Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (a) No later than five (5) Business Days prior to the Closing Date, the Sellers shall deliver to the Purchaser a certificate executed by the President or Chief Executive Officer of each of the Sellers dated as of the date of delivery, certifying as to a good faith estimate of the following (the “Pre-Closing Adjustment Notice”): (i) the Closing Net Working Capital, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities (the “Estimated Closing Net Working Capital”) and the Estimated Closing Net Working Capital Adjustment, (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”). The Estimated Closing Net Working Capital and Estimated Closing Indebtedness shall be calculated on a consistent basis with the principles set forth in Section 2.7(a) of the Seller Disclosure Schedule (the “Reference Calculation”). The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Estimated Closing Indebtedness. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment” means (1) if the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital Target Amount, an amount equal to such excess (the “Estimated Closing Net Working Capital Surplus”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars), and (2) if the Estimated Closing Net Working Capital is less than the Closing Net Working Capital Target Amount, an amount equal to such deficiency.

Closing Adjustment. (a) No later than five two (52) Business Days days prior to the Closing Date, the Sellers shall prepare and deliver to Buyer a statement (the Purchaser a certificate executed “Preliminary Closing Statement”), together with such supporting documentation as is reasonably requested by the President or Chief Executive Officer of each Buyer, that references and attaches (i) an unaudited consolidated balance sheet of the Sellers dated Company as of the date close of deliverybusiness on the last day of the last full calendar month immediately preceding the month in which the Preliminary Closing Statement is being delivered, certifying as to a and (ii) an updated version of the Closing Date Payment Schedule, setting forth Sellers’ good faith estimate of the following Closing Date Net Total Consideration (the “PreEstimated Closing Date Net Total Consideration”) in sufficient detail to identify on an item-by-item basis the calculation of each item comprising the Estimated Closing Adjustment NoticeDate Net Total Consideration (other than the Net Inventory Value, which will be calculated in accordance with Section 2.3), including good faith estimates of (A) Closing Cash (“Estimated Closing Cash”): ), (iB) the Closing Net Working Capital, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities Capital (the “Estimated Closing Net Working Capital”) and the Estimated Closing Net Working Capital Adjustment), (iiC) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (D) Unpaid Company Transaction Expenses (“Estimated Unpaid Company Transaction Expenses”), and (E) the Closing Adjustment. The Sellers shall prepare the Preliminary Closing Statement in accordance with the principles and methodologies set forth on Schedule 1.1 and the Closing Date Payment Schedule. “Closing Adjustment” means an amount equal to (1) Estimated Closing Cash, plus (2) Estimated Closing Net Working Capital and Estimated Closing Indebtedness shall be calculated on a consistent basis with minus (3) the principles set forth in Section 2.7(a) of the Seller Disclosure Schedule (the “Reference Calculation”). The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for the Estimated Closing Net Working Capital Adjustment Amount Target, minus (if such amount is positive4) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Estimated Closing Indebtedness, minus (5) Estimated Unpaid Company Transaction Expenses. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment” means (1) if the Estimated Closing Net Working Capital exceeds If the Closing Net Working Capital Target AmountAdjustment is a positive number, an amount equal to such excess (the “Estimated Closing Net Working Capital Surplus”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars), and (2) if the Estimated Closing Net Working Capital is less than then the Closing Date Net Working Capital Target AmountTotal Consideration payable on the Closing Date shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, an then the Closing Date Net Total Consideration payable on the Closing Date shall be reduced by the amount equal to such deficiencyof the Closing Adjustment.

