Common use of Pre-Closing Statement Clause in Contracts

Pre-Closing Statement. (i) Not fewer than three (3) Business Days prior to the anticipated Closing Date, the Transferor Parties shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth the Transferor Parties’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is more or less than Zero Dollars ($0) (the “Adjustment Amount”), determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. (ii) If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero Dollars ($0) then the Consideration payable by Parent to the Transferor Parties shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than Zero Dollars ($0), then the Consideration payable by Parent to the Transferor Parties shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.9(a) shall be effected, at the election of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9 or issue, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Average Per Share Price as of the Closing Date or (z) the obligations under this Section 2.9(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y).

Pre-Closing Statement. (i) Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferor Parties Transferors shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth the Transferor PartiesTransferors’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is more or less than Zero Dollars zero dollars ($0) (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Pre- Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. (ii) . If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero Dollars zero dollars ($0) ), then the Consideration payable by Parent to the Transferor Parties Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than Zero Dollars zero dollars ($0), then the Consideration payable by Parent to the Transferor Parties Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.9(a) shall be effected, at the election of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9 or issue, as applicable9.9, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Average Per Share Price as of the Closing Date or (z) the obligations under this Section 2.9(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y).

Pre-Closing Statement. (i) Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferor Parties Transferors shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth the Transferor PartiesTransferors’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is more or less than Zero One Hundred Thousand Dollars ($0100,000) (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. (ii) . If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero One Hundred Thousand Dollars ($0100,000) then the Consideration payable by Parent to the Transferor Parties Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than Zero One Hundred Thousand Dollars ($0100,000), then the Consideration payable by Parent to the Transferor Parties Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.9(a2.10(a) shall be effected, at the election of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9 or issue, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Average Per Share Price as of the Closing Date or (z) the obligations under this Section 2.9(a2.10(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y).

Pre-Closing Statement. (i) Not fewer than three (3) Business Days prior Prior to the anticipated Closing Date, the Transferor Parties shall Company will prepare and deliver to Parent the Buyer a certificate written statement (the “Pre-Closing Statement”) ), together with any relevant supporting materials, which will include a supporting trial balance (which, for the avoidance of doubt, will not be prepared pursuant to the Accounting Methods)), setting forth the Transferor Parties’ Company’s calculation of a good faith estimates estimate of (A) the Closing Working Capital as derived therefrom (the “Estimated Working Capital”), (B) the combined amount of Cash of the Net Divested Companies and any other Cash which otherwise constitutes a Sold Asset anticipated to exist as of close of business on the Closing Balance Sheet Date (the “Estimated Cash”), (C) the combined amount of Debt Obligations of the Divested Companies and any other Debt Obligations which otherwise constitute Assumed Liabilities anticipated to exist as of close of business on the Closing Balance Sheet Date (the “Estimated Indebtedness”), (D) the combined amount of unpaid Transaction Expenses (the “Estimated Transaction Expenses”); (E) the Unspent Capital Expenditure Amount (the “Estimated Unspent Capital Expenditure Amount”), (F) the Cap Gemini Excess Amount, (G) the Esfel Amount, (H) the Separation Delay Amount, (I) the Earn-Out Amount, (J) the Debt Swap Amount and (K) the Closing Purchase Price calculated as the Initial Value: (i) adjusted to give effect to the