Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

Estimated Closing Statement. Not less than two three (2but not more than five) Business Days prior to the Closing anticipated Distribution Date, the Seller UWWH shall prepare provide IP and deliver to the Buyer Spinco (a) a statement (the “Estimated Closing Statement”), certified in writing certificate endorsed by an executive officer of UWWH certifying a statement (in form and substance reasonably satisfactory to IP) (the Seller, “UWWH Estimated Closing Statement”) setting forth, in reasonable detail, forth UWWH’s good faith estimate of (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital UWWH Transaction Expenses Amount (the “UWWH Estimated Closing Date Net Working CapitalTransaction Expenses Amount”) and the components thereof; ), (ii) the UWWH Working Capital Adjustment (the “UWWH Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; Adjustment”) and (iii) the resulting calculation UWWH Net Debt Adjustment (the “UWWH Estimated Net Debt Adjustment”) and (iv) the Estimated Adjustment Payment, including reasonable detail regarding the calculations thereof and (b) an estimated unaudited balance sheet of UWWH and its Subsidiaries as of the Purchase Price Calculation Time (the resulting amount, the “UWWH Estimated Purchase PriceClosing Balance Sheet”), in each case calculated pursuant to the Accounting Principles. The Seller UWWH Estimated Closing Balance Sheet and the Owner, during the period from the delivery of the UWWH Estimated Closing Statement through (x) shall be prepared in accordance with the Applicable Accounting Principles and (y) shall not give effect to the refinancing of the Unisource Credit Facility. Prior to and after delivering the UWWH Estimated Closing DateBalance Sheet and UWWH Estimated Closing Statement, shall, and UWWH shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (give IP and its auditors, advisors, counsel, Representatives access at all reasonable times and other representatives) on reasonable access advance notice to the books and books, records, outside accounting firmproperties, working papers and personnel of UWWH and its Subsidiaries (subject including UWWH’s senior finance and accounting personnel and its accountants) to the execution of customary access letters), personnel, extent reasonably required to permit IP to review the UWWH Estimated Closing Balance Sheet and facilities of the Seller in order to complete their review of the UWWH Estimated Closing Statement and shall cooperate and provide such information as reasonably requested by IP and its Representatives regarding the calculations set forth thereincalculation of the components thereof and provide such back-up therefor as reasonably requested by IP. If the Estimated Adjustment Amount is positive, and the Seller UWWH Stockholder shall consider in good faith any comments made be paid by the Buyer Spinco by wire transfer of immediately available funds an amount equal to the Estimated Adjustment Amount at Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any as payment of the estimated amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights due pursuant to Section 2.05(b) to conduct a review of 2.7(a)(i)(z). If the Estimated Closing Date Net Working CapitalAdjustment Amount is negative, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith Special Payment payable to IP prior to the Closing Distribution pursuant to resolve any reasonable objection Section 2.6 of the Buyer may have Distribution Agreement shall be increased by an amount equal to the estimates or calculations contained thereinEstimated Adjustment Amount Payment pursuant to Section 5.1 of the Distribution Agreement.

Estimated Closing Statement. Not less than two At least 4 (2four) Business Days prior to before the Closing Date, the Seller Sellers shall prepare and deliver to the Buyer Telefónica Parties a statement setting forth its good faith estimate of (A) Working Capital of the Company as of the Reference Date (the “Estimated Closing Working Capital”), (B) Cash of the Company as of the Reference Date (the “Estimated Closing Cash”), (C) Debt of the Company as of the Reference Date (the “Estimated Closing Debt”), (D) the Estimated Closing Working Capital Adjustment (as defined in Exhibit 3) as of the Reference Date, and (E) the Vivendi Leakage Amount between the Reference Date and the Closing Date estimated by the Sellers (the “Estimated Vivendi Leakage Amount”), which statement shall quantify in reasonable detail the estimates of the items constituting the Estimated Closing Working Capital, the Estimated Closing Cash, the Estimated Closing Debt, the Estimated Closing Working Capital Adjustment and the Estimated Vivendi Leakage Amount, in each case calculated in accordance with this Agreement (the “Estimated Closing Statement”), certified in writing by an executive officer ) prepared applying the same methods and principles of the SellerCompany’s financial statements of June 30, setting forth2014 and of December 31, in reasonable detail2013, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, a certificate of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) Chief Financial Officer and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation external auditor of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant Company to the Accounting Principles. The Seller and the Owner, during the period from the delivery of effect that the Estimated Closing Statement through was prepared in accordance with the above-mentioned accounting principles and practices adopted by the Company and provided they do not conflict with the IFRS. The Estimated Closing Statement shall be expressed in Euros applying the Offer Exchange Rate (except in the case of the items comprised within the definition of Cash and Debt denominated in Euros, which shall be considered for their respective amounts in Euros). On the Closing Date, shall, and Purchaser shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access pay to the books and records, outside accounting firm, working papers (subject to Sellers in accordance with Article 2.1(i) the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of Cash Consideration minus the Estimated Closing Statement and the calculations set forth thereinWorking Capital Adjustment as defined in Exhibit 3, and the Seller shall consider in good faith any comments made by the Buyer to plus the Estimated Closing Statement. The Buyer’s failure to make any comment regardingCash, or to dispute any amount included in, less the Estimated Closing Statement shall not limitDebt, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of minus the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinVivendi Leakage Amount.

Estimated Closing Statement. Not less than The Company shall have prepared and delivered to Acquiror two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer Date a statement (the “Estimated Closing Statement”), certified which shall take into account any reasonable comments from Acquiror that the Company shall determine in writing by an executive officer good faith are appropriate to ensure that the items set forth therein conform with the provisions of the Sellerthis Agreement, setting forth, in reasonable detail, forth (iA) the SellerCompany’s good faith calculation, together with reasonably detailed supporting documentation, estimate of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; ), (iiB) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and Company’s estimate of Closing Cash (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase PriceClosing Cash”), in each case calculated pursuant (C) the Company’s estimate of Closing Indebtedness (the “Estimated Indebtedness”) and (D) the Company’s estimate of Company Transaction Expenses (the “Estimated Transaction Expenses”), along with a certificate executed by the Company’s Chief Executive Officer or Chief Financial Officer (the “Closing Certificate”) certifying as to the Accounting Principles. The Seller and the Owner, during the period from the delivery amount of the Estimated Closing Statement through Working Capital, Estimated Closing Cash, Estimated Indebtedness and Estimated Transaction Expenses. The Closing Certificate shall be accompanied by executed payoff letters from each holder of Closing Indebtedness that relates to borrowed money. The Closing Certificate shall include a funds flow statement which shall take into account any reasonable comments from Acquiror to ensure that the items set forth therein conform with the provisions of this Agreement, setting forth with respect to each Equityholder and each Person to whom any Company Transaction Expenses and Closing DateIndebtedness is payable or due at Closing, shallthe amounts payable to each such Person in accordance with the terms of this Agreement and payment instructions with respect to each such payee, and setting forth the Percentage for each Equityholder. The Company will prepare the Estimated Closing Statement on an accrual basis in accordance with GAAP using the same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company’s Financial Statements. The Company shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access also make available to the books and Acquiror all financial records, outside accounting firmwork papers, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller or other documentation as Acquiror may reasonably request in order to complete their connection with its review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

Estimated Closing Statement. Not less later than two five (25) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer Purchaser a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”), certified in writing by an executive officer ) setting forth (a) a good faith calculation of the Seller, setting forthCompany’s estimate of the Closing Indebtedness, in reasonable detaileach case, (i) as of the Seller’s good faith calculation, together Reference Time and along with reasonably detailed supporting documentationcalculations, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iiib) the resulting calculation estimated Merger Consideration and Merger Consideration Shares to be issued by Purchaser at the Closing using the formula in Section 1.8 based on such estimates of the Purchase Price (the resulting amountClosing Indebtedness, the “which Estimated Purchase Price”), in each case calculated pursuant Closing Statement shall be subject to the Accounting Principles. The Seller review and the Owner, during the period from the delivery of reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement through to Purchaser, the Closing Date, shall, Company will meet with Purchaser to review and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of discuss the Estimated Closing Statement and the calculations set forth therein, and the Seller shall Company will consider in good faith any Purchaser’s comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and make any appropriate adjustments to the Buyer Estimated Closing Statement prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the Seller determinations contained therein shall negotiate be prepared in accordance with GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to Closing Indebtedness the amount owed to each creditor of the Company and, with respect to any Closing Indebtedness that Purchaser and the Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from the Company’s creditors in form and substance reasonably acceptable to Purchaser. Schedule 1.9 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith prior by the Company in cooperation with Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Indebtedness and the resulting Merger Consideration and Merger Consideration Shares, if the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinhad occurred on such date, in each case prepared and calculated in accordance with this Agreement.

Estimated Closing Statement. Not less later than two three (23) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”), certified in writing by ) setting forth (a) an executive officer estimated consolidated balance sheet of the SellerTarget Companies as of the Reference Time, setting forthprepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in reasonable detaileach case, (i) as of the Seller’s good faith calculation, together Reference Time and along with reasonably detailed supporting documentationcalculations, and (c) the resulting estimated Exchange Consideration and Exchange Shares (valued at the Redemption Price) to be issued and delivered by Pubco at the Closing using the formula in Section 2.2 based on such estimates of the estimated Closing Date Net Debt, Net Working Capital (the “and Transaction Expenses, which Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant Statement shall be subject to the Accounting Principlesreview (and not the approval) by Purchaser. The Seller and the Owner, during the period from the delivery of Promptly after delivering the Estimated Closing Statement through to Purchaser, the Closing Date, shall, Company will meet with Purchaser to review and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of discuss the Estimated Closing Statement and the calculations set forth therein, and the Seller shall Company will consider in good faith any Purchaser’s comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and make applicable adjustments to the Buyer and the Seller shall negotiate in good faith Estimated Closing Statement prior to the Closing. Any such adjusted Estimated Closing Statement shall thereafter be deemed the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to resolve (i) any reasonable objection Closing Net Debt, the Buyer may have amount owed to each creditor of any of the estimates or calculations contained thereinTarget Companies and, with respect to any Closing Net Debt that Purchaser and the Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor.

