Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. Not less than three Business Days prior to the Closing Date, Parent shall prepare and deliver to Buyer a statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting forth Parent’s good-faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time (the “Estimated Cash”), (ii) the amount of Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”), (iii) the amount of Indebtedness as of the Effective Time (the “Estimated Indebtedness”) and (iv) the amount of Accrued Tax Liabilities as of the Effective Time (the “Estimated Accrued Tax Liabilities”). The Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which shall be equal to the sum of (A) the Base Purchase Price, (B) plus the Estimated Cash, (C) plus (solely in the event that the Estimated Net Working Capital exceeds the Collar Ceiling) the amount, if any, by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax Liabilities.

Estimated Closing Statement. Not less The Company shall prepare in good faith and provide to Purchaser no later than three (3) Business Days prior to the anticipated Closing Date, Parent shall prepare and deliver to Buyer Date (i) a written statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting forth Parent’s good-in reasonable detail its good faith estimate of each estimates of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time Closing Net Working Capital (the “Estimated Cash”), (ii) the amount of Net Working Capital as of the Effective Time (the “Estimated Closing Net Working Capital”), (iii) the amount of Indebtedness as of the Effective Time Closing Cash Balance (the “Estimated Closing Cash Balance”), the Transaction Tax Benefits (the “Estimated Transaction Tax Benefits”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), and the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and (ivii) the amount of Accrued Tax Liabilities as Company’s calculation of the Effective Time estimated Aggregate Purchase Price (the “Estimated Accrued Tax LiabilitiesAggregate Purchase Price”). The ) (using the Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which shall be equal to the sum of (A) the Base Purchase PriceNet Working Capital, (B) plus the Estimated CashClosing Cash Balance, (C) plus (solely in the event that the Estimated Net Working Capital exceeds Closing Indebtedness and the Collar Ceiling) Estimated Company Transaction Expenses), in each case calculated in accordance with the definitions thereof and the Accounting Policies. For the avoidance of doubt, in no event shall the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Net Working Capital Target or minus (solely exceed $3,000,000 in the event that aggregate. The Company shall, and shall cause its Subsidiaries to, provide Purchaser and its Representatives with reasonable access to the Collar Floor exceeds relevant books and records of the Company and its Subsidiaries for the purpose of facilitating Purchaser’s review of the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax LiabilitiesClosing Statement.

Estimated Closing Statement. Not less than three Business Days (a) At least five (5) days prior to the anticipated Closing Date, Parent Seller shall prepare and deliver to Buyer a closing statement (as updated pursuant to Section 2.3(b), the “"Estimated Closing Statement”") setting forth Parent’s good-Seller's good faith estimate estimate, in consultation with Buyer, as of each 12:01 a.m. on the anticipated Closing Date, of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash net working capital of the Rehabilitation Business (the "Net Working Capital"), and each component thereof in the format provided in the Net Working Capital Calculation Schedule (as defined in Section 1.05(b)). (b) The Estimated Closing Statement shall be prepared in accordance with the principles set forth on a schedule attached hereto as Annex I (the "Net Working Capital Calculation Schedule"), based upon the books and records of Seller related to the Rehabilitation Business and in accordance with the Seller's historical accounting principles and practices, as if the Estimated Closing Statement was prepared as of the Effective Time a fiscal year end. (the “Estimated Cash”), (iic) If the amount of Net Working Capital as of set forth on the Effective Time Estimated Closing Statement (the “"Estimated Net Working Capital”Capital Amount") exceeds $3,501,687 ("Target Net Working Capital Amount"), (iii) then the amount of Indebtedness as of the Effective Time (the “Estimated Indebtedness”) and (iv) the amount of Accrued Tax Liabilities as of the Effective Time (the “Estimated Accrued Tax Liabilities”). The Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which Price shall be increased by an amount equal to the sum of (A) the Base Purchase Price, (B) plus the Estimated Cash, (C) plus (solely in the event that such excess amount. If the Estimated Net Working Capital exceeds Amount is less than the Collar Ceiling) the amount, if any, by which the Estimated Target Net Working Capital exceeds Amount, then the Purchase Price shall be reduced by an amount equal to such deficiency. Such excess or deficiency is referred to herein as the "Net Working Capital Target or minus (solely in Adjustment." The Purchase Price as so adjusted by the event that the Collar Floor exceeds applicable components for Net Working Capital and set forth on the Estimated Net Working Capital) Closing Statement is referred to herein as the amount, if any, by which the Working Capital Target exceeds the "Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax LiabilitiesPurchase Price."

