Common use of Pre-Closing Statement Clause in Contracts

Pre-Closing Statement. Seller shall prepare a statement (the “Pre-Closing Statement”) as of a date not earlier than five (5) Business Days prior to the Closing Date reflecting the Assets to be sold and assigned hereunder and the liabilities to be transferred and assumed hereunder. Seller shall deliver the Pre-Closing Statement to Purchaser not less than three (3) Business Days before the Closing Date. Seller agrees to pay to Purchaser at the Closing, in immediately available funds, the excess amount, if any, of the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(b) above and the net amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the aggregate amount computed in accordance with Section 2.04(a) above, as reflected by the Pre-Closing Statement. Purchaser agrees to pay Seller at the Closing, in immediately available funds, the excess, if any, of the aggregate amount computed in accordance with Section 2.04(a) above and the net amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment by Purchaser to Seller or by Seller to Purchaser shall be subject to subsequent adjustment based on the final settlement statement in the form attached hereto as Exhibit 7.04(d). The calculation of the payment of funds at Closing required under this Agreement shall be made on a settlement statement in the form attached as Exhibit 2.04(e) hereto.

Pre-Closing Statement. Seller As soon as practicable after the date that all of the conditions to the Closing set forth in Article VIII (other than those conditions which, by their terms, are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions on the Closing Date) shall have been satisfied or waived by the party entitled to waive the same, but in no event more than seven (7) days after such date nor less than three (3) Business Days prior to the Closing, the Companies shall prepare and deliver to the Purchaser a statement certificate (the “Pre-Closing Statement”) signed by the Chief Financial Officer of each Company setting forth their good faith estimate of (a) the XXXXX Intercompany Debt and the Closing Repayment Indebtedness, (b) the Acquisition Expenses (the “Estimated Acquisition Expenses”), (c) the Trade Working Capital of the Group as of a date not earlier than five immediately prior to Closing (5the “Estimated Trade Working Capital”), (d) Business Days the Indebtedness of the Group as of immediately prior to Closing (the “Estimated Indebtedness”), (e) the Cash Balance of the Group as of immediately prior to the Closing Date reflecting (the Assets “Estimated Cash Balance”), and (f) the Capital Expenditures of the Group estimated to be sold and assigned hereunder and have been spent during the liabilities to be transferred and assumed hereunder. Seller shall deliver the Pre-Closing Statement to Purchaser not less than three (3) Business Days before the Closing Date. Seller agrees to pay to Purchaser at period from March 30, 2014 until the Closing, including a table listing out the amounts of capital expenditures in immediately available fundsa format consistent with the Capital Expenditure Budget (the “Estimated Capital Expenditures”), in each case, including a schedule setting forth the excess amountcomponents thereof and together with reasonable supporting detail. For purposes of Section 2.6(b), if any, all Estimated Acquisition Expenses that are not in United States Dollars shall be converted to United States Dollars using the exchange rate as of the amount close of Deposit Liabilities assumed by Purchaser pursuant business on the date that is immediately prior to Section 2.03(b) above and the net amount date of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the aggregate amount computed in accordance with Section 2.04(a) above, as reflected by delivery of the Pre-Closing Statement. Purchaser agrees For purposes of Section 2.6(d) and (e), all Estimated Indebtedness and the Estimated Cash Balance not in United States Dollars shall be converted to pay Seller at United States Dollars using the Closing, in immediately available funds, the excess, if any, exchange rate as of the aggregate amount computed in accordance with Section 2.04(a) above and close of business on the net amount date that is immediately prior to the date of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the amount delivery of Deposit Liabilities assumed by Purchaser pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment by Purchaser to Seller or by Seller to Purchaser For purposes of Section 2.6(f), all Capital Expenditures during a particular month that are in Pounds Sterling shall be subject converted to subsequent adjustment based United States Dollars using the exchange rate set forth for the corresponding month on the final settlement statement in the form attached hereto as Exhibit 7.04(d)Capital Expenditure Budget. The calculation of Seller and the payment of funds at Closing required under Companies shall consider in good faith any comments by the Purchaser on such certificate. The certificate delivered pursuant to this Agreement Section 2.6, and updated to reflect any Purchaser comments as the Companies shall determine in good faith are applicable, shall be conclusive for determining the payments to be made on a settlement statement in at the form attached as Exhibit 2.04(e) heretoClosing, absent manifest error. If, for any reason, the Closing Date is postponed, then the foregoing obligations shall again apply with respect to such postponed Closing Date.