Closing Adjustment. (a) No later than At least five (5) Business Days prior to the Closing DateClosing, the Sellers Company shall deliver to the Purchaser a certificate executed by the President or Chief Executive Officer of each of the Sellers dated as of the date of delivery, certifying as to Parent a good faith estimate of the following (the “Pre-Closing Adjustment Notice”): (i) the Closing Net Working Capital, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities Capital (the “Estimated Closing Net Working Capital”) ), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Company that the Estimated Closing Net Working Capital Statement was prepared in accordance with the Agreed Accounting Principles. The Company shall provide Parent with reasonable access to the books and records of the Company, and other Company documents, to verify the information set forth in the Estimated Closing Working Capital Statement prior to the Closing Date. The “Closing Adjustment” shall be an amount equal to the amount by which the difference between the Estimated Closing Working Capital and the Target Working Capital exceeds Two Hundred Fifty Thousand Dollars ($250,000). If the Closing Adjustment is a positive number, the Merger Consideration shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Merger Consideration shall be reduced by the amount of the Closing Adjustment. For example, if the Estimated Closing Working Capital is $10 million and the Target Working Capital is $11 million, the Closing Adjustment would be $750,000, and it would reduce the Merger Consideration. If the Estimated Closing Working Capital is $10.5 million and the Target Working Capital is $10 million, the Closing Adjustment would be $250,000, and it would increase the Merger Consideration. In addition, at least two (2) Business Days prior to the Closing, the Company shall deliver to Parent a good faith estimate of (i) the cash and cash equivalents expected to be on hand as of the Closing Time determined in accordance with the Agreed Accounting Principles (the “Estimated Cash Balance”), (ii) the expected amount of the Closing Date Indebtedness as of the Closing Time (the “Estimated Closing Date Indebtedness”). The Estimated Closing Net Working Capital and Estimated Closing Indebtedness shall be calculated on , (iii) a consistent basis with the principles set forth in Section 2.7(a) calculation of the Seller Disclosure Schedule Merger Consideration payable at the Closing based on such estimated amounts, and (iv) the “Reference Calculation”). The Cash Purchase Price amounts to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for 2.7. The Company shall provide Parent with reasonable access to the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); books and (B) down for the absolute value records of the Estimated Closing Indebtedness. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment” means (1) if the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital Target Amount, an amount equal to such excess (the “Estimated Closing Net Working Capital Surplus”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars)Company, and (2) if the Estimated Closing Net Working Capital is less than the Closing Net Working Capital Target Amountother Company documents, an amount equal to verify such deficiencyamounts.

Closing Adjustment. (i) Not more than forty-five (45) days after the Closing, Sellers shall prepare and deliver to Buyer an audited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) (the “Closing Date Balance Sheet”). Buyer agrees to make available to Sellers, upon reasonable request of Sellers post-closing, any books, records, and systems of the Company as reasonably necessary for Sellers to prepare such Closing Date Balance Sheet. (ii) Within thirty (30) days of Buyer’s receipt of the Closing Date Balance Sheet from Sellers, Buyer shall prepare and deliver to Seller a statement setting forth its calculation of Closing Working Capital, which statement shall contain an audited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Closing Working Capital (the "Closing Working Capital Statement") and a certificate of the Chief Financial Officer of Buyer that the Closing Working Capital Statement was prepared in accordance with GAAP and this Agreement. (iii) The "Closing Adjustment" shall be an amount that is equal to (a) No later than five (5) Business Days prior to the amount by which Closing Date, the Sellers shall deliver to the Purchaser a certificate executed by the President or Chief Executive Officer of each of the Sellers dated as of the date of delivery, certifying as to a good faith estimate of the following (the “Pre-Closing Adjustment Notice”): (i) the Closing Net Working Capital, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities (the “Estimated Closing Net Working Capital”) and the Estimated Closing Net Working Capital Adjustment, (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”). The Estimated Closing Net Working Capital and Estimated Closing Indebtedness shall be calculated on a consistent basis with the principles set forth in Section 2.7(a) of the Seller Disclosure Schedule (the “Reference Calculation”). The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Estimated Closing Indebtedness. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment” means (1) if the Estimated Closing Net Working Capital exceeds the Closing Net Target Working Capital Range, as of the audited Closing Balance Sheet; or (b) the amount by which Closing Working Capital falls below the Target AmountWorking Capital Range, as of the audited Closing Balance Sheet; or (c) in the event Closing Working Capital is within the Target Working Capital Range, $0. In the case of subsection (a) above, the Purchase Price shall be increased by the amount of the Closing Adjustment, on a dollar-for-dollar basis, and Buyer shall pay to Sellers an amount equal to such excess the Closing Adjustment. In the case of subsection (b) above, the “Estimated Purchase Price shall be reduced by the amount of the Closing Net Working Capital Surplus”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars)Adjustment, on a dollar-for-dollar basis, and (2) if the Estimated Closing Net Working Capital is less than the Closing Net Working Capital Target Amount, Sellers shall pay to Buyer an amount equal to such deficiencythe Closing Adjustment.

