Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. (i) At least three Business Days before the Closing, Sellers shall prepare and deliver to Buyer a statement setting forth their good faith estimate of (A) Closing Working Capital (the “Estimated Closing 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, except for the Controller Termination Payment, which shall reduce the Closing Working Capital by the amount of the Controller Termination Payment on a dollar for dollar basis ), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Unaudited Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end, and (B) Closing Plant, Property and Equipment (the “Estimated Closing Plant, Property and Equipment”), which statement shall contain an original cost list of the Company’s Estimated Plant, Property and Equipment as of the Closing Date prepared using the same valuation methodologies that were used in the preparation of the Unaudited Financial Statements for the most recent fiscal year end and the Interim Financial Statements(the “Estimated Closing Plant, Property and Equipment Statement”).Notwithstanding the foregoing, the Company shall purchase the three new trailers and one yard crane listed on Section 2.04(a) of the Disclosure Schedules (collectively, the “Excluded Equipment”) for the Company’s Andrews, Texas location prior to Closing, the Company shall be responsible for paying the costs of the Excluded Equipment (which shall total approximately $260,000), and the Excluded Equipment shall not be contained on the Estimated Closing Plant, Property and Equipment Statement.

Closing Adjustment. (i) At least No later than three Business Days before the ClosingClosing Date, Sellers shall prepare and the Partnership will deliver to Buyer a statement setting forth their good faith estimate of the Parent (A) an estimated unaudited consolidated balance sheet of the Partnership at and as of 11:59 P.M. on the day immediately preceding the Closing Working Capital Date (the “Estimated Closing Working CapitalBalance Sheet”), which (B) a statement shall contain an estimated balance sheet (the “Estimated Closing Statement”) setting forth its good faith estimate of the Company as amount of the Closing Date Cash, any Closing Working Capital Surplus or Closing Working Capital Deficiency, the Closing Indebtedness and the Transaction Expenses and (C) an updated version of Exhibit C reflecting the Rollover Consideration and Cash Consideration payable in accordance with the Estimated Closing Statement (“Updated Exhibit C”). The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared by the Partnership in accordance with GAAP and this Agreement applied on a basis consistent with past practice and the principles used in preparation of the Latest Balance Sheet (without giving effect to the transactions contemplated herein). The Parent and its Representatives, except for including the Controller Termination PaymentParent’s independent accountants, which shall reduce the Closing Working Capital by the amount will be entitled to review all work papers of the Controller Termination Payment on a dollar for dollar basis )Partnership and its Representatives, a calculation including its independent accountants, prepared or reviewed in connection with the delivery of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Working Capital Statement was prepared using Balance Sheet and the same accounting methodsEstimated Closing Statement, practices, principles, policies as well as access to the books and procedures, with consistent classifications, judgments records and valuation and estimation methodologies that were used in the preparation personnel of the Unaudited Financial Statements Partnership as the Parent may reasonably request for the most recent fiscal year end as if such purpose of reviewing the Estimated Closing Working Capital Balance Sheet and the Estimated Closing Statement. If the Parent disputes the Estimated Closing Balance Sheet, the Estimated Closing Statement was being prepared and audited as of a fiscal year end(or any portion thereof) or the Updated Exhibit C prior to the Closing, then the Parent, the Partnership, and (B) Closing Plant, Property and Equipment (the “Estimated Closing Plant, Property and Equipment”), which statement shall contain an original cost list of the Company’s Estimated Plant, Property and Equipment as of the Closing Date prepared using the same valuation methodologies that were used Holder Representative will negotiate in the preparation of the Unaudited Financial Statements for the most recent fiscal year end and the Interim Financial Statements(the “Estimated Closing Plant, Property and Equipment Statement”).Notwithstanding the foregoing, the Company shall purchase the three new trailers and one yard crane listed on Section 2.04(a) of the Disclosure Schedules (collectively, the “Excluded Equipment”) for the Company’s Andrews, Texas location good faith to resolve any such dispute at or prior to Closing, the Company shall be responsible for paying the costs of the Excluded Equipment (which shall total approximately $260,000), and the Excluded Equipment shall not be contained on the Estimated Closing Plant, Property and Equipment Statement.