Estimated Closing Statement. Not less than two three (2but not more than five) Business Days prior to the Closing anticipated Distribution Date, the Seller IP shall prepare provide Spinco and deliver to the Buyer UWWH (a) a statement (the “Estimated Closing Statement”), certified in writing certificate endorsed by an executive officer of IP certifying a statement (in form and substance reasonably satisfactory to UWWH) (the Seller, “Spinco Estimated Closing Statement”) setting forth, in reasonable detail, forth IP’s good faith estimate of (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Spinco Working Capital Adjustment (the “Spinco Estimated Closing Date Net Working CapitalCapital Adjustment”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price Spinco Net Debt Adjustment (the resulting amount, the “Spinco Estimated Purchase PriceNet Debt Adjustment”), in each case calculated pursuant to including reasonable detail regarding the Accounting Principlescalculations thereof and (b) an estimated unaudited balance sheet of the Spinco Business as of the Calculation Time (the “Spinco Estimated Closing Balance Sheet”). The Seller Spinco Estimated Closing Balance Sheet and the Owner, during the period from the delivery of the Spinco Estimated Closing Statement through (x) shall be prepared in accordance with the Applicable Accounting Principles and (y) shall not give effect to the Special Payment to IP contemplated by Section 2.6, the Distribution and/or the Special Payment Financing. Prior to and after delivering the Spinco Estimated Closing DateBalance Sheet and Spinco Estimated Closing Statement, shall, IP and Spinco shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (give UWWH and its auditors, advisors, counsel, Representatives access at all reasonable times and other representatives) on reasonable access advance notice to the books and books, records, outside accounting firmproperties, working papers and personnel of Spinco and IP (subject including Spinco and IP’s respective senior finance and accounting personnel and their accountants) to the execution of customary access letters), personnel, extent reasonably required to permit UWWH to review the Spinco Estimated Closing Balance Sheet and facilities of the Seller in order to complete their review of the Spinco Estimated Closing Statement and shall cooperate and provide such information as reasonably requested by UWWH and its Representatives regarding the calculations set forth therein, calculation of the components thereof and provide such back-up therefor as reasonably requested by UWWH. The amount of the Seller Special Payment shall consider in good faith any comments made be (1) (x) increased by the Buyer an amount equal to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Spinco Estimated Working Capital Increase Adjustment, if such amount is positive, or (y) decreased by the absolute value of such amount, if such amount is negative; (2) decreased by an amount equal to the Spinco Estimated Working Capital DecreaseNet Debt Adjustment if such amount is positive, as or (y) increased by the case may beabsolute value of such amount, if such amount is negative; and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of (3) if the Estimated Closing Statement and Adjustment Amount is negative, increased by the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinEstimated Adjustment Amount Payment.

Estimated Closing Statement. Not less than two At least five (25) Business Days prior to before the Closing DateClosing, the Seller Sellers’ Representative shall prepare and deliver to the Buyer a written statement (the “Estimated Closing Statement”), certified in writing by an executive officer ) setting forth its good faith estimate (along with reasonably detailed calculations) of (x) the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, Closing Date Cash as of the estimated Closing Date Net Working Capital Calculation Time (such amount, the “Estimated Closing Date Net Working CapitalCash”) and the components thereof; ), (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, Closing Date Debt as the case may be; and of immediately prior to Closing (iii) the resulting calculation of the Purchase Price (the resulting such amount, the “Estimated Purchase PriceClosing Date Debt”), (iii) Closing Date Transaction Expenses as of immediately prior to Closing (such amount, the “Estimated Transaction Expenses”), and (iv) the Closing Working Capital and the resulting Net Working Capital Adjustment Amount as of the Calculation Time (such amount, which may be positive or negative, the “Estimated Net Working Capital Adjustment Amount”), (y) based on such calculations, the Estimated Purchase Price, and (z) an estimated consolidated balance sheet of the Company Group as of the Closing Date (without giving effect to the transactions contemplated herein); in each case calculated pursuant to the cases of subsections (x)-(z), prepared in accordance with the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller Sellers’ Representative shall consider in good faith any reasonable comments made or objections of Buyer to any item or amount notified to it by Xxxxx in writing at least two (2) days prior to the Closing and if, prior to the Closing, Sellers’ Representative and Buyer agree to make any modification to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, then the Estimated Closing Statement as so modified shall not limit, or have any effect on, the Buyer’s rights pursuant be deemed to Section 2.05(b) to conduct a review of be the Estimated Closing Date Net Working Capital, Statement. Buyer shall be entitled to rely on the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review accuracy of the Estimated Closing Statement in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, and the Estimated Closing Statement. None of Buyer and or any of its Affiliates (including, after the Seller Closing, the Company) shall negotiate have any liability or obligation to any Person, including the Sellers’ Representative or Selling Parties, for any Losses arising from or relating to any errors, omissions or inaccuracies in good faith prior to the Estimated Closing to resolve any reasonable objection Statement or the Buyer may have to the estimates or calculations contained therein.

Estimated Closing Statement. Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare Sellers’ Representative has in good faith prepared and deliver delivered to the Buyer a written statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, ) setting forth, in reasonable detail, forth (i) the SellerEstimated Closing Cash, (ii) the Estimated Closing Indebtedness, (iii) the Estimated Closing Seller Transaction Expenses, (iv) Sellers’ Representative’s good faith calculation, together with reasonably detailed supporting documentation, resulting estimate of the estimated Purchase Price (as calculated pursuant to Section 2.03(a)) as of the Closing Date Net Working Capital based on the foregoing clauses (i) through (iii) (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), (v) the Estimated Closing Working Capital and each component thereof, provided, however, for the avoidance of doubt, the Parties acknowledge that such Estimated Closing Working Capital shall not result in each case calculated an adjustment to the Estimated Closing Purchase Price, (vi) the portion of the payments to be made pursuant to the Accounting PrinciplesSection 2.05(a)(vi) hereof to each Seller and (vii) wire instructions for each Seller. The Seller and the Owner, during the period from the delivery Sellers’ Representative’s reasonable good faith determination of the Estimated Closing Statement through shall control for purposes of calculating the Estimated Closing Purchase Price and the Closing Date, shallshall proceed, and the payments required to be made on the Closing Date pursuant to Section 2.05 shall cause their respective managersbe determined, officers, employees, accountants, and other relevant advisors to, provide on the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review basis of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider (it being understood that Buyer does not waive any rights to take a contrary position to that reflected in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, in connection with the Buyer’s rights pursuant to Section 2.05(b) to conduct a review preparation of the Estimated Final Closing Date Net Working Capital, the Estimated Working Capital Increase Statement or Estimated Working Capital Decrease, as the case may be, and the resulting any calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates set forth therein or calculations contained thereinotherwise).

Estimated Closing Statement. Not less than two (2) On or before the 5th Business Days prior to Day before the Closing Date, the Seller Companies shall prepare and deliver to the Buyer a statement certificate (the “Estimated Closing Statement”) setting forth the Companies’ good faith estimate (each, without duplication) of (a) the Class A Net Closing Cash Adjustment, (b) the Class B Net Closing Cash Adjustment, (c) the Class C Net Closing Cash Adjustment, and (d) the Class D Net Closing Cash Adjustment (clauses (a) through (d), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amountcollectively, the “Estimated Purchase PriceNet Closing Cash Adjustment”), (e) the Class A Cash Consideration, (f) the Class B Cash Consideration, (g) the Class C Cash Consideration and (h) the Class D Cash Consideration (clauses (e) through (h), collectively, the “Estimated Cash Consideration”); in each case calculated pursuant in accordance with the definitions thereof, along with supporting documentation thereof, and based on such estimates, the Companies’ estimated determinations of the Cash Consideration and Stock Consideration for each share of each class of HoldCo Stock and, with respect to each of the Accounting PrinciplesClass A Stock, Class B Stock, Class C Stock and Class D Stock, the Applicable Per Share Amount of the Relevant Net Closing Cash Adjustment. The Seller Companies shall consider in good faith, and the Ownerconsult with Buyer regarding, during the period from the delivery of any comments on the Estimated Closing Statement through that are submitted by Buyer on or before the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith 2nd Business Day prior to the Closing Date; provided, however, such review and consultation shall in no event be a condition to resolve Closing and the Companies’ good faith determination, after consideration of any reasonable objection Buyer comments, of the Buyer may have Estimated Net Closing Cash Adjustment and the Estimated Cash Consideration shall be final and binding for purposes of calculating the Initial Merger Consideration. The Class A Net Closing Cash Adjustment, Class B Net Closing Cash Adjustment, Class C Net Closing Cash Adjustment, Class D Net Closing Cash Adjustment, Class A Per Share Cash Consideration, Class B Per Share Cash Consideration, Class C Per Share Cash Consideration, and Class D Per Share Cash Consideration shall be subject to the estimates or calculations contained thereinpost-Closing adjustment as provided in Section 2.4.

Estimated Closing Statement. Not In order to facilitate payment of the amounts referenced in this Article II, the Company will deliver to Buyer, not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement memorandum (the “Estimated Closing Statement”), certified in writing by an executive officer of ) setting forth the Seller, setting forth, in reasonable detail, (i) the SellerCompany’s good faith calculationestimates of (a) the amount of Closing Date Indebtedness, together with reasonably detailed supporting documentationif any, (b) the amount of Transaction Expenses outstanding as of the estimated Closing, (c) the balance sheet of the Company as of the Closing Date Net Date, which shall include a good faith estimate of the Working Capital as of the Closing Date, (the “Estimated Closing Date Net Working Capital”) and whether there is an Estimated Working Capital Surplus or an Estimated Working Capital Deficit, (d) the components thereof; Aggregate Exercise Price, (e) the number of shares of Common Stock that will be outstanding immediately prior to the Closing (including shares of Common Stock issuable upon conversion of Preferred Shares), (f) the number of shares of Common Stock underlying Options that will be outstanding immediately prior to the Closing, and (g) based on such estimates and amounts and the Estimated Closing Working Capital, calculations of (i) the Merger Consideration, including any initial increase or decrease to the Merger Consideration paid at Closing based upon an Estimated Working Capital Surplus or Estimated Working Capital Deficit (the “Estimated Merger Consideration”), (ii) the Estimated Working Capital Increase or Estimated Working Capital DecreaseCommon Per Share Amount, as the case may be; and (iii) the resulting calculation Option Payment with respect to each Option Holder, (iv) the Allocable Share of the Purchase Price each Equity Holder and (the resulting amountv) with respect to each Equity Holder, the “Estimated Purchase Price”), in each case calculated pursuant portion of Merger Consideration to be withheld and deposited with the Accounting PrinciplesEscrow Agent. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, include the name of each Person to whom Transaction Expenses are to be paid or have any effect onto whom amounts in repayment of Company Indebtedness are to be paid, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review amount of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, each such payment and the resulting calculation of the Purchase Pricepayment instructions for each such Person. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement shall be subject to review and approval by Buyer. The Estimated Closing Statement shall be prepared (and the Buyer estimates, determinations and calculations contained therein shall be made) in accordance with this Agreement and the Seller Charter, and shall negotiate be true, complete and correct in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinall material respects.

Estimated Closing Statement. Not less than two five (25) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer Acquiror (a) a written statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, ) setting forth, in reasonable detail, forth (i) the SellerCompany’s good faith calculation, together with reasonably detailed supporting documentation, estimate of the estimated (A) Closing Date Net Working Capital (the “Estimated Net Working Capital”), (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a schedule setting forth the Outstanding Company Expenses and, if payable, or to be paid, on the Closing Date, wire instructions therefor and (c) substantially final drafts of the Payoff Letters. The Estimated Closing Statement, and the components thereof, shall be prepared in accordance with the definitions of Closing Date Net Working Capital”) , Closing Date Funded Debt, Closing Date Cash and Closing Date Outstanding Company Expenses and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Agreed Principles. The Seller and From the Owner, during the period from the delivery of date the Estimated Closing Statement through is delivered until one (1) Business Day prior to the Closing Date, shall, and the Company shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (Acquiror and its auditors, advisors, counsel, and other representatives) representatives reasonable access to the books and recordsrecords of the Company and its Subsidiaries and the personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, outside accounting firmin each case, working papers (subject which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to request reasonable changes to the execution of customary access letters), personnel, Estimated Closing Statement after receipt thereof and facilities of the Seller Company shall consider in order good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to complete their make any such changes and in no event shall any review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regardingAcquiror, or to any dispute any amount included inrelating thereto, delay or prevent the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinClosing.