Closing Adjustment. (a) No later Not less than five (5) Business Days prior to the anticipated Closing Date, the Sellers Parent shall deliver to the provide Purchaser a certificate executed by the President or Chief Executive Officer with an estimated statement of each of the Sellers dated Working Capital and Net Indebtedness as of the date opening of delivery, certifying as to a good faith estimate of business on the following Closing Date (the “Pre-Statement of Estimated Closing Working Capital and Indebtedness”), which shall be accompanied by a notice (the “Closing Notice”) signed by an authorized officer of Parent that sets forth (i) Parent’s good faith determination of the Closing Adjustment Noticeand the Purchase Price after giving effect to the Closing Adjustment and (ii) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section 2.03. (b) The Closing Notice shall specify an amount (which may be positive or negative) (the “Closing Adjustment”): ) that shall be equal to (i) the Closing Net amount of Working Capital, reflecting Capital set forth in the exclusion Statement of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities (the “Estimated Closing Net Working Capital”) and the Estimated Closing Net Working Capital Adjustmentand Net Indebtedness, less (ii) the Closing Target Working Capital Amount, less (iii) the amount of Net Indebtedness (set forth in the “Statement of Estimated Closing Indebtedness”). The Estimated Closing Net Working Capital and Estimated Indebtedness. Parent shall make its representatives reasonably available to Purchaser prior to the Closing Indebtedness and following delivery of the Closing Notice to discuss its calculation of the Closing Adjustment and shall consider Purchaser’s reasonable comments in good faith. If the Closing Adjustment is a positive amount, then the Purchase Price shall be calculated on a consistent basis with equal to the principles set forth in Section 2.7(a) Pre-Adjustment Cash Amount increased by the amount of the Seller Disclosure Schedule (Closing Adjustment. If the “Reference Calculation”). The Cash Closing Adjustment is a negative amount, then the Purchase Price shall be equal to be paid the Pre-Adjustment Cash Amount decreased by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Closing Adjustment. (c) The Statement of Estimated Closing Indebtedness. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment” means (1) if and Indebtedness shall be prepared in accordance with the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital Target Amount, an amount equal to such excess Accounting Principles attached as Schedule II-A hereto (the “Estimated Closing Net Working Capital SurplusAccounting Principles”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars), and in the case of the calculation of Working Capital set forth therein, in accordance with the definition of “Working Capital.” (2d) For illustrative purposes, Annex I of Schedule II sets forth a calculation of the Working Capital as if the Estimated Closing Net had occurred on March 31, 2015 (the “Illustrative Working Capital is less than the Closing Net Working Capital Target Amount, an amount equal to such deficiencyStatement”).

Closing Adjustment. (a) No later than five (5) Business Days prior to the Closing Date, the Sellers shall deliver to the Purchaser a certificate executed by the President or Chief Executive Officer of each of the Sellers dated as of the date of delivery, certifying as to a good faith estimate of the following (the “Pre-Closing Adjustment Notice”): (i) At the Closing Net Working CapitalClosing, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities (the “Estimated Closing Net Working Capital”) and the Estimated Closing Net Working Capital Adjustment, (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”). The Estimated Closing Net Working Capital and Estimated Closing Indebtedness Purchase Price shall be calculated on a consistent basis with adjusted in the principles set forth in Section 2.7(a) of the Seller Disclosure Schedule (the “Reference Calculation”). The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as followsfollowing manner: (A) up for either (1) an increase by the amount, if any, by which the Estimated Closing Net Working Capital Adjustment Amount (as determined in accordance with Section 2.04(a)(ii)) is greater than the Target Working Capital, or (2) a decrease by the amount, if such amount is positive) or down for any, by which the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Estimated Closing Indebtedness. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment” means (1) if the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital Target Amount, an amount equal to such excess (the “Estimated Closing Net Working Capital Surplus”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (two million dollars), and (2) if the Estimated Closing Net Working Capital is less than the Target Working Capital; (B) an increase by the amount of the Estimated Closing Net Working Capital Target Amount, Cash of the Company as of the open of business on the Closing Date; (C) a decrease by the outstanding Indebtedness of the Company as of the open of business on the Closing Date; (D) a decrease by the amount of unpaid Transaction Expenses of the Company as of the open of business on the Closing Date; and (E) a decrease in an amount equal to the Holdback Amount in shares of AgEagle Stock. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” The adjustments to the Purchase Price in clauses (A) through (D) shall be allocated to the cash portion of the Purchase Price, and the adjustment to the Purchase Price in clause (E) shall be allocated to the portion of the Purchase Price payable in shares of AgEagle Stock. (ii) At least three Business Days before the Closing, Sellers’ Representative shall have prepared and delivered to Buyer a statement setting forth its good faith estimates of Closing Working Capital (the “Estimated Closing Working Capital”) and Closing Cash (the “Estimated Closing Cash”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Executive Officer of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited Financial Statements for the most recent fiscal year end as if such deficiencyEstimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end.