Estimated Working Capital in accordance with this Section 2.6(a) plus (ii) the Estimated Cash, less (iii) the Estimated Indebtedness, 4 less (iv) the Estimated Transaction Expenses, less (v) the Estimated Unspent Capital Expenditure Amount, less (vi) the Cap Gemini Excess Amount, less (vii) the Esfel Amount, less (viii) the Separation Delay Amount, less (ix) the Debt Swap Amount; provided, that following the delivery of such Pre-Closing Statement, the Company shall provide any additional supporting materials and information reasonably requested by the amountBuyer and, if anyat the Buyer’s request, by which meet with the estimated Net Buyer and its advisors to discuss the Pre-Closing Statement and shall consider in good faith the Buyer’s reasonable comments thereto for the purposes of determining the Closing Purchase Price to be actually paid to the Company on the Closing Date. The Pre-Closing Statement will be prepared in accordance with the Accounting Methods and presented in the form attached hereto as Exhibit G. If the Estimated Working Capital (as set forth in the Pre-Closing Statement Statement) is more or less than Zero Dollars ($0) (the “Adjustment Amount”)Target Working Capital, determined in accordance with then the Balance Sheet Rules, together with supporting documentation for such estimates Initial Value will be adjusted downward by an amount equal to the amount of the deficiency between the Target Working Capital and any additional information reasonably requested by Parentthe Estimated Working Capital. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. (ii) If the estimated Net Estimated Working Capital (as set forth in the Pre-Closing Statement Statement) is less greater than Zero Dollars ($0) the Target Working Capital, then the Consideration payable by Parent to the Transferor Parties shall Initial Value will be reduced adjusted upward by an amount equal to the Adjustment Amount; if amount of the estimated Net excess between the Estimated Working Capital set forth in and the Pre-Closing Statement Target Working Capital. If the Estimated Working Capital is more than Zero Dollars ($0), then the Consideration payable by Parent to the Transferor Parties shall be increased by an amount equal to the Adjustment Target Working Capital, then no adjustment will be made to the Initial Value with respect to the Estimated Working Capital. In addition, the Initial Value will be adjusted upward by the amount of any Estimated Cash, adjusted downward by the amount of any Estimated Indebtedness, any Estimated Transaction Expenses, any Estimated Unspent Capital Expenditure Amount, the Cap Gemini Excess Amount, the Esfel Amount, the Separation Delay Amount and the Debt Swap Amount. Any downward or upward adjustment The Parties acknowledge and agree that, subject to Section 2.6, the consideration for the sale and transfer of the Shares and the Sold Assets set out in the Local Purchase Agreements will be deemed to have been fully paid by the Buyer to the Consideration respective Sellers under this Section 2.9(a) shall be effected, at the election of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9 or issue, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Average Per Share Price as Local Purchase Agreements upon payment of the Closing Date or (zPurchase Price in accordance with Section 2.5.  1. 6Amendment to Section 2.6(b). Section 2.6(b) is hereby deleted in its entirety and replaced with the obligations under this Section 2.9(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y).following: 

Pre-Closing Statement. (i) Not fewer later than three five (35) Business Days prior to the anticipated scheduled Closing Date, the Transferor Parties Seller Parent shall deliver to Parent Purchaser a certificate statement (the “Pre-Closing Statement”) setting forth (A) the Transferor Parties’ aggregate amount of the capital expenditures made with respect to the Smart Shirts Business calculated pursuant to Section 2.05(a) (the “Capex Amount”) and (B) Seller Parent’s good faith estimates estimate of the Cash Amount, Debt Amount and Closing Net Working Capital Asset Value as of immediately following the Closing. Seller Parent shall provide Purchaser with such information as Purchaser may reasonably request to review and evaluate the amount, if any, by which Pre-Closing Statement. If the estimated Net Working Capital sum of the Cash Amount less the Debt Amount set forth in on the Pre-Closing Statement is more or less than Zero Dollars ($0) (the “Adjustment Estimated Net Cash/Debt Amount”)) is greater than US$0.00, determined in accordance with then the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement Purchase Price shall be prepared in consultation with adjusted upward by an amount equal to such difference and Purchaser shall cause Seller Sub, Seller Parent and Sub or any