Common use of Estimated Statement Clause in Contracts

Estimated Statement. At least three Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer and the Paying Agent a reasonably detailed statement (the “Estimated Statement”) in form and substance reasonably acceptable to Buyer containing: (i) the Company’s good faith estimate of: (A) the Working Capital as of immediately prior to the Closing (the “Estimated Working Capital”), (B) the aggregate amount of Indebtedness of the Acquired Companies as of immediately prior to the Closing (the “Estimated Indebtedness”), (C) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Cash as of immediately prior to Closing (the “Estimated Cash”), (E) the Company Taxes Payable (the “Estimated Company Taxes Payable”) and (F) the Company’s calculation of the Initial Merger Consideration, in each case, prepared in accordance with GAAP, the accounting policies, principles and procedures set forth on Exhibit G (the “Accounting Principles”) and the definitions set forth in this Agreement (with the terms of the Accounting Principles and this Agreement taking precedence if they are not in accordance with GAAP); and (ii) the Payout Spreadsheet. The Estimated Statement and Payout Spreadsheet shall be based upon the records of the Company and other information then available and the Company shall provide Buyer and its representatives reasonable access during normal business hours and upon reasonable notice to the records of the Company and such information used to prepare the Estimated Statement and Payout Spreadsheet and its personnel to allow Buyer to verify the Estimated Statement and Payout Spreadsheet. Each of the Company, Representative (on behalf of the Effective Time Holders), Buyer and Merger Sub acknowledge and agree that each of them and the Paying Agent will have the right to rely on the Payout Spreadsheet as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer, Merger Sub and the Company at the Closing. None of Buyer, Merger Sub, the Paying Agent or the Surviving Corporation will have any Liability with respect to the allocation of proceeds among the Effective Time Holders resulting from any payments made to such Persons pursuant to the Payout Spreadsheet. The Effective Time Holders, by approving this Agreement, irrevocably on behalf of all holders of Company Stock or Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Representative, Buyer, the Surviving Corporation, the Paying Agent and the other holders of Company Stock and Company Options to ensure that each such Person receives its respective portion of any Merger Consideration that it is entitled to receive pursuant to the terms of this Agreement.

Estimated Statement. At least three No later than five (5) Business Days prior to the anticipated Initial Closing Date, the Company Seller shall prepare and deliver to Buyer ABG Purchaser a written statement setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the Paying Agent applicable definitions set forth herein: (i) the aggregate amount of all Cash of each member of the Acquired Group to be transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of the Measurement Time (without giving effect to any cash dividends and distributions following the Initial Closing and prior to the Measurement Time), (ii) Indebtedness of each member of the Acquired Group to be transferred at the Initial Closing or otherwise included in Assumed Liabilities to be transferred at the Initial Closing, calculated as of immediately prior to the Initial Closing, (iii) Working Capital of the Business to be transferred at the Initial Closing, calculated as of the Measurement Time and (iv) Unpaid Company Transaction Expenses of each member of the Acquired Group transferred at the Initial Closing, together with a reasonably detailed statement calculation of the Closing Date Purchase Price based on such amounts, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein, together with reasonable supporting detail therefor (the “Estimated Statement”) in form and substance reasonably acceptable to Buyer containing: (i) the Company’s good faith estimate of: (A) the Working Capital as of immediately prior ); provided, however, that with respect to the Closing foregoing clauses (the “Estimated Working Capital”i)-(iv), (B) such items shall be prepared separately for the aggregate amount of Indebtedness Sports Apparel Business, on the one hand, and the remainder of the Acquired Companies as Business to be transferred at the Initial Closing, on the other hand. Following delivery of immediately prior the Estimated Statement, Seller shall, upon the written request of ABG Purchaser, promptly make financial records of Seller and its Affiliates to the Closing (extent reasonably related to the “Estimated Indebtedness”)preparation of, (C) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Cash as of immediately prior to Closing (the “Estimated Cash”), (E) the Company Taxes Payable (the “Estimated Company Taxes Payable”) and (F) the Company’s calculation of the Initial Merger Consideration, in each case, prepared in accordance with GAAPor otherwise reasonably related to, the accounting policies, principles Estimated Statement available to ABG Purchaser and procedures set forth its Representatives in connection therewith (subject to the execution of customary work access letters if required by applicable accountants). ABG Purchaser shall have the opportunity to comment on Exhibit G (and request reasonable changes to the “Accounting Principles”) foregoing estimates and the definitions calculations set forth in this Agreement (the Estimated Statement, and Seller shall consider in good faith any comments made by ABG Purchaser with respect to the terms of calculations set forth in the Accounting Principles and this Agreement taking precedence if they are not in accordance with GAAP); and (ii) the Payout Spreadsheet. The Estimated Statement and Payout Spreadsheet shall be based upon the records of the Company and other information then available and the Company shall provide Buyer and its representatives reasonable access during normal business hours and upon reasonable notice and, to the records extent Seller agrees to any such comments, incorporate the same into