Pre-Closing Statement. No later than three (3) Business Days prior to the Closing, Seller shall prepare cause the Company to deliver to Buyer (a) an estimated, consolidated balance sheet of the Company as of the Closing, prepared in accordance with GAAP (the “Closing Balance Sheet”) and (b) a statement (the “Pre-Closing Statement”) setting forth the Company’s good faith estimate of each component of the Aggregate Deduction Amount, together with a calculation of the Lender Cash Repayment Amount based on the foregoing amount (the amount so calculated being referred to herein as of a date not earlier than five the “Estimated Lender Cash Repayment Amount”), as well as reasonably detailed supporting documentation for such calculation. The Company shall provide Buyer and its Representatives with reasonable access (5) Business Days prior with the right to make copies), during normal business hours, to the work papers of the Company, its accountants or any of its other Representatives related to the preparation of the Closing Date reflecting the Assets to be sold Balance Sheet and assigned hereunder and the liabilities to be transferred and assumed hereunder. Seller shall deliver the Pre-Closing Statement Statement, as well as to Purchaser not less than three (3) Business Days before the Closing Date. Seller agrees to pay to Purchaser at the Closing, in immediately available funds, the excess amount, if any, any of the amount personnel, property and facilities and such books and records and other relevant information of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(b) above the Company and its Subsidiaries, and the net amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) aboveCompany shall make available its employees knowledgeable about the information used in, if anyand the preparation of, as reflected by the Pre-Closing Statement, over in each case to the aggregate amount computed in accordance with Section 2.04(a) above, as reflected extent reasonably required by the Pre-Closing Statement. Purchaser agrees Buyer to pay Seller at the Closing, in immediately available funds, the excess, if any, complete its review of the aggregate amount computed in accordance with Section 2.04(a) above and the net amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment Company shall consider in good faith any revisions to the Pre-Closing Statement proposed by Purchaser Buyer and, to Seller or by Seller the extent the Company agrees to Purchaser any revisions, such revisions shall be subject to subsequent adjustment based on incorporated into the final settlement statement in the form attached hereto as Exhibit 7.04(d). The calculation of the payment of funds at Pre-Closing required under this Agreement shall be made on a settlement statement in the form attached as Exhibit 2.04(e) heretoStatement.

Pre-Closing Statement. At least three (3) days prior to the Closing, Seller shall prepare deliver to Buyer a written statement satisfactory in form and substance to Buyer (the “Pre-Closing Statement”) setting forth Seller’s good faith estimate of the Closing Working Capital (the “Estimated Working Capital”), the Funded Indebtedness (the “Estimated Funded Indebtedness”), and the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), and an estimated balance sheet of the Company as of the Effective Time (without giving effect to the Acquisition), along with a certification by Seller that such estimated balance sheet and the calculation of the Estimated Working 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 was being prepared and reviewed as of a date not earlier than five (5) Business Days prior fiscal year end. The Pre-Closing Statement shall be 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 Closing Date reflecting the Assets to be sold Books and assigned hereunder Records and personnel of Seller and the liabilities Company in relation to be transferred the same. Buyer and assumed hereunder. Seller shall deliver cooperate and negotiate in good faith to resolve any questions, objections, or other disputes regarding all or any portion of the Pre-Closing Statement as soon as practical; provided, however, that any failure of Buyer to Purchaser not less than three (3) Business Days before the Closing Date. Seller agrees to pay to Purchaser at the Closing, in immediately available funds, the excess amount, if any, dispute any item or aspect of the amount of Deposit Liabilities assumed by Purchaser pursuant Pre-Closing Statement will not preclude Buyer from exercising any other rights with respect to Section 2.03(b) above and the net amount any or all aspects of any prorated items owed by Seller adjustments under this Agreement. If Buyer has any objections to Purchaser pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the aggregate amount computed in accordance with Section 2.04(a) aboveor any portion thereof, as reflected which Buyer and Seller are unable to resolve by the Pre-Closing Statement. Purchaser agrees mutual consent prior to pay Seller at the Closing, then Buyer may elect in immediately available funds, its sole discretion to (i) proceed with the excess, if any, of the aggregate amount computed in accordance with Section 2.04(a) above and the net amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by Closing based on the Pre-Closing Statement, over revised to include any updates or adjustments determined appropriate by the amount mutual consent of Deposit Liabilities assumed by Purchaser Buyer and Seller, (ii) delay Closing until all objections are resolved, or (iii) terminate this Agreement pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment by Purchaser to Seller or by Seller to Purchaser shall be subject to subsequent adjustment based on the final settlement statement in the form attached hereto as Exhibit 7.04(d). The calculation of the payment of funds at Closing required under this Agreement shall be made on a settlement statement in the form attached as Exhibit 2.04(e) heretoArticle IX.

