Common use of Estimated Adjustment Amount Clause in Contracts

Estimated Adjustment Amount. (a) Within ten Business Days prior to the Closing Date, and in no event less than five Business Days prior to the Closing Date, Keystone shall deliver to the Acquiror a certificate signed by the Chief Financial Officer of Keystone attaching a statement setting forth (i) the Transaction Tax Benefit Amount and (ii) its reasonable, good faith estimate of the Net Working Capital as of the Closing Date (the "Estimated Closing Date Net Working Capital") in substantially the form of the Statement of Net Working Capital, each of which shall be reasonably acceptable to Acquiror. The Estimated Closing Date Net Working Capital shall be determined in accordance with GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Interim Balance Sheet, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby other than as set forth in the footnotes on Exhibit D attached hereto. (b) The "Estimated Adjustment Amount," which may be positive or negative, means (i) the sum of (x) the Estimated Closing Date Net Working Capital plus (y) the Transaction Tax Benefit Amount, minus (ii) the amount of the Target Working Capital. For purposes of the Closing (and the payments to be made pursuant to Section 2.5 at the Closing), if the Estimated Adjustment Amount is a positive number, then the Aggregate Enterprise Value will be increased by the Estimated Adjustment Amount, or if the Estimated Adjustment Amount is a negative number, the Aggregate Enterprise Value will be decreased by the absolute value of the Estimated Adjustment Amount.

Estimated Adjustment Amount. (a) Within Not less than five (5) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, and in no event less than five Business Days prior to the Closing Date, Keystone Company shall deliver to the Acquiror a certificate signed by the Chief Financial Officer its good faith estimate of Keystone attaching a statement setting forth (i) the Transaction Tax Benefit Amount and (ii) its reasonable, good faith estimate of the Closing Date Net Working Capital (as of the Closing Date defined below) (the "“Estimated Closing Date Net Working Capital"”), (ii) in substantially the form aggregate principal amount of all Funded Debt of the Statement Company and its Subsidiaries as of Net Working Capitalthe close of business on the Closing Date, each determined without giving effect to the consummation of which shall be reasonably acceptable to Acquiror. The the Merger or the financing transactions in connection therewith (the “Estimated Closing Date Net Working Capital shall be determined in accordance with GAAP using the same accounting methodsFunded Debt”), policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Interim Balance Sheet, and which shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of be less than the transactions contemplated hereby other than aggregate Funded Debt outstanding under the Credit Agreement, as set forth in the footnotes Payoff Letter, the Funded Debt of the Company under the Senior Subordinated Notes (including the Debt Tender Premium), and the Company’s good faith estimate of any other Funded Debt outstanding on Exhibit D attached heretothe Closing Date, in each case as of the Closing Date, (iii) a calculation of the Cash and Cash Equivalents of the Company as of the Closing Date and (iv) the Closing Date Cash (the “Estimated Closing Date Cash”), it being understood that such estimates shall be made without giving effect to the consummation of the Merger or the financing transactions in connection therewith and the payments made pursuant to Section 2.5. (b) The "“Estimated Adjustment Amount," ” which may be positive or negative, means shall mean (i) the sum of (x) the Estimated Closing Date Net Working Capital plus (y) the Transaction Tax Benefit AmountCapital, minus (ii) the amount of the Target Working Capital$192,000,000. For purposes of the Closing (and the payments to be made pursuant to Section 2.5 at the Closing), if If the Estimated Adjustment Amount is a positive number, then the Aggregate Enterprise Value will Merger Consideration shall be increased on the Closing Date by the Estimated Adjustment Amount, or and if the Estimated Adjustment Amount is a negative number, the Aggregate Enterprise Value will Merger Consideration shall be decreased on the Closing Date by the absolute value of the Estimated Adjustment Amount.