Common use of Estimated Purchase Price Clause in Contracts

Estimated Purchase Price. (a) At least ten (10) Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) a written statement (the “Estimated Closing Statement”) setting forth (i) the Seller’s good faith estimate of (A) Closing Cash, (B) Closing Indebtedness, (C) Net Working (b) Following delivery of the Estimated Closing Statement, the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least three (3) Business Days prior to the Closing Date, and, to the extent the Seller and the Purchaser (on behalf of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice to the Closing Statement), such changes shall amend the Estimated Closing Statement and the resulting Estimated Purchase Price for all purposes hereunder.

Estimated Purchase Price. No later than five (a) At least ten (105) Business Days prior to the anticipated Closing Date, the Seller Sellers shall prepare, or cause provide to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) Buyer a written statement (the “Estimated Closing Statement”) setting forth an estimate of the Final Purchase Price which shall be equal to (i) the Seller’s good Enterprise Value plus (ii) Sellers’ good-faith estimate of (A) the Closing Date Cash, minus (Biii) Sellers’ good-faith estimate of the Closing Date Indebtedness, minus (Civ) Net Working (b) Following delivery Sellers’ good-faith estimate of the Estimated Closing StatementTransaction Expenses, plus (v) Sellers’ good-faith estimate of the Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the “Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser PartiesPurchase Price”), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection delivered with reasonable supporting detail with respect to the Purchaser’s review calculation of such amounts. At the Estimated Closing Statement; provided that in no event Closing, Buyer shall any request for information pay, or review of the Estimated Closing Statement cause to be paid, to Sellers or other information Persons designated by the Purchaser (on behalf Sellers, by wire transfer of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller immediately available funds to such account(s) as Sellers shall consider designate in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) writing to the Estimated Closing Statement notified to it at least Buyer not less than three (3) Business Days prior to the Closing DateDate (the “Seller Designated Account(s)”), and, an aggregate amount in cash equal to the extent Estimated Purchase Price. During the Seller and period after the Purchaser (on behalf delivery of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice Estimated Closing Statement and prior to the Closing Statement)Closing, such changes Buyer shall amend have an opportunity to review and comment on the Estimated Closing Statement and the resulting calculations set forth therein and Sellers shall reasonably cooperate with Buyer and consider in good faith any revisions to the Estimated Purchase Price for all purposes hereunderClosing Statement proposed by ▇▇▇▇▇; provided that in no event shall any review of the Estimated Closing Statement by Buyer, or any dispute relating thereto, delay or prevent the Closing.

Estimated Purchase Price. (a) At least ten (10) Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) a written statement (the “Estimated Closing Statement”) setting forth (i) the Seller’s good faith estimate of (A) Closing Cash, (B) Closing Indebtedness, (C) Net Working (b) Following delivery of the Estimated Closing Statement, the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least three (3) Business Days prior to the Closing Date, andSeller shall furnish to Buyer (a) a certificate (the “Closing Certificate”) setting forth Seller’s good faith estimate of (i) the amount of Closing Cash (the “Estimated Closing Cash”), (ii) the amount and calculation of each component of the Working Capital as of the Effective Time (the “Estimated Working Capital”), including the resulting Estimated Working Capital Underage (if any), (iii) the amount and calculation of each component of Company Debt as of immediately prior to the Closing (the “Estimated Company Debt”), and (iv) the Estimated Purchase Price calculated based upon the items set forth in the foregoing clauses (i) - (iii), (b) reasonably detailed support documentation for each of the items set forth in the foregoing clause (a), and (c) an estimated balance sheet of the Company as of the Effective Time (the “Closing Balance Sheet”). Buyer shall be entitled to review, and Seller shall consider in good faith the modification of the Closing Certificate proposed by Buyer; provided, that, subject to the foregoing good faith consideration, the final determination of the Closing Certificate and the calculations and amounts set forth thereon shall be determined by Seller in its sole discretion. Seller, the Company, and their respective Representatives shall cooperate with and make available to Buyer and its Representatives all information, records, data and working papers, and shall permit access to their respective personnel involved in the preparation or review of the Closing Certificate during normal business hours, as may be reasonably requested in connection with the preparation and analysis of the Closing Certificate and the resolution of any disputes thereunder; provided, that Seller’s and the Company’s accountants will not be obligated to make any work papers available to any Person except in accordance with such accountants’ normal disclosure procedures and then only after such Person has signed a customary agreement relating to such access to work papers in form and substance reasonably acceptable to such accountants and neither Seller nor the Company will be obligated to provide any information, records, data and working papers to the extent disclosure of such items would cause such party to lose the Seller and the Purchaser (on behalf of the Purchaser Parties) agree on attorney-client privilege with respect thereto; provided, further, that if a party is withholding any changes (which agreements shall be without prejudice information pursuant to the Closing Statement)foregoing exception it shall notify the other parties and, describe the information being so withheld and, if requested, use commercially reasonable efforts to provide extracts or summaries of such changes shall amend protected information or otherwise provide such protected information in a manner that would not jeopardize the Estimated Closing Statement and the resulting Estimated Purchase Price for all purposes hereunderapplicable privilege.

