Common use of Pre-Closing Statement Clause in Contracts

Pre-Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferors shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth the Transferors’ 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 less than One Hundred Thousand Dollars ($100,000) (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. If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) then the Consideration payable by Parent to the 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 One Hundred Thousand Dollars ($100,000), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.10(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 Per Share Price or (z) the obligations under this Section 2.10(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. Not fewer later than three (3) Business Days prior to the anticipated Closing Date, the Company shall deliver to Purchaser (i) the Transferors shall deliver to Parent a certificate statement (the “Pre-Closing Statement”) ), substantially similar in form to the illustrative example set forth on Exhibit B, setting forth (A) the Transferors’ Company’s good faith estimates estimate of Working Capital as of the Net close of business on the Closing Date (the “Estimated Closing Date Working Capital and Capital”), (B) the Company’s calculation of the Company Transaction Expenses, (C) the Company’s calculation of Closing Date Indebtedness, (D) the Company’s good faith estimate of the Closing Cash as of the close of business on the Closing Date (the “Estimated Closing Cash”), (E) the Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such shares of Preferred Stock), (F) the Per Share Common Consideration, (G) the number of Fully Diluted Shares, (H) the number of Fully Diluted Preferred Shares, (I) the amount, if anyand the calculation of, by which the estimated Net Company’s good faith estimate of the Purchase Price derived from the items described in this Section 2.5(a)(i)(B)-(D) and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Date Working Capital, then (x) the Estimated Purchase Price shall be reduced by the amount of such excess plus One Million Dollars ($1,000,000) and (y) the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and (J) the amount, and the calculation of, the Closing Payments derived from the Estimated Purchase Price, (ii) a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules, and (iii) the Pay-Off Letters. The Company shall provide Purchaser with reasonable access during normal business hours to the books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars prior to the Closing Date; provided, however, that ($100,000x) such access shall not be a condition to Closing under this Agreement and (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates y) Purchaser and any additional information reasonably requested by Parent. The Pre-Closing Statement Merger Sub shall be prepared in consultation with Parent and shall be reasonably acceptable entitled to Parent. If the estimated Net Working Capital set forth in rely on the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) then in making payments under Section 2.2 and Purchaser and Merger Sub shall not be responsible for the Consideration payable by Parent to calculations or the Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth determinations regarding such calculations in the such Pre-Closing Statement is more than One Hundred Thousand Dollars ($100,000), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.10(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 Per Share Price or (z) the obligations under this Section 2.10(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)Statement.

Pre-Closing Statement. Not fewer than At least three (3) Business Days days prior to the anticipated Closing DateClosing, (i) the Transferors Seller shall deliver to Parent Buyer a certificate written statement satisfactory in form and substance to Buyer (the “Pre-Closing Statement”) setting forth the Transferors’ Seller’s good faith estimates estimate of the Net Closing Working Capital (the “Estimated Working Capital”), the Funded Indebtedness (the “Estimated Funded Indebtedness”), and the amountCompany Transaction Expenses (the “Estimated Company Transaction Expenses”), if anyand an estimated balance sheet of the Company as of the Effective Time (without giving effect to the Acquisition), along with a certification by which Seller that such estimated balance sheet and the estimated Net calculation of the Estimated Working Capital set forth Capital, Estimated Funded Indebtedness, and Estimated Company Transaction Expenses were prepared using the same accounting methods, practices, principles, policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies that were used in the preparation of the Financial Statements for the most recent fiscal year end as if such Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates was being prepared and any additional information reasonably requested by Parentreviewed as of a fiscal year end. The Pre-Closing Statement shall be prepared accompanied by such records and documentation as is reasonably necessary for Buyer to evaluate the contents thereof, and Buyer shall have an opportunity to perform a reasonable review of such deliveries and full access to the Books and Records and personnel of Seller and the Company in consultation with Parent relation to the same. Buyer and Seller shall be reasonably acceptable cooperate and negotiate in good faith to Parent. If the estimated Net Working Capital set forth in resolve any questions, objections, or other disputes regarding all or any portion of the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) then the Consideration payable by Parent as soon as practical; provided, however, that any failure of Buyer to the Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in dispute any item or aspect of the Pre-Closing Statement is more than One Hundred Thousand Dollars ($100,000)will not preclude Buyer from exercising any other rights with respect to any or all aspects of any adjustments under this Agreement. If Buyer has any objections to the Pre-Closing Statement, or any portion thereof, which Buyer and Seller are unable to resolve by mutual consent prior to the Closing, then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.10(a) shall be effected, at the election of Parent Buyer may elect in its sole discretiondiscretion to (i) proceed with the Closing based on the Pre-Closing Statement, as follows: (x) Parent shall deduct revised to include any updates or increase, as applicable an amount in cash equal to adjustments determined appropriate by the Adjustment Amount from the Cash Paymentmutual consent of Buyer and Seller, (yii) Parent shall cancel in the manner set forth in Section 9.9 or issuedelay Closing until all objections are resolved, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Per Share Price or (ziii) the obligations under terminate this Section 2.10(a) shall be satisfied using a combination of a reduction or increase, as applicable Agreement pursuant to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y)Article IX.

