Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. (a) No later than two (2) Business Days prior to each Closing Date, the applicable Ceding Company shall deliver to the Reinsurer a statement (each, an “Estimated Closing Statement”) setting forth: (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect to the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect to the applicable Closing for all purposes hereunder.

Estimated Closing Statement. (a) No Not later than two (2) fourth Business Days prior to each the Closing Date, the applicable Ceding Company Seller Parent shall deliver to Buyer Parent a written schedule (the Reinsurer a statement (each, an “Estimated Closing Statement”) setting forth: (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurerforth in reasonable detail Seller Parent’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5i) the applicable estimated Initial Trust Account Required Balance Company Cash (the “Estimated Initial Trust Account Required BalanceCompany Cash”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith Working Capital (together with the Transferred Cash Value, the “Estimated Transferred Asset ValueCompany Working Capital”); and , (iii) an estimated amortization schedule for the applicable Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction IMR Amount, with Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Companyestimates. (b) Each The Estimated Closing Statement (and each component thereof) will shall be prepared in based on management’s good faith as estimates and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement“Company Working Capital Illustration”). During the period between Upon the delivery of the applicable Estimated Closing Statement Statement, to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the applicable Closing, the applicable Ceding Estimated Company Transaction Expenses and the Reinsurer shall cooperate and seek in good faith Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect to shall delay the applicable Closing; provided, however, that if which shall occur using the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then amounts set forth in the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect to the applicable Closing for all purposes hereunderunless otherwise expressly agreed.

Estimated Closing Statement. (a) No later than two (2) At least five Business Days prior to each the Closing Date, the applicable Ceding Company shall Sellers will deliver to Buyer: (i) an unaudited, combined balance sheet of the Reinsurer Acquired Entities as of the Effective Time (the “Estimated Closing Balance Sheet”) and (ii) a statement (each, an the “Estimated Closing Statement”) setting forth: (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the applicable Quota Share out their good faith estimate of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement amount of (A) Cash as of the Effective Time, (2B) Indebtedness as of immediately prior to the Closing (“Estimated Indebtedness”), (C) Target Transaction Expenses as of immediately prior to the Closing (“Estimated Target Transaction Expenses”) and (D) Net Working Capital as of the Effective Time, together with their resulting calculation of the estimated Initial Premium Purchase Price (the “Estimated Initial PremiumPurchase Price”), (3) . The Estimated Closing Statement will be prepared on a combined basis and in a manner consistent with the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate definitions of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) terms Cash, Indebtedness, Target Transaction Expenses and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value Net Working Capital and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding CompanyAgreed Accounting Principles. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between the Following Sellers’ delivery of the applicable Estimated Closing Balance Sheet and Estimated Closing Statement and until the applicable Closing, the applicable Ceding Company Sellers will, and will cause the Acquired Entities to, reasonably assist Buyer and its Representatives in the review of the Estimated Closing Balance Sheet and Estimated Closing Statement and provide Buyer and its Representatives with reasonable access to the books, records (including work papers, schedules, memoranda and other documents), supporting data and employees of the Acquired Entities and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes Sellers who were involved in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company Balance Sheet and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect of their review. The Sellers shall consider in good faith any reasonable comments delivered by Buyer at least three Business Days prior to the applicable ClosingClosing Date in respect of such Estimated Closing Balance Sheet and Estimated Closing Statement; provided, however, that if the applicable Ceding Company Buyer and the Reinsurer do not reach agreement with respect Sellers are unable to agree on any such corrections during such period for any reasonamendments to the Estimated Closing Balance Sheet or Estimated Closing Statement prior to the Closing, then the Estimated Closing Balance Sheet and Estimated Closing Statement delivered by the applicable Ceding Company Sellers to Buyer shall not be the Estimated Closing Statement with respect to the applicable Closing for all purposes hereunderamended.

Estimated Closing Statement. (a) No The Company shall deliver to Parent, no later than two three (23) Business Days prior to each Closing Datethe Closing, the applicable Ceding Company shall deliver to the Reinsurer a statement (each, an the “Estimated Closing Statement”) setting forth: forth good faith estimates of (i) with respect to each Reinsurance Agreement: the Working Capital and Estimated Working Capital Adjustment, (1ii) an estimated statement the Indebtedness of net settlement with respect the Company on the Closing Date but immediately prior to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium Closing (the “Estimated Initial PremiumClosing Date Indebtedness”), (3iii) the applicable estimated Ceding Commission and (4) Cash Equivalents on hand at the applicable estimated Initial Aggregate Required Balance Company on the Closing Date but immediately prior to the Closing (the “Closing Date Cash”), (iv) the Company Transaction Expenses, (v) the Estimated Initial Aggregate Required Balance”Balance Sheet and (vi) the Estimated Total Cash Equity Price. For the avoidance of doubt, these estimates (provided; thatand the calculations resulting therefrom) shall take into account, (x) in the case of and as a reduction to Closing Date Cash, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate payment in cash of the applicable Estimated Initial Aggregate Required Balance Company Transaction Expenses and the Management Retention Bonuses, at least four (4) Business Days or prior to each Closing Date) Closing, as contemplated by Section 2.8 and (5y) in the applicable estimated Initial Trust Account Required Balance (case of the Working Capital, an accrual for the aggregate Pro-Rata Bonuses to be paid by the Surviving Corporation after the Closing in accordance with Section 2.8. The estimates of Working Capital, Closing Date Indebtedness and Closing Date Cash provided in the Estimated Closing Statement are referred to herein as the “Estimated Initial Trust Account Required BalanceWorking Capital”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset ValueClosing Date Indebtedness” and the “Estimated Closing Date Cash”); and , respectively. The Company shall also deliver to Parent (iii1) an estimated amortization schedule for its calculations of the applicable Transaction IMR Amount, with such amortization schedule prepared following (each determined in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith definitions thereof as of the applicable Effective TimeClosing and based on the Estimated Total Cash Equity Price): Common Merger Consideration, Common Per-Share Merger Consideration, Fully-Diluted Common Stock, Merger Consideration, Option In-the Money Amount, Common Warrant In-the-Money Amount, Series B Warrant In-the-Money Amount, Series C Warrant In-the-Money Amount, Series C-1 Warrant In-the-Money Amount, Series A Preferred Per-Share Merger Consideration, Series B Preferred Per-Share Merger Consideration, Series C Preferred Per-Share Merger Consideration, Series C-1 Preferred Per-Share Merger Consideration, Total Common Merger Consideration, Total Series A Preferred Merger Consideration, Total Series A Preferred Merger Preference, Total Series B Preferred Merger Consideration, Total Series B Preferred Merger Preference, Total Series C Preferred Merger Consideration, Total Series C Preferred Merger Preference, Total Series C-1 Preferred Merger Consideration and Total Series C-1 Preferred Merger Preference and (2) a detailed schedule setting forth (A) the name of each Equityholder, (B) the number of shares of Common Stock, Preferred Stock, Options and Warrants held by each such Equityholder, and each Estimated Closing Statement will be in (C) based on the same format as calculations described above, the Reference Net Settlement Statement. During the period between the delivery portion of the applicable Estimated Closing Statement Merger Consideration, Option Payments and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek in good faith Warrant Payments to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to be received by each such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect to the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect to the applicable Closing for all purposes hereunderEquityholder.