Estimated Closing Statement. Not less than three At least five (5) Business Days prior to the Closing Date, Parent the Company shall prepare and deliver to the Buyer a written statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting that shall include and set forth Parentthe Company’s good-good faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time Working Capital Adjustment (the “Estimated CashWorking Capital Adjustment”), (ii) the amount of Net Working Capital as of the Effective Time Indebtedness (the “Estimated Net Working CapitalIndebtedness”), (iii) the amount of Indebtedness as of the Effective Time Aggregate Option Cash-Out Amount (the “Estimated IndebtednessAggregate Option-Cash-Out Amount”) (with each of Estimated Working Capital Adjustment, Estimated Net Indebtedness and Estimated Aggregate Option Cash-Out Amount determined as of the Adjustment Time and, except for the Transaction Expenses included in the calculation of the Estimated Net Indebtedness (which, for the avoidance of doubt, shall be calculated through the Closing), without giving effect to the Transactions), and (iv) on the amount of Accrued Tax Liabilities as basis of the Effective Time foregoing, a calculation of the Closing Cash Consideration (the “Estimated Accrued Tax LiabilitiesClosing Cash Consideration”). The Estimated Closing Statement shall also set forth (x) be prepared in conformity with the “Applicable Accounting Principles in accordance with the historical practices and methodologies of the Company and its Subsidiaries and (y) include reasonable documentation supporting the calculation thereof, including schedules and underlying spreadsheets. Upon the delivery of the Estimated Purchase Price,” which shall be equal Closing Statement, to the sum of (A) the Base Purchase Price, (B) plus extent not included with the Estimated CashClosing Statement and reasonably requested by ▇▇▇▇▇, the Company will make available to Buyer and its Representatives the work papers (Csubject to the execution of customary work paper access letters, if requested) plus (solely and other books and records used in the event that preparing the Estimated Net Working Capital exceeds the Collar Ceiling) the amount, if any, by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax LiabilitiesClosing Statement.

Estimated Closing Statement. Not less than three Business Days prior to the Closing Date, Parent shall prepare ▇▇▇▇▇▇ has prepared and deliver delivered to Buyer (i) a statement that is reasonably acceptable to Buyer (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting forth Parentin reasonable detail the Company’s good-good faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time (the “Estimated Cash”), (ii) the amount of Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”), (iii) the amount of Indebtedness as of the Effective Time (the “Estimated Indebtedness”) and (iv) the amount of Accrued Tax Liabilities as of the Effective Time (the “Estimated Accrued Tax Liabilities”). The Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which shall be equal to the sum calculation of (A) the Base Purchase Priceestimated Indebtedness, the estimated Third-Party Expenses, the estimated Closing Cash, the estimated Closing Working Capital, and the estimated Closing Working Capital Adjustment (such estimates, the “Estimated Indebtedness,” “Estimated Third-Party Expenses” and “Estimated Closing Cash”, “Estimated Closing Working Capital”, and “Estimated Closing Working Capital Adjustment”, respectively), in each case, calculated as of the applicable Measurement Time and accompanied by reasonably detailed back-up documentation for such calculations; and (B) plus the Cash Consideration calculated based on such estimated amounts (including the component pieces thereof) (such estimate, the “Estimated Cash Consideration”); and (ii) a spreadsheet (the “Closing Spreadsheet”) with the information set forth on Schedule 1.3, as of immediately prior to the Closing, in each case, accompanied by reasonably detailed back-up documentation for such calculations. ▇▇▇▇▇▇ prepared the Estimated CashClosing Statement in accordance with the accounting principles forth on Exhibit A (the “Accounting Principles”). In no event will any of Buyer’s rights be considered waived, (C) plus (solely impaired, or otherwise limited as a result of Buyer not making an objection prior to the Closing or its making an objection that is not fully implemented in the event that the a revised Estimated Net Working Capital exceeds the Collar Ceiling) the amountClosing Statement, if any, by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax Liabilitiesas applicable.