Estimated Closing Statement. Not less than two (2a) At least five (5) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a written statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) that shall include and set forth the Seller’s good faith calculation, together with reasonably detailed supporting documentation, estimate of the estimated Closing Date (i) Net Working Capital (the “Estimated Closing Date Net Working Capital”) and ), including the calculation showing each of the components thereof; of Net Working Capital, (ii) Net Indebtedness (the “Estimated Net Indebtedness”) (with each of Estimated Net Working Capital and Estimated Net Indebtedness and, except for the Income Tax Liability Accrual and Transaction Expenses included in the calculation of the Estimated Working Capital Increase or Estimated Working Capital DecreaseNet Indebtedness (which items shall be calculated giving effect to the Transactions), as without giving effect to the case may be; Transactions), including a calculation showing each of the components of Net Indebtedness, including Indebtedness, Cash and Transaction Expenses, and (iii) on the resulting basis of the foregoing, a calculation of the Purchase Price Closing Cash Consideration (the resulting amount, the “Estimated Purchase PriceClosing Cash Consideration”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through shall be prepared in accordance with the Applicable Accounting Principles, using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of Exhibit D. At least five (5) Business Days prior to the Closing Date, shall, and Seller shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the make available to Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to Representatives the books and records, outside accounting firm, working work papers (subject to the execution of customary work paper access letters), personnel, if requested) and facilities of the Seller other books and records used in order to complete their review of preparing the Estimated Closing Statement and reasonable access to employees of the calculations set forth thereinCompanies and their respective Subsidiaries as Buyer may reasonably request in connection with its review of such statements, and the Seller will otherwise cooperate in good faith with Buyer’s and its Representatives review of such statements and shall consider take into consideration in good faith any comments made by the of Buyer to on the Estimated Closing Statement. The Buyer’s failure to make Notwithstanding the foregoing, in no event will any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the of Buyer’s rights pursuant to Section 2.05(b) to conduct be considered waived, impaired or otherwise limited as a review result of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith not making an objection prior to the Closing to resolve any reasonable or its making an objection the Buyer may have to the estimates or calculations contained thereinthat is not fully implemented in a revised Estimated Closing Statement.

Estimated Closing Statement. Not less No later than two the fourth (24th) Business Days Day prior to the Closing Date, the Seller Company shall prepare in good faith and deliver to the Buyer GB Shareholders’ Representative and the FPAC Shareholders’ Representative a statement (the “Estimated Closing Statement”), certified in writing by an executive officer ) setting forth the Company’s good faith estimates of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculationNet Debt Difference (the “Estimated Net Debt Difference”), (ii) Total Consideration (such amount, the “Estimated Total Consideration”) and (iii) the Pre-Deal Dividend, including estimates of each component as set forth in their respective definitions together with reasonably detailed supporting documentation, of . If the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), FPAC Shareholders’ Representative in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery good faith disagrees with any portion of the Estimated Closing Statement through Statement, then the FPAC Shareholders’ Representative, until the second (2nd) Business Day prior to the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access may deliver a notice of such disagreement to the books and records, outside accounting firm, working papers GB Shareholders’ Representative (subject to the execution “Pre-Closing Notice of customary access lettersDisagreement”), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement . The FPAC Shareholders’ Representative and the calculations set forth therein, and the Seller GB Shareholders’ Representative shall consider seek in good faith to resolve in writing any comments made by the Buyer differences they have with respect to the Estimated matters specified in the Pre-Closing Statement. The Buyer’s failure to make Notice of Disagreement, and in the event of any comment regarding, or to dispute any amount included insuch resolution, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review be prepared in accordance with such agreement of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, FPAC Shareholders’ Representative and the resulting calculation GB Shareholders’ Representative. In the event of any failure by the FPAC Shareholders’ Representative to deliver any Pre-Closing Notice of Disagreement or the failure of the Purchase Price. The Seller parties to resolve any differences with respect to matters specified in the Pre-Closing Notice of Disagreement such failure shall not affect, condition or delay the Closing and the Owner Closing shall cooperate with occur based upon the BuyerCompany’s review of estimated amounts set forth in the Estimated Closing Statement and as modified by the Buyer and the Seller shall negotiate in good faith prior to the Pre-Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinNotice of Disagreement, as applicable.

Estimated Closing Statement. Not less than two (2i) Prior to Closing, the Seller shall consult with Buyer and its representatives in good faith to prepare and compute an estimate of the Net Working Capital of the CryoScience Business as of 12:01 a.m., Eastern Standard Time, on the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Net Working Capital”). At least five (5) Business Days prior to before the Closing DateClosing, the Seller shall prepare and deliver to the Buyer a statement setting forth the Seller’s good faith estimate of the Estimated Closing Net Working Capital, which statement shall include reasonable supporting documentation with respect to all amounts and calculations therein (the “Estimated Closing Net Working Capital Statement”), certified in writing by an executive officer of . Seller shall prepare the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Estimated Closing Date Net Working Capital Statement in good faith, based on Seller’s books and records, in accordance with GAAP and, to the extent consistent with GAAP or as otherwise specified under Section 1.6, the accounting policies, principles, practices and methodologies used by Seller in the preparation of the Financial Information and specified on Exhibit 1.6 (the “Accounting Policies”), and shall present fairly the information and data contained therein. The Seller shall in good faith consider any reasonable comments of the Buyer with respect to such Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”)Statement, in each case calculated pursuant to the Accounting Principles. The extent such comments are provided to the Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through no later than at least five (5) Business Days prior to the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate In connection with the Buyer’s review of the Estimated Closing Statement and Net Working Capital Statement, the Seller shall (i) provide the Buyer and its authorized representatives with reasonable access to the books, records, facilities employees and accountants of the Seller (to the extent relating to the CryoScience Business), in each case upon reasonable prior written notice and during normal business hours, and (ii) cooperate with the Buyer and its authorized representatives, including the provision on a timely basis of all information related to the CryoScience Business and reasonably requested and necessary or useful in connection with analyzing the Estimated Closing Net Working Capital Statement. In the event that the Estimated Closing Net Working Capital is revised to incorporate any or all of the Buyer’s comments pursuant to this Section 1.6(e)(i), the Seller shall negotiate in good faith deliver to the Buyer no later than two (2) Business Days prior to the Closing Date the revised Estimated Closing Net Working Capital, which shall be substituted as the “Estimated Closing Net Working Capital” hereunder. Neither the Estimated Closing Net Working Capital, nor any proposal or agreement in respect thereof, shall be binding on, or create or give rise to resolve any reasonable objection the implication or presumption with respect to, Buyer may have in relation to the estimates or calculations contained thereinFinal Closing Net Working Capital (as hereinafter defined).

Estimated Closing Statement. Not less (i) No later than two three (23) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer Acquiror (A) a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of ) setting forth the Seller, setting forth, in reasonable detail, (i) the SellerCompany’s good faith calculation, together with reasonably detailed supporting documentation, estimates of (1) the estimated Closing Date Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Date Net Working Capital”) and Statement shall be prepared by the components thereof; Company in accordance with the Agreed Principles. (ii) the Estimated Working Capital Increase The Company shall consider in good faith any reasonable comments or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant objections to the Accounting Principles. The Seller and the Owner, during the period from the delivery of any amounts set forth on the Estimated Closing Statement through notified to it by Acquiror prior to the Closing Dateand if, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access prior to the books Closing, the Company and records, outside accounting firm, working papers (subject Acquiror agree to make any modification to the execution of customary access letters)Estimated Closing Statement, personnelthen the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, and facilities that the failure of the Seller in order Company and Acquiror to complete their review reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder. (iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the calculations set forth thereinPayment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the Seller shall consider extent such payments are made in good faith any comments made by accordance with this Agreement, the Buyer to Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. The Buyer’s failure None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to make any comment regardingPerson, including the Sellers and the Seller Guarantors, for any Damages arising from or relating to dispute any amount included inerrors, omissions or inaccuracies in the calculations of the portion of any amounts payable to any Seller or any other Person or any other errors, omissions or inaccuracy in the information set forth on the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinPayment Schedule.

Estimated Closing Statement. Not less than two At least five (25) Business Days prior to the Closing DateClosing, the Seller Sellers shall prepare and deliver to the Buyer a an estimated Closing Balance Sheet (“Estimated Closing Balance Sheet”) and an estimated Closing statement executed on behalf of each Seller (the “Estimated Closing Statement”), certified in writing by an executive officer ) setting forth Sellers’ estimate of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculationClosing Cash Amount (“Estimated Closing Cash Amount”), together with reasonably detailed supporting documentation, of the estimated (ii) Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease), as the case may be; and (iii) the resulting calculation amount, if any, of Closing Outstanding Indebtedness (“Estimated Closing Outstanding Indebtedness”), (iv) the Purchase Price amount, if any, of Unpaid Transaction Expenses (“Estimated Unpaid Transaction Expenses”), (v) (A) the aggregate amount of capital expenditures Sellers have made, or have caused the Transferred Companies to make, in accordance with Section 6.2(a), and the amount, if any, by which such aggregate amount is less than the Minimum Capital Expenditure Amount (the resulting “Capital Expenditure Shortfall Amount”), (B) the aggregate amount of sales and marketing related operating expenditures Sellers have made, or have caused the Transferred Companies to make, in accordance with Section 6.2(a), and the amount, if any, by which such aggregate amount is less than the Minimum Marketing Expenditure Amount (the “Marketing Expenditure Shortfall Amount”), and (C) the aggregate amount of equipment subsidies Sellers have made, or have caused the Transferred Companies to make, in accordance with Section 6.2(a), and the amount, if any, by which such aggregate amount is less than the Minimum Equipment Subsidy Amount (the “Equipment Subsidy Shortfall Amount”), and (vi) the Estimated Purchase Price”), . The Estimated Closing Balance Sheet and the Estimated Closing Statement shall be in the format and with only those line items set forth in the form thereof included with the Closing Statement Guidelines attached hereto as Exhibit A. The Estimated Closing Balance Sheet and the Estimated Closing Statement and each case calculated pursuant of the items included therein shall be prepared in good faith by Seller in accordance with the Closing Statement Guidelines. Prior to the Accounting Principles. The Seller and Closing, Buyer shall have the Owner, during right to comment in good faith on the period from amounts contained in the Estimated Closing Statement within three (3) Business Days after the delivery of the Estimated Closing Statement through to Buyer. Sellers shall in good faith consider the Closing Datecomments, shallif any, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the of Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and if Sellers determine, in their sole discretion, that changes to the calculations set forth thereinEstimated Closing Statement and/or Estimated Closing Balance Sheet are appropriate, and Sellers may re-issue an Estimated Closing Statement and/or an Estimated Closing Balance Sheet prior to Closing; provided, however, that any such comments by Buyer with respect to the Seller Estimated Closing Balance Sheet or Estimated Closing Statement shall consider in good faith not delay Closing and, absent manifest error, Sellers will be under no obligation to make any comments made by changes to the Buyer to Estimated Closing Balance Sheet or the Estimated Closing Statement. The Buyer’s failure process described in this Section 2.3 is not intended to make any comment regardingpermit the introduction of different accounting methodologies, practices, estimation techniques, assumptions or principles to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review preparation of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase Balance Sheet or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to or the Closing to resolve any reasonable objection Balance Sheet or Closing Statement from those used in the Buyer preparation of the balance sheets of the Transferred Business included in the Financial Statements, except as may have to be expressly provided for in the estimates or calculations contained thereinClosing Statement Guidelines.

