Common use of Pre Closing Matters Clause in Contracts

Pre Closing Matters. (a) At least five (5) Business Days prior to the Closing, the Seller Representative shall deliver to Purchaser a written schedule (the “Closing Statement”) setting forth (i) the Seller Representative’s calculation, together with reasonable supporting detail, of the Closing Consideration, and (ii) the Seller Representative’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser of the Seller Transaction Expenses, along with instructions for payment of such expenses by Purchaser as of the Closing. Purchaser shall be entitled to review the Closing Statement and the Seller Representative will cooperate promptly and reasonably with Purchaser to revise the Closing Statement to the extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”. (b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption (the “Final Purchaser Trust Amount”) and (ii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the Closing. The Seller Representative shall be entitled to review the Purchaser Closing Statement and Purchaser will cooperate reasonably with the Seller Representative to revise the Purchaser Closing Statement to the extent necessary to reflect any of the Seller Representative’s reasonable comments. Following such review, if the Purchaser Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”.

Pre Closing Matters. (a) At least five two (52) Business Days prior to the Closing, the Seller Representative shall deliver to Purchaser a written schedule (prepared in accordance with the “Closing Statement”) Accounting Principles setting forth (i) the Seller RepresentativeSeller’s calculationgood faith estimate, together with reasonable supporting detail, detail of the Closing Consideration, its estimated Net Working Capital and (ii) the Seller RepresentativeSeller’s good-good faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser of the Seller Transaction Expenses, along with instructions for payment of such expenses by Purchaser as of the Closing. Purchaser shall be entitled to review the Closing Statement such written schedule and the Seller Representative will cooperate promptly and reasonably with Purchaser to revise the Closing Statement such written scheudle to the extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”. (b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption (the “Final Purchaser Trust Amount”), (ii) the Closing Share Consideration, and (iiiii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the Closing. The Seller Representative shall be entitled to review the Purchaser Closing Statement and Purchaser will cooperate reasonably with the Seller Representative to revise the Purchaser Closing Statement to the extent necessary to reflect any of the Seller RepresentativeSeller’s reasonable comments. Following such review, if the Purchaser Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”.

Pre Closing Matters. (a) At least five (5) Business Days prior to the Closing, the Seller Representative shall deliver to Purchaser a written schedule its good faith estimates of (A) the amount of Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid to Seller at the Closing plus any Indebtedness incurred on the Closing Date prior to the Merger that remains outstanding immediately after the Closing (the “"Estimated Closing Statement”Indebtedness") setting forth (i) which Estimated Closing Indebtedness shall include the Seller Representative’s calculation, together with reasonable supporting detail, estimated amount of the U.K. Loans and the Esterhazy Loan as of the Closing ConsiderationDate (which estimated amounts shall be separately set forth), (B) the Net Working Capital Amount at Closing (the "Estimated Closing Net Working Capital Amount"), (C) the amount of the Retention Bonuses to be transferred to the Senior Executive Plan plus the amount of the Retention Bonuses that will not be rolled-over into the Senior Executive Plan (such sum being referred to as the "Estimated Retention Bonuses"), (D) the amount of the Sales Bonuses (the "Estimated Sales Bonuses"), (E) the Net Canadian Holdback Amount, (F) the Estimated U.K. Funding Amount, and (iiG) the Seller Representative’s good-faith calculationamount of the Net Interim Period Adjustment Amount (the "Estimated Net Interim Period Adjustment Amount") (which estimates shall set forth, for the Interim Period and the Offset Period, if any, the estimates of the Interim Period EBITDA, the Interim Period Capital Expenditures, the Interim Period Interest Adjustment Amount, the Interim Period Taxes and the Interim Period Adjustment Amounts) together with reasonable supporting detail, including all invoices or similar documentation accounting for a reasonably detailed computation of such costs, estimates which shall be computed in accordance with GAAP and instructions that list on a basis consistent with the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser preparation of the Seller Transaction Expenses, along with instructions for payment of such expenses by Purchaser as of the Closing. Purchaser shall be entitled to review the Closing Statement and the Seller Representative will cooperate promptly and reasonably with Purchaser to revise the Closing Statement to the extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”. (b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption (the “Final Purchaser Trust Amount”) and (ii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the ClosingCompany Financial Statements. The Seller Representative shall be entitled will prepare in good faith and deliver to review the Purchaser Closing Statement and Purchaser will cooperate each of the estimated amounts set forth in clauses (A) -(G) above as soon as reasonably with the Seller Representative to revise practicable following a request from the Purchaser Closing Statement to the extent necessary to reflect any and an indication of the Seller Representative’s reasonable comments. Following such review, if the Purchaser anticipated Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”Date.

