Common use of Pre-Closing Purchase Price Adjustment Clause in Contracts

Pre-Closing Purchase Price Adjustment. Not less than three (3) Business Days prior to the Closing Date, an authorized officer of the Company shall provide to Parent a written statement containing (i) a balance sheet of the Company and its Subsidiaries as of the Effective Time (the “Estimated Closing Balance Sheet”) and, based thereon, the Company’s good faith estimate of (A) the Cash (the “Estimated Cash”), (B) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (C) Net Working Capital (the “Estimated Net Working Capital”), and (D) the Transaction Expenses as of immediately prior to the Effective Time (the “Estimated Transaction Expenses”), and (ii) after taking into account the determinations set forth in clause (i) hereof, the calculation of the Estimated Purchase Price. In preparing the Estimated Closing Balance Sheet and the calculation of the Estimated Purchase Price, all terms of an accounting or financial nature shall (a) be based exclusively on the facts and circumstances as they existed as of immediately prior to the Effective Time and shall exclude the effects of the Transactions, (b) be construed in accordance with GAAP (as modified by the Historical Accounting Practices), applied consistently with the Financial Statements, as modified by (c) the accounting policies and procedures and methodology set forth or reflected in Annex II (collectively, the “Policies and Procedures”); provided that, in the event of a conflict between clause (b) and clause (c), the Policies and Procedures shall control. In addition to the written statement provided pursuant to this Section 2.9, an authorized officer of the Company, with the approval of the Blocker Seller, shall provide to Parent a final Payment Schedule based on the Estimated Purchase Price; provided, that the Blocker Seller agrees that such consent shall not be unreasonably withheld and it shall be deemed unreasonable if Blocker Seller withholds approval of the final Payment Schedule for changes thereto that give effect to the provisions of this Agreement, the Redemption and/or the Company LLC Agreement.

Pre-Closing Purchase Price Adjustment. Not less than three The Company shall provide the Investor with a written statement (3the “Statement”) reflecting the calculation of the Closing Purchase Price including, in reasonable detail and together with such calculations, records, documents, worksheets, working papers, line item details for accounts, schedules and other data that support its good faith estimate of (i) the total Additional Capital Contribution Amount, if any, (ii) the amount of any Equity Contribution Excess, if any, (iii) the amount of any Equity Contribution Shortfall, if any, (iv) the amount of any Early Closing Time Value Adjustment, if any, and (v) the amount of any Late Closing Time Value Adjustment, if any, at least five (5) Business Days prior to the Closing Date, an authorized officer of the Company . The Statement shall provide to Parent a written statement containing (i) a balance sheet of the Company and its Subsidiaries as of the Effective Time (the “Estimated Closing Balance Sheet”) and, based thereon, the Company’s be prepared in good faith estimate of (A) the Cash (the “Estimated Cash”), (B) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (C) Net Working Capital (the “Estimated Net Working Capital”), and (D) the Transaction Expenses as of immediately prior to the Effective Time (the “Estimated Transaction Expenses”), and (ii) after taking into account the determinations set forth in clause (i) hereof, the calculation of the Estimated Purchase Price. In preparing the Estimated Closing Balance Sheet and the calculation of the Estimated Purchase Price, all terms of an accounting or financial nature shall (a) be based exclusively on the facts and circumstances as they existed as of immediately prior to the Effective Time and shall exclude the effects of the Transactions, (b) be construed in accordance with GAAP (as modified by the Historical Accounting Practices)U.S. GAAP, applied consistently with the principles, practices, procedures and methodologies set forth in the Financial Statements, as modified by (c) . After the accounting policies and procedures and methodology set forth or reflected in Annex II (collectively, Investor’s receipt of the “Policies and Procedures”); provided that, in the event of a conflict between clause (b) and clause (c), the Policies and Procedures shall control. In addition to the written statement provided Statement pursuant to this Section 2.91.2(b), the Investor shall have an authorized officer opportunity to review the Statement and, within three (3) Business Days after the Investor’s receipt of the CompanyStatement, the Investor may (but is not required to) deliver to the Parent and the Company a written report containing any corrections in such calculations that the Investor proposes, if any, together with a reasonably detailed explanation of such corrections. The Parties shall discuss and reasonably cooperate in good faith with respect to any proposed corrections to the approval of Statement and the Blocker Sellerresolution thereof. The Statement, as agreed upon in writing by the Parties, shall provide control for purposes of all payments to Parent a final Payment Schedule based on the Estimated Purchase Pricebe made at Closing; provided, that if the Blocker Seller agrees that Investor, on the one hand, and the Parent and the Company, on the other hand, do not agree in writing upon any or all of the adjustments set forth in the Statement, then the amount of such consent shall not disputed adjustment or adjustments used to calculate the payments to be unreasonably withheld and it made at Closing shall be deemed unreasonable if Blocker Seller withholds approval of that amount set forth in the final Payment Schedule for changes thereto that give effect Statement with respect to such disputed adjustment or adjustments delivered by the Company to the provisions of Investor pursuant to this Agreement, the Redemption and/or the Company LLC AgreementSection 1.2(b).

