Common use of Estimated Adjustments Clause in Contracts

Estimated Adjustments. Not later than ten (10) Business Days before the Closing Date, Sellers shall deliver to Purchaser a written statement (the “Pre-Closing Statement”) setting forth Sellers’ good faith estimate of (A) the Closing Date Distribution Amount (the “Estimated Distribution Amount”), (B) the Specified Receivable; (C) the Ticking Fee, (D) the Permitted Distribution Amount, (E) the Portfolio Management Fee, (F) the Credit Support Fee, (G) the Conetoe II Utility Outage Adjustment, (H) the Subsequent Inventory Amount, (I) D&O Tail Policy Fee and the resulting calculation of the Estimated Purchase Price based on the foregoing. No later than three (3) Business Days before the Closing Date, Sellers shall deliver to Purchaser an updated Pre-Closing Statement updated to set forth (i) the portion of the Estimated Purchase Price payable to each Seller pursuant to Section 2.2 and (ii) with respect to each Seller: (x) the total number of Units of each Company Entity beneficially owned by such Seller as of immediately prior to Closing and (y) wire or other payment instructions for all cash amounts to be paid by Purchaser (including to such Seller) at Closing pursuant to the terms of this Agreement. The Pre-Closing Statement shall be accompanied by reasonable supporting documentation, and Sellers shall consider in good faith any revisions requested in writing by Purchaser to the Pre-Closing Statement, and any such revisions to which Sellers agree in writing shall be deemed incorporated into the Pre-Closing Statement; provided, however, that if Sellers do not agree in writing to any revisions prior to three (3) Business Days prior to the Closing Date, then the Pre-Closing Statement (as modified to reflect only those revisions agreed by Sellers in writing prior to such date pursuant this Section 2.4(a)) shall be used to determine the Estimated Purchase Price pursuant to Section 2.2, without prejudice to Purchaser’s rights under Section 2.4.

Estimated Adjustments. Not later than ten (10) Business Days before the Closing Date, Sellers shall deliver to Purchaser Purchasers a written statement (the “Pre-Closing Statement”) setting forth Sellers’ good faith estimate of (A) the Closing Date Distribution Amount (the “Estimated Distribution Amount”), (B) the Specified Receivable; (C) the Ticking Fee, (DC) the Permitted Distribution Amount, (ED) the Portfolio Management Fee, (FE) the Credit Support Fee, (GF) the Conetoe II Utility Outage Casualty Event Adjustment, (H) the Subsequent Inventory Amount, (I) D&O Tail Policy Fee and the resulting calculation of the Estimated Purchase Price based on the foregoing. No later than three (3) Business Days before the Closing Date, Sellers shall deliver to Purchaser Purchasers an updated Pre-Closing Statement updated to set forth (i) the portion of the Estimated Purchase Price payable to each Seller pursuant to Section 2.2 and (ii) with respect to each Seller: (x) the total number of Units of each Company Entity beneficially owned by such Seller as of immediately prior to Closing and (y) wire or other payment instructions for all cash amounts to be paid by Purchaser Purchasers (including to such Seller) at Closing pursuant to the terms of this Agreement. The Pre-Closing Statement shall be accompanied by reasonable supporting documentation, and Sellers shall consider in good faith any revisions requested in writing by Purchaser Purchasers to the Pre-Closing Statement, and any such revisions to which Sellers agree in writing shall be deemed incorporated into the Pre-Closing Statement; provided, however, that if Sellers do not agree in writing to any revisions prior to three (3) Business Days prior to the Closing Date, then the Pre-Closing Statement (as modified to reflect only those revisions agreed by Sellers in writing prior to such date pursuant this Section 2.4(a)) shall be used to determine the Estimated Purchase Price pursuant to Section 2.2, without prejudice to Purchaser’s Purchasers’ rights under Section 2.4.