Estimated Closing Statement. Not less later than two three (23) Business Days prior to the anticipated Closing Date and in no event more than five (5) Business Days prior to the anticipated Closing Date, the Seller shall prepare and deliver to the Buyer a written statement (the “Estimated Closing Statement”), certified prepared in writing by an executive officer of accordance with this Agreement and the SellerAccounting Principles, setting forth, forth in reasonable detail, detail (a) good faith estimates of (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital Amount (the “Estimated Working Capital Amount”), (ii) Closing Date Net Working CapitalCash (“Estimated Closing Cash”), (iii) Closing Debt (“Estimated Closing Debt”) and (iv) Company Transaction Expenses (“Estimated Company Transaction Expenses”), and (b) a calculation of the components thereof; (ii) Closing Cash Consideration on the basis of the Estimated Working Capital Increase or Amount, Estimated Working Capital DecreaseClosing Cash, as the case may be; Estimated Closing Debt and Estimated Company Transaction Expenses (iii) the resulting calculation of the Purchase Price (the resulting such amount, the “Estimated Purchase PriceClosing Cash Consideration”). Together with the Estimated Closing Statement, Seller shall provide to Buyer and any accountants, counsel or financial advisors retained by Buyer in each case calculated pursuant connection with the transactions contemplated by this Agreement (x) the work papers of Seller, the Company and, subject to the Accounting Principles. The customary access letters, their accountants, and all other documentation, information and calculations upon which Seller and the OwnerCompany based the foregoing calculations and (y) any other relevant information reasonably requested by Buyer (including access to the relevant books, during records and personnel of Seller, Holdco and the period from Company and their Representatives). Seller shall consult with Buyer regarding, and consider in good faith, any comments on the delivery calculation of the Estimated Closing Statement through Cash Consideration and the components thereof that are submitted by Buyer on or before the second (2nd) Business Day prior to the Closing DateDate and, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books extent there are manifest errors in the Estimated Closing Statement acknowledged by both parties, Seller shall correct such errors and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review deliver an updated version of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

Estimated Closing Statement. Not less No later than two five (25) Business Days prior to the anticipated Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Sellersame format as the Reference Closing Statement, setting forth, in reasonable detail, : (ia) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, estimate of the estimated (i) Closing Date Net Working Capital as of the Effective Time (such estimate, the “Estimated Closing Date Net Working Capital”) and Target Working Capital as of the components thereofEffective Time (such estimate, the “Estimated Target Working Capital”); (ii) the Closing Cash as of the Effective Time (such estimate, the “Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may beClosing Cash”); and (iii) the resulting calculation Closing Indebtedness as of the Purchase Price Closing (the resulting amountsuch estimate, the “Estimated Purchase PriceClosing Indebtedness”); and (iv) the Closing Transaction Expenses as of the Closing (such estimate, the “Estimated Closing Transaction Expenses”); (b) Seller’s determination of the “Closing Adjustment,” which shall equal (i) the Estimated Closing Net Working Capital minus (ii) the Estimated Target Working Capital (expressed as a positive or negative number, as applicable); plus (iii) the Estimated Closing Cash; minus (iv) the Estimated Closing Indebtedness; minus (v) the Estimated Closing Transaction Expenses; minus (vi) the Separation-Related Costs; and (c) the amount to be paid in cash by Buyer to Seller at Closing (the “Closing Payment”), which shall equal the sum of (i) the Base Purchase Price plus (ii) the Closing Adjustment. Seller shall prepare the Estimated Closing Statement in each case calculated pursuant to accordance with the Transaction Accounting Principles. The Following the delivery by Seller of the Estimated Closing Statement, upon reasonable prior notice to Seller, Buyer and its Representatives shall be given such reasonable access during normal business hours to those books and records of Seller and the OwnerAcquired Companies and, during if required by Seller, with supervision of Seller or its Representatives, access to such personnel or Representatives of Seller or the period from the delivery Acquired Companies reasonably related to Seller’s preparation of the Estimated Closing Statement through as Buyer may reasonably request for the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide purposes of evaluating the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review calculation of the Estimated Closing Statement and Statement; provided, that such access does not unreasonably interfere with the calculations set forth therein, and conduct of the business of Seller or the Acquired Companies. Seller shall consider in good faith any of Buyer’s comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review if provided by Buyer reasonably in advance of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinClosing.

Estimated Closing Statement. Not less No later than two (2) five Business Days prior to the Closing Date, the Seller Truist shall prepare and deliver to the Buyer Entities a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, ) setting forth, in reasonable detail, forth (ia) the SellerTruist’s good faith calculation, together with reasonably detailed supporting documentation, estimates of the estimated Closing Date Net Working Capital (Adjustment, Closing Cash, Closing Indebtedness, Closing Transaction Expenses, the “Estimated Investor Return Protection Amount, the Overpaid Pre-Closing Date Net Working Capital”) Tax Distribution and the components thereof; Unpaid Pre-Closing Tax Distribution, (iib) using the Estimated Working Capital Increase or Estimated Working Capital Decreaseamounts referred to in the preceding clause ‎(a), as the case may be; and (iii) the resulting calculation of the Equity Value and Purchase Price (the resulting amountsuch estimated Purchase Price, the “Estimated Purchase Price”)) and the Closing Purchase Price Payments, together with copies of such documents and information used by Truist in each case calculated pursuant its calculation of such amounts as are reasonably necessary for the Buyer Entities to review and verify such amounts, and (c) the account to which the Closing Purchase Price Payments shall be paid. The Buyer Entities shall have the opportunity to comment on and request reasonable changes to the Accounting Principles. The Seller foregoing estimates and the Owner, during the period from the delivery of calculations set forth in the Estimated Closing Statement through the Closing Date, shallStatement, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller Truist shall consider in good faith any comments made by changes the Buyer Entities propose to such estimates and calculations, it being understood that the Buyer Entities shall have no approval rights with respect to the Estimated estimates or calculation therein; provided, however, that, in case of any disagreement between the parties, in no case shall such disagreement delay the Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, and the estimates and calculations of Truist set forth in the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereincontrol.

Estimated Closing Statement. Not less than two At least five (25) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer Parent a statement prepared on a consistent basis with the Sample Working Capital Statement and that is reasonably acceptable to Parent (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, ) setting forth, forth in reasonable detail, (i) detail the SellerCompany’s good faith calculationestimate of Closing Working Capital and the Closing Working Capital Adjustment Amount, together with reasonably detailed supporting documentationin each case including all components thereof, Closing Cash, the Closing Cash Adjustment Amount and Pre-Closing Taxes (other than Taxes that are solely Liabilities of Restructuring Sub or any of the estimated Closing Date Net Working Capital Remainderco Subsidiaries) (such estimates, the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the ,” “Estimated Closing Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the Adjustment Amount,” “Estimated Purchase Price”Closing Cash,” “Estimated Closing Cash Adjustment Amount,” and “Estimated Pre-Closing Taxes,” respectively), in each case calculated pursuant to the Accounting Principlesaccompanied by reasonably detailed back-up documentation for such calculations. The Seller and the Owner, during the period from the delivery of Company shall prepare the Estimated Closing Statement through in accordance with GAAP as consistently applied by the Company for pre-Closing Dateperiods and, shallto the extent consistent with GAAP, using the same accounting principles, practices, procedures, policies and methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in the preparation of the Sample Working Capital Statement. The Company shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (make available to Parent and its auditors, advisors, counsel, and other representatives) reasonable access to Representatives the books and records, outside accounting firm, working work papers (subject to the execution of customary work paper access letters), personnel, if requested) and facilities of the Seller other books and records used in order to complete their review of preparing the Estimated Closing Statement and reasonable access to employees of the calculations set forth thereinCompany as Parent may reasonably request in connection with its review Table of Contents of such statements, and the Seller will otherwise cooperate in good faith with Parent’s and its Representatives review of such statements and shall consider take into consideration in good faith any comments made by the Buyer to of Parent on the Estimated Closing Statement, as applicable. The Buyer’s failure to make Notwithstanding the foregoing, in no event will any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyerof Parent’s rights pursuant to Section 2.05(b) to conduct be considered waived, impaired or otherwise limited as a review result of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith Parent not making an objection prior to the Closing to resolve any reasonable or its making an objection the Buyer may have to the estimates or calculations contained thereinthat is not fully implemented in a revised Estimated Closing Statement, as applicable.

Estimated Closing Statement. Not less later than two three (23) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”), certified in writing by ) setting forth (a) an executive officer estimated consolidated balance sheet of the SellerTarget Companies as of the Reference Time, setting forthprepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of Closing Cash, Closing Debt and Excess Transaction Expenses, in reasonable detaileach case, (i) as of the Seller’s good faith calculation, together Reference Time and along with reasonably detailed supporting documentationcalculations, of and (c) the resulting estimated Exchange Consideration and Exchange Shares to be issued by Pubco at the Closing Date Net Working Capital (the “Exchange Consideration Shares”) using the formula in Section 2.2 based on such estimates of Closing Cash, Closing Debt and Transaction Expenses, which Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant Statement shall be subject to the Accounting Principlesreview by the Purchaser. The Seller and the Owner, during the period from the delivery of Promptly after delivering the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books Purchaser, the Company will meet with the Purchaser to review and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of discuss the Estimated Closing Statement and the calculations set forth therein, and the Seller shall Company will consider in good faith any the Purchaser’s comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to Statement and make any comment regardingappropriate adjustments to the Estimated Closing Statement prior to the Closing, or as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement; provided that, to dispute any amount included inthe extent that the Company and the Purchaser are unable to reach an agreement prior to the Closing Date, the Estimated Closing Statement as delivered by the Company shall not limit, or have any effect onbe final (the amount of estimated Exchange Consideration as finally determined, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the "Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase PriceExchange Consideration"). The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Closing Debt, the amount owed to each creditor of any of the Target Companies and, with respect to any Closing Debt that the Purchaser and the Seller shall negotiate Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in good faith prior form and substance reasonably acceptable to the Closing Purchaser, and (ii) Excess Transaction Expenses, the amount owed to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereineach payee thereof and payment instructions therefor.

Estimated Closing Statement. Not less than two (2) On or before the third Business Days prior to Day preceding the Closing Date, the Seller shall will prepare and deliver to the Buyer a written statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the reflecting Seller’s good faith calculationcalculations, together in accordance with reasonably detailed supporting documentationthe Accounting Principles and the applicable defined terms in this Agreement as well as calculated consistently with the methodology referenced in the “Notes” section of the example calculation set forth on Exhibit C, of (A) (1) the estimated Closing Date Net Working Capital as of 11:59 p.m. (Eastern time) on the Business Day immediately prior to the Closing Date (the “Estimated Closing Date Net Working Capital”), (2) the Cash of the Companies as of 11:59 p.m. (Eastern time) on the Business Day immediately prior to the Closing Date (provided that any Cash used after 11:59 p.m. on the Business Day immediately prior to the Closing Date and prior to the Closing to pay down any liability or obligation that would otherwise be included in the calculation of Closing Transaction Expenses or the calculation of Closing Indebtedness, in each case, if such payment had not been made, will be excluded from the calculation of Estimated Closing Cash) (the “Estimated Closing Cash”), (3) the Indebtedness of the Companies as of immediately prior to the Closing (provided that any Taxes included in Indebtedness will be determined as of the Closing) (the “Estimated Closing Indebtedness”), and (4) the Transaction Expenses (the “Estimated Closing Transaction Expenses”) of Parent, Seller, and the components thereof; Companies (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amountcollectively, the “Estimated Purchase PriceSeller Parties”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery (B) Seller’s calculation of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Date Purchase Price. The Estimated Closing Statement will also be accompanied by reasonably detailed supporting calculations and documentation with respect to the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to amounts reflected on the Estimated Closing Statement. The Seller will consider in good faith the Buyer’s failure reasonable comments to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinStatement.