Estimated Closing Statement. (a) No Not later than two the fifth (25th) Business Days Day prior to each the Closing Date, SD Seller (on behalf of the applicable Ceding Sellers and the Company Group) shall prepare and deliver to Buyer (x) an estimated closing statement, with reasonably supporting detail and in the Reinsurer a statement form attached hereto as Exhibit B (each, an the “Estimated Closing Statement”) ), executed by an officer of Satcom Direct setting forth: (i) with respect to each Reinsurance Agreement: (1) an forth the Sellers’ and the Company Group’s reasonable and good faith estimated statement of net settlement with respect to the applicable Quota Share calculation of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium Closing Date Cash Consideration (the “Estimated Initial PremiumClosing Date Cash Consideration”) and the following components thereof: (i) Net Working Capital (the “Estimated Net Working Capital”), (3ii) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Closing Cash Balance (the “Estimated Initial Aggregate Required Closing Cash Balance”), (iii) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance Group Debt (the “Estimated Initial Trust Account Required BalanceCompany Group Debt”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (iiiv) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith Selling Expenses (together with the Transferred Cash Value, the “Estimated Transferred Asset ValueSelling Expenses”); and , (iiiv) an estimated amortization schedule the Closing Company Group Bonus Payments (the “Estimated Closing Company Group Bonus Payments”), and (vi) based on the estimates set forth in clauses (i) through (v), with respect to each Seller, the Pro Rata Share of the Estimated Closing Date Cash Consideration such Seller will receive at Closing (for the applicable Transaction IMR Amountavoidance of doubt, with such amortization schedule the sum of each Seller’s Pro Rata Share of the Estimated Closing Date Cash Consideration shall not exceed the Estimated Closing Date Cash Consideration in the aggregate) and (y) the Payment Information, as set forth in the Payment Spreadsheet. The Estimated Closing Statement is to be (a) prepared in accordance with SAP applicable to the applicable Ceding Company. principles set forth on Exhibit D (the “Accounting Principles”), and (b) Each Estimated Closing Statement based on Sellers’ and the Company Group’s books and records and other information available at the time. SD Seller (on behalf of the other Sellers and each component thereofthe Company Group) will be prepared shall consider in good faith as any reasonable comments that Buyer may have in respect of the applicable Estimated Closing Statement. From the Effective TimeTime until the Closing, the Parent Companies shall not, and each Estimated Closing Statement will be shall not permit any of their respective Subsidiaries to, make any dividend or distributions of Cash or incur any Company Group Debt or Selling Expenses (other than incurrences of obligations due to the passage of time in the same format Ordinary Course of Business, such as accrued interest), or use any Cash to pay or repay amounts that would constitute Closing Company Group Bonus Payments, Selling Expenses or Company Group Debt except in each case, to the Reference Net Settlement Statement. During extent set forth in the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes reflected in the preparation ofcalculation of Estimated Closing Date Cash Consideration therein, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions changes between the applicable Ceding Company and the Reinsurer shall thereafter be deemed Effective Time that are set forth in the Estimated Closing Statement for all purposes hereunder with respect to and so reflected in the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then the calculation of Estimated Closing Statement delivered by the applicable Ceding Company Date Cash Consideration shall be included in the Estimated calculation of Final Closing Statement with respect to the Date Cash Consideration (as applicable) and any applicable Closing for all purposes hereundercomponent thereof.

