statement”Target Net Working Capital” ), then the Initial Merger Consideration payable at the Closing pursuant to Sections 1.4 and 1.9(b) setting forth 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 reasonable detail Seller’s good faith estimate of no event shall the aggregate amount of Reimbursable Expenses as of the Closing such increase exceed Twelve Million Dollars ($12,000,000) (the “Estimated Reimbursable ExpensesWorking Capital Adjustment Amount”), together with copies of documents reasonably necessary to support Seller’s calculation of . If the Estimated Reimbursable ExpensesClosing Net Working Capital is less than the Target Net Working Capital, then the Initial Merger Consideration payable at the Closing pursuant to Sections 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. The Preliminary Initial Merger Consideration payable at the Closing Schedule pursuant to Sections 1.4 and 1.9(b) shall also be prepared in accordance with the Accounting Principles. During the period beginning on the date of delivery of the Preliminary Closing Schedule and the Preliminary Expense Statement and continuing until the Closing, Seller shall provide Purchaser and its Representatives with access reduced by an amount equal to the Records of Seller and to any other documents or information relating to Estimated Indebtedness, if any. In addition, if the preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation of the amounts reflected thereon reasonably requested by Purchaser or its Representatives, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any of the amounts contained in the Preliminary Closing Schedule and/or the Preliminary Expense Statement have not been calculated in good faith or in a manner consistent with the terms of this Agreement by delivering to Seller a written notice of its disagreement at least two Estimated Net Taxes Payable is greater than Two Hundred Fifty Thousand Dollars (2$250,000) Business Days prior to the anticipated Closing Date (the “Purchaser’s Notice of Disagreement”Target Net Taxes Payable” ), specifying in reasonable detail the nature of its objections to Seller’s estimates. Seller and Purchaser in good faith shall seek to resolve in writing any objections set forth in Purchaser’s Notice of Disagreement prior to the Closing, and Seller shall make such revisions to the disputed items as may be mutually agreed between Seller and Purchaser; provided, that if and to the extent that Purchaser and Seller have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, then the Initial Merger Consideration payable at the Closing will proceed pursuant to Sections 1.4 and Seller and Purchaser 1.9(b) shall use the applicable also be reduced by an amount or calculation proposed by Seller with respect equal to the Preliminary Closing Schedule and/or amount by which the Preliminary Expense StatementEstimated 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, as applicable, for purposes of calculating the Closing Cash Payment. For the avoidance of doubt, any failure of Purchaser to raise any objection or dispute with respect no adjustment will be made to the Preliminary Closing Schedule and the Preliminary Expense Statement shall not in any way prejudice Purchaser’s right to raise any matter in the Final Closing ScheduleInitial Merger Consideration for Estimated Net Taxes Payable.

Pre-Closing Estimates. At Not more than ten (10) Business Days and at least five (5) Business Days prior to the scheduled Closing Date, Seller the Company shall prepare, or cause to be prepared, and deliver to Purchaser Buyer a statement (the “Closing Statement”) certified by the chief financial officer of the Company as setting forth the Company’s good faith estimate of each of (i) a written schedule (the “Preliminary Closing Schedule”) setting forth in reasonable detail Seller’s good faith calculation of the Closing Cash Payment and good faith estimates of the following components thereof: (A) Net Working Capital (the “Estimated Closing Net Working Capital”), (Bii) the Company Cash as of 11:59 p.m. on the day immediately preceding the Closing Indebtedness Date (the “Estimated Closing Cash”), (iii) the Company Indebtedness as of immediately prior to Closing (the “Estimated Closing Company Indebtedness”), and (Civ) the unpaid Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”), and (iiv) a written statement (the “Preliminary Expense Statement”) setting forth in reasonable detail Seller’s good faith estimate of the aggregate amount of Reimbursable Expenses as of the resulting Closing (the “Estimated Reimbursable Expenses”)Adjusted Cash Component, together with copies reasonable supporting documentation showing the manner of documents reasonably necessary to support Seller’s calculation for each of the Estimated Reimbursable Expensesamounts set forth therein. The Preliminary Company shall determine any item constituting the Estimated Closing Schedule shall be prepared Net Working Capital, Estimated Closing Cash, Estimated Closing Company Indebtedness and Estimated Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Principles. During Standards, the period beginning on the date of delivery of the Preliminary Closing Schedule Sample Net Working Capital and the Preliminary Expense definitions set forth herein. Buyer shall be entitled to comment on and request reasonable changes to the Closing Statement and continuing until the Closing, Seller Sellers’ Representative shall provide Purchaser and its Representatives with access to the Records of Seller and to any other documents or information relating to the preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation of the amounts reflected