the Estimated Statement; provided that, for the avoidance of the Company and doubt, absent manifest error, Seller shall have no obligation to agree to or incorporate any such information used to prepare comments into the Estimated Statement and Payout Spreadsheet and its personnel to allow Buyer to verify in no event shall any review, comment or request on or in respect of the Estimated Statement and Payout Spreadsheet. Each of by Purchaser, or any dispute related thereto, prevent or delay the Company, Representative (on behalf of the Effective Time Holders), Buyer and Merger Sub acknowledge and agree that each of them and the Paying Agent will have the right to rely on the Payout Spreadsheet as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer, Merger Sub and the Company at the Initial Closing. None of Buyer, Merger Sub, the Paying Agent or the Surviving Corporation will have any Liability with respect to the allocation of proceeds among the Effective Time Holders resulting from any payments made to such Persons pursuant to the Payout Spreadsheet. The Effective Time Holders, by approving this Agreement, irrevocably on behalf of all holders of Company Stock or Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Representative, Buyer, the Surviving Corporation, the Paying Agent and the other holders of Company Stock and Company Options to ensure that each such Person receives its respective portion of any Merger Consideration that it is entitled to receive pursuant to the terms of this Agreement.

Estimated Statement. At least Not less than three (3) Business Days prior to the anticipated Closing Date, the Company shall prepare and deliver to the Buyer and the Paying Agent a reasonably detailed statement (the “"Estimated Statement”) in form and substance reasonably acceptable to Buyer containing: "), setting forth its good faith calculation of: (i) the Company’s good faith estimate of: Cash as of 12:01 a.m. Eastern Time on the Closing Date (Asuch estimate, the "Estimated Cash"); (ii) the Net Working Capital as of 12:01 a.m. Eastern Time on the Closing Date (such estimate, the "Estimated Working Capital") and the resulting Closing Date Working Capital Adjustment Amount; (iii) the Company Debt outstanding as of immediately prior to the Closing (such estimate, the “"Estimated Working Capital”Company Debt"); and (iv) the unpaid portion of the Selling Expenses as of the Closing (such estimate, the "Estimated Selling Expenses"), including the name of each payee, the amount to be paid to each payee and wire transfer instructions for each payee. Three (3) Business Days prior to the Closing, the Company shall deliver to the Buyer customary payoff letters (the "Payoff Letters") executed by the lenders, agents or other applicable holders in respect of the Estimated Company Debt which is to be repaid pursuant to Section 2.2(c), which Payoff Letters will provide for (A) the payment in full of the underlying Company Debt and (B) the aggregate amount release and discharge, in full, of Indebtedness all guarantees and Liens in connection with such Company Debt relating to the assets and properties of the Acquired Companies as that secure the obligations thereunder upon payment of immediately prior the amounts due thereunder (and an undertaking by the applicable agents to the Closing (the “Estimated Indebtedness”)thereupon file, (C) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Cash as of immediately prior to Closing (the “Estimated Cash”), (E) the Company Taxes Payable (the “Estimated Company Taxes Payable”) and (F) or permit the Company’s , the Buyer or their designees to file, all applicable UCC-3 termination statements, intellectual property security releases, mortgage releases or similar releases with respect thereto). The Company's good faith calculation of Estimated Cash and Estimated Working Capital set forth in the Initial Merger Consideration, in each case, Estimated Statement will be prepared in accordance with GAAP, the accounting policies, principles and procedures set forth on Exhibit G (Accounting Methodologies. Following the “Accounting Principles”) and the definitions set forth in this Agreement (with the terms delivery of the Accounting Principles and this Agreement taking precedence if they are not in accordance with GAAP); and (ii) the Payout Spreadsheet. The Estimated Statement and Payout Spreadsheet shall be based upon the records of the Company and other information then available and Statement, the Company shall provide cooperate with and make available to the Buyer and its representatives reasonable access during normal business hours all information, records, data and upon reasonable notice to working papers and personnel, as may be reasonably required in connection with the records analysis of the Company and such information used to prepare the Estimated Statement and Payout Spreadsheet the resolution of any dispute related to the Estimated Statement. Prior to Closing, the Parties shall cooperate in good faith to answer any questions and resolve any issues raised by the Buyer and its personnel to allow Buyer to verify representatives in connection with their review of the Estimated Statement and Payout Spreadsheet. Each of the Company, Representative (on behalf of the Effective Time Holders), Buyer and Merger Sub acknowledge and agree that each of them and the Paying Agent will have the right to rely on the Payout Spreadsheet as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer, Merger Sub and the Company at the Closing. None of Buyer, Merger Sub, the Paying Agent or the Surviving Corporation will have any Liability with respect to the allocation of proceeds among the Effective Time Holders resulting from any payments made to such Persons pursuant to the Payout Spreadsheet. The Effective Time Holders, by approving this Agreement, irrevocably on behalf of all holders of Company Stock or Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Representative, Buyer, the Surviving Corporation, the Paying Agent and the other holders of Company Stock and Company Options to ensure that each such Person receives its respective portion of any Merger Consideration that it is entitled to receive pursuant to the terms of this AgreementStatement.