Estimated Closing Statement. Not less than five (a) No later than two (25) Business Days prior to each the Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Acquiror (a) a written statement (each, an “Estimated Closing Statement”) setting forth: forth (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the ReinsurerCompany’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4A) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance Date Net Working Capital (the “Estimated Initial Trust Account Required BalanceNet Working Capital”), in each case calculated utilizing (B) Closing Date Funded Debt (“Estimated Funded Debt”), (C) Closing Date Cash (the Initial Premium Roll-Forward Model to “Estimated Cash”), and (D) Closing Date Outstanding Company Expenses (the extent applicable; “Estimated Outstanding Company Expenses”) and (ii) the Company’s good faith calculation of (A) the Estimated Net Working Capital Adjustment Amount and (B) based on the foregoing and the 2023 EBITDA Adjustment Amount, the Estimated Merger Consideration, (b) a list schedule setting forth the Fair Market Value and Statutory Book Value of Outstanding Company Expenses and, if payable, or to be paid, on the applicable Transferred Assets as of the applicable Closing Date, estimated by wire instructions therefor and (c) substantially final drafts of the applicable Ceding Company in good faith (together with Payoff Letters. The Estimated Closing Statement, and the Transferred Cash Valuecomponents thereof, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule shall be prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated definitions of Closing Statement (Date Net Working Capital, Closing Date Funded Debt, Closing Date Cash and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement Date Outstanding Company Expenses and the applicable Closing, Agreed Principles. From the applicable Ceding Company and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed date the Estimated Closing Statement for all purposes hereunder with respect is delivered until one (1) Business Day prior to the applicable Closing; providedClosing Date, however, that if the applicable Ceding Company shall provide Acquiror and its representatives reasonable access to the books and records of the Company and its Subsidiaries and the Reinsurer do not reach agreement with respect personnel of the Company and its Subsidiaries that prepared the Estimated Closing Statement, in each case, which Acquiror reasonably requests for the purpose of reviewing the Estimated Closing Statement. Acquiror shall be entitled to any such corrections during such period for any reason, then request reasonable changes to the Estimated Closing Statement delivered by after receipt thereof and the applicable Ceding Company shall be consider in good faith any such comments or changes Acquiror so proposes; provided that the Company shall have no obligation to make any such changes and in no event shall any review of the Estimated Closing Statement with respect to by Acquiror, or any dispute relating thereto, delay or prevent the applicable Closing for all purposes hereunderClosing.

Estimated Closing Statement. (a) No Not later than five (5) Business Days prior to the Closing Date, Seller shall prepare or cause to be prepared in good faith and deliver to Buyer the following documents: (i) An estimated balance sheet of the Company (the “Estimated Closing Balance Sheet”) as of the Effective Time, together with a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail Seller’s good faith estimates of the Closing Indebtedness (“Estimated Closing Indebtedness”), Transaction Expenses, Closing Cash, Working Capital, and resulting calculations of the Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”) and the Estimated Closing Payment, in each case as of the Effective Time as derived from the Estimated Closing Balance Sheet. If the Estimated Net Working Capital Adjustment is a positive number, such number shall be referred to herein as the “Estimated NWC Surplus”, and if the Estimated Net Working Capital Adjustment is a negative number or zero (0), the absolute value of such amount shall be referred to herein as the “Estimated NWC Deficit.” Exhibit I sets forth, for illustrative purposes only, a calculation of the Indebtedness, Transaction Expenses, Cash, Working Capital, and the resulting calculation of the Net Working Capital Adjustment, as of September 30, 2020 (the “Sample Closing Statement”), prepared and calculated in accordance with GAAP. The Estimated Closing Statement (including the amounts of Estimated Closing Indebtedness, Transaction Expenses, Closing Cash, Working Capital and resulting Estimated Net Working Capital Adjustment set forth therein) shall be in the format set forth in the Sample Closing Statement, and the Estimated Closing Balance Sheet and the Estimated Closing Statement shall be prepared and calculated in good faith by Seller in accordance with GAAP, in each case unless otherwise agreed by Seller and Buyer. Until two (2) Business Days prior to each the Closing Date, the applicable Ceding Company shall deliver Buyer may propose, and Seller will consider in good faith but is under no obligation to agree to, revisions to the Reinsurer a statement (each, an “Estimated Closing Balance Sheet and the Estimated Closing Statement”) setting forth: (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect to the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect Unless Seller agrees to any such corrections during such period for any reasonchanges, then the Estimated Closing Statement delivered by the applicable Ceding Company Seller shall be used for purposes of calculating the Estimated Closing Statement Net Working Capital Adjustment. (ii) A flow of funds memorandum (the “Flow of Funds Memorandum”) containing (x) the accounts and wire instructions for (A) Seller, (B) all intended recipients of payments and applicable amounts with respect to the Estimated Closing Indebtedness and (C) all intended recipients of payments and applicable amounts with respect to the estimated Transaction Expenses, and (y) an acknowledgement and agreement, duly executed by Seller, that the Funds Flow Memorandum sets forth a true and correct calculation of the amounts set forth therein (or a good faith estimate, in the case of the Estimated Closing for all purposes hereunderIndebtedness and estimated Transaction Expenses).

Estimated Closing Statement. (a) No Not later than two five (25) Business Days prior to each the Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Parent a statement certified by the Company’s chief executive officer (each, an the “Company Estimated Closing Statement”) setting forth: forth (ia) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the applicable Quota Share a good faith calculation of the Reinsured Liabilities ceded pursuant to Company’s estimate of the applicable Reinsurance Agreement Company Closing Cash as of the Effective Reference Time, along with reasonably detailed calculations thereof. (2b) the estimated Initial Premium (the “Estimated Initial Premium”), Not later than three (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each the Closing Date) and (5) , Parent shall deliver to the applicable estimated Initial Trust Account Required Balance Company a statement certified by ▇▇▇▇▇▇’s chief executive officer (the “Parent Estimated Initial Trust Account Required BalanceClosing Statement”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; ) setting forth (iia) a list setting forth the Fair Market Value and Statutory Book Value good faith calculation of Parent’s estimate of the applicable Transferred Assets Closing Indebtedness as of the applicable Closing DateReference Time, estimated by the applicable Ceding Company in good faith (together along with the Transferred Cash Valuereasonably detailed calculations thereof, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each a good faith calculation of Parent’s estimate of the Closing Cash as of the Reference Time, along with reasonably detailed calculations thereof, and (c) the resulting estimated Merger Consideration to be issued by Parent at the Closing using the Exchange Ratio, based on such estimates of Closing Indebtedness and Closing Cash and the Company’s estimate of Company Closing Cash set forth in the Company Estimated Closing Statement, which Parent Estimated Closing Statement (shall be subject to the review and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each reasonable approval by the Company. Promptly after delivering the Parent Estimated Closing Statement to the Company, Parent will be in meet with the same format as Company to review and discuss the Reference Net Settlement Statement. During the period between the delivery of the applicable Parent Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek Parent will consider in good faith the Company’s comments to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Parent Estimated Closing Statement and, if applicable, and make any appropriate adjustments to the applicable Parent Estimated Closing Statement prior to the Closing, as revised pursuant to such discussions between the applicable Ceding Company mutually approved by Parent and the Reinsurer Company both acting reasonably and in good faith, which adjusted Parent Estimated Closing Statement shall thereafter be deemed become the Parent Estimated Closing Statement for all purposes hereunder of this Agreement. The Parent Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with U.S. GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. The Parent Estimated Closing Statement will also include with respect to Closing Indebtedness the applicable Closing; providedamount owed to each creditor of Parent and, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reasonClosing Indebtedness that the Company and Parent agree to satisfy at the Closing, then the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement payment instructions, together with respect payoff and lien release letters from ▇▇▇▇▇▇’s creditors in form and substance reasonably acceptable to the applicable Closing for all purposes hereunderCompany.