Pre Closing Matters. (a) At least five three (53) Business Days prior to the Closing, the Seller Stockholders’ Representative shall deliver to Purchaser Parent a written schedule (as revised in accordance with this section, the “Closing Statement”) setting forth (i) the Seller Representative’s calculation, together with reasonable supporting detail, of the Closing Consideration, and (ii) the Seller Stockholders’ Representative’s good-faith calculation, together with reasonable supporting detail, of the Closing Merger Consideration and the components thereof, including all invoices or similar documentation accounting for such costs(A) Cash (the “Estimated Cash”), (B) Outstanding Indebtedness, which estimate shall in any event include any amounts to be paid by Parent in accordance with Section 7.16 (the “Estimated Outstanding Indebtedness”), (C) the Net Working Capital (the “Estimated Net Working Capital”), and instructions that list (E) the applicable bank accounts designated and Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (ii) wire instructions therefor for any payment of cash consideration to facilitate payment the Stockholders’ Representative, and (iii) the accounts to which any Parent Common Stock issuable to the Stockholders’ Representative is to be delivered. The Closing Statement shall also include a certificate signed by Purchaser an authorized officer of the Seller Transaction ExpensesStockholders’ Representative, along with instructions for payment of solely in such expenses by Purchaser as capacity and not in his personal capacity, certifying in writing that it has been prepared in good faith using the latest available financial information of the ClosingCompany and its Subsidiaries. Purchaser Parent shall be entitled to review the Closing Statement Statement. The Company will reasonably cooperate with Parent in the review of the Closing Statement, including providing Parent and its Representatives with reasonable access to the Seller Representative relevant books, records and employees of the Company and its Subsidiaries for Parent to review the Closing Statement. The Company will cooperate promptly consider in good faith any of Parent’s reasonable comments and reasonably with Purchaser may (but shall not be required to) make changes to revise the Closing Statement to implement such comments in whole or in part, in which case such revised Closing Statement shall be the extent necessary final Closing Statement; provided that such review by Parent and any resulting changes to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised shall not modify the date on which Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed occur pursuant to be the final “Closing Statement”Section 2.01. (b) At least two (2) Business Days prior to the Closing, Purchaser Parent shall notify the Seller Stockholders’ Representative in writing (of the “Purchaser Closing Statement”) of (i) the Purchaser Parent Trust Amount upon conclusion of the Purchaser Share Redemption Offer, as may have been reduced by reasonable withdrawals of interest thereon to pay Taxes in connection therewith (the “Final Purchaser Parent Trust Amount”) and (ii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the Closing. The Seller Representative shall be entitled to review the Purchaser Closing Statement and Purchaser will cooperate reasonably with the Seller Representative to revise the Purchaser Closing Statement to the extent necessary to reflect any of the Seller Representative’s reasonable comments. Following such review, if the Purchaser Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”).

Pre Closing Matters. (ai) At least five Seller shall cause any tax-sharing agreements, tax indemnity agreements, tax allocation agreements, or similar agreements with respect to any P&P Entity, and any power of attorney with respect to Tax matters of any P&P Entity, to be terminated on or prior to the Closing Date so that from and after the Closing Date the P&P Entities shall not be bound thereby nor have any liability thereunder. (5ii) Business Days No material new elections with respect to Taxes nor any material changes in current elections with respect to Taxes affecting any P&P Entity shall be made after the Effective Date without the prior written consent of Purchasers. (iii) Prior to Closing, Seller shall provide Purchasers with a clearance certificate or similar document that may be required by any state taxing authority in order to relieve Purchasers of (A) any obligation to withhold any portion of the Purchase Price with respect to any of the P&P Entities and (B) any potential bulk sales tax liability. (iv) Seller shall deliver to Purchasers at Closing a "Certificate of Nonforeign Status" under section 1445 of the Code in a form reasonably satisfactory to Purchasers. (v) Each Partnership Entity has or will have an election under section 754 of the Code in effect for the tax year that includes the Closing Date. The tax matters partner for each Partnership Entity shall resign effective on or before the Closing Date. (vi) Seller shall reasonably cooperate with Purchasers with respect to structure matters relating to Tax efficiencies prior to Closing. (vii) Prior to the Closing, Seller shall pay all Non-Income Taxes of each P&P Entity no later than the last date on which such Non-Income Taxes are due and payable. (viii) Seller Representative shall deliver not be obligated to Purchaser a written schedule (make any indemnification payments to Purchasers under Section 9.5(d) unless and until the “Closing Statement”) setting forth (i) the Seller Representative’s calculation, together with reasonable supporting detail, amount of unpaid Taxes not accrued as of the Closing ConsiderationDate on a consolidated balance sheet for the Purchased Entities prepared in a manner consistent with the balance sheets for the Purchased Entities as at the Balance Sheet Date that are included in the Financial Statements equals $400,000 in the aggregate, and (ii) the Seller Representative’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser of the Seller Transaction Expenses, along with instructions for payment of such expenses by Purchaser as of the Closing. Purchaser in which event Purchasers shall be entitled to review the Closing Statement and the Seller Representative will cooperate promptly and reasonably with Purchaser to revise the Closing Statement to the extent necessary to reflect any indemnification for 50% of Purchaser’s reasonable comments. Following all unpaid Taxes in excess of such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”amount. (b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption (the “Final Purchaser Trust Amount”) and (ii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the Closing. The Seller Representative shall be entitled to review the Purchaser Closing Statement and Purchaser will cooperate reasonably with the Seller Representative to revise the Purchaser Closing Statement to the extent necessary to reflect any of the Seller Representative’s reasonable comments. Following such review, if the Purchaser Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”.

