Common use of Estimated Adjustment Amount Clause in Contracts

Estimated Adjustment Amount. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror an updated Distribution Waterfall Schedule, an unaudited consolidated balance sheet of the Company Group (the “Estimated Closing Balance Sheet”) and an estimated closing statement (the “Estimated Closing Statement”) setting forth, with reasonable supporting detail, its good faith estimate of (i) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (ii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iii) the Holder Expenses (the “Estimated Holder Expenses”), (iv) the Closing Date Cash (the “Estimated Closing Date Cash”), (v) the Closing Date Other Adjustment Amount (the “Estimated Closing Date Other Adjustment Amount”), (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities (the “Estimated Current Blocker Tax Liabilities”). The Estimated Closing Balance Sheet and the Estimated Closing Statement shall be prepared in accordance with the Agreed Accounting Principles. A portion of the sample Estimated Closing Balance Sheet and Estimated Closing Statement calculated as of November 5, 2018 are included as Schedule 2.6, which portion shows only a sample calculation of the Estimated Closing Date Net Working Capital and a sample calculation of the Estimated Closing Date Other Adjustment Amount. Prior to the Closing, the Company shall consider in good faith any comments that the Acquiror has on the Estimated Closing Balance Sheet and the Estimated Closing Statement and work with the Acquiror in good faith to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve any comments prior to the Closing, the amounts of the Estimated Closing Date Net Working Capital, Estimated Closing Date Indebtedness, Estimated Holder Expenses, Estimated Closing Date Cash, Estimate Closing Date Other Adjustment Amount and Estimated Current Blocker Tax Liabilities as reflected in the Estimated Closing Balance Sheet and Estimated Closing Statement delivered by the Company shall be used for purposes of calculating the Closing Consideration and Blocker Company Payment.

Estimated Adjustment Amount. At least three (3a) Business Days prior to On or before the fifth business day preceding the Closing Date, the Company Sellers shall deliver to Acquiror an updated Distribution Waterfall Scheduleprovide Buyers, an unaudited consolidated balance sheet in writing, their estimate of the Company Group (the “Estimated Closing Balance Sheet”) and an estimated closing statement (the “Estimated Closing Statement”) setting forth, with reasonable supporting detail, its good faith estimate Net Asset Value of (i) Xxxxxx Industries as of the Closing Date Net Working Capital (Date, for purposes of estimating the “Estimated Closing Date Net Working Capital”), (ii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iii) the Holder Expenses (the “Estimated Holder Expenses”), (iv) the Closing Date Cash (the “Estimated Closing Date Cash”), (v) the Closing Date Other Adjustment Amount (the “"Estimated Adjustment Amount") together with the balance sheet and income statement of Xxxxxx Industries for the then most-recently completed calendar month and such other information in support of such estimated Net Asset Value. Buyers shall notify Sellers in writing within three business days of its receipt of such estimate as to whether or not Buyers agree with Sellers' estimate and if Buyers disagree with such estimate, the parties will negotiate in good faith in an effort to agree upon an estimated Net Asset Value. If the parties can agree upon an estimated Net Asset Value, then the Adjustment Amount shall be calculated based upon such estimated Net Asset Value and the amount thus calculated shall be and constitute the Estimated Adjustment Amount for purposes of Section 2.2(a)(i). If the parties are unable to agree as to an estimated Net Asset Value, then, for purposes of this agreement, the Sellers' estimate shall be used to determine the Estimated Adjustment Amount. As soon as practicable, but in any event within thirty (30) days after the Closing Date, Sellers shall prepare and deliver to Buyers the Closing Balance Sheet, which Closing Balance Sheet shall be prepared in the same manner as the balance sheet included in the Fiscal 1998 Financial Statements and in accordance with GAAP, but without an audit report or footnotes. Inventory shall be valued in accordance with the foregoing and based upon a joint physical inventory taken on the Closing Date Other by Buyers, Sellers, and their respective accountants. To the extent that the Adjustment Amount derived from the Net Asset Value shown on the Closing Balance Sheet is more or less than the Estimated Adjustment Amount”), Buyers shall pay to Sellers or Sellers shall pay to Buyers, as the case may be, the amount of such difference on a dollar-for-dollar basis and the Purchase Price shall be deemed to be increased or decreased, as the case may be, accordingly. Any amount due under this Section 2.8(a) shall be