Estimated Closing Statement. (a) No later Not fewer than two (2) five Business Days prior to each the anticipated Closing Date, the applicable Ceding Company shall will deliver to Buyer a written certificate provided by the Reinsurer a statement Executive Vice President, Finance of the Company (each, an the “Estimated Closing Statement”) setting forth: (ia) with respect a schedule (the “Funded Debt Payment Schedule”) setting forth the amount necessary to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to fully discharge the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement Funded Debt outstanding as of immediately prior to the Effective Time, together with wire transfer instructions for each Person listed on the Funded Debt Payment Schedule; (2b) the estimated Initial Premium a schedule (the “Estimated Initial PremiumCash and Cash Equivalents Schedule”) setting forth the Cash and Cash Equivalents as of the end of the immediately preceding Business Day (accompanied by documentation reasonably substantiating such amount), ; (3c) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance a schedule (the “Estimated Initial Aggregate Required BalanceTransaction Expense Payment Schedule”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value amount of the applicable Transferred Assets Company Transaction Expenses as of immediately prior to the applicable Closing DateEffective Time, estimated by the applicable Ceding Company in good faith (together with wire transfer instructions for each Person listed on the Transferred Cash Value, the “Estimated Transferred Asset Value”)Transaction Expense Payment Schedule; and (iiid) an estimated amortization a schedule (the “Closing Payments Schedule”) setting forth the Closing Merger Consideration, the Per Share Merger Consideration, the amounts to be paid at the Effective Time to each Person entitled to receive a payment pursuant to Section 1.8(a) and the net amount each such Person will receive after repayment of any loans for which such Person’s Company Common Shares are pledged as collateral (the applicable “Net Amount”), which will be updated after the close of business on the Business Day immediately preceding the Closing Date to reflect any change in the amount of the Funded Debt, the Cash and Cash Equivalents and/or Company Transaction IMR AmountExpenses as of the close of business on the Business Day immediately preceding the Closing Date from the amounts set forth in the Funded Debt Payment Schedule, with such amortization schedule prepared in accordance with SAP applicable to Cash and Cash Equivalents Schedule and/or the applicable Ceding CompanyTransaction Expense Payment Schedule. (be) Each Estimated Closing Statement (The Parties agree that Buyer and each component thereof) Merger Sub will be prepared in good faith as of entitled to (i) review and make reasonable objections to the applicable Effective Time, matters and each Estimated Closing Statement will be amounts set forth in the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closingupdate thereto contemplated by Section 2.1(d) and (ii) rely on the Closing Statement, as so updated, in making payments under Article II, and Buyer and Merger Sub will not be responsible for the applicable Ceding calculations or the determinations of the Company and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes regarding such calculations in the preparation ofClosing Statement, including any update. The Company will cooperate, and will cause its Subsidiaries to cooperate, with Buyer and Merger Sub in the review of the Closing Statement, including any inaccuracies of any items reflected inupdate, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Company’s response to a Closing Statement as revised pursuant to such discussions between the applicable Ceding Company objection, including providing Buyer and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder Merger Sub and its representatives with respect reasonable access during normal business hours to the applicable Closing; providedrelevant books, however, that if records and finance employees of the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect to the applicable Closing for all purposes hereunderforegoing.

Estimated Closing Statement. At least six (a6) No later Business Days prior to the expected Closing Date (and in any event not more than ten (10) Business Days prior to the actual Closing Date), Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) consisting of its good faith calculation in reasonable detail of the Estimated Adjustment Amount, including the estimated Closing Cash (the “Estimated Cash”), the estimated Closing Indebtedness (the “Estimated Indebtedness”), the estimated Closing Working Capital (the “Estimated Closing Working Capital”), the estimated Unpaid Seller’s Expenses (the “Estimated Unpaid Seller’s Expenses”), and the Estimated Purchase Price based thereon. The Estimated Closing Statement shall be signed by a duly authorized officer of Seller, prepared in good faith and in accordance with the Accounting Principles set forth in Exhibit C and in the form of the illustrative calculation set forth in Exhibit D. Seller shall provide to Purchaser and its Representatives such access to the books and records of the Business and to any other information, including such access to the employees of the Transferred Companies and work papers of Seller’s accountants (subject to Purchaser entering into, and such accountants agreeing to, a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants), as Purchaser shall reasonably request in connection with Purchaser’s review of the Estimated Closing Statement and preparation of the Closing Statement. Purchaser may object to the amounts contained in the Estimated Closing Statement within two (2) Business Days prior to each Closing Date, the applicable Ceding Company shall deliver to the Reinsurer a statement (each, an “Estimated Closing Statement”) setting forth: (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between after the delivery of the applicable Estimated Closing Statement to Purchaser. Seller shall in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer Parties shall cooperate and seek in good faith to correct any errors or mistakes in the preparation ofresolve such objections, and make any inaccuracies of any items reflected in, necessary revisions to the applicable Estimated Closing Statement. The Parties shall agree on a final Estimated Closing Statement and, if applicable, containing the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company Adjustment Amount (and components thereof) and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect Purchase Price based thereon no later than one (1) Business Day prior to the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect to the applicable Closing for all purposes hereunderDate.