Pre-Closing Statement. Not fewer No later than three (3) twelve Business Days prior to the anticipated Closing Date, the Company will prepare and deliver to the Buyer a 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 Transferors shall deliver to Parent a certificate 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 Transferors’ 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 less than One Hundred Thousand Dollars ($100,000) (and shall consider in good faith the “Adjustment Amount”), in each case, 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. 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 One Hundred Thousand Dollars ($100,000) the Target Working Capital, then the Consideration payable by Parent to the Transferors 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 One Hundred Thousand Dollars ($100,000)the Target Working Capital, then the Consideration payable by Parent to the Transferors 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 2.10(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 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 Per Share Local Purchase Agreements upon payment of the Closing Purchase Price or (z) the obligations under in accordance with this Section 2.10(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).2.5. 

Pre-Closing Statement. Not fewer than three At least five (35) Business Days prior to the anticipated Closing Date, (i) the Transferors Company shall prepare and deliver to Parent Purchaser a certificate written statement (the “Pre-Closing Statement”), based upon the books and records of the Company Group which shall set forth the Company’s good faith estimate of (i) Closing Date Cash and Cash Equivalents (the “Estimated Cash and Cash Equivalents”), (ii) Working Capital (the “Estimated Working Capital”), (iii) Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iv) Transaction Expenses (the “Estimated Transaction Expenses”) and wire instructions for the payment thereof, (v) the Class B Merger Consideration, (vi) the Class C Merger Consideration, (vii) the Aggregate Option Exercise Amount, (viii) the Tax Benefit Amount (the “Estimated Tax Benefit Amount”), (ix) the Closing Date Class A Merger Consideration based upon such clauses (i)–(viii), (x) the Adjusted Closing Date Class A Merger Consideration, (xi) the Aggregate Common Stock Closing Payment Amount payable at the Closing to the holders of Class A Common Stock setting forth the Transferors’ good faith estimates allocation of the Net Working Capital and the proceeds to each such Stockholder entitled to a portion of such amount, (xii) the Aggregate Option Closing Payment Amount payable at the Closing to the Optionholders setting forth the allocation of the proceeds to each Optionholder entitled to a portion of such amount and (xiii) the Aggregate Preferred Stock Closing Payment Amount payable at the Closing to the holders of Series A Preferred Stock setting forth the allocation of the proceeds to each such Stockholder entitled to a portion of such amount. If, prior to the Closing Date, Purchaser objects in writing to any item or the amount of any estimate set forth in the Pre-Closing Statement, and, if anythe Company agrees with the objection (in the Company’s sole discretion), by the Company shall change the applicable estimate and notify Purchaser thereof on or prior to the Closing Date in which event the estimated Net Working Capital Pre-Closing Statement shall be deemed amended to reflect such change. For the avoidance of doubt, no failure of Purchaser to object to any item or any amount of any estimate set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) (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. If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) then the Consideration payable by Parent to the 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 One Hundred Thousand Dollars ($100,000), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration affect Purchaser’s rights under this Section 2.10(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 Per Share Price or (z) the obligations under this Section 2.10(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)2.10.