Estimated Purchase Price. (a) At least ten (10) Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) a written statement (the “Estimated Closing Statement”) setting forth (i) the Seller’s good faith estimate of (A) Closing Cash, (B) Closing Indebtedness, (C) Net Working (b) Following delivery of the Estimated Closing Statement, the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least No later than three (3) Business Days prior to the Closing Date, andthe Company shall deliver to Buyer a document (the “Estimated Closing Statement”), consisting of the Company’s good-faith estimate of (A) the amount of Cash and Cash Equivalents, (B) the amount of Closing Date Indebtedness, (C) the amount of Unpaid Transaction Expenses, (D) the Net Working Capital Adjustment and (E) the Purchase Price derived therefrom (the “Estimated Purchase Price”), in each case, including reasonably detailed calculations of the components thereof in a manner consistent with the definitions thereof, together with reasonable supporting schedules or documentation with respect to the extent determination thereof, and determined in accordance with the Seller Accounting Principles. Buyer, its accountants and its other representatives shall have the right to review and comment on the Estimated Closing Statement prior to Closing. The Company shall, in good faith, consider (but shall be under no obligation to accept) any reasonable comments to the Estimated Closing Statement delivered in writing by ▇▇▇▇▇, in good faith, at least twenty-four (24) hours prior to Closing. Notwithstanding anything to the contrary contained herein, in the event of any conflict or dispute related to the calculation of the Estimated Purchase Price or any component thereof, the Company shall not be required to accept any comments or changes to the Estimated Closing Statement proposed by Buyer, the Estimated Closing Statement delivered by the Company (as shall be updated by the Company to incorporate any Buyer comments that the Company has confirmed in writing that it agrees are correct) shall control for purposes of the Closing and the Purchaser (on behalf payments to be made at the Closing, and the Closing shall not be delayed; provided, however, the obligation of the Purchaser Parties) agree on any changes (which agreements Parties to consummate the Closing in accordance with this sentence shall be without prejudice to the Closing Statement), such changes shall amend rights of any Party to dispute the Estimated Closing Statement and final calculation of the resulting Estimated Purchase Price for all purposes hereunder(or any component thereof) following the Closing as contemplated by Section 2.3(d) through (and including) Section 2.3(e).

Estimated Purchase Price. No later than five (a) At least ten (105) Business Days prior to the anticipated Closing Date, the Seller Sellers shall prepare, or cause provide to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) Buyer a written statement (the “Estimated Closing Statement”) setting forth an estimate of the Final Purchase Price which shall be equal to (i) the Seller’s good Enterprise Value plus (ii) Sellers’ good-faith estimate of (A) the Closing Date Cash, minus (Biii) Sellers’ good-faith estimate of the Closing Date Indebtedness, minus (Civ) Net Working (b) Following delivery Sellers’ good-faith estimate of the Estimated Closing StatementTransaction Expenses, plus (v) Sellers’ good-faith estimate of the Net Working Capital Adjustment Amount (which may be a positive or negative number) (the calculation resulting from clauses (i), (ii), (iii), (iv) and (v), the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the “Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser PartiesPurchase Price”), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection delivered with reasonable supporting detail with respect to the Purchaser’s review calculation of such amounts. At the Estimated Closing Statement; provided that in no event Closing, Buyer shall any request for information pay, or review of the Estimated Closing Statement cause to be paid, to Sellers or other information Persons designated by the Purchaser (on behalf Sellers, by wire transfer of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller immediately available funds to such account(s) as Sellers shall consider designate in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) writing to the Estimated Closing Statement notified to it at least Buyer not less than three (3) Business Days prior to the Closing DateDate (the “Seller Designated Account(s)”), and, an aggregate amount in cash equal to the extent Estimated Purchase Price. During the Seller and period after the Purchaser (on behalf delivery of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice Estimated Closing Statement and prior to the Closing Statement)Closing, such changes Buyer shall amend have an opportunity to review and comment on the Estimated Closing Statement and the resulting calculations set forth therein and Sellers shall reasonably cooperate with Buyer and consider in good faith any revisions to the Estimated Purchase Price for all purposes hereunderClosing Statement proposed by B▇▇▇▇; provided that in no event shall any review of the Estimated Closing Statement by Buyer, or any dispute relating thereto, delay or prevent the Closing.