Pre-Closing Statement. Seller Not later than three (3) Business Days prior to the Closing Date, the Company shall prepare deliver to Purchaser (i) a statement (the “Pre-Closing Statement”), substantially similar in form to the illustrative example set forth on Exhibit B, setting forth (A) the Company’s good faith estimate of Working Capital as of a date not earlier than five (5) Business Days prior to the close of business on the Closing Date reflecting (the Assets “Estimated Closing Date Working 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 be sold and assigned hereunder 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, and the liabilities calculation of, the 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 transferred reduced by the amount of such excess plus One Million Dollars ($1,000,000) and assumed hereunder. Seller (y) the amount resulting therefrom shall deliver 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 Purchaser not less than three (3) Business Days before the Closing Date. Seller agrees to pay to Purchaser at the Closing, in immediately available funds, the excess amount, if any, books and records of the amount of Deposit Liabilities assumed by Purchaser pursuant Company, and other Company documents, to Section 2.03(b) above and review the net amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, if any, as reflected by information set forth in the Pre-Closing StatementStatement prior to the Closing Date; provided, over the aggregate amount computed in accordance with Section 2.04(ahowever, that (x) above, as reflected by such access shall not be a condition to Closing under this Agreement and (y) Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement. Statement in making payments under Section 2.2 and Purchaser agrees to pay Seller at and Merger Sub shall not be responsible for the Closing, calculations or the determinations regarding such calculations in immediately available funds, the excess, if any, of the aggregate amount computed in accordance with Section 2.04(a) above and the net amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by the such Pre-Closing Statement, over the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment by Purchaser to Seller or by Seller to Purchaser shall be subject to subsequent adjustment based on the final settlement statement in the form attached hereto as Exhibit 7.04(d). The calculation of the payment of funds at Closing required under this Agreement shall be made on a settlement statement in the form attached as Exhibit 2.04(e) hereto.

Pre-Closing Statement. Seller shall prepare a statement (the “Pre-Closing Statement”) as of a date not earlier than five (5) At least three Business Days prior to the Closing Date reflecting Date, the Assets Company shall prepare, or cause to be sold prepared, and assigned hereunder and deliver to the liabilities to be transferred and assumed hereunder. Seller shall deliver Buyer a statement setting forth the PreCompany’s good-Closing Statement to Purchaser not less than three faith estimate of: (3a) Business Days before the aggregate Indebtedness of the Company as of the Closing Date. Seller agrees to pay to Purchaser at the ClosingDate (without giving effect to, in immediately available fundsbut including all fees and expenses due upon consummation of, the excess amounttransactions contemplated herein), if any, of together with the lenders party thereto and a description and the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(beach element thereof; (b) above and the net aggregate estimated amount of any prorated items owed by Seller Transaction Expenses as of the Closing Date that have been incurred since January 23, 2014 (the “Transaction Expense Measurement Date”) (without giving effect to, but including all fees and expenses due upon the consummation of, the transactions contemplated herein), specifically identifying each payee of a Transaction Expense and whether such amount has been paid to Purchaser pursuant to Section 2.04(cdate, together with a reasonable description thereof; and (c) above, if any, as reflected by the Pre-Closing Statement, over the aggregate amount computed of Cash as of the Closing Date (without giving effect to the transactions contemplated herein). Each of the Seller and the Company shall give the Buyer and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company and its Subsidiaries and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 2.3, and shall authorize its accountants to disclose work papers generated thereby in connection with preparing and reviewing the calculations specified herein; provided, that such accountants shall not be obligated to make any work papers available except in accordance with Section 2.04(a) abovesuch accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance reasonably acceptable to such accountants; provided further, as reflected that the Buyer shall, promptly upon request of the Seller, reimburse the Seller for all reasonable and documented out-of-pocket costs incurred by the Pre-Closing Statement. Purchaser agrees to pay Seller at the Closing, in immediately available funds, the excess, if any, of the aggregate amount computed in accordance with Section 2.04(a) above and the net amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment by Purchaser to Seller or by Seller to Purchaser shall be subject to subsequent adjustment based on the final settlement statement any of its Subsidiaries in the form attached hereto as Exhibit 7.04(d). The calculation of the payment of funds at Closing required under this Agreement shall be made on a settlement statement in the form attached as Exhibit 2.04(e) heretoconnection with such cooperation.

