China Closing Estimates Sample Clauses

China Closing Estimates. No later than three (3) Business Days prior to the China Closing Date, Sellers shall prepare and deliver to Buyer (a) a good faith estimate of the China Working Capital as of the China Calculation Date (the “Estimated China Working Capital”), (b) a good faith estimate of the China Closing Indebtedness as of the China Calculation Date (the “Estimated China Closing Indebtedness”) and (c) a good faith estimate of the China Closing Net Intracompany Indebtedness as of the China Calculation Date (the “Estimated China Closing Net Intracompany Indebtedness” and, collectively with the Estimated China Working Capital and the Estimated China Closing Indebtedness, the “China Estimates”, in the case of (a) and (b) estimated in accordance with the Closing Working Capital Statement Principles. Sellers shall make available to Buyer and its independent accountants such relevant books and records used in preparing the China Estimates as Buyer may reasonably request. If Buyer in good faith disagrees with the China Estimates, Buyer may deliver a notice to Sellers’ Representative of its good faith disagreement. Buyer and Sellers shall use reasonable efforts to resolve any such disagreements regarding the China Estimates and Sellers shall revise the China Estimates to reflect the resolution of any such disagreement upon which Sellers and Buyer may agree; provided, however, that Buyer and Sellers shall use Sellers’ estimates to the extent any disagreement remains unresolved as of the close of business on the day preceding the China Closing Date for purposes of determining the Aggregate China Purchase Price (as adjusted pursuant to Section 3.3); provided, further, that Sellers’ failure to include any changes proposed by Buyer, or the acceptance by Buyer of the China Estimates, shall not limit or otherwise affect Buyer’s or Sellers’ rights under this Agreement, including the right of Buyer to propose such changes or other changes in the China Closing Statement, or constitute an acknowledgment by Buyer of the accuracy of the China Estimates.