other Smart Shirts Entity to pay such amount to Seller within three (3) Business Days after the Closing, by wire transfer of immediately available funds. If the Estimated Net Cash/Debt Amount is less than US$0.00, then the Purchase Price shall be reasonably acceptable adjusted downward by an amount equal to Parentsuch difference. (ii) Not later than January 31, 2008, Seller Parent shall deliver to Purchaser a statement (the “Reference Statement”) setting forth the Reference Net Asset Value and Seller Parent shall provide Purchaser with such information as Purchaser may reasonably request to review and evaluate the Reference Statement. If the estimated Closing Net Working Capital Asset Value set forth in on the Pre-Closing Statement (the “Estimated Closing Net Asset Value”) is less than Zero Dollars ($0) then the Consideration payable by Parent to Reference Net Asset Value set forth on the Transferor Parties Reference Statement, the Purchase Price shall be reduced adjusted downward by an amount equal to the Adjustment Amount; such deficit, provided, however, if the estimated Reference Net Working Capital set forth in Asset Value is greater than US$120,000,000, the Pre-amount of such deficit shall be equal to US$120,000,000 less the amount of the Estimated Closing Statement Net Asset Value; provided, further, however, if the Estimated Closing Net Asset Value is greater than or equal to US$120,000,000, there shall be no downward adjustment to the Purchase Price. If the Estimated Closing Net Asset Value is more than Zero Dollars ($0)the Reference Net Asset Value, then the Consideration payable by Parent to the Transferor Parties Purchase Price shall be increased adjusted upward by an amount equal to such excess and Purchaser shall cause Seller Sub, Seller Parent Sub or any other Smart Shirts Entity to pay such excess to Seller within three (3) Business Days after the Adjustment Amount. Any downward Closing, by wire transfer of immediately available funds. (iii) In addition, Purchaser shall cause Seller Sub, Seller Parent Sub or upward adjustment any other Smart Shirts Entity to pay the Consideration under this Section 2.9(aCapex Amount to Seller within three (3) shall be effectedBusiness Days after the Closing, at the election by wire transfer of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9 or issue, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Average Per Share Price as of the Closing Date or (z) the obligations under this Section 2.9(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y)immediately available funds.

Pre-Closing Statement. No later than five (i) Not fewer than three (35) Business Days prior to the anticipated Closing Date, the Transferor Parties Company shall prepare and deliver to Parent a certificate statement (the “Pre-Closing Statement”) setting forth the Transferor Parties’ Company’s good faith estimates estimate of the Net Working Capital and Merger Consideration as of the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is more or less than Zero Dollars ($0) Adjustment Time (the “Adjustment AmountEstimated Merger Consideration”), determined in accordance with the Balance Sheet Rules, together with supporting documentation for an unaudited consolidated balance sheet of the Group Companies as of the Adjustment Time (the “Estimated Closing Balance Sheet”), expected month-end closing revenue and closing cost of sales (or if Closing is not to occur at the end of a month, a good faith estimate of such estimates amounts), and any additional information reasonably requested by Parentdetailed calculations demonstrating each component thereof (including the Consideration Waterfall), as well as the amount of each Closing Payment. The Pre-Closing Statement shall be prepared in consultation a manner consistent with the definitions of the terms Working Capital, Closing Cash, Closing Date Indebtedness, Transaction Expenses and the Accounting Rules and practices referred to therein (including as reflected on Exhibit B). Parent shall be entitled to review promptly the Pre-Closing Statement and the materials and information used by the Company in preparing the Pre-Closing Statement and Parent shall have the opportunity to propose changes to the Pre-Closing Statement. The Company (i) shall permit Parent and shall be its Agents reasonable access to the financial records of the Group Companies that are relevant to the preparation of the Pre-Closing Statement and (B) agrees to consider any proposed changes in good faith. If, prior to the Closing, Parent reasonably acceptable and in good faith objects to Parent. (ii) If any of the estimated Net Working Capital set forth estimates provided by the Company in the Pre-Closing Statement is less than Zero Dollars ($0) then Statement, and the Consideration payable by Company objects to such proposed changes, the