Closing Adjustment. (i) At least three (3) Business Days before the Closing, Sellers Seller shall prepare and deliver to Buyer a statement setting forth their its good faith estimate of (A) Closing Working Capital (the “Estimated Closing 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, except for the Controller Termination Payment, which shall reduce the Closing Working Capital by ) and a separate statement of the amount of cash in the Controller Termination Payment on Company’s bank accounts as of the Closing Date and a description of the dollar for dollar basis amount of each such account (the “Actual Closing Cash”), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company Seller that the Estimated Closing Working Capital 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 Unaudited Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital 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 (“Required Closing Cash”) (and which, for great certainty and (B) without duplication, shall be included in the Closing Plant, Property Working 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 the difference between the Company’s Required Closing Cash and Equipment the Actual Closing Cash (the “Estimated Closing Plant, Property and EquipmentCash Deficiency”), which statement shall contain an original cost list of the Company’s Estimated Plant, Property and Equipment as of the Closing Date prepared using the same valuation methodologies that were used in the preparation of the Unaudited Financial Statements for the most recent fiscal year end and the Interim Financial Statements(the “Estimated Closing Plant, Property and Equipment Statement”).Notwithstanding the foregoing, the Company shall purchase the three new trailers and one yard crane listed on Section 2.04(a) of the Disclosure Schedules (collectively, the “Excluded Equipment”) for the Company’s Andrews, Texas location prior to Closing, the Company shall be responsible for paying the costs of the Excluded Equipment (which shall total approximately $260,000), and the Excluded Equipment shall not be contained on the Estimated Closing Plant, Property and Equipment Statement.

Closing Adjustment. (i) At least three (3) Business Days before the Closing, Sellers Seller shall prepare and deliver to Buyer a statement setting forth their its good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall contain an estimated consolidated balance sheet of Xxxxxxxx and the Company as of the Closing Date (without giving effect to the transactions contemplated herein, except for the Controller Termination Payment, which shall reduce the Closing Working Capital by ) and a separate statement of the amount of cash in Xxxxxxxx’x and the Controller Termination Payment on Company’s bank accounts as of the Closing Date and a description of the dollar for dollar basis amount of each such account (the “Actual Closing Cash”), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer of the Company Seller that the Estimated Closing Working Capital 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 Unaudited Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end. The Actual Closing Cash shall include cash held in Xxxxxxxx’x and the Company’s bank accounts of at least $650,000 (“Required Closing Cash”) (and which, for great certainty and (B) without duplication, shall be included in the Closing Plant, Property Working 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 the difference between the Required Closing Cash and Equipment the Actual Closing Cash (the “Estimated Closing Plant, Property and EquipmentCash Deficiency”), which statement shall contain an original cost list of the Company’s Estimated Plant, Property and Equipment as of the Closing Date prepared using the same valuation methodologies that were used in the preparation of the Unaudited Financial Statements for the most recent fiscal year end and the Interim Financial Statements(the “Estimated Closing Plant, Property and Equipment Statement”).Notwithstanding the foregoing, the Company shall purchase the three new trailers and one yard crane listed on Section 2.04(a) of the Disclosure Schedules (collectively, the “Excluded Equipment”) for the Company’s Andrews, Texas location prior to Closing, the Company shall be responsible for paying the costs of the Excluded Equipment (which shall total approximately $260,000), and the Excluded Equipment shall not be contained on the Estimated Closing Plant, Property and Equipment Statement.

