Calculation of the Estimated Adjustment Amount Clause Samples

Calculation of the Estimated Adjustment Amount. No later than five (5) Business Days prior to the anticipated Closing Date, Cnova NV shall deliver to Via Varejo a statement, certified by an officer of Cnova NV, setting forth Cnova NV's good-faith estimates of the following amounts: (a) an estimated calculation of Closing Net Debt ("Estimated Closing Net Debt"), (b) an estimated calculation of Closing Working Capital ("Estimated Closing Working Capital"), (c) the calculation of the Estimated Closing Amount, (d) the calculation of the Estimated Adjustment Amount and (e) assuming that Via Varejo has provided Cnova NV with an estimate of the VV Capital Shortfall Amount, an estimated calculation of the VV Part Cash Amount. Via Varejo may submit any objections in writing to Cnova NV until 5:00 PM, São Paulo time, on the Business Day prior to the anticipated Closing Date and Cnova NV will cooperate in good faith with Via Varejo to revise the draft statement to reflect the mutual agreement of Cnova NV and Via Varejo with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the "Estimated Closing Statement"); provided, that if Cnova NV and Via Varejo cannot reach an agreement with respect to the amounts set forth in the preceding sentence prior to the Closing Date, the Estimated Closing Statement will reflect Cnova NV's good faith estimates with respect to such amounts. The Estimated Closing Statement will be prepared in accordance with the accounting principles, practices and methodologies set forth in Exhibit C (the "Applicable Accounting Principles").