Company shall respond in writing to Parent’s proposed changes in reasonable detail and with reasonably detailed calculations. Parent and the Company shall use reasonable best efforts to promptly and in good faith resolve their differences with respect to any such objections, and the Transferor Parties Company shall be reduced by an amount equal to revise the Adjustment Amount; if Pre-Closing Statement, the estimated Net Working Capital Estimated Merger Consideration, and any applicable amounts set forth in therein to reflect any such resolutions, and the Pre-Closing Statement is more than Zero Dollars ($0), then the Consideration payable by Parent to the Transferor Parties shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.9(aand components thereof) shall be effecteddeemed to incorporate all such revisions for all purposes hereunder. If following compliance with this Section 1.10(a), at Parent and the election of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable Company fail to resolve an amount in cash equal objection to the Adjustment Amount from estimate within the Cash Paymentfive (5) Business Day period prior to Closing then for purposes of this Agreement, (y) Parent including the revised Pre-Closing Statement, such estimate for the unresolved item shall cancel be deemed to be the estimate of the Company provided in the manner originally-delivered Pre-Closing Statement. Acceptance of the Pre-Closing Statement shall not waive Parent’s rights under this Agreement including this Section 1.10. The Consideration Waterfall shall set forth the amount of the Estimated Merger Consideration to be paid to each Equityholder as Closing Payments pursuant to Section 1.9(a) and Section 1.9(b). Parent may fully rely on the Pre-Closing Statement in Section 9.9 or issue, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal making such Closing Payments to the Adjustment Amount divided by the Average Per Share Price as Paying Agent on behalf of the Member and the CHP Members and Centauri, LLC on behalf of the Optionholders. Such Closing Date or (z) Payments made in accordance with the Pre-Closing Statement shall fully satisfy Parent’s obligations under this Section 2.9(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x1.9(a) and a cancellation Section 1.9(b), and no Equityholder shall have any claim or issuanceright to any other payment whatsoever from Parent or the Surviving Company in respect of its Securities, as applicableother than payments, if any, contemplated by Section 1.10(e), and the release, if any, of Parent Common Stock under (y)the Adjustment Escrow Amount or the Representative Expense Fund Amount.

Pre-Closing Statement. (i) Not fewer than three one (31) Business Days Day prior to the anticipated Closing Date, the Transferor Company and the Seller Parties shall deliver to the Parent and Merger Sub a certificate (the “Pre-Closing Statement”) setting forth the Transferor Company and the Seller Parties’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is more or less than Zero Dollars ($0) the Working Capital Target (the “Adjustment Amount”), determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. (ii) If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero Dollars ($0) the Working Capital Target, then the Merger Consideration payable by Parent to and the Transferor Parties Closing Note Holder Payments, in accordance with the respective aggregate Pro Rata Portions of the Eligible Stockholders and the Note Holders, shall be reduced by an amount equal to the Adjustment Amount; and if the estimated Net Working Capital set forth in the Pre-Closing Statement is more greater than Zero Dollars ($0)the Working Capital Target, then the Merger Consideration payable by Parent to and the Transferor Parties Closing Note Holder Payments, in accordance with the respective aggregate Pro Rata Portions of the Eligible Stockholders and the Note Holders, shall be increased by an amount equal to the Adjustment Amount; provided, however, that no downward or upward adjustment to the Merger Consideration and the Closing Note Holder Payments pursuant to this Section 1.7(a) shall be required unless the Adjustment Amount exceeds five percent (5%) of the Working Capital Target or one hundred thousand dollars ($100,000), whichever is greater. Any downward or upward adjustment to the Merger Consideration and the Closing Note Holder Payments under this Section 2.9(a1.7(a) shall be effected, at the election of effected by Parent in its sole discretion, as follows: (x) Parent shall deduct cancelling or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9 or issueissuing, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Average Per Share Price as of the Closing Date or (z) the obligations under this Section 2.9(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y)Price.