Estimated Closing Statement. At least five (a) No later than two (25) Business Days prior to each the Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Parent a statement prepared on a consistent basis with the Sample Working Capital Statement and that is reasonably acceptable to Parent (each, an the “Estimated Closing Statement”) setting forth: (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to forth in reasonable detail the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the ReinsurerCompany’s good faith estimate of Closing Working Capital and the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”)Working Capital Adjustment Amount, in each case calculated utilizing including all components thereof, Closing Cash, the Initial Premium RollClosing Cash Adjustment Amount and Pre-Forward Model to the extent applicable; Closing Taxes (ii) a list setting forth the Fair Market Value and Statutory Book Value other than Taxes that are solely Liabilities of Restructuring Sub or any of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith Remainderco Subsidiaries) (together with the Transferred Cash Valuesuch estimates, the “Estimated Transferred Asset Value”Closing Working Capital,” “Estimated Closing Working Capital Adjustment Amount,” “Estimated Closing Cash,” “Estimated Closing Cash Adjustment Amount,” and “Estimated Pre-Closing Taxes,” respectively); and (iii) an estimated amortization schedule , accompanied by reasonably detailed back-up documentation for such calculations. The Company shall prepare the applicable Transaction IMR Amount, with such amortization schedule prepared Estimated Closing Statement in accordance with SAP applicable GAAP as consistently applied by the Company for pre-Closing periods and, to the applicable Ceding Company. (b) Each Estimated Closing Statement (extent consistent with GAAP, using the same accounting principles, practices, procedures, policies and each component thereof) will be prepared methods, with consistent classifications, judgments, inclusions, exclusions and valuation and estimation methodologies that were employed in good faith as the preparation of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Sample Working Capital Statement. During The Company shall make available to Parent and its Representatives the period between work papers (subject to the delivery execution of customary work paper access letters, if requested) and other books and records used in preparing the applicable Estimated Closing Statement and reasonable access to employees of the applicable ClosingCompany as Parent may reasonably request in connection with its review Table of Contents of such statements, the applicable Ceding Company and the Reinsurer shall will otherwise cooperate and seek in good faith to correct with Parent’s and its Representatives review of such statements and shall take into consideration in good faith any errors or mistakes in the preparation of, and any inaccuracies comments of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed Parent on the Estimated Closing Statement for all purposes hereunder with respect Statement, as applicable. Notwithstanding the foregoing, in no event will any of Parent’s rights be considered waived, impaired or otherwise limited as a result of Parent not making an objection prior to the applicable Closing; provided, however, Closing or its making an objection that if the applicable Ceding Company and the Reinsurer do is not reach agreement with respect to any such corrections during such period for any reason, then the fully implemented in a revised Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect to the applicable Closing for all purposes hereunderStatement, as applicable.

Estimated Closing Statement. Not less than five (a) No later than two (25) Business Days prior to each the Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Acquiror a written statement (each, an “Estimated Closing Statement”) setting forth: (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to forth the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the ReinsurerCompany’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5a) the applicable estimated Initial Trust Account Required Closing Balance Sheet (the “Estimated Initial Trust Account Required BalanceClosing Balance Sheet”) and (b) (i) Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (ii) Closing Date Funded Debt (“Estimated Closing Date Funded Debt”), (iii) Closing Date Cash (the “Estimated Closing Date Cash”), (iv) Closing Date Outstanding Company Expenses (the “Estimated Closing Date Outstanding Company Expenses”) and (v) the Net Working Capital Adjustment Amount (the “Estimated Net Working Capital Adjustment Amount”), in each case case, together with reasonable backup documentation and supporting detail (including, for the avoidance of doubt, a schedule setting forth a list of the Funded Debt in the Estimated Closing Date Funded Debt and the Outstanding Company Expenses in the Estimated Closing Date Outstanding Company Expenses (including invoices for the payees thereto or other documentation in form reasonably satisfactory to Acquiror) and an itemization and reasonable detail concerning the line items within the Estimated Closing Date Net Working Capital). The Estimated Closing Statement shall also set forth the Company’s good faith calculation of the Merger Consideration payable to each Holder as of the Closing Date in accordance with the Payment Allocation Schedule. The Estimated Closing Balance Sheet shall be prepared, and the Estimated Closing Date Net Working Capital, Estimated Closing Date Funded Debt, Estimated Closing Date Cash and Estimated Closing Date Outstanding Company Expenses shall be calculated utilizing (A) in accordance with the Initial Premium Roll-Forward Model Accounting Principles and the definitions contained herein, provided, however, to the extent applicable; there is a conflict between the Accounting Principles and the definitions contained herein, the definitions shall prevail and (iiB) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with based on the Transferred Cash ValueAcquired Companies’ books and records and other readily available information, including the “Estimated Transferred Asset Value”inventory valuations under Section 3.4(a); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between Following the delivery of the applicable Estimated Closing Statement, during normal business hours and upon reasonable advance notice, the Company shall (x) provide Acquiror and its Representatives reasonable access to all workpapers (subject to the execution of customary workpaper access letters, if requested) and other books and records to the extent utilized by Company or its Representatives in the preparation of the Estimated Closing Statement and (y) use reasonable efforts to make available to Acquiror and its Representatives those of its Representatives involved in the applicable Closingpreparation of the Estimated Closing Statement. Prior to the Closing Date, the applicable Ceding Company and the Reinsurer shall cooperate and seek promptly consider in good faith any comments of Acquiror to correct any errors or mistakes in the preparation ofEstimated Closing Statement, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement andshall be updated to reflect any changes thereto mutually agreed to by the parties; provided, that if applicableno such mutual agreement is obtained, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect to the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then the Estimated Closing Statement delivered by the applicable Ceding Company shall be used for purposes of the Estimated Closing Statement with respect Closing. For the avoidance of doubt, any failure by Acquiror to the applicable Closing for all purposes hereunderprovide any such comments shall not affect, modify or otherwise prejudice in any way Acquiror’s rights and remedies under this Agreement.