Estimated Statement. At least three No later than five (5) Business Days prior to the Closing DateClosing, the Company Sellers shall prepare and deliver to Buyer and the Paying Agent Purchaser (a) a reasonably detailed written statement (the “Estimated Statement”) in form and substance reasonably acceptable to Buyer containing: setting forth (x) its good faith estimate of each of the following as of the Measurement Time: (i) Cash, (ii) Funded Debt, including each item of Repaid Indebtedness and the Company’s good faith estimate of: payoff amounts with respect thereto, together with a correct and complete list of all items of Funded Debt, (Aiii) the Working Capital as and (iv) Unpaid Company Transaction Expenses, including the amounts owed to each obligee thereof (and including a computation of immediately prior all of the employer portion of any employment, payroll or similar Taxes or other statutorily required payments with respect to the Closing (the “Estimated Working Capital”any such Unpaid Company Transaction Expenses), (B) the aggregate amount of Indebtedness of the Acquired Companies as of immediately prior to the Closing (the “Estimated Indebtedness”), (C) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Cash as of immediately prior to Closing (the “Estimated Cash”), (E) the Company Taxes Payable (the “Estimated Company Taxes Payable”) and (F) the Company’s together with a calculation of the Initial Merger ConsiderationClosing Date Purchase Price based on such amounts and reasonable supporting detail for the calculation of such amounts, in and (y) the wire transfer instructions for each case, prepared account necessary for each payment to be made by Purchaser at the Closing in accordance with GAAPthe terms and conditions of this Agreement, and (b) drafts of the Payoff Letters (if applicable). Purchaser and the Sellers agree that, during the period from the delivery of the Estimated Statement through the Closing Date, the accounting policiesSellers shall, principles and procedures set forth on Exhibit G (the “Accounting Principles”) and the definitions set forth in this Agreement (with the terms of the Accounting Principles and this Agreement taking precedence if they are not in accordance with GAAP); and (ii) the Payout Spreadsheet. The Estimated Statement and Payout Spreadsheet shall be based upon the records of the Company and other information then available and the Company shall cause their respective Representatives to, provide Buyer Purchaser and its representatives Representatives reasonable access during normal business hours and upon reasonable notice to the records books, records, work papers, and other supporting data of the Company and such information used to prepare Group for purposes of Purchaser’s review of the Estimated Statement and Payout Spreadsheet the calculations set forth therein, and its personnel Seller shall consider in good faith any comments to allow Buyer to verify the Estimated Statement made by Purchaser. If Seller and Payout Spreadsheet. Each of Purchaser agree on any changes to the CompanyEstimated Statement, Representative (on behalf of the Effective Time Holders), Buyer and Merger Sub acknowledge and agree that each of them and the Paying Agent will have the right to rely on the Payout Spreadsheet as setting forth a true, complete and accurate listing of all amounts due such revisions shall be deemed to be paid by Buyer, Merger Sub and the Company at the Closing. None of Buyer, Merger Sub, the Paying Agent or the Surviving Corporation will have any Liability with respect made to the allocation Estimated Statement for purposes of proceeds among this Section 1.03 and for purposes of determining the Effective Time Holders resulting from any payments made to such Persons and deliveries required pursuant to the Payout SpreadsheetSection 1.02(c). The Effective Time Holders, by approving this Agreement, irrevocably on behalf of all holders of Company Stock or Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Representative, Buyer, the Surviving Corporation, the Paying Agent and the other holders of Company Stock and Company Options to ensure that each such Person receives its respective portion of any Merger Consideration that it is entitled to receive pursuant to the terms of this Agreement.SECTION 1.04