thereon reasonably requested by Purchaser or its Representatives, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any of the amounts contained in the Preliminary Closing Schedule and/or the Preliminary Expense Statement have not been calculated consider in good faith or in a manner consistent any changes Buyer proposes to the Closing Statement and revise such statement if, based on its good faith assessment, such changes are warranted. The Company will deliver to Buyer the Closing Consideration Schedule concurrently with the terms of this Agreement by delivering to Seller a written notice of its disagreement at least two (2) Business Days prior to the anticipated Closing Date (the “Purchaser’s Notice of Disagreement”), specifying in reasonable detail the nature of its objections to Seller’s estimates. Seller and Purchaser in good faith shall seek to resolve in writing any objections set forth in Purchaser’s Notice of Disagreement prior to the Closing, and Seller shall make such revisions to the disputed items as may be mutually agreed between Seller and Purchaser; provided, that if and to the extent that Purchaser and Seller have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, then the Closing will proceed and Seller and Purchaser shall use the applicable amount or calculation proposed by Seller with respect to the Preliminary Closing Schedule and/or the Preliminary Expense Statement, as applicable, for purposes of calculating the Closing Cash Payment. For the avoidance of doubt, any failure of Purchaser to raise any objection or dispute with respect to the Preliminary Closing Schedule and the Preliminary Expense Statement shall not in any way prejudice Purchaser’s right to raise any matter in the Final Closing Schedule.

Pre-Closing Estimates. At least five (5) three Business Days prior to the Closing Date, Seller the Company shall prepare, or cause to be prepared, and deliver to Purchaser Parent a statement (i) a written schedule (such statement being, the “Preliminary Closing ScheduleGood Faith Statement”) setting forth in reasonable detail Seller’s with a reasonable, good faith calculation of an estimate as of the Closing Cash Payment and good faith estimates Date of (i) the following components thereof: (A) Closing Net Working Capital (the “Estimated Closing Net Working Capital”), ) calculated in accordance with Section 1.11(a) and (Bii) Closing the Indebtedness (the “Estimated Closing 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 (C) any objection to be reasonable and in good faith. If the Transaction Expenses Estimated Closing Net Working Capital exceeds negative $10,300,000 (the “Estimated Transaction Expenses”), and (ii) a written statement (the “Preliminary Expense StatementTarget Net Working Capital”) setting forth in reasonable detail Seller’s good faith estimate of the aggregate amount of Reimbursable Expenses as of the Closing (the “Estimated Reimbursable Expenses”i.e., is a positive number or is between $0 and negative $10,300,000), together with copies of documents reasonably necessary to support Seller’s calculation of the Estimated Reimbursable Expenses. The Preliminary Closing Schedule shall be prepared in accordance with the Accounting Principles. During the period beginning on the date of delivery of the Preliminary Closing Schedule and the Preliminary Expense Statement and continuing until the Closing, Seller shall provide Purchaser and its Representatives with access to the Records of Seller and to any other documents or information relating to the preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation of the amounts reflected thereon reasonably requested by Purchaser or its Representatives, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any of the amounts contained in the Preliminary Closing Schedule and/or the Preliminary Expense Statement have not been calculated in good faith or in a manner consistent with the terms of this Agreement by delivering to Seller a written notice of its disagreement at least two (2) Business Days prior to the anticipated Closing Date (the “Purchaser’s Notice of Disagreement”), specifying in reasonable detail the nature of its objections to Seller’s estimates. Seller and Purchaser in good faith shall seek to resolve in writing any objections set forth in Purchaser’s Notice of Disagreement prior to the Closing, and Seller shall make such revisions to the disputed items as may be mutually agreed between Seller and Purchaser; provided, that if and to the extent that Purchaser and Seller have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, then the Initial Cash Merger Consideration payable at the Closing will proceed and Seller and Purchaser pursuant to Section 1.10(a) shall use the applicable be increased by an amount or calculation proposed by Seller with respect equal to the Preliminary amount by which the Estimated Closing Schedule and/or Net Working Capital exceeds the Preliminary Expense StatementTarget 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., as applicableis a negative number greater than negative $10,300,000), for purposes of calculating then the Initial Cash Merger Consideration payable at the Closing Cash Payment. For the avoidance of doubt, any failure of Purchaser pursuant to raise any objection or dispute with respect Section 1.10(a) shall be reduced by an amount equal to the Preliminary amount by which the Target Net Working Capital exceeds the Estimated Closing Schedule 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 Preliminary Expense Statement shall not in any way prejudice Purchaser’s right to raise any matter in the Final Closing ScheduleEstimated Indebtedness.