Estimated Closing Statement. Not less than two (2a) Business Days prior to For the Closing Datepurpose of calculating "Net Excess" or "Net Deficit" under the Merger Agreement, the Seller CSI shall prepare and deliver to the Buyer a statement of certain assets and liabilities (the “"Estimated Closing Statement”)") which sets forth, certified in writing by an executive officer as of the Seller, setting forth, close of business on the second business day immediately preceding the Closing Date (but taking into account the adjustments specified in reasonable detailSchedule 5.2(o) hereto) and in accordance with GAAP consistently applied, (i) the Seller’s good faith calculationAcquired Companies' cash and cash equivalents (for this purpose, together with reasonably detailed supporting documentation, bonuses that are to be paid prior to Closing that have not been paid as of the estimated Closing Date Net Working Capital (time the “Estimated Closing Date Net Working Capital”) Statement is prepared shall be deemed to have been paid and the components thereof; amount of such deemed payment shall be deducted from estimated cash) ("Closing Cash"), (ii) the Estimated Working Capital Increase or Estimated Working Capital DecreaseAcquired Companies' net inventory (for this purpose, as Work in Process shall be valued in accordance with the case may be; and methodology described in Exhibit B-1 hereto) ("Closing Inventory"), (iii) the resulting calculation Acquired Companies' net accounts receivable ("Closing A/Rs"), (iv) the Acquired Companies' net property, plant and equipment ("Closing PP&E"), (v) the Acquired Companies' trade accounts payable and accrued expenses ("Closing Payables"), (vi) the Acquired Companies' long-term and short-term indebtedness (excluding Closing Payables) ("Closing Debt"), (vii) any liability of CSI and all other Acquired Companies for Taxes attributable to the Spin-Off Sale ("Closing Tax Liability"), (viii) the Acquired Companies' liabilities other than the Closing Tax Liability, the Closing Payables, the Closing Debt and any current income tax or deferred income tax liabilities (the "Closing Liabilities"), (ix) the value (based on the price of gold at the close of business on the business day immediately preceding the date on which the Estimated Closing Statement is prepared) of the Purchase Price deficit, if any, in the gold supply that is determined as a result of the gold supply inventory referred to in Section 5.2(p) hereof (the resulting amount"Gold Deficit"), and (x) the value (based on the price of gold at the close of business on the business day immediately preceding the date on which the Estimated Closing Statement is prepared) of the surplus, if any, in the gold supply that is determined as a result of the gold supply inventory referred to in Section 5.2(p) hereof (the "Gold Surplus"). Such statement shall be prepared with respect to CSI and the other Acquired Companies, on a consolidated basis, provided that for this purpose, the “Estimated Purchase Price”)Non-Acquired Companies, in each case calculated pursuant to even if they then remain CSI subsidiaries, shall be treated as if the Accounting PrinciplesSpin-Off Sale had been effected. The Seller and the Owner, during the period from the delivery For purposes of the Estimated Closing Statement through the Statement, additions to Closing Date, shall, PP&E and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access Closing A/Rs relating to the books and records, outside accounting firm, working papers (subject insurance proceeds referred to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller Section 6.9 hereof shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinbe eliminated.

Estimated Closing Statement. Not less than two (2) At least five Business Days prior to the Closing Date, the Seller shall prepare and (or cause the Company to) deliver to the Buyer Purchaser a statement (the “Estimated Closing Statement”), certified in writing by an executive officer ) setting forth Seller’s and the Company’s good faith calculation of the SellerEstimated Purchase Price, setting forth, in reasonable detail, including (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, estimated amount of Cash as of the estimated Closing Date Net Working Capital Adjustment Time (the “Estimated Closing Date Net Working CapitalCash”) and the components thereof; ), (ii) the estimated amount of Funded Indebtedness (the “Estimated Working Capital Increase or Estimated Working Capital DecreaseFunded Indebtedness”), as the case may be; and (iii) the resulting calculation estimated amount of Working Capital as of the Purchase Price Adjustment Time (the resulting amount, the “Estimated Purchase PriceWorking Capital Amount”) and (iv) the estimated amount of the Company Transaction Expenses as of immediately prior to the Closing (the “Estimated Company Transaction Expenses”), in each case calculated pursuant to case, in accordance with the Company Accounting Principles, together with reasonable supporting detail and documentation of each of the calculations contained therein (including, in the case, of the Estimated Company Transaction Expenses, invoices setting forth such amounts). The Seller and the Owner, during the period from the After delivery of the Estimated Closing Statement through until the Closing Date, shallPurchaser and its Representatives shall be permitted reasonable access to review the books and records of the Company Entities, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) be provided with reasonable access to the books personnel and records, outside accounting firm, working papers (subject to the execution of customary access letters), personneladvisers of, and facilities of work papers prepared by or for, Seller, the Seller General Partner and the Company who were involved in order to complete their review the preparation of the Estimated Closing Statement in order to ask questions and receive answers; provided that the independent accountants of Seller and the calculations set forth therein, Company Entities shall not be obligated to make any working papers available to Purchaser or its Representatives unless and the until Purchaser and each applicable Representative has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. Seller shall consider in good faith any reasonable comments made provided by the Buyer Purchaser with respect to the Estimated Closing Statement; provided that, for the avoidance of doubt, the estimates delivered by Seller pursuant to this Section 3.1(a), as modified to reflect any changes agreed to by Seller and Purchaser, will be binding for purposes of this Section 3.1. The Buyer’s For the avoidance of doubt, no failure by Purchaser to make any comment regardingobject to, or to dispute comment on, any amount included in, item set forth in the Estimated Closing Statement shall not limitStatement, any component thereof, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may bedocumentation delivered in connection therewith, and no failure by the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing parties to resolve any reasonable objection the Buyer objections that Purchaser may have regarding the foregoing, shall prejudice or bind Purchaser with respect to the estimates or its calculations contained thereinin the Closing Statement or the determination of the Final Purchase Price in accordance with Section 3.4.

Estimated Closing Statement. Not less than two (2) At least five Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer Purchaser a written statement (the “Estimated Closing Statement”), duly certified in writing by an executive officer of each of Seller and the SellerCompany, setting forthforth their good faith estimate of the Estimated Purchase Price and of each component thereof, in reasonable detail, including (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, amount of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working CapitalCapital Amount”) and the components thereof; ), (ii) the amount of Funded Indebtedness (the “Estimated Working Capital Increase or Estimated Working Capital DecreaseFunded Indebtedness”), as the case may be; and (iii) the resulting calculation amount of the Purchase Price Cash (the resulting amount, the “Estimated Purchase PriceCash”), (iv) the amount of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and written invoices and wire instructions from each payee of such Estimated Company Transaction Expenses, and (v) the Aggregate Employee Note Payoff Amount (the “Estimated Employee Note Payoff Amount”), in each case calculated pursuant to case, as of the Adjustment Time and in accordance with the terms of this Agreement and the Company Accounting Principles, together with reasonable written supporting detail with respect to each of the calculations and components contained therein. The Seller and No amount included in any component of the Owner, during Estimated Purchase Price shall be duplicated in any other component of the period from Estimated Purchase Price. After the delivery of the Estimated Closing Statement through the Closing DateStatement, Seller shall, and shall cause their respective managers, officers, employees, accountants, the Company and other relevant advisors its Subsidiaries to, provide the Buyer (Purchaser and its auditors, advisors, counsel, and other representatives) Representatives with reasonable access to the books all books, workpapers and records, outside accounting firm, working papers (subject to the execution other records and supporting data of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate Company and its Subsidiaries, in connection with the BuyerPurchaser’s review of the Estimated Closing Statement and all calculations set forth therein, and reasonable access to the Buyer personnel and advisers of Seller and the Company and its Subsidiaries who were involved in the preparation of the Estimated Closing Statement in order to ask questions and receive answers; provided, however, that the independent accountants of the Company and its Subsidiaries shall not be obligated to make any working papers available to Purchaser unless and until Purchaser has signed a customary confidentiality and hold harmless agreement relating to such access to working papers in form and substance reasonably acceptable to such independent accountants. Prior to the Closing, Seller shall negotiate consider in good faith any revisions proposed by Purchaser to the Estimated Closing Statement, including the calculations set forth therein, and to the extent Seller, in its sole good faith discretion, agrees with any such revisions, the Estimated Closing Statement shall be modified to reflect such revisions; provided, that if the parties are unable to resolve such differences prior to the Closing Date, in no event shall such disagreement delay the Closing, the estimates and calculations of the Company set forth in the Estimated Closing Statement shall control for the purposes of calculating the Estimated Purchase Price and the parties shall make all payments required to resolve be made on the Closing Date pursuant to Section 2.3(a). For the avoidance of doubt, any reasonable objection failure of Purchaser to dispute any item or aspect of the Buyer may have Estimated Closing Statement shall not preclude Purchaser from exercising any other rights under this Agreement (or failure of Purchaser and Seller to agree on any adjustment proposed by Purchaser to Seller prior to the estimates or calculations contained thereinClosing).

Estimated Closing Statement. Not less (a) No later than two seven (27) Business Days days prior to the date on which the Closing Dateis scheduled to occur, the Seller shall prepare cause to be prepared and deliver delivered to Buyer, at the Buyer sole expense of Seller, a statement (as adjusted for any Working Capital Dividend pursuant to the last sentence of Section 2.4(b), the “Estimated Closing Statement”), certified ) that sets forth in writing by an executive officer reasonable detail Seller’s reasonable estimate of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital as of the Closing Date (the “Estimated Closing Date Net Working Capital”). The Estimated Closing Statement shall be (i) compiled from the books of account and other financial records of the components thereof; ACRE Companies and (ii) prepared (x) in accordance with the Reference Closing Statement but excluding the effects of any purchase accounting adjustments resulting from the transactions contemplated by this Agreement, except to the extent that the definition of Net Working Capital is inconsistent therewith, in which case the definition of Net Working Capital shall control, and (y) in a manner consistent with the preparation of, and in the same form and containing the same line items as, the Reference Closing Statement. Seller shall consult with Buyer regarding the preparation of the Estimated Working Capital Increase or Estimated Working Capital DecreaseClosing Statement, as and, until the case may be; Final Closing Statement has been delivered, provide Buyer and (iii) the resulting calculation its Representatives, upon prior written request of the Purchase Price (the resulting amountBuyer, the “Estimated Purchase Price”)reasonable access to Seller’s work papers and any work papers of Seller’s independent accountants, in each case calculated pursuant case, to the Accounting Principles. The Seller and extent used in connection with the Owner, during the period from the delivery preparation of the Estimated Closing Statement through (provided that the Closing Date, shallindependent accountants of Seller shall not be obligated to make any work papers available to Buyer or its Representatives unless and until Buyer has signed a customary agreement relating to access to work papers in form and substance reasonably acceptable to such independent accountants), and Seller shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the make reasonably available during normal business hours to Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to Representatives relevant Seller’s personnel responsible for the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review preparation of the Estimated Closing Statement and Statement, in each case, to the calculations set forth thereinextent reasonably necessary for, and for the Seller shall consider sole purpose of, assisting in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and calculation of the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinEstimated Purchase Price.