Estimated Closing Statement. Not less No later than three five (5) Business Days prior to the anticipated Closing Date, Parent Seller shall prepare and deliver to Buyer a statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”), in the same format as the Reference Closing Statement, setting forth: (a) setting forth ParentSeller’s good-good faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time (the “Estimated Cash”), (ii) the amount of Closing Net Working Capital as of the Effective Time (such estimate, the “Estimated Closing Net Working Capital”), (iii) the amount of Indebtedness and Target Working Capital as of the Effective Time (such estimate, the “Estimated IndebtednessTarget Working Capital”) and ); (ivii) the amount of Accrued Tax Liabilities Closing Cash as of the Effective Time (such estimate, the “Estimated Accrued Tax LiabilitiesClosing Cash”). The Estimated ; (iii) the Closing Statement shall also set forth Indebtedness as of the Closing (such estimate, the “Estimated Purchase PriceClosing Indebtedness”); and (iv) the Closing Transaction Expenses as of the Closing (such estimate, the “Estimated Closing Transaction Expenses”); (b) Seller’s determination of the “Closing Adjustment,” which shall equal (i) the Estimated Closing Net Working Capital minus (ii) the Estimated Target Working Capital (expressed as a positive or negative number, as applicable); plus (iii) the Estimated Closing Cash; minus (iv) the Estimated Closing Indebtedness; minus (v) the Estimated Closing Transaction Expenses; minus (vi) the Separation-Related Costs; and (c) the amount to be paid in cash by Buyer to Seller at Closing (the “Closing Payment”), which shall equal to the sum of (Ai) the Base Purchase Price, Price plus (Bii) plus the Closing Adjustment. Seller shall prepare the Estimated Cash, (C) plus (solely Closing Statement in accordance with the event that Transaction Accounting Principles. Following the delivery by Seller of the Estimated Net Working Capital exceeds Closing Statement, upon reasonable prior notice to Seller, Buyer and its Representatives shall be given such reasonable access during normal business hours to those books and records of Seller and the Collar Ceiling) the amountAcquired Companies and, if anyrequired by Seller, by which with supervision of Seller or its Representatives, access to such personnel or Representatives of Seller or the Acquired Companies reasonably related to Seller’s preparation of the Estimated Net Working Capital exceeds Closing Statement as Buyer may reasonably request for the Working Capital Target or minus (solely in purposes of evaluating the event that the Collar Floor exceeds calculation of the Estimated Net Working Capital) Closing Statement; provided, that such access does not unreasonably interfere with the amount, if any, by which conduct of the Working Capital Target exceeds business of Seller or the Acquired Companies. Seller shall consider in good faith any of Buyer’s comments to the Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax LiabilitiesClosing Statement if provided by Buyer reasonably in advance of Closing.

Estimated Closing Statement. Not less than (a) At least three (3) Business Days prior to the Closing Date, Parent the Company shall prepare have, in good faith and deliver in accordance with the terms of this Section 3.1, prepared and delivered to Buyer Purchaser a statement draft version, and not later than one (as updated pursuant 1) Business Day prior to Section 2.3(b)the Closing Date, a final executed version, a certificate (the “Estimated Closing Statement”) setting forth Parentforth: (x) an estimated balance sheet of the Company as of the Reference Time, and (y) the Company’s good-good faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Closing Date Cash as of the Effective Time (the “Estimated Cash”), (ii) the amount of Closing Date Indebtedness (“Estimated Indebtedness”), (iii) Closing Date Transaction Expenses (“Estimated Transaction Expenses”), (iv) Closing Date Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”), (iiiv) the amount of Indebtedness as resulting calculation of the Effective Time Financial Adjustment Amount, the Estimated Closing Value, and Closing Consideration Cash (each defined below), in each case based upon the “Estimated Indebtedness”) books and (iv) the amount of Accrued Tax Liabilities as records of the Effective Time (Company and including the “Estimated Accrued Tax Liabilities”). The Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which shall be equal to the sum detailed components and aggregate totals of (A) the Base Purchase Priceeach such item, (B) plus the Estimated Cashand, (C) plus (solely in the event that the case of Estimated Net Working Capital exceeds the Collar Ceiling) the amount, if any, by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Cash and Estimated Net Working Capital, calculated in accordance with the Accounting Principles, and (Dvi) minus the allocation of the Closing Consideration Shares and Closing Consideration Cash among the Members and wire instructions for payment of the applicable portion of the Closing Consideration Cash to each Member. Estimated Cash, Estimated Net Working Capital, Estimated Indebtedness and Estimated Transaction Expenses shall be used to determine the “Estimated Closing Value”, which shall be an amount calculated using the formula set forth in the definition of Closing Value but applied mutatis mutandis based on such estimated amounts. The “Closing Consideration Cash” shall be an amount equal to (E1) minus the Estimated Accrued Tax LiabilitiesClosing Value, minus (2) the Closing Consideration Share Value, minus (3) the First Tranche Value, minus (4) the Second Tranche Value, minus (5) the Escrow Amounts, minus (6) the Note Amount.