Pre Closing Matters. (a) At least five (5) Business Days prior to the Closing, the Seller Representative shall deliver to Purchaser a written schedule (the “Closing Statement”) prepared in accordance with the Accounting Principles setting forth (i) the Seller RepresentativeSeller’s calculationgood-faith estimate, together with reasonable supporting detail, of the Closing Consideration (the “Estimated Closing Consideration”), and the components thereof, including, estimated Net Working Capital (the “Estimated Net Working Capital”), and (ii) the Seller RepresentativeSeller’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser of the Seller Transaction Expenses, along with instructions for payment of such expenses by Purchaser as of the Closing. The Closing Statement shall also include a certificate signed by an authorized officer of Seller certifying in writing that it has been prepared in good faith using the latest available financial information of the Target Companies. Purchaser shall be entitled to review the Closing Statement and the Seller Representative will cooperate promptly and reasonably with Purchaser to revise the Closing Statement to the extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”. (b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption (the “Final Purchaser Trust Amount”), (ii) the Closing Share Consideration, and (iiiii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the Closing. The Seller Representative shall be entitled to review the Purchaser Closing Statement and Purchaser will cooperate reasonably with the Seller Representative to revise the Purchaser Closing Statement to the extent necessary to reflect any of the Seller RepresentativeSeller’s reasonable comments. Following such review, if the Purchaser Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”. (c) At least three (3) Business Days prior to the Closing, Seller shall deliver to the Dutch Notary: (i) the shareholders’ register of Unisun Energy Holding B.V., (ii) powers of attorney duly executed on behalf of Seller and Unisun Energy Holding B.V. (with a copy to Purchaser), respectively, and, as and where required by the Dutch Notary, legalized and apostilled, in each case authorizing the Dutch Notary (and each other (deputy) civil law notary and employee associated with Xxxxxx & Xxxxx N.

Pre Closing Matters. (a) At least five (5) Business Days prior to the Closing, the Seller Representative DV shall deliver to Purchaser Goal a written schedule (the “Closing Statement”) setting forth (i) the Seller RepresentativeDV’s calculation, together with reasonable supporting detail, of the Closing Consideration, and (ii) the Seller RepresentativeDV’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser Goal of the Seller DV Transaction Expenses, along with instructions for payment of such expenses by Purchaser Goal as of the Closing. Purchaser Goal shall be entitled to review the Closing Statement and the Seller Representative DV will cooperate promptly and reasonably with Purchaser Goal to revise the Closing Statement to the extent necessary to reflect any of PurchaserGoal’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”. (b) At least two (2) Business Days prior to the Closing, Purchaser Goal shall notify the Seller Representative DV in writing (the “Purchaser Goal Closing Statement”) of (i) the Purchaser Goal Trust Amount upon conclusion of the Purchaser Goal Share Redemption (the “Final Purchaser Goal Trust Amount”) and (ii) PurchaserGoal’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser Goal of the Purchaser Goal Transaction Expenses, along with details about which such expenses shall be paid out as of the Closing. The Seller Representative DV shall be entitled to review the Purchaser Goal Closing Statement and Purchaser Goal will cooperate reasonably with the Seller Representative DV to revise the Purchaser Goal Closing Statement to the extent necessary to reflect any of the Seller RepresentativeDV’s reasonable comments. Following such review, if the Purchaser Goal Closing Statement is revised, such revised Purchaser Goal Closing Statement, or if the Purchaser Goal Closing Statement is not revised, then the initial Purchaser Goal Closing Statement, shall be deemed to be the final “Purchaser Goal Closing Statement”.