Estimated Purchase Price. (a) At least ten No later than five (10) Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) a written statement (the “Estimated Closing Statement”) setting forth (i) the Seller’s good faith estimate of (A) Closing Cash, (B) Closing Indebtedness, (C) Net Working (b) Following delivery of the Estimated Closing Statement, the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least three (35) Business Days prior to the Closing Date, and, Sellers shall deliver to Purchaser a written statement setting forth Sellers’ good faith calculation of (i) the extent the Seller and the Purchaser (on behalf Estimated Leakage Amount as of the Purchaser PartiesClosing Date, or declaring that there has been no Leakage, as applicable and (ii) agree on any changes the estimated Transaction Expenses (which agreements shall be without prejudice the “Estimated Transaction Expenses”), in each case including reasonable supporting documentation related to such information and amounts (the “Closing Statement)”) together with a true and (a) correct list of the names, such changes shall amend amounts and wire instructions for each of the Estimated payees for any Transaction Expense that is being paid as of the Closing. During the period after the delivery of the Closing Statement and prior to the resulting Closing, Purchaser shall have an opportunity to review the Closing Statement and Sellers shall reasonably cooperate with Purchaser in good faith to respond to any questions regarding the Closing Statement raised by Purchaser if the Closing Statement was delivered to Purchaser in accordance with this Section 3.2(a). The Estimated Purchase Price Leakage Amount, if any, and Estimated Transaction Expenses, will be subtracted from the Cash Consideration in accordance with Section 3.1(b). (b) Purchaser and its Affiliates and Representatives shall be entitled to rely, without any independent investigation or inquiry, on names, amounts and wire instructions provided by Sellers, including pursuant to Section 3.2(a) and as set forth in the Closing Statement (collectively, the “Payment Information”). None of Purchaser or any of its Affiliates shall have liability to NewCo, Sellers or any of their Affiliates, any other payee set forth in the Payment Information or any other Person for all purposes hereunderrelying on the Payment Information.

Estimated Purchase Price. No later than three (a) At least ten (103) Business Days prior to the anticipated Closing Date, the Seller Company shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) a written statement (the “Estimated Closing Statement”) setting forth (i) the Seller’s its good faith estimate of the Purchase Price (the “Estimated Purchase Price”) in respect of which the Company shall (A) Closing Cash, use the Enterprise Value and (B) estimate (1) the amount of Closing Date Funded Indebtedness, (C2) the amount of Unpaid Seller Expenses, (3) the amount of Cash and Cash Equivalents and (4) the Net Working (b) Following delivery Working Capital and the resulting calculation of the Net Working Capital Adjustment. To the extent reasonably requested by Purchaser, the Company will make available to Purchaser and its auditors and advisors all material records and work papers used in preparing the statement setting forth the Estimated Purchase Price; provided that any information provided pursuant hereto shall be subject to the confidentiality and non-use obligations of Section 6.3. The Company shall review any comments proposed by Purchaser with respect to the Estimated Closing Statement, and will consider, in good faith, any appropriate changes, it being understood that Purchaser shall have no approval rights with respect to the Seller estimates or calculation therein; provided, that in case of any disagreement between the parties hereto, in no case shall provide such disagreement delay the Purchaser (on behalf of Closing and the Purchaser Parties) Company’s estimates and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved calculations set forth in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf shall control. The Company’s acceptance or rejection of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the any of Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties)suggested changes, or any disagreement relating theretoif any, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least three (3) Business Days prior to the Closing Date, and, to the extent the Seller and the Purchaser (on behalf of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice to the Closing Statement), such changes shall amend right of Purchaser to raise any disputed matter in respect of the Estimated Closing Statement and calculation of the resulting Estimated final Purchase Price for all purposes hereunderpursuant to Section 3.5.

Estimated Purchase Price. No later than two (a) At least ten (102) Business Days prior to the anticipated Closing DateClosing, the Seller Representative shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) Buyer a written certified statement (the “Estimated Closing Statement”) setting forth (i) the SellerSeller Representative’s good faith estimate estimates of (A) Closing Net Working Capital, Closing Cash, (B) Closing Indebtedness, Transaction Expenses, Free Rent and Leasing Credit, Preferred Redemption Credit, Property Sales Credit, and Portfolio Improvement Credit, together with a calculation of the Purchase Price based on such estimates (Cthe “Estimated Purchase Price”) Net Working and (bii) Following the aggregate amount of the Closing Consideration payable to Sellers. The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.4(e), in the form of Exhibit B, together with reasonable supporting documentation. During the period after the delivery of the Estimated Closing Statement, the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) Statement and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least three (3) Business Days prior to the Closing Date, and, Buyer shall have an opportunity to the extent the Seller and the Purchaser (on behalf of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice to the Closing Statement), such changes shall amend review the Estimated Closing Statement and Seller Representative shall cooperate with Buyer in good faith to mutually agree upon the resulting Estimated Purchase Price Closing Statement in the event Buyer disputes any item proposed to be set forth on such statement; provided, however, that if Seller Representative and Buyer are not able to reach mutual agreement prior to the Closing Date, the Estimated Closing Statement provided by Seller to Buyer, as modified to include any changes agreed to by Seller Representative and Buyer, shall be binding for all purposes hereunderof this Section 2.4(a).