Estimated Closing Statement. Not less than three five (5) Business Days prior to the Closing Date, Parent Seller shall prepare and deliver to Buyer a written statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting that sets forth Parentin reasonable detail Seller’s good-good faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash Special Expenses incurred by Seller as of the Effective Closing Time (the “Estimated CashSpecial Expenses”), and (ii) the amount of Net Working Capital as of the Effective Closing Time (the “Estimated Net Working Capital”) (such written statement, the “Preliminary Closing Statement”). As described in Section 2.2(a)(i), if the Estimated Special Expenses are less than the Prepaid Special Expenses, then the Initial Purchase Price shall be reduced by an amount equal to (iiiA) Prepaid Special Expenses minus (B) the amount of Indebtedness as of the Effective Time Estimated Special Expenses (the “Estimated Indebtedness”) and (iv) the amount of Accrued Tax Liabilities as of the Effective Time (the “Estimated Accrued Tax LiabilitiesSpecial Expenses Surplus”). The As described in Section 2.2(a)(ii), if the Estimated Closing Statement shall also set forth Special Expenses are greater than the “Estimated Prepaid Special Expenses, then the Initial Purchase Price,” which Price shall be increased by an amount equal to the sum of (A) the Base Purchase Price, Estimated Special Expenses minus (B) plus the Estimated CashPrepaid Special Expenses (the “Special Expenses Shortfall”). As described in Section 2.2(a)(ii), (C) plus (solely in the event that if the Estimated Net Working Capital exceeds is less than the Collar CeilingTarget Net Working Capital, then the Initial Purchase Price shall be reduced by an amount equal to (A) the Target Net Working Capital minus (B) the Estimated Net Working Capital (such amount, if any and subject to further adjustment as provided in this Section 2.3, the “Working Capital Shortfall”). As described in Section 2.2(a)(ii), if the Estimated Net Working Capital is greater than the Target Net Working Capital, then the Initial Purchase Price shall be increased by an amount equal to (A) the Estimated Net Working Capital minus (B) the Target Net Working Capital (such amount, if any, by which and subject to further adjustment as provided in this Section 2.3, the “Working Capital Surplus”). All amounts referenced in this Section 2.3(a) shall be calculated in accordance with the Accounting Principles and the definitions of the components thereof, as applicable. During the period after the delivery of the Preliminary Closing Statement and prior to the Closing Date, Buyer shall have a reasonable opportunity to review and comment on the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely Closing Statement and, in the event Buyer disputes any item set forth in the Preliminary Closing Statement, Seller shall cooperate with Buyer in good faith to mutually agree upon such disputed item; provided that if Seller and Buyer are unable to reach mutual agreement on such disputed item prior to the Collar Floor exceeds Closing Date, Buyer shall have no right to refuse to proceed with the Estimated Net Working Capital) Closing by reason of such disputed item and the amount, if any, Preliminary Closing Statement shall control (unless otherwise agreed by which the Working Capital Target exceeds the Estimated Net Working Capital, (D) minus the Estimated Indebtedness Seller and (E) minus the Estimated Accrued Tax LiabilitiesBuyer).