Estimated Adjustments. Not later than ten (10) Business Days before the Closing Date, Sellers shall deliver to Purchaser a written statement (the “Pre-Closing Statement”) setting forth Sellers’ good faith estimate of (A) the Closing Date Distribution Amount (the “Estimated Distribution Amount”), (B) the Specified Receivable; (C) the Ticking Fee, (D) the Permitted Distribution Amount, (E) the Portfolio Management Fee, (F) the Credit Support Fee, (G) the Conetoe II Utility Outage Adjustment, (H) the Subsequent Inventory Amount, (I) D&O Tail Policy Fee and the resulting calculation of the Estimated Purchase Price based on the foregoing. No later than three (3) Business Days before the Closing Date, Sellers shall deliver to Purchaser an updated Pre-Closing Statement updated to set forth (i) the portion of the Estimated Purchase Price payable to each Seller pursuant to Section 2.2 and Not more than ten Business Days nor less than five (ii) with respect to each Seller: (x) the total number of Units of each Company Entity beneficially owned by such Seller as of immediately prior to Closing and (y) wire or other payment instructions for all cash amounts to be paid by Purchaser (including to such Seller) at Closing pursuant to the terms of this Agreement. The Pre-Closing Statement shall be accompanied by reasonable supporting documentation, and Sellers shall consider in good faith any revisions requested in writing by Purchaser to the Pre-Closing Statement, and any such revisions to which Sellers agree in writing shall be deemed incorporated into the Pre-Closing Statement; provided, however, that if Sellers do not agree in writing to any revisions prior to three (35) Business Days prior to the Closing Date, then Seller shall deliver to Buyer a certificate of an authorized officer setting forth Seller's good faith estimate, as of the Pre-Closing Statement (as modified to reflect only those revisions agreed by Sellers in writing close of business on the last day of the month immediately prior to such date pursuant this Section 2.4(athe Closing Date, of (A) LIG Net Working Capital ("Estimated LIG Net Working Capital"), (B) shall be used LIG Inventory ("Estimated LIG Inventory") and (C) Exchange Imbalances ("Estimated Exchange Imbalances"). The amount payable to determine Buyer at the Estimated Purchase Price Closing pursuant to Section 2.22.1 shall be increased or decreased by the amount of the Estimated Initial Purchase Price Adjustment. (ii) The purchase price payable at Closing will be reduced if a Casualty Loss occurs with respect to any of the assets or properties of the LIG Companies between the date hereof and the Closing Date by the amount of the Value Impact if it is less than $25,000,000. The Seller shall notify the Buyer of the occurrence of a Casualty Loss as soon as practicable and in any event within two (2) Business Days of the event or occurrence. Regardless of whether Seller elects to cure any Casualty Loss, without prejudice if any insurance is in effect that does or could be expected to Purchaser’s rights under cover all or any part of such Casualty Loss, Seller will file a claim and diligently pursue recovery thereunder. Seller may cure any such Casualty Loss by repairing it, or in the case of personal property or fixtures, replacing the assets or properties affected with equivalent items; provided if Seller is curing such Casualty Loss after the Closing Date, Seller will use its reasonable best efforts not to interrupt the business or operations of the LIG Companies. Following notice of the Casualty Loss, in the event Seller notifies Buyer in writing that it will not undertake the repair of the Casualty Loss (such notice to be provided within ten (10) Business Days of the event) or upon written notice from Buyer or Seller if Seller does not adequately cure any Casualty Loss that it elected to cure, the parties will promptly meet and attempt to agree upon the Value Impact reasonably expected. If the Buyer and Sellers cannot agree on the Value Impact of the Casualty Loss within ten (10) Business Days (or such other period as the Buyer and Sellers agree) of Buyer receiving notice of the Casualty Loss, then the Neutral Auditor (which shall be required to employ appraisers knowledgeable on the subject matter of the Casualty Loss to assist in determining the Value Impact) shall determine the Value Impact within fifteen (15) Business Days of receiving such notice. Seller shall provide the Neutral Auditor with such details of the Casualty Loss as the Neutral Auditor may reasonably require. All fees and expenses relating to the work, if any, to be performed by the Neutral Auditor shall be borne 50% by Seller and 50% by Buyer. Except as provided in the preceding sentence, all other costs and expenses incurred by the parties in connection with resolving any dispute hereunder before the Neutral Auditor shall be borne by the party incurring such cost and expense. The parties shall instruct the Neutral Auditor to render its reasoned written decision as soon as practicable but no later than forty-five (45) days after its engagement. The Neutral Auditor's decision shall be set forth on a written statement delivered to Seller and Buyer and shall be final, binding, conclusive and non-appealable for all purposes hereunder. The purchase price payable pursuant to Section 2.42.1 shall then be adjusted in accordance with the determination made in accordance with this Section 2.2(a)(ii).