Estimated Purchase Price. (a) At least ten (10) Business Days prior to the anticipated Closing DateNot more than 10 days nor, the Seller shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) a written statement (the “Estimated Closing Statement”) setting forth (i) the Seller’s good faith estimate of (A) Closing Cash, (B) Closing Indebtedness, (C) Net Working (b) Following delivery of the Estimated Closing Statement, the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with without the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties)'s written consent, or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least three (3) less than two Business Days prior to the Closing Date, and, the Vendor Representative shall have prepared and made available to the extent Purchaser a statement (the Seller and "Estimated Closing Statement") that sets forth the Purchaser (on behalf Vendor Representative's good faith determination of the Purchaser PartiesEstimated Purchase Price as of Closing, including the Vendor Representative's good faith estimates of the Company's Working Capital as of the Closing Time ("Estimated Working Capital"), Indebtedness ("Estimated Indebtedness") agree on any changes and Transaction Expenses (which agreements "Estimated Transaction Expenses"), in each case in reasonable detail together with reasonable supporting or underlying documentation used to prepare the calculations contained in the Estimated Closing Statement. The Estimated Closing Statement shall be without prejudice prepared in accordance with IFRS. (b) Not less than three Business Days prior to the Closing StatementDate, the Purchaser shall (i) determine the Consideration Share Reference Price as of such date, and (ii) determine the aggregate number of Closing Consideration Shares to be issued to the Vendors (as allocated in the Payment Allocation Schedule), such changes which number of Closing Consideration Shares shall amend be calculated by dividing the Consideration Share Cap by the Consideration Share Reference Price, rounded to the closest whole number of Common Shares. (c) As promptly as practicable following the delivery of the Estimated Closing Statement in accordance with Section 2.4(a), the Vendor Representative shall provide to the Purchaser an allocation schedule (the "Payment Allocation Schedule"), prepared in good faith, setting forth the aggregate amount payable at the Closing to each Vendor in consideration for such Vendor's Membership Interests pursuant to Section 2.1, including the portions of the Estimated Closing Cash, Closing Notes and the resulting Estimated Purchase Price Closing Consideration Shares allocable to each Vendor, in each case consistent with each Vendor's Pro Rata Share, together with wire transfer instructions for all purposes hereundereach Vendor.

Estimated Purchase Price. (a) At least ten (10) Business Days No later than [***] prior to the anticipated Closing DateClosing, the Seller shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf Buyer its good faith calculation of the Purchaser Parties) a written statement Estimated Purchase Price (the “Estimated Closing StatementPurchase Price Calculation”) setting forth (i) ). From and after the Seller’s good faith estimate of (A) Closing Cash, (B) Closing Indebtedness, (C) Net Working (b) Following delivery of the Estimated Closing StatementPurchase Price, the Parties shall work in good faith to update the Estimated Purchase Price Calculation for changes thereto arising after the calculation thereof and prior to 11:59 PM Eastern Time on the date immediately preceding the Closing Date and Seller shall provide review and consider Buyer’s comments in good faith. Seller shall, and shall cause each Group Company to, reasonably promptly after a reasonable written request by the Purchaser Buyer, make those portions of the Group Company’s financial records, supporting documents and work papers and relevant personnel reasonably available to Buyer and its accountants and other representatives during the review by Buyer of, and the resolution of any objections with respect to, the Estimated Purchase Price Calculation. At the Closing, Buyer shall pay, or shall cause the Company to pay, in cash by wire transfer of immediately available funds, the Estimated Purchase Price as follows: (i) [***] of cash (such amount, the “Escrow Amount”) shall be deposited into an escrow account (the “Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement shall be (x) entered into on the Closing Date by and among Seller, Buyer and Wilmington Trust, N.A. (the “Escrow Agent”) as security for the Seller’s obligations pursuant to Section 2.4(c) and (y) substantially in the form of Exhibit C attached hereto; (ii) on behalf of Seller and the Purchaser PartiesGroup Companies, an amount in cash equal to (x) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel the portion of the Parent Group Closing Date Indebtedness that is Funded Indebtedness and (including its finance personnely) involved the Unpaid Seller Expenses, each in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection accordance with the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement Debt Payoff Letters, invoices or other information by the Purchaser (on behalf of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) documents evidencing such amounts delivered to the Estimated Closing Statement notified to it Buyer at least three (3) one Business Days Day prior to the Closing Date, and, to the extent the Seller and the Purchaser (on behalf of the Purchaser Parties) agree on any changes (which agreements ; provided that all Taxes shall be without prejudice paid at the times and in the manner prescribed by applicable law; and (iii) to the Closing Statement)Seller, such changes shall amend an amount equal to (A) the Estimated Closing Statement and Purchase Price, minus (B) the resulting Estimated Purchase Price for all purposes hereunderEscrow Amount.