Estimated Closing Statement. Not less than three At least five (5) Business Days prior to the Closing Date, Parent shall prepare and JetStar will deliver to Buyer Basic a statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting forth Parentforth, in reasonable detail, JetStar’s good-good faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time (the “Estimated Cash”), (ii) the amount of Net Working Capital (as defined below) and Net Debt (as defined below), in each case as of the Effective Time (last day of the month immediately preceding the month in which the Closing occurs or such more recent practicable date prior to the Closing. Such estimates are referred to in this Agreement as the “Estimated Net Working Capital”), (iii) the amount of Indebtedness as of the Effective Time (” and the “Estimated IndebtednessNet Debt”) and (iv) the amount of Accrued Tax Liabilities , respectively. For illustrative purposes only, attached hereto as of the Effective Time (the “Estimated Accrued Tax Liabilities”). The Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which shall Schedule I is a format to be equal to the sum of (A) the Base Purchase Price, (B) plus the Estimated Cash, (C) plus (solely used in the event that determining the Estimated Net Working Capital exceeds and Estimated Net Debt. JetStar will make available to Basic all work papers and other books and records utilized in calculating Estimated Net Working Capital and Estimated Net Debt. The amount, if any, by which Estimated Net Working Capital is less than $5,000,000 (the Collar Ceiling“Target Net Working Capital”) is the “Estimated Net Working Capital Deficit”, and the amount, if any, by which the Estimated Net Working Capital exceeds the Target Net Working Capital Target or minus (solely in is the event that the Collar Floor exceeds “Estimated Net Working Capital Excess.” The amount, if any, by which the Estimated Net Working CapitalDebt exceeds $38,000,000 (the “Target Net Debt”) is the “Estimated Net Debt Deficit”, and the amount, if any, by which the Working Capital Estimated Net Debt is less than the Target exceeds Net Debt is the “Estimated Net Debt Excess.” At the Effective Time the Base Price shall be adjusted by the Estimated Net Working Capital, Closing Adjustment (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax Liabilitiesas defined in Section 2.5(d)).

Estimated Closing Statement. Not less No later than three five (5) and not more than seven (7) Business Days prior to the anticipated Closing Date, Parent Seller shall prepare and deliver to Buyer a statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting forth Parentforth: (a) Seller’s good-good faith estimate of each as of the following, together with reasonably detailed documentation supporting each estimate: Adjustment Time of the (i) the amount of Cash as of the Effective Time Closing Net Working Capital (such estimate, the “Estimated Cash”), (ii) the amount of Net Working Capital as of the Effective Time (the “Estimated Closing Net Working Capital”); (ii) the Closing Cash (such estimate, the “Estimated Closing Cash”); (iii) the amount of Closing Indebtedness as of the Effective Time (such estimate, the “Estimated Closing Indebtedness”) ); and (iv) the amount of Accrued Tax Liabilities as Closing Transaction Expenses (such estimate, the “Estimated Closing Transaction Expenses”) (b) Seller’s determination of the Effective Time “Closing Adjustment,” which shall equal (i) the Estimated Closing Net Working Capital minus (ii) the Target Working Capital (expressed as a positive or negative number, as applicable); plus (iii) the Estimated Closing Cash; minus (iv) the Estimated Closing Indebtedness; minus (v) the Estimated Closing Transaction Expenses and (c) the amount to be paid in cash by Buyer to Seller at Closing (the “Estimated Accrued Tax LiabilitiesClosing Payment”), which shall equal the sum of (i) the Base Purchase Price plus or minus (ii) the Closing Adjustment. Seller shall prepare the Estimated Closing Statement and each of the components thereof in accordance with the definitions thereof, the Transaction Accounting Principles and the other terms of this Agreement. The Estimated Closing Statement shall also set forth be accompanied by reasonable supporting detail to evidence Seller’s calculations, explanations and assumptions of the “Estimated Purchase Price,” which amounts contained therein. Buyer shall be equal entitled to review and comment on the Estimated Closing Statement prior to the sum of (A) the Base Purchase Price, (B) plus Closing and Seller shall consider in good faith any suggested modifications to the Estimated Cash, (C) plus (solely in the event that the Estimated Net Working Capital exceeds the Collar Ceiling) the amount, if any, Closing Statement proposed by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax LiabilitiesBuyer.