Pre Closing Matters. (a) At least Preliminary Net Working Capital Adjustment. No later than twenty (20) calendar days before the Closing Date, SPC shall prepare and deliver to Acquiror and to the Stockholders’ Representative an unaudited balance sheet, prepared in good faith in accordance with GAAP on a basis consistent with preparation of SPC’s audited financial statements for the year ended December 31, 2004, estimated as of the Closing, pro forma as to, and giving effect for, any transactions or operations previously occurring or anticipated to occur subsequent to its preparation and on or before the Effective Time, along with the computation by SPC of the Net Working Capital as reflected in such balance sheet (the “Preliminary Net Working Capital”), with such computation to be in the form of the sample calculation set forth in Schedule 2.8(a). Absent an objection of Acquiror, delivered no later than five (5) Business Days calendar days prior to the Closing, as to such estimated balance sheet and SPC’s computation of the Seller Representative Preliminary Net Working Capital, such estimate by SPC of the Preliminary Net Working Capital shall deliver be used solely to Purchaser a written schedule (effectuate the “Closing Statement”) setting forth (i) the Seller Representative’s calculation, together with reasonable supporting detail, and for calculation of the Closing ConsiderationMerger Payment. Any objection by Acquiror shall be made in good faith and be based on reasonable assumptions on specific facts and circumstances. Should Acquiror issue such an objection, it shall provide in writing its proposed adjustment to the estimated balance sheet prepared by SPC and computation of the Preliminary Net Working Capital and such Acquiror-adjusted amount shall be considered the Preliminary Net Working Capital solely to effectuate the Closing and for calculation of the Closing Merger Payment. The “Preliminary Net Working Capital Adjustment Amount” shall mean the Preliminary Net Working Capital (so determined above) less the Net Working Capital Target Amount. If the Preliminary Net Working Capital Adjustment Amount is a positive number, it shall be added to the sub-items comprising the Closing Merger Payment calculated in Section 2.9(b)(1), and (ii) if the Seller Representative’s good-faith calculationPreliminary Net Working Capital Adjustment Amount is a negative number, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser of the Seller Transaction Expenses, along with instructions for payment of such expenses by Purchaser as of the Closing. Purchaser it shall be entitled subtracted from such sub-items. Should Acquiror issue an objection as described above, the excess of SPC’s computation of Preliminary Net Working Capital over the Preliminary Net Working Capital used to review compute the Closing Statement and the Seller Representative will cooperate promptly and reasonably with Purchaser to revise the Closing Statement to the extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”. (b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption (the “Final Purchaser Trust Amount”) and (ii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses Merger Payment shall be paid out by Acquiror at Closing into the Escrow Account pursuant to Section 2.9 and is referred to herein as of the Closing. The Seller Representative shall be entitled to review the Purchaser Closing Statement and Purchaser will cooperate reasonably with the Seller Representative to revise the Purchaser Closing Statement to the extent necessary to reflect any of the Seller Representative’s reasonable comments. Following such review, if the Purchaser Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing StatementNet Working Capital Escrow Amount.”.