Pre-Closing Statement. (i) Not fewer Sellers shall prepare and deliver to Buyer not less than three (3) Business Days prior to the anticipated Closing Date, the Transferor Parties shall deliver to Parent Date a certificate of Sellers, dated as of such delivery date and duly executed on behalf of each Seller by an authorized executive officer thereof (the “Pre-Closing Statement”), certifying as to Sellers’: (i) setting forth the Transferor Parties’ reasonable good faith estimates estimate of (x) Accounts Receivable, net of allowance for doubtful accounts (determined in accordance with GAAP in a manner consistent with the BearingPoint Financials), and (y) Deferred Revenue, each as of the Net Working Capital and close of business on the amountClosing Date and, if anythe Closing Date is after May 7, by which 2009, as of May 7, 2009; and (ii) calculation of the estimated Net Working Capital difference of (x) the Accounts Receivable net of allowance for doubtful accounts (determined in accordance with GAAP in a manner consistent with the BearingPoint Financials) as set forth in the Pre-Closing Statement is more or less than Zero Dollars minus ($0y) the Deferred Revenue as set forth in the Closing Statement (the “Adjustment Estimated Comparison Amount”) and, if the Closing Date is after May 7, 2009, as of May 7, 2009 (the “May 7 Estimated Target Amount”); provided that the amounts set forth in the Closing Statement, including the Estimated Comparison Amount and the May 7 Estimated Target Amount, shall be determined taking into account the terms relating thereto set forth in accordance with Sections 9.06(c), 9.06(f) and 9.06(i) hereto. The Closing Statement shall further set forth in reasonable detail the Balance Sheet Rules, together with supporting documentation basis for such estimates determination as well as Sellers’ calculation of the difference between the Estimated Comparison Amount and any additional information reasonably requested by ParentTarget Comparison Amount, if any. The Pre-Closing Statement shall be prepared subject to Buyer’s reasonable agreement in consultation with Parent writing; provided that Buyer shall promptly deliver its reasonable agreement in writing unless Buyer’s reasonable good faith estimate of the Estimated Comparison Amount or the May 7 Estimated Target Amount differs from Sellers’ estimate, in which case Buyer shall promptly deliver Buyer’s estimates and a statement setting forth in reasonable detail the basis for such determination. Sellers shall be provide to Buyer such additional back-up or supporting data relating to the preparation of the Closing Statement and the calculation of the Estimated Comparison Amount and/or the May 7 Estimated Target Amount, as the case may be, as Buyer may reasonably acceptable to Parent. (ii) request. If the estimated Net Working Capital set forth in Closing Date is after May 7, 2009 and the Pre-Closing Statement Estimated Comparison Amount is less greater than Zero Dollars ($0) then the Consideration payable by Parent to the Transferor Parties shall be reduced by an amount equal to the Adjustment Target Comparison Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than Zero Dollars ($0), then the Consideration payable by Parent amount paid to Sellers on the Transferor Parties Closing Date pursuant to Section 1.03(c)(i) hereto shall be increased by an the amount of such excess. If the Closing Date is on or before May 7, 2009 and the Estimated Comparison Amount is greater than the Target Comparison Amount or the Estimated Comparison Amount is equal to the Adjustment Target Comparison Amount. Any downward or upward adjustment , the amount paid to the Consideration under this Section 2.9(a) shall be effected, at the election of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9 or issue, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Average Per Share Price as of Sellers on the Closing Date or (zpursuant to Section 1.03(c)(i) the obligations under hereto shall neither be increased nor decreased pursuant to this Section 2.9(a1.03(b). Regardless of when the Closing Date is, if the Target Comparison Amount is greater than the Estimated Comparison Amount, then the amount paid to Sellers on the Closing Date pursuant to Section 1.03(c)(i) hereto shall be satisfied using a combination decreased by the amount of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y)such excess.