Closing Adjustment. (ai) No later than five At least three (53) Business Days prior to before the Closing DateClosing, the Sellers Seller shall prepare and deliver to the Purchaser Buyer a certificate executed by the President or Chief Executive Officer of each of the Sellers dated as of the date of delivery, certifying as to a statement setting forth its good faith estimate of the following (the “Pre-Closing Adjustment Notice”): (i) the Closing Net Working Capital, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities Capital (the “Estimated Closing Net Working Capital”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein) and a separate statement of the amount of cash in the Company’s bank accounts as of the Closing Date and a description of the dollar amount of each such account (the “Actual Closing Cash”), a calculation of Estimated Closing Net Working Capital Adjustment, (ii) the Closing Indebtedness (the “Estimated Closing IndebtednessWorking Capital Statement”). The Estimated Closing Net Working Capital , and Estimated Closing Indebtedness shall be calculated on a consistent basis with the principles set forth in Section 2.7(a) certificate of the Chief Financial Officer of Seller Disclosure Schedule (the “Reference Calculation”). The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for that the Estimated Closing Net Working Capital Adjustment Amount (Statement was prepared in accordance with Exhibit C and GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount Statement was being prepared and audited as of a fiscal year end. The Actual Closing Cash shall include cash held in the Company’s bank accounts of at least $650,000 (if such amount is negative); “Required Closing Cash”) (and (B) down which, for the absolute value of the Estimated Closing Indebtedness. For the purposes of this Agreementgreat certainty and without duplication, the “Estimated Closing Net Working Capital Adjustment” means (1) if the Estimated Closing Net Working Capital exceeds shall be included in the Closing Net Working Capital Target Amount, Capital). If the Actual Closing Cash is less than the Required Closing Cash at Closing then Seller shall pay to Buyer at Closing an amount equal to such excess the difference between the Company’s Required Closing Cash and the Actual Closing Cash (the “Estimated Closing Net Working Capital SurplusCash Deficiency”). (ii) provided such Estimated The “Closing Net Working Capital Surplus Adjustment” shall not exceed $2,000,000 (two million dollars), and (2) if the Estimated Closing Net Working Capital is less than the Closing Net Working Capital Target Amount, be an amount equal to such deficiencythe Estimated Closing Working Capital minus $9,850,000 (the “Target Working Capital”). If the Closing Adjustment is a positive number, the Cash Consideration shall be increased by the amount of the Closing Adjustment. If the Closing Adjustment is a negative number, the Cash Consideration shall be reduced by the amount of the Closing Adjustment.

Closing Adjustment. (ai) No later than At least five (5) Business Days prior to before the Closing DateClosing, the Sellers Seller shall prepare and deliver to the Purchaser a certificate executed by the President or Chief Executive Officer of each of the Sellers dated as of the date of delivery, certifying as to a statement setting forth its good faith estimate of the following (the “Pre-Closing Adjustment Notice”): (i) the Closing Net Working Capital, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities TBV (the “Estimated Closing Net Working CapitalTBV”) ), which statement shall contain an estimated balance sheet of the Company and an estimate of the Estimated Closing Net Working Capital AdjustmentGroup Companies’ unpaid Transaction Expenses, (ii) and prepare and deliver an estimate of the Closing Indebtedness Company’s Unrestricted Cash (the “Estimated Closing IndebtednessUnrestricted Cash”). The ) as of the Closing Date (without giving effect to the Transactions herein) prepared in accordance with the Accounting Principles, and a calculation of Estimated Closing Net Working Capital TBV and Estimated Closing Indebtedness shall be calculated on a consistent basis with the principles set forth in Section 2.7(a) Unrestricted Cash (and copies of the Seller Disclosure Schedule (relevant bank statement or other evidence reflecting the “Reference Calculation”). The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value balance of the Estimated Closing Indebtedness. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment” means (1Unrestricted Cash) if the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital Target Amount, an amount equal to such excess (the “Estimated Closing Net Working Capital SurplusStatements”) provided such Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 in the form attached hereto as Exhibit “A”. (two million dollars), ii) The Purchaser will have the right to review the financial Books and (2) if Records relevant to the preparation of the statements setting forth the Estimated Closing Net Working Capital TBV and the Estimated Closing Unrestricted Cash and the Seller agrees to cause the accounting personnel of the Company and Opco to assist the Purchaser in accessing and reviewing such Books and Records. The Seller will consider in good faith any comments from the Purchaser regarding the statements containing the Estimated Closing TBV and the Estimated Closing Unrestricted Cash. (iii) If the result of the Estimated Closing TBV minus the Target TBV is less than a positive number, the Purchase Price shall be increased by such amount on a dollar-for-dollar basis, without duplication. If the result of the Estimated Closing Net Working Capital TBV minus the Target AmountTBV is a negative number, an the Purchase Price shall be reduced by the TBV Shortfall Factor. (iv) If the result of the Estimated Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a positive number, the Purchase Price shall be increased by such amount equal on a dollar-for-dollar basis, without duplication. If the result of the Estimated Closing Unrestricted Cash minus the Minimum Unrestricted Cash is a negative number, the Purchase Price shall be reduced by such amount on a dollar-for-dollar basis, without duplication. (v) The Purchase Price as adjusted pursuant to such deficiencythis Section 2.4(a)(iii) and (iv) and calculated in accordance with Exhibit "A1" is referred to as the “Estimated Purchase Price”.