Pre-Closing Statement. Not fewer than At least three (3) Business Days prior to the anticipated Closing DateEffective Time of Merger I, (i) the Transferors Company shall prepare, in consultation with Parent, and deliver to Parent a certificate written statement (the “Pre-Closing Statement”) setting ), which shall set forth the Transferors’ Company’s (a) good faith estimates estimate of the Net Working Capital (“Estimated Working Capital”), (b) the Debt Payoff Amount as reflected in the Payoff Letter, (c) Transaction Expenses, a list of Persons to whom such Transaction Expenses are payable, and wire instructions therefor, (d) Closing Date Cash and Cash Equivalents and (e) the amount, if any, by which Closing Date Merger Consideration and aggregate Merger Consideration based upon such items. The Company shall also deliver to Parent any and all reasonable supporting or underlying documentation used in the estimated Net Working Capital set forth in preparation of the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) (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 ParentStatement. The Pre-Closing Statement shall be prepared in consultation with the same form as the Illustrative Pre-Closing Statement and Working Capital Examples as attached hereto as Annex A. Parent shall have the right, following Parent’s receipt of the Pre-Closing Statement, to object thereto by delivering written notice to the Company no later than noon EST on the Business Day before the Closing Date. To the extent Parent timely objects to the Pre-Closing Statement (or any component thereof), Parent and the Company shall be reasonably acceptable attempt to Parent. If resolve their differences; provided that, if Parent and the estimated Net Working Capital set forth Company are unable to resolve any such dispute prior to the Closing Date, then, subject to Section 2.6, the Company’s calculations as reflected in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) then shall control for purposes of all payments to be made at Closing. To the Consideration payable by extent Parent and the Company resolve any of their differences prior to the Transferors Closing, then Parent and the Company shall jointly agree on a revised Pre-Closing Statement that will control for purposes of the payments to be reduced by an amount equal to made at the Adjustment Amount; if Closing. For the estimated Net Working Capital set forth in avoidance of doubt, the Pre-Closing Statement is more than One Hundred Thousand Dollars ($100,000), then and the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.10(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 Closing Statement set forth in Section 9.9 or issue2.6 below (and all estimates and calculations of Working Capital), as applicable, a number shall be prepared in accordance with the Accounting Methodology, except that the Closing Statement (and all calculations of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Per Share Price or (z) the obligations under this Section 2.10(aWorking Capital) shall (a) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated herein, (b) not be satisfied using a combination impacted by any action of a reduction Parent, the Surviving Company or increaseany of their Affiliates, as applicable to and (c) in the Cash Payment under (x) and a cancellation or issuancecase of the calculations of Working Capital, as applicable, of Parent Common Stock under (y).shall only include the same line items included in the example calculation set forth on Annex A.

Pre-Closing Statement. Not fewer less than three five (35) Business Days prior to the anticipated Closing Date, the Company shall deliver to Buyer a balance sheet of the Company setting forth the estimated financial condition of the Company as of the close of business on the Business Day immediately preceding the Closing Date (the “Estimated Balance Sheet”), and calculations derived therefrom, including (i) the Transferors shall deliver to Parent a certificate estimated Indebtedness as of the Closing (the “Estimated Indebtedness”), (ii) the lesser of (A) the estimated Cash as of the end of the day immediately preceding the Closing Date (the “Estimated Cash Amount”) and (B) $2,500,000, (iii) the estimated aggregate amount of unpaid Transaction Expenses, (iv) the estimated aggregate amount of unpaid Change of Control Liabilities and (v) the Estimated Cash Consideration (such balance sheet and estimates, collectively, the “Pre-Closing Statement”) setting ), and such related worksheets, working papers, schedules and other supporting data in form, substance and line item detail as Buyer may reasonably request. The Estimated Balance Sheet shall set forth in line item detail the Transferors’ good faith estimates components of the Net Working Capital Estimated Indebtedness and shall calculate the Estimated Indebtedness in accordance with the classifications and methodology set forth on Exhibit B (the “Sample Indebtedness Calculation”). The Estimated Balance Sheet shall be based upon the records of the Company and other information then available and shall be prepared consistently with the Financial Statements and the amountAccounting Principles; provided, however, that if any, by which and to the estimated Net Working Capital extent there is any inconsistency between the methodology set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) Sample Indebtedness Calculation, on the one hand, and either the Financial Statements or the Accounting Principles, on the other hand, the Sample Indebtedness Calculation shall control (the foregoing two sentences, the “Adjustment AmountMethodology”), 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 control solely for purposes of determining the Estimated Cash Consideration and shall be reasonably acceptable to Parent. If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars not limit or otherwise affect Buyer’s rights or remedies under this Agreement ($100,000or otherwise) then the Consideration payable or constitute an acknowledgment, consent, waiver or estoppel by Parent or of Buyer with respect to the Transferors accuracy thereof. The Company shall be reduced by an amount equal provide Buyer and its representatives, prior to Closing, reasonable access during normal business hours and upon reasonable notice to the Adjustment Amount; if records of the estimated Net Working Capital set forth Company and such information used to prepare the Estimated Balance Sheet and the Company’s personnel in order to allow Buyer to verify the Pre-Closing Statement is more than One Hundred Thousand Dollars ($100,000), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.10(a) shall be effected, at the election Estimated Balance Sheet for purposes 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 Per Share Price or (z) the obligations under this Section 2.10(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)Closing.