Estimated Closing Statement. Not less later than two five (25) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”), certified in writing by ) setting forth (a) an executive officer estimated consolidated balance sheet of the SellerCompany as of the Reference Time, setting forthprepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Indebtedness and Net Working Capital, in reasonable detaileach case, (i) as of the Seller’s good faith calculation, together Reference Time and along with reasonably detailed supporting documentationcalculations, and (c) the resulting estimated Merger Consideration and shares of Pubco Common Stock to be issued by Pubco at the estimated Closing Date Net Working Capital (the “Estimated Merger Consideration Shares”) using the formula in Section 1.7 based on such estimates of Closing Date Indebtedness and Net Working Capital”) , which Estimated Closing Statement shall be subject to the review and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principlesreasonable approval by Purchaser. The Seller and the Owner, during the period from the delivery of Promptly after delivering the Estimated Closing Statement through to Purchaser, the Closing Date, shall, Company will meet with Purchaser to review and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of discuss the Estimated Closing Statement and the calculations set forth therein, and the Seller shall Company will consider in good faith any Purchaser’s comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and make any appropriate adjustments to the Buyer Estimated Closing Statement prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the Seller determinations contained therein shall negotiate be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to Closing Indebtedness the amount owed to each creditor of the Company and, with respect to any Closing Indebtedness that Purchaser and the Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from the Company’s creditors in form and substance reasonably acceptable to Purchaser. Schedule 1.14 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith prior by the Company in cooperation with Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the date set forth therein, the calculation of Closing Indebtedness and Net Working Capital, and the resulting Merger Consideration and Merger Consideration Shares, if the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinhad occurred on such date, in each case prepared and calculated in accordance with this Agreement.

Estimated Closing Statement. Not less No later than two seven (27) Business Days prior to the date on which the Closing Dateis scheduled to occur, Sellers shall cause to be prepared and delivered to Buyer, at the Seller shall prepare and deliver to the Buyer sole expense of Sellers, a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, ) that sets forth in reasonable detail, : (ia) the Seller’s Sellers’ good faith calculation, together with reasonably detailed supporting documentation, estimate of the estimated Closing Date Net Working Capital as of the Closing Date (the “Estimated Closing Date Net Working Capital”); (b) Sellers’ good faith estimate of the Recruiting Expenses as of the Closing Date (the “Estimated Recruiting Expenses”); (c) Sellers’ good faith estimate of the Excess Reserve Amount as of the Closing Date (the “Estimated Excess Reserve Amount”); and (d) Sellers’ good faith calculation of the components thereof; Estimated Cash Consideration (broken out by line item). The Estimated Closing Statement shall be (i) compiled from the books of account and other financial records of the Company and (ii) the Estimated Working Capital Increase or Estimated Working Capital Decreaseprepared (x) in accordance with GAAP, as the case may be; consistently applied, and (iiiy) in a manner consistent with the resulting calculation of preparation of, and in the Purchase Price (same form and containing the resulting amountsame line items as, the “Estimated Purchase Price”), in each case calculated pursuant to Reference Closing Statement. Sellers shall consult with Buyer regarding the Accounting Principles. The Seller and the Owner, during the period from the delivery preparation of the Estimated Closing Statement through the Closing DateStatement, shalltake into account in good faith Buyer’s views in respect thereof, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditorsRepresentatives, advisorsupon prior written request of Buyer, counsel, and other representatives) reasonable access to the books Sellers’ work papers and recordsany work papers of Sellers’ independent accountants, outside accounting firmin each case, working papers (subject to the execution of customary access letters), personnel, and facilities of extent used in connection with the Seller in order to complete their review preparation of the Estimated Closing Statement and the calculations set forth thereinStatement, and Sellers shall make reasonably available to Buyer and its Representatives relevant Sellers’ personnel responsible for the Seller shall consider in good faith any comments made by the Buyer to preparation of the Estimated Closing Statement. The Buyer’s failure , in each case, to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may beextent reasonably necessary for, and for the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the sole purpose of, assisting in Buyer’s review of the Estimated Closing Statement and the calculation of the Estimated Cash Consideration; provided, that the independent accountants of Sellers shall not be obligated to make any work papers available to Buyer unless and until Buyer has signed a customary agreement relating to access to work papers in form and substance reasonably acceptable to such independent accountants. With respect to clause (a) in the Seller preceding sentence, in the event the Estimated Net Working Capital exceeds the Required Net Working Capital (such excess, if any, the “NWC Escrow Amount”), the NWC Escrow Amount shall negotiate in good faith prior be deposited by Sellers into the Escrow Account pursuant to the terms and conditions set forth in the Escrow Agreement, and shall be released upon final resolution of the Final Cash Consideration in accordance with Section 2.5; provided, that the NWC Escrow Amount required to be deposited into the Escrow Account at Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinshall not exceed Two Million Dollars ($2,000,000).

Estimated Closing Statement. Not less later than two three (23) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”), certified in writing by ) setting forth (a) an executive officer estimated consolidated balance sheet of the SellerTarget Companies as of the Reference Time, setting forthprepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in reasonable detaileach case, (i) as of the Seller’s good faith calculation, together Reference Time and along with reasonably detailed supporting documentationcalculations, and (c) the resulting estimated Merger Consideration and Merger Consideration Shares to be issued by Pubco at the Closing using the formula in Section 1.8 based on such estimates of the estimated Closing Date Net Debt, Net Working Capital (the “and Transaction Expenses, which Estimated Closing Date Net Working Capital”) Statement shall be subject to the review and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principlesreasonable approval by Purchaser. The Seller and the Owner, during the period from the delivery of Promptly after delivering the Estimated Closing Statement through to Purchaser, the Closing Date, shall, Company will meet with Purchaser to review and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of discuss the Estimated Closing Statement and the calculations set forth therein, and the Seller shall Company will consider in good faith any Purchaser’s comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and make any appropriate adjustments to the Buyer and the Seller shall negotiate in good faith Estimated Closing Statement prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to resolve (i) any reasonable objection Closing Net Debt, the Buyer may have amount owed to each creditor of any of the estimates or calculations contained thereinTarget Companies and, with respect to any Closing Net Debt that Purchaser and the Company agree to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor.

Estimated Closing Statement. Not less No later than two three (23) Business Days prior to the anticipated Closing Date, the Seller Sellers shall prepare and deliver to the Buyer Purchasers (a) a written statement (the “Estimated Closing Statement”), certified prepared in writing by an executive officer of a manner consistent with the SellerSample Closing Statement, setting forth, forth in reasonable detail, detail (i) the Seller’s Sellers’ good faith calculation, together estimate (along with reasonably detailed reasonable supporting documentation), of (1) the estimated Closing Date Net Working Capital Amount (the “Estimated Net Working Capital Amount”), (2) the Indebtedness Amount (the “Estimated Indebtedness Amount”), (3) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (4) the Cash and Cash Equivalents Amount (the “Estimated Cash and Cash Equivalents Amount”), (5) the Excess Coal Inventory Value (the “Estimated Excess Coal Inventory Value”), (6) the Closing Excess Coal Payment Amount (the “Estimated Closing Date Excess Coal Payment Amount”), (7) the Net Working CapitalIndemnity Proceeds (the “Estimated Net Indemnity Proceeds”) ), and (8) the components thereof; resulting Estimated Adjustment Amount, (ii) Sellers’ good faith estimate (along with reasonable supporting documentation), of the Estimated Working Capital Increase or Estimated Working Capital DecreaseRemaining Excess Coal Payment Amount, as the case may be; and (iii) any adjustment required pursuant to Section 8.06(d), and (iv) the resulting calculation Preliminary Purchase Price, and (b) wire transfer instructions for payment of the Purchase Price (the resulting amount, the “Estimated Preliminary Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from From the delivery of the Estimated Closing Statement through until the Closing DateClosing, shall, and Sellers shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller extent reasonably requested by Purchasers in order to complete their connection with Purchasers’ review of the Estimated Closing Statement and the calculations set forth therein) (a) give Purchasers and their Representatives reasonable access to (i) the books and records, trial balances and other supporting information relating to the Estimated Closing Statement and the Seller shall calculations set forth therein and (ii) the Sellers’ and the Acquired Companies’ personnel and accountants, (b) cooperate with and respond in good faith to Purchasers’ reasonable requests related thereto, (c) consider in good faith any comments made proposed adjustments of Purchasers and their Representatives to the Estimated Closing Statement and make any reasonable and appropriate changes thereto in Sellers’ reasonable discretion, and (d) upon request by the Buyer Purchasers, shall discuss in good faith any proposed changes that Purchasers may have to the Estimated Closing Statement. The Buyer’s failure Notwithstanding the foregoing, Sellers’ estimate of the Estimated Adjustment Amount (and components thereof) the Estimated Closing Excess Coal Payment Amount, and any adjustment required pursuant to make any comment regarding, or to dispute any amount included in, Section 8.06(d) set forth in the Estimated Closing Statement delivered to Purchasers hereunder shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review control and be binding for purposes of the Estimated Closing Date Net Working Capital, except to the Estimated Working Capital Increase or Estimated Working Capital Decrease, as extent adjustments thereto have been agreed to in writing by the case may be, and the resulting calculation of the Purchase PriceParties. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement shall be final and binding on the Buyer and Parties solely for purposes of determining the Seller shall negotiate in good faith prior Preliminary Purchase Price to be paid by Purchasers to Sellers at the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinClosing.

Estimated Closing Statement. Not less No later than two three (23) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of setting forth the Seller, setting forth, in reasonable detail, (i) the SellerCompany’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price Price, including the components of (the resulting amounti) Base Purchase Price, (ii) Closing Cash, (iii) Closing Indebtedness, (iv) Closing Net Working Capital and (v) Transaction Expenses (such Purchase Price, as calculated, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the Estimated Closing Statement shall be prepared in accordance with GAAP. After delivery of the Estimated Closing Statement through the Closing DateStatement, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access Representatives shall be permitted to review the books and records, outside accounting firm, records of the Company and its Subsidiaries and the working papers (subject of the Sellers, the Company, and the independent accountants, if any, relating to the execution of customary access letters), personnel, and facilities preparation of the Seller in order to complete their review Closing Statement and the calculation of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller components thereof, as well as the relevant books and records of the Company and the Owner Sellers, and shall cooperate be provided with access to the Buyer’s review current and former personnel and advisers of the Sellers and the Company who were involved in the preparation of the Estimated Closing Statement in order to ask questions and receive answers. The Sellers shall not, and shall cause the Company and its Subsidiaries not to, take any action to limit Buyer and/or its Representatives access to the books and records of, and the Buyer current and former personnel and advisors of, the Seller Company and its Subsidiaries; provided, that, such access shall negotiate be in a manner that does not interfere with the normal business operations of the Sellers or the Company. The Sellers shall consider Bxxxx’s proposed changes to the Estimated Closing Statement in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinfaith.