Pre-Closing Statement. Seller shall prepare a statement (the “Pre-Closing Statement”) as of a date not earlier Not less than five (5) Business Days prior to the 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 reflecting (the Assets to “Estimated Balance Sheet”), and calculations derived therefrom, including (i) the 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”), 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 components of the 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 sold based upon the records of the Company and assigned hereunder other information then available and shall be prepared consistently with the Financial Statements and the liabilities Accounting Principles; provided, however, that if and to be transferred the extent there is any inconsistency between the methodology set forth in the Sample Indebtedness Calculation, on the one hand, and assumed hereundereither the Financial Statements or the Accounting Principles, on the other hand, the Sample Indebtedness Calculation shall control (the foregoing two sentences, the “Methodology”). Seller shall deliver the The Pre-Closing Statement to Purchaser shall control solely for purposes of determining the Estimated Cash Consideration and shall not less than three (3) Business Days before the Closing Date. Seller agrees to pay to Purchaser at the Closing, in immediately available funds, the excess amount, if any, of the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(b) above and the net amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the aggregate amount computed in accordance with Section 2.04(a) above, as reflected by the Pre-Closing Statement. Purchaser agrees to pay Seller at the Closing, in immediately available funds, the excess, if any, of the aggregate amount computed in accordance with Section 2.04(a) above and the net amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment by Purchaser to Seller limit or by Seller to Purchaser shall be subject to subsequent adjustment based on the final settlement statement in the form attached hereto as Exhibit 7.04(d). The calculation of the payment of funds at Closing required otherwise affect Buyer’s rights or remedies under this Agreement (or otherwise) or constitute an acknowledgment, consent, waiver or estoppel by or of Buyer with respect to the accuracy thereof. The Company shall be made on a settlement statement provide Buyer and its representatives, prior to Closing, reasonable access during normal business hours and upon reasonable notice to the records of the Company and such information used to prepare the Estimated Balance Sheet and the Company’s personnel in order to allow Buyer to verify the form attached as Exhibit 2.04(e) heretoEstimated Balance Sheet for purposes of Closing.

Pre-Closing Statement. Seller Promptly after execution and delivery of this Agreement, the Company shall prepare and deliver to Purchaser a written statement (the “Pre-Closing Statement”), which shall set forth the Company’s good faith estimate of (a) as of a date not earlier than five Closing Date Cash and Cash Equivalents (5“Estimated Cash and Cash Equivalents”), (b) Business Days prior to Working Capital (“Estimated Working Capital”), (c) the Closing Date reflecting Indebtedness (“Estimated Closing Date Indebtedness”), (d) Selling Expenses (“Estimated Selling Expenses”) and a list of Persons to whom such Selling Expenses are payable and, if applicable, invoices relating thereto in form and substance reasonably satisfactory to Purchaser, and wire instructions therefor, and (e) the Assets to be sold and assigned hereunder and the liabilities to be transferred and assumed hereunderClosing Date Merger Consideration based upon such items. Seller The Company shall also deliver the Pre-Closing Statement to Purchaser not less than three (3) Business Days before any and all reasonable supporting or underlying documentation used in the Closing Date. Seller agrees to pay to Purchaser at the Closing, in immediately available funds, the excess amount, if any, preparation of the amount Pre- Closing Statement. Purchaser shall have the right, following Purchaser’s receipt of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(b) above and the net amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over to object thereto by delivering written notice to the aggregate amount computed in accordance with Company no later than noon EST on the Business Day before the Closing Date. To the extent Purchaser timely objects to the Pre- Closing Statement (or any component thereof), Purchaser and the Company shall attempt to ACTIVE 274341277 resolve their differences; provided that, if Purchaser and the Company are unable to resolve any such dispute prior to the Closing Date, then, subject to Section 2.04(a) above2.12, the Company’s calculations as reflected by in the Pre-Closing StatementStatement shall control for purposes of all payments to be made at Closing. To the extent Purchaser agrees and the Company resolve any of their differences prior to pay Seller the Closing, then Purchaser and the Company shall jointly agree on a revised Pre-Closing Statement that will control for purposes of the payments to be made at the Closing, in immediately available funds, the excess, if any, of the aggregate amount computed in accordance with Section 2.04(a) above and the net amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment by Purchaser to Seller or by Seller to Purchaser shall be subject to subsequent adjustment based on the final settlement statement in the form attached hereto as Exhibit 7.04(d). The calculation of the payment of funds at Closing required under this Agreement shall be made on a settlement statement in the form attached as Exhibit 2.04(e) hereto.