Closing Adjustment. (aA) No later than At least five (5) Business Days prior to before the Closing DateClosing, the Sellers Company shall prepare and deliver to the Purchaser Buyer a certificate executed by statement setting forth the President or Chief Executive Officer of each of the Sellers dated as of the date of delivery, certifying as to a Company’s good faith estimate estimates of the following (the “Pre-Closing Adjustment Notice”): (i) the Closing Net Working Capital, reflecting the exclusion of the Excluded Assets, Excluded Liabilities, Retained Assets and Retained Liabilities Capital (the “Estimated Closing Net Working Capital”) and the Estimated Closing Net Working Capital Adjustment, (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness” and, together with the Estimated Closing Net Working Capital, the “Estimated Amounts”). The , which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Net Working Capital and Estimated Closing Indebtedness shall be calculated on a consistent basis with the principles set forth in Section 2.7(a) of the Seller Disclosure Schedule (the “Reference Calculation”). The Cash Purchase Price to be paid by the Purchaser at the Closing pursuant to Section 2.10(b) will be adjusted as follows: (A) up for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is positive) or down for the Estimated Closing Net Working Capital Adjustment Amount (if such amount is negative); and (B) down for the absolute value of the Estimated Closing Indebtedness. For the purposes of this Agreement, the “Estimated Closing Net Working Capital Adjustment” means (1) if the Estimated Closing Net Working Capital exceeds the Closing Net Working Capital Target Amount, an amount equal to such excess (the “Estimated Closing Net Working Capital SurplusStatement”) provided such and a calculation of Estimated Closing Net Indebtedness (the “Estimated Closing Net Indebtedness Statement”), and a certificate of the Chief Financial Officer of Company that the Estimated Closing Net Working Capital Surplus shall not exceed $2,000,000 (Statement and the Estimated Closing Net Indebtedness Statement were prepared in accordance with the definitions thereof. Not less than two million dollars), and (2) if Business Days prior to the anticipated Closing Date, the Buyer shall notify the Company in the event that it disputes any aspect of the Estimated Amounts or the calculations thereof. Prior to the Closing Date, the Buyer and the Company shall negotiate in good faith to resolve any such dispute (or any aspect thereof). The amount so agreed following such negotiations (or as otherwise so agreed) shall be the Estimated Amounts for purposes of the Closing. If the Buyer and the Company are unable to resolve such dispute, the Estimated Amounts set forth in the Estimated Closing Net Working Capital Statement and the Estimated Closing Net Indebtedness Statement shall be the Estimated Amounts for the purposes of the Closing. (B) The difference between the Estimated Closing Net Working Capital and the Target Net Working Capital shall be referred to as the “Estimated Working Capital Surplus” in the event that the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, and the “Estimated Working Capital Deficit” in the event that the Estimated Closing Net Working Capital is less than the Closing Target Net Working Capital Target Amount, Capital. The “Closing Adjustment” shall be an amount equal to such deficiencyzero plus (i) the Estimated Working Capital Surplus, if any, minus (ii) the Estimated Working Capital Deficit, if any, plus (iii) the Estimated Closing Net Indebtedness (which may be a negative amount, and in which case it would be reduced). If the Closing Adjustment is a negative number, the amount of the Acquisition Consideration shall be reduced by the absolute value of the Closing Adjustment. If the Closing Adjustment is a positive number, the amount of the Acquisition Consideration shall be increased by the absolute value of the Closing Adjustment.