Pre-Closing Statement. (i) Not fewer No later than three (3) twelve Business Days prior to the anticipated Closing Date, the Transferor Parties shall Company will prepare and deliver to Parent the Buyer a certificate written statement (the “Pre‑Closing Statement”), together with any relevant supporting materials, which will include a supporting trial balance (which, for the avoidance of doubt, will not be prepared pursuant to the Accounting Methods)), setting forth the Company’s calculation of a good faith estimate of (A) the Closing Working Capital as derived therefrom (the “Estimated Working Capital”), (B) the combined amount of Cash of the Divested Companies and any other Cash which otherwise constitutes a Sold Asset anticipated to exist immediately prior to the Closing Date (the “Estimated Cash”), (C) the combined amount of Debt Obligations of the Divested Companies and any other Debt Obligations which otherwise constitute Assumed Liabilities anticipated to exist immediately prior to the Closing (the “Estimated Indebtedness”), (D) the combined amount of unpaid Transaction Expenses (the “Estimated Transaction Expenses”); (E) the Unspent Capital Expenditure Amount (the “Estimated Unspent Capital Expenditure Amount”), (F) the Cap Gemini Excess Amount, (G) the Esfel Amount, (H) the Separation Delay Amount, (I) the Earn-Out Amount, (J) the Debt Swap Amount and (K) the Closing Purchase Price calculated as the Initial Value: (i) adjusted to give effect to the Estimated Working Capital in accordance with this Section 2.6(a) plus (ii) the Estimated Cash, less (iii) the Estimated Indebtedness less (iv) the Estimated Transaction Expenses, less (v) the Estimated Unspent Capital Expenditure Amount, less (vi) the Cap Gemini Excess Amount, less (vii) the Esfel Amount, less (viii) the Separation Delay Amount, less the Debt Swap Amount; provided, that following the delivery of such Pre-Closing Statement”) setting forth , the Transferor Parties’ good faith estimates of Company shall provide any additional supporting materials and information reasonably requested by the Net Working Capital Buyer and, at the Buyer’s request, meet with the Buyer and the amount, if any, by which the estimated Net Working Capital set forth in its advisors to discuss the Pre-Closing Statement is more or less than Zero Dollars ($0) (and shall consider in good faith the “Adjustment Amount”), determined in accordance with Buyer’s reasonable comments thereto for the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parentpurposes of determining the Closing Purchase Price to be actually paid to the Company on the Closing Date. The Pre-Closing Statement shall will be prepared in consultation accordance with Parent the Accounting Methods and shall be reasonably acceptable to Parent. (ii) presented in the form attached hereto as Exhibit G. If the estimated Net Estimated Working Capital (as set forth in the Pre-Closing Statement Pre‑Closing Statement) is less than Zero Dollars ($0) the Target Working Capital, then the Consideration payable by Parent to the Transferor Parties shall Initial Value will be reduced adjusted downward by an amount equal to the Adjustment Amount; if amount of the estimated Net deficiency between the Target Working Capital and the Estimated Working Capital. If the Estimated Working Capital (as set forth in the Pre-Closing Statement Pre‑Closing Statement) is more greater than Zero Dollars ($0)the Target Working Capital, then the Consideration payable by Parent to the Transferor Parties shall Initial Value will be increased adjusted upward by an amount equal to the Adjustment Amountamount of the excess between the Estimated Working Capital and the Target Working Capital. Any downward or upward adjustment to If the Consideration under this Section 2.9(a) shall be effected, at the election of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable an amount in cash Estimated Working Capital is equal to the Adjustment Target Working Capital, then no adjustment will be made to the Initial Value with respect to the Estimated Working Capital. In addition, the Initial Value will be adjusted upward by the amount of any Estimated Cash, adjusted downward by the amount of any Estimated Indebtedness, any Estimated Transaction Expenses, any Estimated Unspent Capital Expenditure Amount, the Cap Gemini Excess Amount, the Esfel Amount, the Separation Delay Amount from and the Cash PaymentDebt Swap Amount. The Parties acknowledge and agree that, (y) Parent shall cancel subject to Section 2.6, the consideration for the sale and transfer of the Shares and the Sold Assets set out in the manner set forth in Section 9.9 or issue, as applicable, a number of Local Purchase Agreements will be deemed to have been fully paid non-assessable shares of Parent Common Stock equal by the Buyer to the Adjustment Amount divided by respective Sellers under the Average Per Share Price as Local Purchase Agreements upon payment of the Closing Date or (z) the obligations under Purchase Price in accordance with this Section 2.9(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y).2.5.