Estimated Purchase Price. (a) At least ten (10) Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) a written statement (the “Estimated Closing Statement”) setting forth (i) the Seller’s good faith estimate of (A) Closing Cash, (B) Closing Indebtedness, (C) Net Working (b) Following delivery of the Estimated Closing Statement, the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least No later than three (3) Business Days prior to the Closing Date, andSeller shall provide Buyer with a written statement in a format reasonably acceptable to Buyer (such form, the “Agreed Closing Statement Form”), reflecting Seller’s good faith estimate of (a) Closing Cash (the “Estimated Cash”), (b) Closing Working Capital (the “Estimated Working Capital”), (c) Closing Debt (the “Estimated Debt”), (d) Closing Transaction Expenses (the “Estimated Transaction Expenses”), (e) the resulting calculation of Closing Consideration and (f) the Specified Amount, and with respect to each of the foregoing, identifying all components and sub-components thereof (the “Estimated Statement”), together, in each case, with all reasonable supporting documentation for each such calculation. The Estimated Statement, and the components thereof, shall be prepared based upon the books and records of the Company Group and in accordance with the Agreed Principles and this Agreement, including the definitions of Closing Cash, Closing Working Capital, Closing Debt, Closing Transaction Expenses, Specified Amount and Closing Consideration. At least seven Business Days prior to the extent Closing Date, Seller shall deliver to Buyer a preliminary Estimated Statement for information purposes only (which shall not be considered the Estimated Statement for any purpose hereunder). Buyer shall have the right to comment on the preliminary Estimated Statement no later than three Business Days after its receipt, which comments Seller will consider in good faith (with no obligation of acceptance), and the Purchaser Estimated Statement (as it may have been modified by Seller after considering any comments from Buyer) shall be binding on Seller, on the one hand, and Buyer, on the other hand, for purposes of this Section 3.1 and shall be used to determine the Closing Consideration. The calculation of the Closing Consideration will not include any Cash or other assets of any Affiliate of Seller that is not a member of the Company Group. No later than one Business Day after receipt of the Estimated Statement, Buyer and Seller shall agree upon a detailed funds flow memorandum in Excel format (including all underlying calculations, formulas and amounts therein) setting forth all payments to be made by or on behalf of the Purchaser Parties) agree on any changes parties hereto at Closing in accordance with this Agreement (which agreements shall be without prejudice to the Closing Statement“Funds Flow Memorandum”), such changes shall amend the Estimated Closing Statement and the resulting Estimated Purchase Price for all purposes hereunder.

Estimated Purchase Price. (a) At least ten Upon the terms and conditions set forth in this Agreement, in consideration of the sale, assignment and delivery of the Deco Shares, subject to adjustment after the Closing in accordance with Section 1.3 below, at the Closing Buyer will pay to Seller for the Deco Shares an amount equal to the Estimated Purchase Price (10as defined in subsection (d) Business Days below) as follows: (i) An amount equal to $1,000,000 shall be deposited by Buyer in escrow with First of America Bank, N.A. or such other escrow agent as may be selected by Buyer and Seller (the "Indemnity Escrow Agent") to be held, administered and disbursed in accordance with the provisions of an Escrow Agreement in substantially the form attached hereto as Exhibit 1.2(a)(i) to be executed and delivered by Seller, Buyer and the Escrow Agent in connection with the Closing (the "Indemnity Escrow Agreement"); (ii) the Deposit shall be disbursed by the Deposit Escrow Agent to Seller; and (iii) the balance of the Estimated Purchase Price (net of the amounts described in clause (i) and (ii) of this Section 1.2(a)) shall be paid to Seller by certified or cashier check payable to Seller or by wire transfer of immediately available funds to an account or accounts designated by Seller prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver Closing. (b) Not less than two days prior to the Purchaser (on behalf of the Purchaser Parties) Closing, Seller will prepare and submit to Buyer a written statement (the “Estimated Closing "Preliminary Statement”") setting forth the estimated Net Book Value (as defined in Section 1.3(a) below) as of the Closing Date (as defined in Section 2.1 below) (the "Estimated Net Book Value") (including detail of the components of the Estimated Net Book Value as they would appear on a combined balance sheet of the Deco Companies prepared in a manner consistent with the combined unaudited balance sheets of the Deco Companies as of the Reference Date (as defined in Section 3.6 below), but giving effect to all of the Adjustments (as defined in subsection (c) below) irrespective of whether the same have theretofore been distributed to Seller as part of the Permitted Distribution (as defined in Section 1.4 below) or otherwise, except that no effect will be given to the cash, cash equivalents and marketable securities components of the Adjustment beyond any distributions thereof made (or declared) at or prior to the delivery of the Preliminary Statement so long as Seller shall agree in a writing delivered to Buyer with the Preliminary Statement that no further distributions of cash, cash equivalents and marketable securities will be made as part of the Permitted Distribution or otherwise. (c) At the Closing, the parties will calculate the difference between the Estimated Net Book Value and $9,925,800 (the "Opening Net Book Value"). The Opening Net Book Value represents (i) the Seller’s good faith estimate Net Book Value as of March 31, 1997 minus (Aii) $12,044,900 (which represents the net amount of certain adjustments to the assets and liabilities of the Deco Companies (the "Adjustments") to reflect, among other things, excess cash and cash equivalents and other non-operating assets and liabilities on hand with the Deco Companies as of such date) to be distributed by the Deco Companies at or before the Closing Cashas the Permitted Distribution, all as set forth on Exhibit 1.2(c) (B) Closing Indebtedness, (C) Net Workingthe "Opening Statement"). (bd) Following delivery of If the Estimated Closing StatementNet Book Value exceeds the Opening Net Book Value, the Seller shall provide Base Amount (as defined in subsection (e) below) will be increased by the Purchaser (on behalf amount of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of such excess. If the Estimated Closing Statement andNet Book Value is less than the Opening Net Book Value, to the extent reasonably requested Base Amount will be decreased by the Purchaser (on behalf amount of such shortfall. As used in this Agreement, the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least three (3) Business Days prior to the Closing Date, and, to the extent the Seller and the Purchaser (on behalf of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice to the Closing Statement), such changes shall amend the Estimated Closing Statement and the resulting "Estimated Purchase Price for all purposes hereunderPrice" will mean the Base Amount, as increased or decreased pursuant to this subsection. (e) As used in this Agreement, the "Base Amount" will be equal to $54,825,000.