Closing Adjustment. (i) At least three five Business Days before the Closing, Sellers shall the Remington Parties will prepare and deliver to Buyer AINC a statement setting forth their good good-faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”), which statement shall will contain an estimated balance sheet of the Company Remington Companies (other than Marietta Leasehold LP) on a consolidated basis as of the Closing Date (without giving effect to any of the transactions contemplated hereinTransactions), except for the Controller Termination Payment, which shall reduce an estimated balance sheet of Marietta Leasehold LP on a consolidated basis as of the Closing Working Capital by the amount Date (without giving effect to any of the Controller Termination Payment on Transactions), an estimate of the Non-Current Stock Plan Liability as of the Closing Date, a dollar for dollar basis )statement of the Estimated Pro Rated Incentive Fees, a statement of the Estimated Pro Rated Bonus Liabilities, a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer senior accounting officer of the Company Remington that (x) the Estimated Closing Working Capital Statement (other than the Non-Current Stock Plan Liability and Estimated Pro Rated Incentive Fees) 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 Unaudited Audited 2018 Carve-Out Financial Statements for (in the most recent fiscal year end case Remington and its consolidated subsidiaries) and the Audited 2018 Marietta Financial Statements (in the case of Marietta Leasehold LP) as if such Estimated Closing Working Capital Statement was were being prepared and audited as of a fiscal year end, and (By) Closing Plant, Property and Equipment (the “Estimated Closing Plant, Property and Equipment”), which statement shall contain an original cost list estimate of the Company’s Estimated PlantNon-Current Stock Plan Liability was calculated applying the same methods, Property practices, principles, policies and Equipment procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to calculate the Non-Current Stock Plan Liability set forth in Schedule 3.06(a) but with a determination date as of the Closing Date prepared using the same valuation methodologies that were used in the preparation of the Unaudited Financial Statements for the most recent fiscal year end and the Interim Financial Statements(the “Estimated Closing Plant, Property and Equipment Statement”).Notwithstanding the foregoing, the Company shall purchase the three new trailers and one yard crane listed on Section 2.04(a) of the Disclosure Schedules (collectively, the “Excluded Equipment”) for the Company’s Andrews, Texas location prior to Closing, the Company shall be responsible for paying the costs of the Excluded Equipment (which shall total approximately $260,000), and the Excluded Equipment shall not be contained on the Estimated Closing Plant, Property and Equipment StatementDate.

Closing Adjustment. (i) At least three (3) Business Days before the Closing, Sellers the Company shall prepare and deliver to Buyer Parent a statement setting forth their good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working CapitalStatement”) setting forth its good faith estimates of each component of the Share Consideration Adjustment Amount Value (the “Estimated Share Consideration Adjustment Amount Value”), which statement shall contain an estimated unaudited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein, except for the Controller Termination Payment, which shall reduce the Closing Working Capital by the amount of the Controller Termination Payment on a dollar for dollar basis ), a calculation of Estimated Closing Working Capital (the “Estimated Closing Working Capital Statement”), and a certificate of the Chief Financial Officer Vice President of Finance of the Company that the Estimated Closing Working Capital Statement was prepared in accordance with US GAAP and using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were procedures used in to prepare the preparation of the Unaudited Financial Statements for the most recent fiscal year end (as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end, and (Bmodified by Schedule 2.19(b)) Closing Plant, Property and Equipment (the “Accounting Policies”). In the event of any conflicts between US GAAP and the Accounting Policies, US GAAP shall control. The parties hereto agree that the purpose of preparing the Estimated Closing PlantStatement and determining Current Assets and Current Liabilities pursuant to this Section 2.19 is to adjust for inaccuracies in the estimates in the amounts of Closing Working Capital, Property Current Assets, Current Liabilities, Excess Cash, Company M&A Fund Cash Amount, and Equipment”), which statement shall contain an original cost list Closing Indebtedness as of the Company’s Closing, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the estimates of Closing Working Capital, Current Assets, Current Liabilities, Excess Cash, Company M&A Fund Cash Amount and Closing Indebtedness as of the Closing. The Company shall cooperate with Parent in supplying any other information Parent may reasonably request in order to verify the amounts reflected on the Estimated PlantClosing Statement. The estimates of Closing Working Capital, Property Excess Cash, Company M&A Fund Cash Amount and Equipment Closing Indebtedness as of the Closing Date prepared using the same valuation methodologies that were used in the preparation of the Unaudited Financial Statements for the most recent fiscal year end and the Interim Financial Statements(the “Estimated Closing Plant, Property and Equipment Statement”).Notwithstanding the foregoing, the Company shall purchase the three new trailers and one yard crane listed on Section 2.04(a) of the Disclosure Schedules (collectively, the “Excluded Equipment”) for the Company’s Andrews, Texas location prior to Closing, the Company shall be responsible for paying the costs of the Excluded Equipment (which shall total approximately $260,000), and the Excluded Equipment shall not be contained set forth on the Estimated Closing PlantStatement, Property with any changes thereto as agreed by Parent and Equipment Statementthe Company prior to the Closing, will be used for purposes of calculating the Closing Merger Consideration absent manifest error.