Estimated Closing Statement. (a) No later than The Company shall have prepared and delivered to Acquiror two (2) Business Days prior to each the Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Date a statement (each, an “the "Estimated Closing Statement”) "), which shall take into account any reasonable comments from Acquiror that the Company shall determine in good faith are appropriate to ensure that the items set forth therein conform with the provisions of this Agreement, setting forth: forth (i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2A) the estimated Initial Premium Company's estimate of Closing Working Capital (the “"Estimated Initial Premium”Closing Working Capital"), (3B) the applicable estimated Ceding Commission and Company's estimate of Closing Cash (4the "Estimated Closing Cash"), (C) the applicable estimated Initial Aggregate Required Balance Company's estimate of Closing Indebtedness (the “"Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing DateIndebtedness") and (5D) the applicable estimated Initial Trust Account Required Balance Company's estimate of Company Transaction Expenses (the “"Estimated Initial Trust Account Required Balance”Transaction Expenses"), in each case calculated utilizing along with a certificate executed by the Initial Premium Roll-Forward Model Company's Chief Executive Officer or Chief Financial Officer (the "Closing Certificate") certifying as to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value amount of the applicable Transferred Assets as Estimated Closing Working Capital, Estimated Closing Cash, Estimated Indebtedness and Estimated Transaction Expenses. The Closing Certificate shall be accompanied by executed payoff letters from each holder of Closing Indebtedness that relates to borrowed money. The Company will prepare the applicable Estimated Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) Statement on an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared accrual basis in accordance with SAP applicable GAAP using the same accounting methods, practices, principles and policies and procedures, with consistent classifications, judgments and valuation methodologies that were used in the preparation of the Company's Financial Statements. The Company shall also make available to Acquiror all financial records, work papers, or other documentation as Acquiror may reasonably request in connection with its review of the applicable Ceding Company. (b) Each Estimated Closing Statement (Statement. Any disagreement between the Company and each component thereof) will be prepared in good faith as Acquiror regarding the accuracy of the applicable Effective Time, and each Estimated Closing Statement will not permit any Party to delay or cancel Closing and shall be in the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated resolved following Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect to the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect to the applicable Closing for all purposes hereunderSection 1.9(b).

Estimated Closing Statement. (a) No Not later than two three (23) Business Days prior to each the Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (each, an the “Estimated Closing Statement”) setting forth: forth (i) with respect to each Reinsurance Agreement: (1a) an estimated statement of net settlement with respect to the applicable Quota Share consolidated balance sheet of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement Target Companies as of the Effective Reference Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the applicable Effective TimeReference Time and along with reasonably detailed calculations, and each (c) the resulting estimated Merger Consideration and Merger Consideration Shares to be issued by Pubco at the Closing using the formula in Section 1.8 based on such estimates of Closing Net Debt, Net Working Capital and Transaction Expenses, which Estimated Closing Statement shall be subject to the review and the reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, the Company will be in meet with Purchaser to review and discuss the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek will consider in good faith Purchaser’s comments to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, and make any appropriate adjustments to the applicable Estimated Closing Statement prior to the Closing, as revised pursuant to such discussions between mutually approved by the applicable Ceding Company and the Reinsurer Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter be deemed become the Estimated Closing Statement for all purposes hereunder of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) any Closing Net Debt, the applicable Closing; providedamount owed to each creditor of any of the Target Companies and, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reasonClosing Net Debt that Purchaser and the Company agree to satisfy at the Closing, then payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) Transaction Expenses, the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect amount owed to the applicable Closing for all purposes hereundereach payee thereof and payment instructions therefor.

Estimated Closing Statement. (a) No Not later than two three (23) Business Days prior to each the Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (each, an the “Estimated Closing Statement”) setting forth: forth (i) with respect to each Reinsurance Agreement: (1a) an estimated statement of net settlement with respect to the applicable Quota Share consolidated balance sheet of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement Target Companies as of the Effective Reference Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the applicable Effective Reference Time, in reasonable detail, and each (c) the resulting estimated Exchange Consideration and Exchange Shares to be issued by Pubco at the Closing using the formula in Section 2.2(a) based on such estimates of Closing Net Debt, Net Working Capital and Transaction Expenses, which Estimated Closing Statement shall be subject to the review and the reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, upon Purchaser’s request, the Company will be in meet with Purchaser to review and discuss the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek will consider in good faith Purchaser’s comments to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, and make any appropriate adjustments to the applicable Estimated Closing Statement prior to the Closing, as revised pursuant to such discussions between mutually approved by the applicable Ceding Company and the Reinsurer Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter be deemed become the Estimated Closing Statement for all purposes hereunder of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to (i) Closing Net Debt, the applicable Closing; providedamount owed to each creditor of any of the Target Companies and, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then Closing Net Debt that Purchaser and the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect agree pursuant to the applicable Closing for all purposes hereunderterms of this Agreement to satisfy at the Closing, payment instructions, together with payoff and lien release letters from each Target Company’s creditors in form and substance reasonably acceptable to Purchaser, and (ii) with regard to Transaction Expenses, the amount owed to each payee thereof and payment instructions therefor.