Estimated Closing Statement. Not less later than two five (25) Business Days prior to before the Closing Date, the Seller Representative shall prepare and deliver to the Buyer Purchaser a statement (the “Estimated Closing Statement”), certified in writing by an executive officer ) setting forth Sellers’ good faith estimate of the Seller, setting forth, in reasonable detail, (i) Closing Date Working Capital prepared in accordance with (1) GAAP, using the Seller’s good faith calculationsame accounting principles, together with reasonably detailed supporting documentation, policies and methods as have historically been used by the Acquired Companies in preparation of the estimated Closing Date Net Working Capital Financial Statements, and (2) the line items set forth on Annex A, (the “Estimated Closing Date Net Working Capital”) and ); provided that, solely for the components thereofpurposes of the payments to be made to Sellers at Closing, the Closing Purchase Price shall not be adjusted upwards at Closing in respect of Estimated Working Capital in an amount greater than $15,000,000; provided, further, that the foregoing shall not restrict or limit the calculation of Closing Date Working Capital or the Final Working Capital Adjustment pursuant to the terms of this Section 2.04; (ii) the aggregate amount of any Transaction Fees and Expenses that will remain unpaid following the Closing (the “Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may beTransaction Fees and Expenses”); and (iii) the resulting calculation aggregate amount of Credit Agreement Indebtedness that will remain unpaid following the Purchase Price Closing (the resulting amount, the “Estimated Purchase PriceCredit Agreement Indebtedness”), in each case calculated pursuant together with Seller Representative’s supporting calculations and reasonable supporting documentation. In the event that, no fewer than three (3) Business Days prior to the Accounting Principles. The anticipated Closing Date, Purchaser notifies Seller Representative of any errors that Purchaser believes are contained in such Estimated Closing Statement, Seller Representative shall in good faith consider Purchaser’s comments relating to such errors and make any amendments to its estimate of such Estimated Closing Statement if there is in fact such an error; provided that, for the Owneravoidance of doubt, during in the period from the delivery event of a conflict, Sellers’ determination of the Estimated Closing Statement through shall prevail for purposes of calculating the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

Estimated Closing Statement. Not less later than two three (23) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (the “Estimated Closing Statement”), certified in writing by ) setting forth (a) an executive officer estimated consolidated balance sheet of the SellerTarget Companies as of the Reference Time, setting forthprepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, in reasonable detail, and (ic) the Seller’s good faith calculationresulting estimated Exchange Consideration and Exchange Shares to be issued by Pubco at the Closing using the formula in Section 2.2(a) based on such estimates of Closing Net Debt, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “and Transaction Expenses, which Estimated Closing Date Net Working Capital”) Statement shall be subject to the review and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principlesreasonable approval by Purchaser. The Seller and the Owner, during the period from the delivery of Promptly after delivering the Estimated Closing Statement through to Purchaser, upon Purchaser’s request, the Closing Date, shall, Company will meet with Purchaser to review and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of discuss the Estimated Closing Statement and the calculations set forth therein, and the Seller shall Company will consider in good faith any Purchaser’s comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and make any appropriate adjustments to the Buyer and the Seller shall negotiate in good faith Estimated Closing Statement prior to the Closing, as mutually approved by the Company and Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to resolve (i) Closing Net Debt, the amount owed to each creditor of any reasonable objection of the Buyer may have Target Companies and, with respect to any Closing Net Debt that Purchaser and the Company agree pursuant to the estimates or calculations contained thereinterms of this Agreement to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) with regard to Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor.

Estimated Closing Statement. Not less No later than two five (25) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”) setting forth (a) the Company's good faith estimates of Closing Cash, Closing Indebtedness, Closing Unpaid Transaction Expenses and Closing Net Working Capital Adjustment, (b) using the amounts referred to in the preceding clause (a), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, resulting (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant and (ii) the amount equal to the Accounting Principles. The Seller Estimated Purchase Price minus the sum of the Escrow Amount and the OwnerSeller Representative Expense Fund Amount (such difference, during the period from “Aggregate Closing Payment”), with each of the foregoing prepared in good faith in accordance with the terms of this Agreement, including the applicable Accounting Principles (except as otherwise expressly set forth herein) and the books and records of the Company and its Subsidiaries, (a) reasonable supporting information used by the Sellers in the preparation of the estimates of each component of the Purchase Price, including, in the case of Closing Unpaid Transaction Expenses, invoices, and (b) a schedule (the “Allocation Schedule”) setting forth (i) the portion of the Aggregate Closing Payment to be paid to each of the Sellers (such Seller’s “Closing Payment”), (ii) the methodology used to calculate each such portion (such methodology, the “Purchase Price Allocation Methodology”), and (iii) the account to which each Seller’s Closing Payment shall be paid. If Buyer reasonably disagrees with any item set forth in the Estimated Closing Statement, Buyer shall be entitled to provide comments to the Company no later than two (2) Business Day prior to the Closing Date, and Buyer and the Company shall, in good faith, use their respective reasonable best efforts to resolve any such requested changes and, to the extent necessary, the Estimated Closing Statement shall be revised to reflect any changes to any component thereof mutually agreed to in writing by the Company and Buyer prior to the Closing; provided that, for the avoidance of doubt, if the Company disagrees with any such comments, the position of the Company with respect to such disagreement shall control for purposes of Closing (without limiting the post-Closing procedures in Section 2.05). Following the delivery of the Estimated Closing Statement through to Buyer, the Closing Date, shall, and Company shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the afford Buyer (and its auditors, advisors, counsel, Representatives the reasonable opportunity to examine the statements that were used to prepare the Estimated Closing Statement and other representatives) reasonable access to the books and records, outside accounting firm, working papers any supporting documentation (subject to the execution of customary access letters), personnel, ) that is reasonably necessary and facilities of the Seller in order appropriate for Buyer to complete their review of the Estimated Closing Statement and the calculations set forth thereinStatement, and the Seller Company shall consider make available, upon Buyer’s reasonable request and during normal business hours, the appropriate Representatives of the Company and its Subsidiaries involved in good faith any comments made by the Buyer to preparation of the Estimated Closing Statement. The Buyer’s failure Notwithstanding anything contained in this Agreement to make the contrary, Seller Representative agrees, on behalf of each Seller, that Buyer shall have no liabilities whatsoever for (i) any comment regardinginaccuracies in the Allocation Schedule or any information provided by a Seller in any Letter of Transmittal, including any payment instructions or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b(ii) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation failure of any portion of the Purchase Price. The Price to be properly allocated to any Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate due to any inaccuracies noted in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinclause (i).

Estimated Closing Statement. Not less than two At least six (26) Business Days prior to the expected Closing Date (and in any event not more than ten (10) Business Days prior to the actual Closing Date), the Seller shall prepare and deliver to the Buyer Purchaser a statement (the “Estimated Closing Statement”), certified ) consisting of its good faith calculation in writing by an executive officer reasonable detail of the SellerEstimated Adjustment Amount, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of including the estimated Closing Date Net Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Date Net Working Capital”) and ), the components thereof; estimated Unpaid Seller’s Expenses (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase PriceUnpaid Seller’s Expenses”), in each case calculated pursuant to and the Accounting PrinciplesEstimated Purchase Price based thereon. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with the Closing Date, shall, Accounting Principles set forth in Exhibit C and in the form of the illustrative calculation set forth in Exhibit D. Seller shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (to Purchaser and its auditors, advisors, counsel, and other representatives) reasonable Representatives such access to the books and recordsrecords of the Business and to any other information, outside accounting firm, working including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to the execution of Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access lettersto work papers in form and substance reasonably acceptable to such accountants), personnel, and facilities of the Seller as Purchaser shall reasonably request in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate connection with the BuyerPurchaser’s review of the Estimated Closing Statement and preparation of the Buyer and Closing Statement. Purchaser may object to the amounts contained in the Estimated Closing Statement within two (2) Business Days after the delivery of the Estimated Closing Statement to Purchaser. Seller shall negotiate in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and the Parties shall cooperate in good faith to resolve such objections, and make any necessary revisions to the Estimated Closing Statement. The Parties shall agree on a final Estimated Closing Statement containing the Estimated Adjustment Amount (and components thereof) and the Estimated Purchase Price based thereon no later than one (1) Business Day prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinDate.

Estimated Closing Statement. Not less later than two five (25) Business Days prior to the Closing DateClosing, the Seller shall prepare and deliver to the Buyer a preliminary written closing statement (the “Estimated Closing Statement”), certified in writing by an executive officer setting forth Seller’s estimate of the SellerAdjustment Amount and, setting forthafter giving effect to all of the adjustments set forth in Section 2.03(a), in reasonable detail, (i) the Seller’s good faith calculationestimate of the Adjusted Purchase Price, together with a reasonably detailed explanation and supporting documentation, detail of the estimated Closing Date Net Working Capital (the “calculation thereof to enable review thereof by Xxxxx. The Estimated Closing Date Net Working Capital”Statement shall be prepared by Seller in good faith. Within two (2) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery Business Days after Xxxxx’s receipt of the Estimated Closing Statement through the Closing DateStatement, shall, and Buyer shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access deliver to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider a written report containing all changes that Xxxxx proposes in good faith any comments to be made by the Buyer to the Estimated Closing Statement, together with the explanation therefor and the supporting documents thereof, if available. The Buyer’s failure Parties shall use good faith efforts to make any comment regarding, or attempt to dispute any amount included in, agree in writing on the Estimated Closing Statement shall as soon as possible after Xxxxxx’s receipt of Xxxxx’s written report, but in any event prior to the Closing. The Estimated Closing Statement, as agreed upon in writing by the Parties, will be used to adjust the Base Purchase Price at the Closing and to determine the Adjusted Purchase Price at the Closing; provided, that if the Parties do not limit, or have agree in writing upon any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of adjustments set forth in the Estimated Closing Statement prior to the Closing, then the Seller’s proposed Estimated Closing Statement shall control for purposes of all disputed payments and issuances to be made at Closing. For the Buyer and avoidance of doubt, Xxxxx’s failure to object to the Seller shall negotiate in good faith Estimated Closing Statement prior to the Closing shall in no event be deemed to resolve constitute a final agreement on the items included therein, and Buyer shall in no event be precluded from disputing any reasonable objection such items following the Buyer may have Closing in accordance with this Agreement. The amount of Seller’s estimate of the Adjusted Purchase Price (or the estimate to which the estimates or calculations contained thereinParties agree) (the “Closing Payment Amount”), shall be paid to Seller at the Closing in accordance with Section 2.05(b).

Estimated Closing Statement. Not less The Company shall prepare in good faith in accordance with the terms of this Agreement and provide to Purchaser no later than two three (23) Business Days prior to the anticipated Closing Date, the Seller shall prepare and deliver to the Buyer Date (i) a written statement (the “Estimated Closing Statement”), certified ) setting forth in writing by an executive officer reasonable detail its good faith estimates of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), the Closing Cash Balance (the “Estimated Closing Cash Balance”), the Company Indebtedness (the “Estimated Company Indebtedness”) and the components thereof; Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (ii) the Company’s calculation of the estimated Aggregate Purchase Price (the “Estimated Working Capital Increase or Estimated Working Capital DecreaseAggregate Purchase Price”) calculated in accordance with the definitions thereof and the Accounting Policies, as the case may be; together with reasonable supporting evidence and (iii) the resulting calculation of the Purchase Price a schedule (the resulting amountas such schedule may be updated in accordance with Section 3.07, the “Estimated Purchase PriceAllocation Schedule”), setting forth (w) the Aggregate Closing Merger Consideration, the Closing Per Share Merger Consideration and, with respect to each In-the-Money Option, the Closing Option Merger Consideration, (x) with respect to each Eligible Holder, the aggregate Closing Per Share Merger Consideration to which such Eligible Holder is entitled pursuant to this Agreement, (y) with respect to each In-the-Money Optionholder, the aggregate Closing Option Merger Consideration to which such In-the-Money Optionholder is entitled pursuant to this Agreement and (z) the Percentage Share of any Additional Merger Consideration to which each Eligible Holder and In-the-Money Optionholder is entitled as and when made hereunder, in each case calculated pursuant case, in accordance with this Agreement and the organizational documents of the Company. The Company will review any comments proposed by Purchaser with respect to the Accounting PrinciplesEstimated Closing Statement and will consider, in good faith, any appropriate changes; provided that the Company shall have no obligation to make any changes and Purchaser shall not have the right to delay or fail to consummate the Closing in the event of any dispute with respect to the Estimated Closing Statement and no such dispute shall be grounds for any failure of any condition to the Closing to be satisfied or for the Closing to be delayed (other than failure by the Company to prepare or deliver such Estimated Closing Statement). The Seller and For the Owneravoidance of doubt, during Xxxxxxxxx’s failure to object to the period from Estimated Closing Statement shall not be deemed a waiver of any of its rights or remedies. Upon the delivery of the Estimated Closing Statement through the Closing Date, shallStatement, and up until the Closing, the Company shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (Purchaser and its auditors, advisors, counsel, and other representatives) reasonable representatives access to the books and records, outside accounting firm, working papers (subject to the execution of customary access lettersSection 6.04(a)), personnelduring normal business hours and upon reasonable advance request, to the work papers and other books and records (including Tax records) (other than documents and information that are subject to attorney-client privilege, work product doctrine or other similar privilege), and facilities employees and representatives of the Seller Company and its Subsidiaries, in order each case, to complete their the extent reasonably necessary for purposes of assisting the Purchaser in its review of the Estimated Closing Statement Statement, subject to customary confidentiality restrictions. Notwithstanding anything to the contrary: (A) it is expressly acknowledged and agreed that Purchaser and its Affiliates (including, in the calculations case of Purchaser, the Surviving Corporation after the Closing) shall be entitled to rely on the Allocation Schedule or any Updated Allocation Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith; and (B) in no event shall Purchaser or any of its Affiliates (including, in the case of Purchaser, the Surviving Corporation after the Closing) have any liability to any Person relating to any inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Allocation Schedule or Updated Allocation Schedule and, in each case, the allocation set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