Pre-Closing Statement. Seller Not later than two (2) Business Days prior to the Closing Date, the Company shall prepare deliver to Purchaser (i) a statement (the “Pre-Closing Statement”) setting forth (A) the Company’s good faith estimate of Working Capital as of a date not earlier than five the Adjustment Time (5the “Estimated Working Capital”), (B) Business Days the amount, if any, by which such calculation of Estimated Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Estimated Working Capital, (C) the Company’s good faith estimate of the Company Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Company’s good faith estimate of the Net Debt (the “Estimated Net Debt”), (E) the amount, if any, by which such calculation of Estimated Net Debt exceeds the Net Debt Target or the amount, if any, by which the Net Debt Target exceeds such calculation of Estimated Net Debt, (F) the name of all holders of Company Stock, together with the number of shares of Company Stock owned by such holder as of immediately prior to the Effective Time, an indication whether such holder of Company Stock has duly executed and delivered a Letter of Transmittal, and such holder’s Participation Percentage, (G) the name of all holders of Company Warrants, together with the number of shares of Company Stock issuable upon the exercise of the Company Warrants owned by such holder and the exercise price therefor as of immediately prior to the Effective Time, an indication whether such holder has duly executed and delivered a Warrant Cancellation Agreement, Closing Date reflecting Warrant Merger Consideration payable to such holder and such holder’s Participation Percentage, (H) the Assets number of Fully Diluted Shares, (I) the resulting calculation of the Estimated Merger Consideration and Closing Merger Consideration, (J) the resulting calculation of the Closing Company Stock Per Share Merger Consideration, (K) the resulting calculation of the Closing Payments, and (L) wire transfer instructions for any Closing Payment to be sold and assigned hereunder and paid to the liabilities to be transferred and assumed hereunder. Seller shall deliver Representative, (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 accordance with the Accounting Rules, and (iii) the Pay-Off Letters. The Company shall provide Purchaser with reasonable access to Purchaser not less than three (3) Business Days before the books and records of the Company, and other Company documents, to verify the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement. Seller agrees The Representative and the Company shall give due and reasonable consideration in good faith to pay to Purchaser at the Closing, in immediately available funds, the excess amount, if any, of the amount of Deposit Liabilities assumed any comments made by Purchaser pursuant to Section 2.03(b) above (and the net amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, if any, as reflected by shall correct the Pre-Closing Statement, over the aggregate amount computed as applicable, for any inaccuracies shown by Purchaser) and shall otherwise cooperate in accordance good faith to answer any questions and resolve any issues raised by Purchaser and its representatives in connection with Section 2.04(a) above, as reflected by their review of the Pre-Closing Statement. Purchaser agrees to pay Seller at the Closing, in immediately available funds, the excess, if any, of the aggregate amount computed in accordance with Section 2.04(a) above and the net amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment by Purchaser to Seller or by Seller to Purchaser shall be subject to subsequent adjustment based on the final settlement statement in the form attached hereto as Exhibit 7.04(d). The calculation of the payment of funds at Closing required under this Agreement shall be made on a settlement statement in the form attached as Exhibit 2.04(e) hereto.