Estimated Closing Statement. Not less than At least three (3) Business Days prior to the anticipated Closing Date, Parent Seller shall prepare and deliver to Buyer a written statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting that sets forth Parenta good faith estimate of the balance sheet of Company, as of the Closing (the “Estimated Closing Balance Sheet”), together with Seller’s good-faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time Closing based on the Estimated Closing Balance Sheet (the “Estimated CashCash Amount”), ; (ii) the aggregate amount of Net Working Capital all Indebtedness that is outstanding and unpaid as of the Effective Time Closing (the “Estimated Net Working CapitalIndebtedness Amount”), together with a breakdown of the aggregate amount of Paid-Off Indebtedness (the “Estimated Paid-Off Indebtedness Amount”) and the aggregate amount of Retained Indebtedness (the “Estimated Retained Indebtedness Amount”); and (iii) the aggregate amount of Indebtedness all Company Transaction Expenses outstanding and unpaid as of the Effective Time Closing (the “Estimated IndebtednessCompany Transaction Expense Amount”) (with each of the Estimated Cash Amount, Estimated Indebtedness Amount and (iv) the amount of Accrued Tax Liabilities Estimated Company Transaction Expense Amount estimated as of the Effective Time (Closing); and on the basis of the foregoing, the amount and calculation of the “Estimated Accrued Tax Liabilities”). The Estimated Closing Statement shall also set forth the “Estimated Purchase PriceSeller Proceeds,” which shall be equal to the sum result of (A) the Base Purchase Price, (B) plus the Estimated CashCash Amount, (C) plus (solely in the event that minus the Estimated Net Working Capital exceeds the Collar Ceiling) the amountIndebtedness Amount, if any, by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Estimated Net Working Capital, and (D) minus the Estimated Indebtedness and (E) minus Company Transaction Expense Amount. An illustrative example of the Estimated Accrued Tax LiabilitiesClosing Statement and calculation of the Estimated Cash Amount, Estimated Indebtedness Amount and Estimated Company Transaction Expense Amount is set forth as Exhibit 2.02(a) (the “Sample Statement”). The amounts reflected in the Estimated Closing Statement shall control solely for purposes of determining the Estimated Seller Proceeds for purposes of this Section 2.02 and Section 2.03 and shall not limit or otherwise affect Buyer’s remedies under this Agreement or otherwise or constitute an acknowledgement by Buyer of the accuracy of the amounts reflected thereof.

Estimated Closing Statement. Not less than three At least two (2) Business Days prior to the Closing DateClosing, Parent shall prepare and the Company will deliver to Buyer a Parent an estimated closing statement prepared in good faith (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting forth Parent’s good-faith estimate of each of the following), together with reasonably detailed documentation supporting each estimate: which shall include (i) an estimated balance sheet of the amount of Cash Company together with its Subsidiaries as of 12:01 a.m. on the Effective Time Closing Date prepared in accordance with GAAP applied on a basis consistent with the basis used in the preparation of the Most Recent Balance Sheet (the “Estimated CashBalance Sheet”), (ii) the amount of Net Working Capital as of the Effective Time estimated Cash (the “Estimated Net Cash”) and (iii) the estimated Working Capital (the “Estimated Working Capital”), (iii) consistent with the amount of Indebtedness as example set forth on Exhibit E hereto. The cash portion of the Effective Time (the “Estimated Indebtedness”) and (iv) the amount of Accrued Tax Liabilities as of the Effective Time (the “Estimated Accrued Tax Liabilities”). The Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which Merger Consideration shall be equal to the sum of (A) the Base Purchase Price, (B) plus the Estimated Cash, (C) plus (solely in the event that the Estimated Net Working Capital exceeds the Collar Ceiling) decreased by the amount, if any, by which the Estimated Net Working Capital exceeds is less than $4,500,000 (the Working Capital “Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Minimum Working Capital”), (B) increased by the amount, if any, by which the Estimated Working Capital is greater than $5,000,000 (the “Target exceeds Maximum Working Capital”), (C) increased by the Estimated Net Cash and (D) decreased by the Senior Debt, in each case, in cash. For the avoidance of doubt, in the event the Estimated Working Capital is equal to or greater than the Target Minimum Working Capital and is equal to or less than the Target Maximum Working Capital, (Dthen no adjustment shall be made to the cash portion of the Merger Consideration pursuant to this Section 2(h). The Merger Consideration as adjusted in accordance with this Section 2(h) minus shall be referred to herein as the Estimated Indebtedness and (E) minus the Estimated Accrued Tax Liabilities“Adjusted Merger Consideration.”