due within five (vi5) business days of the Closing Consideration calculated based on completion of the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities (the “Estimated Current Blocker Tax Liabilities”). The Estimated Closing Balance Sheet and the Estimated resolution of any disputes with respect thereto pursuant to Section 2.8(b). Interest shall accrue from the Closing Statement Date on the payment amount due at the rate charged by Mercantile Bank on the Closing Date as its base rate on the Closing Date, and shall be prepared in accordance payable simultaneously with the Agreed Accounting Principles. A portion of the sample Estimated Closing Balance Sheet and Estimated Closing Statement calculated as of November 5, 2018 are included as Schedule 2.6, which portion shows only a sample calculation of the Estimated Closing Date Net Working Capital and a sample calculation of the Estimated Closing Date Other Adjustment Amount. Prior to the Closing, the Company shall consider in good faith any comments that the Acquiror has on the Estimated Closing Balance Sheet and the Estimated Closing Statement and work with the Acquiror in good faith to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve any comments prior to the Closing, the amounts of the Estimated Closing Date Net Working Capital, Estimated Closing Date Indebtedness, Estimated Holder Expenses, Estimated Closing Date Cash, Estimate Closing Date Other Adjustment Amount and Estimated Current Blocker Tax Liabilities as reflected in the Estimated Closing Balance Sheet and Estimated Closing Statement delivered by the Company shall be used for purposes of calculating the Closing Consideration and Blocker Company PaymentPurchase Price adjustment under this Section 2.8(a).

Estimated Adjustment Amount. (a) The Share Consideration shall be reduced based on any negative Net Working Capital, which calculation shall include any unpaid liabilities related to Company Transaction Expenses. At least three five (35) Business Days prior to the Closing Date, the Company shall deliver to Acquiror an updated Distribution Waterfall Schedule, an unaudited consolidated balance sheet of the Company Group (the “Estimated Closing Balance Sheet”) and an estimated closing Parent a statement (the “Estimated Closing Statement”) setting forth, with reasonable supporting detail, forth its good faith estimate of (i) the Net Working Capital as of the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (ii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iii) the Holder Expenses (the “Estimated Holder Expenses”), (iv) the Closing Date Cash (the “Estimated Closing Date Cash”), (v) the Closing Date Other Adjustment Amount (the “Estimated Closing Date Other Adjustment Amount”), (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities (the “Estimated Current Blocker Tax Liabilities”). The Estimated Closing Balance Sheet and the Estimated Closing Statement Date Net Working Capital shall be prepared determined in accordance with GAAP, using the Agreed Accounting Principles. A portion same accounting principles, practices, methodologies and policies as were used in the preparation of the sample Estimated Closing Balance Sheet Company Financials (to the extent such accounting principles, practices, methodologies and Estimated Closing Statement calculated policies are in conformity with GAAP), shall include liabilities related to Company Transaction Expenses, but shall not include any changes in assets or liabilities as a result of November 5purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby. The Company shall provide Parent and its Representatives access to review and make copies of all working papers, 2018 are included as Schedule 2.6schedules, which portion shows only a sample books and records and personnel and shall provide to Parent information supporting such calculation of the Estimated Closing Date Net Working Capital and a sample calculation of in reasonable detail. If Parent disputes the Estimated Closing Date Other Adjustment Amount. Prior Net Working Capital amount (or any portion thereof) at any time prior to the ClosingClosing Date, then Parent and the Company shall consider in good faith any comments that the Acquiror has on the Estimated Closing Balance Sheet and the Estimated Closing Statement and work with the Acquiror will negotiate in good faith to resolve any differences that they may have with respect such dispute at or prior to the computation of any of Closing Date. To the items in extent the Company and Parent cannot agree upon the Estimated Closing Statement; provided that if the parties are unable to resolve any comments Date Net Working Capital prior to the ClosingClosing Date, then the amounts Estimated Closing Date Net Working Capital shall be deemed to be equal to one-half of the sum of the Company’s and Parent’s calculation of the Estimated Closing Date Net Working Capital, Capital (the Estimated Closing Date IndebtednessNew Working Capital as finally determined in accordance