Estimated Purchase Price. (a) At least ten (10) No later than three Business Days prior to the anticipated Closing DateClosing, the Seller Representative shall prepare, or cause to be prepared, prepare and deliver to the Purchaser (on behalf of the Purchaser Parties) Buyer a written statement (the “Estimated Closing Statement”) setting forth (i) the Seller’s its good faith estimate of (A) the Closing Working Capital, the Net Table of Contents Working Capital Adjustment, the Closing Cash, (B) the Closing IndebtednessIndebtedness and the Company Expenses, (C) Net Working (b) Following delivery together with a calculation of the Purchase Price (the “Estimated Closing Statement, the Seller shall provide the Purchaser Purchase Price”) based on such estimates (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the Purchaser’s review including reasonably detailed calculations of the Estimated Closing Statement; provided that in no event shall any request for information or review of the components thereof). The Estimated Closing Statement or other information by and the Purchaser (on behalf of determinations and calculations contained therein shall be prepared in accordance with this Agreement, including the Purchaser Parties), or any disagreement relating thereto, delay or prevent the ClosingAccounting Principles. The Seller Representative shall consider in good faith any reasonable comments Buyer may provide in respect of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least three one Business Day prior to the Closing (3including the calculation of the Estimated Purchase Price and any component thereof) and, to the extent that the Seller Representative accepts any such comments, deliver a revised Estimated Closing Statement to Buyer prior to the Closing Date reflecting such accepted comments (it being understood and agreed that (x) in no event shall this sentence affect a Party’s obligation to effect the Closing when required pursuant to this Agreement and (y) from and after the Closing, the exclusive remedy with respect to, and the sole right to dispute, the Estimated Closing Statement (and any determinations or calculations contained therein) shall be as set forth in Section 2.3(b)). Notwithstanding anything to the contrary in this Agreement, in no event shall the delivery of the Estimated Closing Statement contemplated hereby or any comments thereto provided by Buyer be deemed to constitute the agreement of Buyer to any of the estimates or amounts set forth therein or be construed as a waiver by Buyer of any provisions, rights or privileges pursuant to Section 2.3(b). At the Closing, Buyer shall pay or deliver, as applicable, or cause to be paid or delivered, as applicable, the Estimated Purchase Price as follows: (i) to the account(s) designated in writing by the Seller Representative, by wire transfer of immediately available funds, an amount equal to the portion of Company Expenses owing to the Persons set forth on the Funds Flow; (ii) to the account(s) designated in writing by the Seller Representative, by wire transfer of immediately available funds, a portion of the amount outstanding under the Credit Agreements that is allocated to OSW Limited under the Credit Agreements to be repaid by OSW Limited hereunder as contemplated by Section 2.1(l) to the Persons and in the amounts set forth on the Funds Flow (if any); (iii) to the account(s) designated in writing by the Seller Representative, by wire transfer of immediately available funds, an amount equal to the portion of the Indebtedness owing to the Persons set forth on Section 7.2(d)(iii) of the Seller Schedules; (iv) to the Escrow Agent, the Purchase Price Adjustment Escrow Amount to be held in the Purchase Price Adjustment Fund; (v) to ▇▇▇▇▇▇▇ Leisure, evidence of the Transaction Shares in book-entry form in its name on the books and records of Dory Parent (which shall, for the avoidance of doubt, have an implied value of $10.00 per share and, subject to any adjustments as a result of the Reduced Redemption Option or otherwise pursuant to this Section 2.3(a)(v), an implied value of $165,403,630 in the aggregate) (the “Base Transaction Share Consideration”); provided, that (A) in the event the HYAC Shareholder Redemption Amount exceeds $50,000,000 (such excess, if any, the “Redemption Overage Amount”), ▇▇▇▇▇▇▇ Leisure shall have the option (exercisable by delivery of written notice to HYAC) (the “Reduced Redemption Option”) to reduce the number of the Dory Parent Common Table of Contents Shares redeemed pursuant to the ▇▇▇▇▇▇▇ Closing Redemption by the number of Dory Parent Common Shares with an aggregate value equal to the Redemption Overage Amount based on an implied per share valuation of $10.00 (the aggregate number of additional Dory Parent Common Shares not redeemed as a result of the Reduced Redemption Option, the “Additional Transaction Share Consideration”) and (B) in the event that there is a Reduced Equity Financing Amount, ▇▇▇▇▇▇▇ Leisure shall have the option (exercisable by delivery of written notice to HYAC) (the “Reduced Equity Financing Option”) to waive the conditions set forth in Sections 7.1(g) and 7.3(g) and reduce the number of the Dory Parent Common Shares redeemed pursuant to the ▇▇▇▇▇▇▇ Closing Redemption by the number of Dory Parent Common Shares with an aggregate value equal to the Reduced Equity Financing Amount based on an implied per share valuation of $10.00 (the aggregate number of additional Dory Parent Common Shares not redeemed as a result of the Reduced Equity Financing Option, the “Additional Equity Financing Share Consideration” and, together with the Base Transaction Share Consideration and the Additional Transaction Share Consideration and as further adjusted pursuant to this Section 2.3(a)(v), the “Transaction Share Consideration”) and, upon exercise of the Reduced Redemption Option and/or the Reduced Equity Financing Option, the Transaction Share Consideration and the Redemption Price shall be automatically adjusted in accordance with this Section 2.3(a); provided that ▇▇▇▇▇▇▇ Leisure shall deliver the Indemnity Escrow Shares to the Escrow Agent in accordance with the terms of this Agreement and the Escrow Agreement; and provided, further, that (A) the Transaction Share Consideration and Transaction Shares shall be adjusted as provided in the proviso to the definition of ▇▇▇▇▇▇▇ Deferred Shares and (B) the Transaction Share Consideration shall be reduced by a number of Dory Parent Common Shares equal to (x) the Buyer Excess Cash Amount, divided by (y) $10. (vi) to ▇▇▇▇▇▇▇ Leisure, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative, an amount equal to the Estimated Purchase Price, less the Purchase Price Adjustment Escrow Amount, less the Transaction Share Consideration Value, less the ▇▇▇▇▇▇▇ Deferred Share Value, less the Dory US Acquisition Purchase Price, less the Dory Non-US Acquisition Purchase Price (the resulting amount, as and if adjusted pursuant to Section 2.3(a)(v), the “Redemption Price”); provided, to the extent that the “revolving” credit facility contemplated by the Debt Financing Commitments is unavailable to be funded on the Closing or insufficient (after taking into account any other borrowings on the Closing Date) to fund a portion of the Redemption Price up to an amount equal to the estimated Closing Cash, the portion of (but only such portion of) the Redemption Price representing the estimated Closing Cash shall not be payable by Dory Parent (or any of its Subsidiaries) on the Closing Date but instead shall be paid by Dory Parent (or any of its Subsidiaries) to ▇▇▇▇▇▇▇ Leisure, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative, within one Business Day following the Closing Date; (vii) to each US Seller, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative, its portion of the Dory US Acquisition Purchase Price set forth on the Purchase Price Allocation Schedule opposite its name; and Table of Contents (viii) to each Non-US Seller, by wire transfer of immediately available funds to the account(s) designated in writing by the Seller Representative, its portion of the Dory Non-US Acquisition Purchase Price set forth on the Purchase Price Allocation Schedule opposite its name. The Seller Representative shall provide Buyer with a flow of funds setting forth the amounts to be paid pursuant to this Section 2.3(a), which shall be calculated in accordance with the terms and conditions of this Agreement, along with wire instructions therefor at least two (2) Business Days prior to the Closing Date, and, Date (the “Funds Flow”). The payments pursuant to Section 2.3(a) (as adjusted pursuant to Section 2.3(b)) shall be deemed to reflect the agreement of Parties as to the extent value of the Acquired Equity Securities and the Dory Parent Common Shares set forth on Section 1.1(a) of the Seller and the Purchaser (on behalf of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice Schedules redeemed pursuant to the Closing Statement)Redemption immediately prior to the Closing. At the Closing, such changes ▇▇▇▇▇▇▇ Leisure shall amend deliver to the Estimated Closing Statement and Escrow Agent the resulting Estimated Purchase Price for all purposes hereunderIndemnity Escrow Shares to be held in the Indemnity Escrow Account.