Estimated Closing Statement. (a) No Not later than two five (25) Business Days prior to each the Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Purchaser a statement certified by the Company’s chief executive officer and chief financial officer (each, an the “Estimated Closing Statement”) setting forth: forth (i) with respect to each Reinsurance Agreement: (1a) an estimated statement of net settlement with respect to the applicable Quota Share consolidated balance sheet of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement Company as of the Effective Reference Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable; (ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith and in accordance with the Accounting Principles, (b) a good faith calculation of the Company’s estimate of the Closing Indebtedness and Net Working Capital, in each case, as of the applicable Effective TimeReference Time and along with reasonably detailed calculations, and each (c) the resulting estimated Merger Consideration and shares of Pubco Common Stock to be issued by Pubco at the Closing (the “Merger Consideration Shares”) using the formula in Section 1.7 based on such estimates of Closing Indebtedness and Net Working Capital, which Estimated Closing Statement shall be subject to the review and the reasonable approval by Purchaser. Promptly after delivering the Estimated Closing Statement to Purchaser, the Company will be in meet with Purchaser to review and discuss the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek will consider in good faith Purchaser’s comments to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, and make any appropriate adjustments to the applicable Estimated Closing Statement prior to the Closing, as revised pursuant to such discussions between mutually approved by the applicable Ceding Company and the Reinsurer Purchaser both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter be deemed become the Estimated Closing Statement for all purposes hereunder of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement. The Estimated Closing Statement will also include with respect to Closing Indebtedness the applicable Closing; providedamount owed to each creditor of the Company and, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reasonClosing Indebtedness that Purchaser and the Company agree to satisfy at the Closing, then payment instructions, together with payoff and lien release letters from the Estimated Closing Statement delivered Company’s creditors in form and substance reasonably acceptable to Purchaser. Schedule 1.14 sets forth an illustrative statement (the “Reference Statement”) prepared in good faith by the applicable Ceding Company shall in cooperation with Purchaser setting forth the various line items used (or to be used) in, and illustrating for sample purposes only as of the Estimated date set forth therein, the calculation of Closing Statement Indebtedness and Net Working Capital, and the resulting Merger Consideration and Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with respect to the applicable Closing for all purposes hereunderthis Agreement.

Estimated Closing Statement. (a) No later Not less than two (2) seven Business Days prior to each the anticipated Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Parent a written statement (each, an the “Estimated Closing Statement”) along with reasonable supporting documents setting forth: (i) with respect to each Reinsurance Agreement: forth in reasonable detail its good faith calculation of (1) an the estimated statement amount of net settlement with respect to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement Cash as of the Effective TimeMeasurement Time (“Estimated Cash”), (2) the estimated Initial Premium amount of Indebtedness outstanding as of the Measurement Time (the “Estimated Initial PremiumIndebtedness”), (3) the applicable estimated Ceding Commission and amount of unpaid Transaction Expenses as of the Measurement Time (“Estimated Transaction Expenses”), (4) the applicable estimated Initial Aggregate Required Balance Net Working Capital as of the Measurement Time (the “Estimated Initial Aggregate Required BalanceNet Working Capital”) (provided; that), the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance Capital Expenditure Adjustment Amount as of the Measurement Time (the “Estimated Initial Trust Account Required BalanceCapital Expenditure Adjustment Amount”), and (6) the preliminary balance sheet of the Company as of the Measurement Time, in each case calculated utilizing in accordance with the Initial Premium Roll-Forward Model Accounting Principles and in the same form as the Sample Closing Statement. (i) The Company shall provide Parent and its Representatives all supporting documentation reasonably requested by Parent in connection with ▇▇▇▇▇▇’s review of the Estimated Closing Statement and reasonable access to the extent applicable; (ii) a list setting forth the Fair Market Value books and Statutory Book Value records of the applicable Transferred Assets as Company (including financial records and supporting documents) and to Representatives of the applicable Company, in each case, used to prepare the Estimated Closing Statement, prior to the Closing Date. Parent may, until the Business Day prior to the Closing Date, estimated by provide the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable comments to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek consider such comments in good faith to correct any errors or mistakes in and shall revise the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement andby no later than the Business Day prior to the Closing Date, if applicableif, based on its good faith assessment of Parent’s comments, the applicable Estimated Closing Statement as Company determines such changes are warranted, which revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer statement shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect of this Agreement. For the avoidance of doubt, Parent shall have no obligation to the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then comment on the Estimated Closing Statement delivered Statement. (ii) For purposes of calculating the value of the inventory in connection with calculating Closing Net Working Capital, after the Closing Date, a physical inventory count will be conducted by Parent. Parent and such Representatives of Parent as Parent may designate, shall determine the applicable Ceding Company nature, quantities and condition (i.e., usability and salability) of all inventory, including the identification of obsolete, damaged and slow-moving items. The inventory used to calculate Closing Net Working Capital shall reflect any adjustment to the actual amount of inventory held as of the date of the full physical inventory count for the location(s) counted (through the inventory count procedures, as recorded by Parent) which shall be the Estimated Closing Statement with respect rolled back to the applicable Closing for all purposes hereunderMeasurement Time.