Pre-Closing Estimates. At least five (5) two Business Days prior to the Closing Date, Seller the Company or the Representative shall prepare, or cause to be prepared, and deliver to Purchaser Parent a statement setting forth the calculation of an estimate as of the Closing Date of (i) a written schedule the Closing Net Working Capital (the “Preliminary Estimated Closing ScheduleNet Working Capital”), (ii) setting forth 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 detail Sellermanner and in accordance with GAAP consistently applied, and shall have been approved by the Company’s good faith calculation Chief Executive Officer and Chief Financial Officer. Parent shall have reasonable access to copies of the Closing Cash Payment and good faith estimates working papers of the following components thereof: 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 is less than negative two million dollars (A$(2,000,000)) (the “Target Net Working Capital”), then the Initial Merger Consideration payable at the Closing pursuant to Sections 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 (the “Estimated Net Working CapitalCapital Shortfall”), (B) Closing Indebtedness (the “Estimated Closing Indebtedness”), and (C) the Transaction Expenses (the “Estimated Transaction Expenses”), and (ii) a written statement (the “Preliminary Expense Statement”) setting forth in reasonable detail Seller’s good faith estimate of the aggregate amount of Reimbursable Expenses as of . The Initial Merger Consideration payable at the Closing (the “Estimated Reimbursable Expenses”), together with copies of documents reasonably necessary pursuant to support Seller’s calculation of Sections 1.4 and 1.9(b) shall also be reduced by an amount equal to the Estimated Reimbursable ExpensesIndebtedness, if any. The Preliminary Initial Merger Consideration payable at the Closing Schedule pursuant to Sections 1.4 and 1.9(b) shall also be prepared in accordance with the Accounting Principles. During the period beginning on the date of delivery of the Preliminary Closing Schedule and the Preliminary Expense Statement and continuing until the Closing, Seller shall provide Purchaser and its Representatives with access increased by an amount equal to the Records of Seller and to any other documents or information relating to the preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation of the amounts reflected thereon reasonably requested by Purchaser or its RepresentativesEstimated Cash, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any of the amounts contained in the Preliminary Closing Schedule and/or the Preliminary Expense Statement have not been calculated in good faith or in a manner consistent with the terms of this Agreement by delivering to Seller a written notice of its disagreement at least two (2) Business Days prior to the anticipated Closing Date (the “Purchaser’s Notice of Disagreement”), specifying in reasonable detail the nature of its objections to Seller’s estimates. Seller and Purchaser in good faith shall seek to resolve in writing any objections set forth in Purchaser’s Notice of Disagreement prior to the Closing, and Seller shall make such revisions to the disputed items as may be mutually agreed between Seller and Purchaser; provided, that if and to the extent that Purchaser and Seller have not resolved all such differences by the close of business on the Business Day prior to the anticipated Closing Date, then the Closing will proceed and Seller and Purchaser shall use the applicable amount or calculation proposed by Seller with respect to the Preliminary Closing Schedule and/or the Preliminary Expense Statement, as applicable, for purposes of calculating the Closing Cash Payment. For the avoidance of doubt, any failure of Purchaser to raise any objection or dispute with respect to the Preliminary Closing Schedule and the Preliminary Expense Statement shall not in any way prejudice Purchaser’s right to raise any matter in the Final Closing Scheduleany.