with this Section 2.2(a), Estimated Holder Expenses, the “Final Estimated Closing Date CashNet Working Capital”). The number of shares of Parent Common Stock and Parent Series D Preferred Stock issuable under Section 2.1(b) and the number of shares of Parent Common Stock subject to Roll-Over Options under Section 2.9(b) shall be reduced by a number of shares of Parent Common Stock or Parent Series D Preferred Stock, Estimate as the case may be, equal to the sum of, (A)(1)any amount by which the Final Estimated Closing Date Other Adjustment Amount and Estimated Current Blocker Tax Liabilities as reflected in Net Working Capital is negative plus (2) the Estimated Closing Balance Sheet and Estimated Closing Statement delivered amount of any Company Indebtedness at Closing, divided by (B) the Company shall be used for purposes of calculating Parent Stock Value, rounded down to the Closing Consideration and Blocker Company Paymentnearest whole share.

Estimated Adjustment Amount. At least three (3a) Not less than fourteen (14) Business Days prior to the expected Closing Date, the Company Sellers shall deliver to Acquiror an updated Distribution Waterfall Schedule, an unaudited consolidated balance sheet of the Company Group (the “Estimated Closing Balance Sheet”) and an estimated closing Purchasers a written statement (the “Estimated Closing Adjustment Amount Statement”) setting forth, with reasonable supporting detail, its forth Sellers’ good faith calculation of the estimate of (i) the Adjustment Amount as of the expected Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (ii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iii) the Holder Expenses (the “Estimated Holder Expenses”), (iv) the Closing Date Cash (the “Estimated Closing Date Cash”), (v) the Closing Date Other Adjustment Amount (the “Estimated Closing Date Other Adjustment Amount”), (vi) the Closing Consideration calculated which estimate shall be based on Sellers’ review of the items in financial information of the foregoing clauses (i) through (v), Acquired Companies then available to Sellers and (vii) the Current Blocker Tax Liabilities (the “Estimated Current Blocker Tax Liabilities”). The Estimated Closing Balance Sheet and the Estimated Closing Statement shall be prepared used in accordance with determining the Agreed Accounting Principles. A portion payment of the sample Estimated Closing Balance Sheet and Estimated Closing Statement calculated as of November 5, 2018 are included as Schedule 2.6, which portion shows only a sample calculation Purchase Price referred to in Section 1.2. Commencing with Sellers’ delivery of the Estimated Closing Date Net Working Capital Adjustment Amount Statement, Purchasers shall have reasonable access to the books and a sample calculation records and personnel of the Acquired Companies and the reasonable opportunity to consult with Sellers and their respective Representatives for purposes of evaluating the Estimated Adjustment Amount Statement. If Purchasers shall reasonably disagree, in good faith, with any item set forth in the Estimated Adjustment Amount Statement or used to determine the Estimated Adjustment Amount, then Purchasers shall deliver written notice of such disagreement to Sellers no later than five (5) Business Days following delivery of the Estimated Closing Date Other Adjustment Amount Statement and Purchasers and Sellers shall work, in good faith, to reach agreement on such disputed items. In no event shall any discussions or communications between Sellers and Purchasers, if any, with respect to any of Purchasers’ disagreements to the Estimated Adjustment Amount Statement under this Section 1.5(a) delay the Closing. In the event that Purchasers and Sellers do not agree to any adjustment to the Estimated Adjustment Amount Statement, then the Estimated Adjustment Amount Statement delivered by Sellers shall constitute the Estimated Adjustment Amount. Prior to Notwithstanding the Closingforegoing, the Company shall consider in good faith any comments that the Acquiror has on Purchasers’ agreement with the Estimated Closing Balance Sheet and the Estimated Closing Statement and work with the Acquiror in good faith to resolve Adjustment Amount (or any differences that they may have with respect to the computation of any of the items item set forth in the Estimated Closing Statement; provided that if the parties are unable to resolve any comments prior to the Closing, the amounts of the Estimated Closing Date Net Working Capital, Estimated Closing Date Indebtedness, Estimated Holder Expenses, Estimated Closing Date Cash, Estimate Closing Date Other Adjustment Amount and Estimated Current Blocker Tax Liabilities as reflected Statement) shall not foreclose, prevent, limit or preclude any rights or remedy of Purchasers set forth in the Estimated Closing Balance Sheet and Estimated Closing Statement delivered by the Company shall be used for purposes of calculating the Closing Consideration and Blocker Company Paymentthis Agreement.