Estimated Closing Statement. Not less than two At least ten (210) Business Days prior to the Closing Date, the Seller Representative shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, ) setting forth, forth in reasonable detail, (i) the Sellerdetail Seller Representative’s good faith calculationestimate (and attaching supporting schedules, together with reasonably detailed supporting documentation, work papers and all other relevant material details to enable a review thereof by Buyer) of the estimated Closing Date Net following items: (a) Cash (the “Estimated Cash”), (b) Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; ), (iic) the Estimated Working Capital Increase or Estimated Working Capital Decreaseaggregate amount of Indebtedness (including an estimate of the Blocker Income Tax Amount) as of the Effective Time (but in the case of clause (g) of the definition of Indebtedness, as of the case may be; Closing) (the “Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses to the extent not paid prior to or at Closing (the “Estimated Transaction Expenses”), (e) the aggregate amount of Leakage (the “Estimated Leakage”), (f) the Post-Effective Time Capital Contribution Reimbursement Amount (the “Estimated Post-Effective Time Capital Contribution Reimbursement Amount”), (g) the aggregate amount of Reorganization Liabilities (the “Estimated Reorganization Liabilities”), and (iiih) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Initial Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from Following the delivery of the Estimated Closing Statement through Statement, Seller Representative and the Closing Date, Company shall, and shall cause their respective managers, officers, employees, accountants, and the other relevant advisors Acquired Entities to, provide the cooperate in good faith to answer any questions and resolve any issues raised on behalf of Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete connection with their review of the Estimated Closing Statement and the calculations set forth thereinsupporting information, and the Seller shall consider in good faith any comments made Representative and Buyer may, by the Buyer to mutual written agreement, amend the Estimated Closing Statement. The Buyer’s failure Statement to make reflect resolution of any comment regardingsuch issues; provided that, or if Seller Representative and Buyer are not able to dispute any amount included inreach a mutual agreement prior to the Closing Date, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights provided by Seller Representative to Buyer pursuant to the first sentence of this Section 2.05(b) to conduct a review 2.3 shall be binding and control for purposes of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may beClosing, and will be used for purposes of calculating the resulting calculation of the Initial Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior Price to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinbe delivered at Closing.

Estimated Closing Statement. Not less Parent shall prepare in good faith and shall provide to Buyer no later than two three (23) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a written statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentationinformation, setting forth Parent’s good faith estimates of (i) the aggregate amount of all Indebtedness outstanding and unpaid as of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working CapitalIndebtedness”) ), including a breakdown of the amount and the components thereofobligee with respect to each item of Indebtedness; (ii) the aggregate amount of all Transaction Expenses outstanding and unpaid as of the Closing (the “Estimated Working Capital Increase or Estimated Working Capital DecreaseTransaction Expenses”), as including a breakdown of the case may beamount and obligee with respect to each Transaction Expense; and (iii) the resulting aggregate amount of all Pass Card Liabilities as of the Closing (the “Estimated Pass Card Liability Amount”); (iv) the aggregate amount of all Film Equipment Expenses unpaid (whether or not then due and payable) as of the Closing (the “Estimated Film Equipment Expenses”), including a breakdown of the amount and obligee with respect to each Film Equipment Expense; (v) the aggregate amount of all New Theatre Development Expenses (the “Estimated New Theatre Development Expenses”); (vi) the Concession Inventory Amount as of the Closing (the “Estimated Concession Inventory Amount”); (vii) the aggregate amount of all Repair Amounts as of the Closing (the “Estimated Repair Amounts”); (viii) the aggregate amount of all NCM Buyout Obligations (the “Estimated NCM Buyout Amount”), provided that the Estimated NCM Buyout Amount shall not exceed (but may be less than) the NCM Buyout Obligation Cap; and (ix) based on clauses (i) through (viii), a calculation of the Purchase Price (the resulting amount, the “Estimated Cash Purchase Price”), . The Estimated Closing Statement shall be prepared in each case calculated pursuant to accordance with the applicable Accounting Principles. The Seller and the OwnerPrior to Closing, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller Parent shall consider in good faith any comments made by the Buyer proposed changes to the Estimated Closing Statement. The Statement proposed by Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

Estimated Closing Statement. Not less than The Company shall have prepared and delivered to Acquiror two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer Date a statement (the “"Estimated Closing Statement”"), certified which shall take into account any reasonable comments from Acquiror that the Company shall determine in writing by an executive officer good faith are appropriate to ensure that the items set forth therein conform with the provisions of the Sellerthis Agreement, setting forth, in reasonable detail, forth (iA) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, Company's estimate of the estimated Closing Date Net Working Capital (the “"Estimated Closing Date Net Working Capital”"), (B) the Company's estimate of Closing Cash (the "Estimated Closing Cash"), (C) the Company's estimate of Closing Indebtedness (the "Estimated Indebtedness") and the components thereof; (iiD) the Company's estimate of Company Transaction Expenses (the "Estimated Working Capital Increase Transaction Expenses"), along with a certificate executed by the Company's Chief Executive Officer or Estimated Working Capital Decrease, Chief Financial Officer (the "Closing Certificate") certifying as to the case may be; and (iii) the resulting calculation amount of the Purchase Price (the resulting amountEstimated Closing Working Capital, the “Estimated Purchase Price”)Closing Cash, in each case calculated pursuant to the Accounting PrinciplesEstimated Indebtedness and Estimated Transaction Expenses. The Seller Closing Certificate shall be accompanied by executed payoff letters from each holder of Closing Indebtedness that relates to borrowed money. The Company will prepare the Estimated Closing Statement on an accrual basis in accordance with GAAP using the same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the Ownerpreparation of the Company's Financial Statements. The Company shall also make available to Acquiror all financial records, during work papers, or other documentation as Acquiror may reasonably request in connection with its review of the period from Estimated Closing Statement. Any disagreement between the delivery Company and Acquiror regarding the accuracy of the Estimated Closing Statement through the will not permit any Party to delay or cancel Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated be resolved following Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein1.9(b).

Estimated Closing Statement. Not less than two (2) At least three Business Days prior to the Closing Dateexpected date of the Closing, the Seller Company shall prepare and deliver to the Buyer Purchaser a statement (the “Estimated Closing Statement”), ) duly certified in writing by an the chief executive officer of the Seller, Company or the chief financial officer of the Company setting forth, in reasonable detail, forth the Company’s good faith estimates of (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, Debt of the estimated Closing Date Net Working Capital Company Entities as of the Operative Time (the “Estimated Closing Date Net Working CapitalDebt”) and the components thereof; ), (ii) the Cash of the Company Entities as of the Operative Time (the “Estimated Working Capital Increase or Closing Cash”), (iii) the unpaid Transaction Expenses as of the Operative Time (the “Estimated Working Capital DecreaseTransaction Expenses”), as (iv) the case may be; aggregate amount of unpaid Change in Control Payments (the “Estimated Change in Control Payments”) and (iiiv) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting PrinciplesAggregate Closing Merger Consideration. The Seller and the Owner, during During the period from the delivery of the Estimated Closing Statement through until the Closing Dateconsummation of the Closing, shallthe Company shall afford, and shall cause their respective managersits Representatives to afford, officers, employees, accountants, and other relevant advisors to, provide to the Buyer (Purchaser and its auditorsRepresentatives, advisorsdirect access during normal business hours upon reasonable advance notice to all of the properties, counselbooks, and other representatives) reasonable access to the books and records, outside accounting firmcontracts, working papers (subject to the execution of customary access letters)documents, information, personnel, Representatives (including the Company’s accountants), and facilities records of the Seller in order Company and such Representatives (including the work papers of the Company’s accountants) relevant to complete their the review of the Estimated Closing Statement and the calculations Company’s calculation of its estimate of the Aggregate Closing Merger Consideration. During such period, the Company shall accept any reasonable revisions that the Purchaser may propose to the amounts set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

Estimated Closing Statement. Not less No later than two three (23) Business Days prior to the Closing Date, the Seller Company shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer the Company’s Chief Financial Officer setting forth (a) the Company’s good faith estimates of the SellerClosing CLO Investment Value, setting forththe Closing Cash Adjustment, the Closing Working Capital Adjustment, Closing Indebtedness, and the Closing Revenue Run Rate Adjustment, (b) using the amounts referred to in reasonable detailthe preceding clause (a), the resulting (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), and (ii) the amount equal to (A) the Estimated Purchase Price, minus (B) the sum of (w) the Purchase Price Adjustment Escrow Amount, (x) the Indemnity Escrow Amount, (y) the Seller Representative Expense Fund Amount and (z) the Aggregate Rollover Amount (such difference, the “Aggregate Closing Payment”), and (c) a schedule setting forth (i) the portion of the Aggregate Closing Payment to be paid to each of the Sellers in accordance with the methodology set forth on Schedule C (such Seller’s “Closing Payment”, such methodology, as applied by the Seller Representative, the “Proceeds Allocation Methodology” and such schedule, the “Allocation Schedule”), and (ii) the account to which each case calculated pursuant Seller’s Closing Payment shall be paid. The Estimated Closing Statement shall be delivered with reasonable supporting detail with respect to the Accounting Principles. The Seller calculation of all amounts included therein and, to the extent reasonably requested by the Buyer, the Company shall promptly make available to the Buyer and its Representatives the Owner, during employees and auditors of the period from the delivery of Company Entities and all records and work papers used in preparing the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their Statement. The Company will promptly review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made proposed by the Buyer to the Estimated Closing Statement. The Buyer’s failure Statement and will consider, in good faith, any appropriate changes in light of such comments; provided, however, that (1) any disagreement between the parties with respect to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or delay the Closing and (2) the Company shall have no obligation to make any effect on, the Buyer’s rights pursuant changes to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and pursuant to this sentence. None of the Buyer and or any of its Affiliates (including the Seller Surviving Company) shall negotiate have any liability in good faith prior connection with or related to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained thereinAllocation Schedule.