Pre Closing Matters. (a) At least five (5) Business Days prior ------------------- to the Closing, the Seller Representative shall deliver to Purchaser a written schedule its good faith estimates of (A) the amount of Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid to Seller at the Closing plus any Indebtedness incurred on the Closing Date prior to the Merger that remains outstanding immediately after the Closing (the “"Estimated Closing Statement”Indebtedness") setting forth (i) which Estimated Closing Indebtedness shall include the Seller Representative’s calculation, together with reasonable supporting detail, estimated amount of the U.K. Loans and the Esterhazy Loan as of the Closing ConsiderationDate (which estimated amounts shall be separately set forth), (B) the Net Working Capital Amount at Closing (the "Estimated Closing Net Working Capital Amount"), (C) the amount of the Retention Bonuses to be transferred to the Senior Executive Plan plus the amount of the Retention Bonuses that will not be rolled-over into the Senior Executive Plan (such sum being referred to as the "Estimated Retention Bonuses"), (D) the amount of the Sales Bonuses (the "Estimated Sales Bonuses"), (E) the Net Canadian Holdback Amount, (F) the Estimated U.K. Funding Amount, and (iiG) the Seller Representative’s good-faith calculationamount of the Net Interim Period Adjustment Amount (the "Estimated Net Interim Period Adjustment Amount") (which estimates shall set forth, for the Interim Period and the Offset Period, if any, the estimates of the Interim Period EBITDA, the Interim Period Capital Expenditures, the Interim Period Interest Adjustment Amount, the Interim Period Taxes and the Interim Period Adjustment Amounts) together with reasonable supporting detail, including all invoices or similar documentation accounting for a reasonably detailed computation of such costs, estimates which shall be computed in accordance with GAAP and instructions that list on a basis consistent with the applicable bank accounts designated and wire instructions therefor to facilitate payment by Purchaser preparation of the Seller Transaction Expenses, along with instructions for payment of such expenses by Purchaser as of the Closing. Purchaser shall be entitled to review the Closing Statement and the Seller Representative will cooperate promptly and reasonably with Purchaser to revise the Closing Statement to the extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”. (b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption (the “Final Purchaser Trust Amount”) and (ii) Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the ClosingCompany Financial Statements. The Seller Representative shall be entitled will prepare in good faith and deliver to review the Purchaser Closing Statement and Purchaser will cooperate each of the estimated amounts set forth in clauses (A) - (G) above as soon as reasonably with the Seller Representative to revise practicable following a request from the Purchaser Closing Statement to the extent necessary to reflect any and an indication of the Seller Representative’s reasonable comments. Following such review, if the Purchaser anticipated Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”Date.

Pre Closing Matters. (a) At least five four (54) Business Days prior to the Closing, the Seller Shareholders’ Representative shall deliver to Purchaser a written schedule (the “Closing Statement”) prepared in accordance with the Accounting Principles setting forth (i) the Seller Shareholders’ Representative’s calculationgood-faith estimate, together with reasonable supporting detail, of the Closing Consideration (the “Estimated Closing Consideration”), and the components thereof, including, as applicable, (A) estimated Company Cash (the “Estimated Company Cash”), (B) estimated Outstanding Indebtedness (the “Estimated Outstanding Indebtedness”), and (C) estimated Net Working Capital (the “Estimated Net Working Capital”), (ii) the Seller Shareholders’ Representative’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment or reimbursement by Purchaser of the Seller Company Transaction Expenses (the “Estimated Company Transaction Expenses”), along with instructions for payment of such expenses by Purchaser as of the Closing, (iii) wire instructions for any payment of cash consideration to IWM, Highlander and the Optionholders (subject to Section 2.12), and (iv) the accounts to which the IWM Share Consideration, the Closing Highlander Share Consideration and the Closing Optionholder Share Consideration issuable to IWM, Highlander and the Optionholders (subject to Section 2.12), respectively, at the Closing, are to be delivered. The Closing Statement shall also include a certificate signed by an authorized officer of the Shareholders’ Representative, solely in such capacity and not in his personal capacity, certifying in writing that it has been prepared in good faith using the latest available financial information of the Target Companies. Purchaser shall be entitled to review the Closing Statement and the Seller Representative Target Companies will cooperate promptly and reasonably with Purchaser to revise the Closing Statement to the extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the Closing Statement is revised, then such revised Closing Statement, or if the Closing Statement is not revised, then the initial Closing Statement, shall be deemed to be the final “Closing Statement”” . (b) At least two (2) Business Days prior to the Closing, Purchaser shall notify the Seller Shareholders’ Representative in writing (the “Purchaser Closing Statement”) of (i) the Purchaser Trust Amount upon conclusion of the Purchaser Share Redemption Offer (the “Final Purchaser Trust Amount”) and ), (ii) the amount of the Closing IWM Cash Consideration, the Closing Highlander Cash Consideration and the Closing Optionholder Cash Consideration, (iii) the number of shares of the Closing IWM Share Consideration, the Closing Highlander Share Consideration and the Closing Optionholder Share Consideration, and (iv) the Purchaser’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated to facilitate payment by Purchaser of the Purchaser Transaction Expenses, along with details about which such expenses shall be paid out as of the Closing. The Seller Shareholders’ Representative shall be entitled to review the Purchaser Closing Statement and Purchaser will cooperate reasonably with the Seller Shareholders’ Representative to revise the Purchaser Closing Statement to the extent necessary to reflect any of the Seller Shareholders’ Representative’s reasonable comments. Following such review, if the Purchaser Closing Statement is revised, such revised Purchaser Closing Statement, or if the Purchaser Closing Statement is not revised, then the initial Purchaser Closing Statement, shall be deemed to be the final “Purchaser Closing Statement”.” ..