Estimated Purchase Price. (ai) At least ten No later than one (101) Business Days prior to the anticipated Closing DateClosing, the Seller Company shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser PartiesA) a written statement (the “Estimated Closing Statement”) setting forth (i) the SellerEstimated Working Capital, the Estimated Net Working Capital Adjustment, if any, and the Company’s good faith estimate estimates of the amounts of Closing Indebtedness, Closing Cash and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (Athe “Estimated Purchase Price”) Closing Cash, and (B) Closing Indebtedness, a statement (Cthe “Funds Flow”) Net Working (b) Following that will set forth the wire transfer or other payment instructions with respect to the payments to be made to the Sellers and to the applicable recipients of the Seller Expenses pursuant to this Section 2.3. During the period after the delivery of the Estimated Closing StatementStatement and prior to the Closing, Purchaser shall have the Seller shall provide the Purchaser (opportunity to review and comment on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, and the calculations set forth therein and the Company shall reasonably cooperate with Purchaser and consider in good faith any revisions to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the proposed by Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties)Purchaser, or any dispute or disagreement relating thereto, delay or prevent the Closing. The Seller , and, in the event of any dispute or disagreement relating thereto, the Parties acknowledge and agree that the item(s) in dispute or at disagreement shall consider be as finally determined in good faith any reasonable comments by the Company for all purposes of the Purchaser Closing (on behalf provided that nothing in this Section 2.3(a) shall in any way limit the rights of the Purchaser Parties) to Parties in connection with the Estimated Closing Statement notified to it at least three (3) Business Days prior to the Closing Date, and, to the extent the Seller and the Purchaser (on behalf final determination of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice to the Closing StatementPurchase Price in accordance with Section 2.3(c), such changes shall amend the ). The Estimated Closing Statement and the resulting Estimated Purchase Price for all purposes hereunderestimates and calculations contained therein shall be prepared in accordance with Section 2.3(e).