Estimated Closing Statement. (ai) No Prior to Closing, the Seller shall consult with Buyer and its representatives in good faith to prepare and compute an estimate of the Net Working Capital of the CryoScience Business as of 12:01 a.m., Eastern Standard Time, on the Closing Date (without giving effect to the transactions contemplated herein) (the “Estimated Closing Net Working Capital”). At least five (5) Business Days before the Closing, the Seller shall prepare and deliver to the Buyer a statement setting forth the Seller’s good faith estimate of the Estimated Closing Net Working Capital, which statement shall include reasonable supporting documentation with respect to all amounts and calculations therein (the “Estimated Closing Net Working Capital Statement”). Seller shall prepare the Estimated Closing Net Working Capital Statement in good faith, based on Seller’s books and records, in accordance with GAAP and, to the extent consistent with GAAP or as otherwise specified under Section 1.6, the accounting policies, principles, practices and methodologies used by Seller in the preparation of the Financial Information and specified on Exhibit 1.6 (the “Accounting Policies”), and shall present fairly the information and data contained therein. The Seller shall in good faith consider any reasonable comments of the Buyer with respect to such Estimated Closing Net Working Capital Statement, in each case to the extent such comments are provided to the Seller no later than at least five (5) Business Days prior to the Closing Date. In connection with the Buyer’s review of the Estimated Closing Net Working Capital Statement, the Seller shall (i) provide the Buyer and its authorized representatives with reasonable access to the books, records, facilities employees and accountants of the Seller (to the extent relating to the CryoScience Business), in each case upon reasonable prior written notice and during normal business hours, and (ii) cooperate with the Buyer and its authorized representatives, including the provision on a timely basis of all information related to the CryoScience Business and reasonably requested and necessary or useful in connection with analyzing the Estimated Closing Net Working Capital Statement. In the event that the Estimated Closing Net Working Capital is revised to incorporate any or all of the Buyer’s comments pursuant to this Section 1.6(e)(i), the Seller shall deliver to the Buyer no later than two (2) Business Days prior to each the Closing DateDate the revised Estimated Closing Net Working Capital, which shall be substituted as the applicable Ceding Company shall deliver to the Reinsurer a statement (each, an “Estimated Closing Statement”) setting forth: (i) Net Working Capital” hereunder. Neither the Estimated Closing Net Working Capital, nor any proposal or agreement in respect thereof, shall be binding on, or create or give rise to any implication or presumption with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to, Buyer in relation to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement Final Closing Net Working Capital (as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”hereinafter defined), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable;. (ii) If the Estimated Closing Net Working Capital is less than the Target Net Working Capital, the difference shall be a list setting forth deduction from the Fair Market Value and Statutory Book Value of Closing Date Payment. If the applicable Transferred Assets Estimated Closing Net Working Capital exceeds the Target Net Working Capital, the excess shall be an addition to the Closing Date Payment. Any adjustment to the Closing Date Payment pursuant to this Section 1.6(e) is referred to herein as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset ValueClosing Net Working Capital Adjustment”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect to the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then the Estimated Closing Statement delivered by the applicable Ceding Company shall be the Estimated Closing Statement with respect to the applicable Closing for all purposes hereunder.

Estimated Closing Statement. (a) No later Not less than two (2) seven Business Days prior to each the anticipated Closing Date, the applicable Ceding Company shall deliver to the Reinsurer Parent a written statement (each, an the “Estimated Closing Statement”) along with reasonable supporting documents setting forth: (i) with respect to each Reinsurance Agreement: forth in reasonable detail its good faith calculation of (1) an the estimated statement amount of net settlement with respect to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement Cash as of the Effective TimeMeasurement Time (“Estimated Cash”), (2) the estimated Initial Premium amount of Indebtedness outstanding as of the Measurement Time (the “Estimated Initial PremiumIndebtedness”), (3) the applicable estimated Ceding Commission and amount of unpaid Transaction Expenses as of the Measurement Time (“Estimated Transaction Expenses”), (4) the applicable estimated Initial Aggregate Required Balance Net Working Capital as of the Measurement Time (the “Estimated Initial Aggregate Required BalanceNet Working Capital”) (provided; that), the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance Capital Expenditure Adjustment Amount as of the Measurement Time (the “Estimated Initial Trust Account Required BalanceCapital Expenditure Adjustment Amount”), and (6) the preliminary balance sheet of the Company as of the Measurement Time, in each case calculated utilizing in accordance with the Initial Premium Roll-Forward Model Accounting Principles and in the same form as the Sample Closing Statement. (i) The Company shall provide Parent and its Representatives all supporting documentation reasonably requested by Parent in connection with Parent’s review of the Estimated Closing Statement and reasonable access to the extent applicable; (ii) a list setting forth the Fair Market Value books and Statutory Book Value records of the applicable Transferred Assets as Company (including financial records and supporting documents) and to Representatives of the applicable Company, in each case, used to prepare the Estimated Closing Statement, prior to the Closing Date. Parent may, until the Business Day prior to the Closing Date, estimated by provide the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and (iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable comments to the applicable Ceding Company. (b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek consider such comments in good faith to correct any errors or mistakes in and shall revise the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement andby no later than the Business Day prior to the Closing Date, if applicableif, based on its good faith assessment of Parent’s comments, the applicable Estimated Closing Statement as Company determines such changes are warranted, which revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer statement shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect of this Agreement. For the avoidance of doubt, Parent shall have no obligation to the applicable Closing; provided, however, that if the applicable Ceding Company and the Reinsurer do not reach agreement with respect to any such corrections during such period for any reason, then comment on the Estimated Closing Statement delivered Statement. (ii) For purposes of calculating the value of the inventory in connection with calculating Closing Net Working Capital, after the Closing Date, a physical inventory count will be conducted by Parent. Parent and such Representatives of Parent as Parent may designate, shall determine the applicable Ceding Company nature, quantities and condition (i.e., usability and salability) of all inventory, including the identification of obsolete, damaged and slow-moving items. The inventory used to calculate Closing Net Working Capital shall reflect any adjustment to the actual amount of inventory held as of the date of the full physical inventory count for the location(s) counted (through the inventory count procedures, as recorded by Parent) which shall be the Estimated Closing Statement with respect rolled back to the applicable Closing for all purposes hereunderMeasurement Time.