Pre-Closing Purchase Price Adjustment. Not less than At least three (3) Business Days prior to the Closing Date, an authorized officer of the Company Seller shall provide deliver to Parent Buyer a written statement containing (i) a balance sheet of the Company and its Subsidiaries as of the Effective Time (the “Estimated Closing Balance SheetStatement”) and, based thereon, setting forth Seller’s reasonably detailed calculation of the Company’s Estimated Net Purchase Price including a good faith estimate of (Ai) the amount of Cash (such estimate, the “Estimated Cash”), (Bii) the amount of Closing Indebtedness, (iii) the Seller Expenses to the extent unpaid as of (or payable upon consummation of) the Closing Date Indebtedness (such estimate, the “Estimated Closing Date IndebtednessSeller Expenses”), ) and (Civ) the Net Working Capital (such estimate, the “Estimated Net Working Capital”), in the case of Estimated Cash and (D) Estimated Working Capital, determined in accordance with the Transaction Expenses Applicable Accounting Principles, and in the case of the Estimated Working Capital, using the same methodology as is set forth in Section 1.5 of immediately prior to the Effective Time Disclosure Letter (the “Estimated Transaction ExpensesSample Methodology”)) consistently applied, except that estimates and calculations: (x) shall not include any purchase accounting or other adjustments made by Buyer in respect of its own accounting policies at the Closing (such as the preparation of an opening balance sheet) arising out of the consummation of the transactions contemplated by this Agreement and (iiy) after taking into account the determinations set forth in clause (i) hereof, the calculation of the Estimated Purchase Price. In preparing the Estimated Closing Balance Sheet and the calculation of the Estimated Purchase Price, all terms of an accounting or financial nature shall (a) be based exclusively on the underlying facts and circumstances as they existed exist at the Closing. If the Estimated Working Capital is less than the Target Working Capital, the Estimated Net Purchase Price will be reduced by the amount of such shortfall (the “Working Capital Underage”) as provided in the last sentence of immediately prior to this paragraph. If the Effective Time and shall exclude Estimated Working Capital is greater than the effects Target Working Capital, the Estimated Net Purchase Price will be increased by the amount of such excess (the Transactions“Working Capital Overage”) as provided in the last sentence of this paragraph. As used herein, “Estimated Net Purchase Price” means the Purchase Price plus (A) the Estimated Cash, plus (B) any Working Capital Overage, minus (C) the sum of (i) the Closing Indebtedness, (b) be construed in accordance with GAAP (as modified by the Historical Accounting Practices), applied consistently with the Financial Statements, as modified by (cii) the accounting policies Estimated Seller Expenses and procedures and methodology set forth or reflected in Annex II (collectively, the “Policies and Procedures”); provided that, in the event of a conflict between clause (biii) and clause (c), the Policies and Procedures shall control. In addition to the written statement provided pursuant to this Section 2.9, an authorized officer of the Company, with the approval of the Blocker Seller, shall provide to Parent a final Payment Schedule based on the Estimated Purchase Price; provided, that the Blocker Seller agrees that such consent shall not be unreasonably withheld and it shall be deemed unreasonable if Blocker Seller withholds approval of the final Payment Schedule for changes thereto that give effect to the provisions of this Agreement, the Redemption and/or the Company LLC Agreementany Working Capital Underage.