Estimated Adjustment Amount. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror an updated Distribution Waterfall Schedule, an unaudited consolidated balance sheet Initial Calculation of the Company Group (the “Estimated Closing Balance Sheet”) and an estimated closing statement (the “Estimated Closing Statement”) setting forth, with reasonable supporting detail, its good faith estimate of (i) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (ii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (iii) the Holder Expenses (the “Estimated Holder Expenses”), (iv) the Closing Date Cash (the “Estimated Closing Date Cash”), (v) the Closing Date Other Adjustment Amount (the “Estimated Closing Date Other Adjustment Amount”), (vi) the Closing Consideration calculated based on the items in the foregoing clauses (i) through (v), and (vii) the Current Blocker Tax Liabilities (the “Estimated Current Blocker Tax Liabilities”)Purchase Consideration. The Estimated Closing Balance Sheet and the Estimated Closing Statement shall be prepared in accordance with the Agreed Accounting Principles. A portion of the sample Estimated Closing Balance Sheet and Estimated Closing Statement calculated as of November 5, 2018 are included as Schedule 2.6, which portion shows only a sample calculation of the Estimated Closing Date Net Working Capital and a sample calculation of the Estimated Closing Date Other Adjustment Amount. Prior to the Closing, the Company shall consider in good faith any comments that the Acquiror has on the Estimated Closing Balance Sheet and the Estimated Closing Statement and work with the Acquiror in good faith to resolve any differences that they may have with respect to the computation of any of the items in the Estimated Closing Statement; provided that if the parties are unable to resolve any comments Not later than five business days prior to the Closing, the amounts each Purchase Gerry Company shall deliver to Parent an estimate of the Adxxxxxent Amount (the "Estimated Adjustment Amount") of such Purchase Gerry Company, including therewith estimated Closing Indebtxxxxxs and Other Liabilities ("Estimated Closing Date Net Indebtedness and Other Liabilities") of such Purchase Gerry Company, estimated Working CapitalCapital Deficit or estimatxx Xxrking Capital Balance ("Estimated Working Capital Deficit or Balance") of such Purchase Gerry Company, estimated Capital Expenditure Deficiency or xxxxxated Capital Expenditure Excess ("Estimated Closing Date IndebtednessCapital Expenditure Deficiency or Excess") of such Purchase Gerry Company, and estimated Severance and Incentive Liabilxxxxx ("Estimated Holder ExpensesSeverance and Incentive Liabilities") of such Purchase Gerry Company, and the Cash Amount of such Purchase Gerry Cxxxxxy shall be determined pursuant to Section 4.01 xx xx the Estimated Closing Date Cash, Estimate Closing Date Other Adjustment Amount and of such Purchase Gerry Company were the Adjustment Amount of such Purchase Gxxxx Company (the "Estimated Current Blocker Tax Liabilities as reflected in Cash Amount" of such Purchase Xxxxy Company). As of the Estimated Closing Balance Sheet and Estimated Closing Statement delivered by Closing, the Cash Amount of each Xxxxxase Gerry Company shall be used for purposes deemed to comprise the Estimated Casx Xxxunt of calculating such Purchase Gerry Company. After the Closing Consideration and Blocker Company PaymentClosing, the Purchase Consideratiox xxxll be subject to adjustment in accordance with Section 4.04.