Pre-Closing Statement. Not fewer than three At least four (34) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver (itogether with reasonable supporting details) the Transferors shall deliver to Parent Purchaser a certificate written statement (the “Pre-Closing Statement”), which shall set forth (A) setting forth the Transferors’ Company’s good faith estimates estimate of the Net (i) Closing Date Cash and Cash Equivalents (“Estimated Cash and Cash Equivalents”), (ii) Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) (the “Adjustment Estimated Working Capital”), (iii) the Closing Date Company Indebtedness (the “Estimated Closing Date Company Indebtedness”), (iv) the Closing Date Joint Venture Indebtedness (“Estimated Closing Date Joint Venture Indebtedness”), (v) the Seller Expenses (“Estimated Seller Expenses”) and wire instructions for the payment thereof, (vi) the Mesa Receivable Amount (the “Estimated Mesa Receivable Amount”), in each caseand (vii) the resulting Closing Date Merger Consideration and the Closing Per Share Merger Consideration based upon such items, determined in accordance and (B) the Liquidation Value with respect to the Balance Sheet RulesSeries A Preferred Shares as of immediately prior to the Effective Time. Except as otherwise provided herein, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The the Pre-Closing Statement shall be prepared in consultation without giving effect to the transactions contemplated by the Transaction Documents. Concurrently with Parent the delivery of the Pre-Closing Statement, the Company shall deliver to Purchaser a payment spreadsheet (the “Payment Spreadsheet”), which shall contain (x) with respect to each Stockholder (A) the name and address of such Stockholder, if available, (B) the number and class of Shares held by such Stockholder, and (C) the consideration that such Stockholder is entitled to receive pursuant to Section 2.6, and (y) with respect to each Option Holder (A) the name of such Option Holder, (B) the exercise price per share and the number of shares of Common Stock underlying the Options held by such Option Holder, and (C) the consideration that such Option Holder is entitled to receive pursuant to Section 2.6. The Company shall be reasonably acceptable make a good faith effort to Parent. If resolve any reasonable objections or disputes of the estimated Net Working Capital set forth Purchaser regarding the calculations in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) then or the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth information in the Pre-Closing Statement is more than One Hundred Thousand Dollars ($100,000), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.10(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 Per Share Price or (z) the obligations under this Section 2.10(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)Spreadsheet.

Pre-Closing Statement. Not fewer than three (3) Business Days prior Prior to the anticipated Closing Date, (i) the Transferors 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 Transferors’ 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 less than One Hundred Thousand Dollars ($100,000) (the “Adjustment Amount”)Target Working Capital, in each case, 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 Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parentthe Estimated Working Capital. If the estimated Net Estimated Working Capital (as set forth in the Pre-Closing Statement Statement) is less greater than One Hundred Thousand Dollars ($100,000) the Target Working Capital, then the Consideration payable by Parent to the Transferors 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 One Hundred Thousand Dollars ($100,000), then the Consideration payable by Parent to the Transferors 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 the Local Purchase Agreements upon payment of the Closing Purchase Price in accordance with Section 2.10(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 Per Share Price or (z) the obligations under this Section 2.10(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).2.5. 

Pre-Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferors shall deliver to Parent Seller will prepare a certificate statement (the “Pre-Closing Statement”) setting forth as of a date not earlier than ten (10) Business Days prior to the Transferors’ good faith estimates of Closing Date reflecting the Net Working Capital Assets to be sold and assigned hereunder and the amount, if any, by which the estimated Net Working Capital set forth in Assumed Liabilities to be transferred and assumed hereunder. Seller will deliver the Pre-Closing Statement is to Purchaser not less than One Hundred Thousand Dollars three ($100,0003) (Business Days before the “Adjustment Amount”)Closing Date. Seller agrees to pay to Purchaser at the Closing, in each caseimmediately available funds, determined in accordance with the Balance Sheet Rulesexcess, together with supporting documentation for such estimates if any, of (i) the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(b)(i) above and the amount of any additional information reasonably requested prorated items owed by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable Seller to Parent. If the estimated Net Working Capital set forth in Purchaser pursuant to Section 2.04(c) above, as reflected by the Pre-Closing Statement is less than One Hundred Thousand Dollars Statement, over ($100,000ii) then the aggregate amount of the Acquisition Consideration payable computed in accordance with Section 2.04(a) above and the amount of any prorated items owed by Parent Purchaser to the Transferors shall be reduced Seller pursuant to Section 2.04(c) above, as reflected by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than One Hundred Thousand Dollars ($100,000), then the Consideration payable by Parent Statement. Purchaser agrees to the Transferors shall be increased by an amount equal pay to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.10(a) shall be effected, Seller at the election Closing, in immediately available funds, the excess, if any, 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 the aggregate amount of the Acquisition Consideration computed in accordance with Section 2.04(a) above and the manner set forth in amount of any prorated items owed by Purchaser to Seller pursuant to Section 9.9 or issue2.04(c) above, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided reflected by the Per Share Price or Pre-Closing Statement, over (z) the obligations amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(b)(i) above and the amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, as reflected by the Pre-Closing Statement. The calculation of the payment of funds at Closing required under this Section 2.10(aAgreement will be made on a preliminary settlement statement in the form attached as Exhibit 2.04(e) shall hereto. The payment by Purchaser to Seller or by Seller to Purchaser will be satisfied using a combination of a reduction or increasesubject to subsequent adjustment based on the final settlement statement in the form attached hereto as Exhibit 8.03, which final settlement statement will be prepared in the same manner as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y)preliminary settlement statement.