Estimated Purchase Price. (ai) At least ten No later than six (106) Business Days prior to the anticipated Closing DateClosing, the Seller Purchaser shall prepare, or cause to be prepared, and deliver to the Company a written statement setting forth Purchaser’s good faith calculation of the Incremental Cash Consideration (the “Incremental Cash Consideration Statement”). During the period after the delivery of the Incremental Cash Consideration Statement and prior to the delivery of the Estimated Closing Statement in accordance with Section 2.3(a)(ii), the Company shall have the opportunity to review and comment on the Incremental Cash Consideration Statement and the calculations set forth therein and Purchaser shall reasonably cooperate with the Company and consider in good faith any revisions to the Incremental Cash Consideration Statement proposed by the Company; provided that in no event shall any review of the Incremental Cash Consideration Statement by the Company, or any dispute or disagreement relating thereto, delay or prevent the Closing, and, in the event of any dispute or disagreement relating thereto, the Parties acknowledge and agree that the item(s) in dispute or at disagreement shall be as finally determined in good faith by Purchaser for all purposes of the Closing. (ii) No later than three (3) Business Days prior to the Closing, the Company shall deliver to Purchaser (on behalf of the Purchaser PartiesA) a written statement (the “Estimated Closing Statement”) setting forth (i) the SellerEstimated Working Capital, the Estimated Net Working Capital Adjustment, if any, and the Company’s good faith estimate estimates of the amounts of Closing Indebtedness, Closing Cash and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (Athe “Estimated Purchase Price”) Closing Cash, and (B) Closing Indebtedness, a statement (Cthe “Funds Flow”) Net Working (b) Following that will set forth the wire transfer or other payment instructions with respect to the payments to be made to the Sellers and to the applicable recipients of the Seller Expenses pursuant to this Section 2.3. During the period after the delivery of the Estimated Closing StatementStatement and prior to the Closing, Purchaser shall have the Seller shall provide the Purchaser (opportunity to review and comment on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, and the calculations set forth therein and the Company shall reasonably cooperate with Purchaser and consider in good faith any revisions to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the proposed by Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties)Purchaser, or any dispute or disagreement relating thereto, delay or prevent the Closing. The Seller , and, in the event of any dispute or disagreement relating thereto, the Parties acknowledge and agree that the item(s) in dispute or at disagreement shall consider be as finally determined in good faith any reasonable comments by the Company for all purposes of the Purchaser Closing (on behalf provided that nothing in this Section 2.3(a) shall in any way limit the rights of the Purchaser Parties) to Parties in connection with the Estimated Closing Statement notified to it at least three (3) Business Days prior to the Closing Date, and, to the extent the Seller and the Purchaser (on behalf final determination of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice to the Closing StatementPurchase Price in accordance with Section 2.3(c), such changes shall amend the ). The Estimated Closing Statement and the resulting Estimated Purchase Price for all purposes hereunderestimates and calculations contained therein shall be prepared in accordance with Section 2.3(e).