Estimated Statement. At least three No later than five (5) Business Days prior to the anticipated Initial Closing Date, the Company Seller shall prepare and deliver to Buyer ABG Purchaser a written statement setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the Paying Agent applicable definitions set forth herein: (i) the aggregate amount of all Cash of each member of the Acquired Group to be transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of the Measurement Time (but giving effect to any cash dividends and distributions following the Measurement Time and prior to the Initial Closing Date), (ii) Indebtedness of each member of the Acquired Group to be transferred at the Initial Closing or otherwise included in Assumed Liabilities to be transferred at the Initial Closing, calculated as of immediately prior to the Initial Closing, (iii) Working Capital of the Business to be transferred at the Initial Closing, calculated as of the Measurement Time and (iv) Unpaid Company Transaction Expenses of each member of the Acquired Group transferred at the Initial Closing, together with a reasonably detailed statement calculation of the Closing Date Purchase Price based on such amounts, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein, together with reasonable supporting detail therefor (the “Estimated Statement”) in form and substance reasonably acceptable to Buyer containing: (i) the Company’s good faith estimate of: (A) the Working Capital as of immediately prior ); provided, however, that with respect to the Closing foregoing clauses (the “Estimated Working Capital”i)-(iv), (B) such items shall be prepared separately for the aggregate amount of Indebtedness Sports Apparel Business, on the one hand, and the remainder of the Acquired Companies as Business to be transferred at the Initial Closing, on the other hand. Following delivery of immediately prior the Estimated Statement, Seller shall, upon the written request of ABG Purchaser, promptly make financial records of Seller and its Affiliates to the Closing (extent reasonably related to the “Estimated Indebtedness”)preparation of, (C) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Cash as of immediately prior to Closing (the “Estimated Cash”), (E) the Company Taxes Payable (the “Estimated Company Taxes Payable”) and (F) the Company’s calculation of the Initial Merger Consideration, in each case, prepared in accordance with GAAPor otherwise reasonably related to, the accounting policies, principles Estimated Statement available to ABG Purchaser and procedures set forth its Representatives in connection therewith (subject to the execution of customary work access letters if required by applicable accountants). ABG Purchaser shall have the opportunity to comment on Exhibit G (and request reasonable changes to the “Accounting Principles”) foregoing estimates and the definitions calculations set forth in this Agreement (the Estimated Statement, and Seller shall consider in good faith any comments made by ABG Purchaser with respect to the terms of calculations set forth in the Accounting Principles and this Agreement taking precedence if they are not in accordance with GAAP); and (ii) the Payout Spreadsheet. The Estimated Statement and Payout Spreadsheet shall be based upon the records of the Company and other information then available and the Company shall provide Buyer and its representatives reasonable access during normal business hours and upon reasonable notice and, to the records extent Seller agrees to any such comments, incorporate the same into the Estimated Statement; provided that, for the avoidance of the Company and doubt, absent manifest error, Seller shall have no obligation to agree to or incorporate any such information used to prepare comments into the Estimated Statement and Payout Spreadsheet and its personnel to allow Buyer to verify in no event shall any review, comment or request on or in respect of the Estimated Statement and Payout Spreadsheet. Each of by Purchaser, or any dispute related thereto, prevent or delay the Company, Representative (on behalf of the Effective Time Holders), Buyer and Merger Sub acknowledge and agree that each of them and the Paying Agent will have the right to rely on the Payout Spreadsheet as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer, Merger Sub and the Company at the Initial Closing. None of Buyer, Merger Sub, the Paying Agent or the Surviving Corporation will have any Liability with respect to the allocation of proceeds among the Effective Time Holders resulting from any payments made to such Persons pursuant to the Payout Spreadsheet. The Effective Time Holders, by approving this Agreement, irrevocably on behalf of all holders of Company Stock or Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Representative, Buyer, the Surviving Corporation, the Paying Agent and the other holders of Company Stock and Company Options to ensure that each such Person receives its respective portion of any Merger Consideration that it is entitled to receive pursuant to the terms of this Agreement.

Estimated Statement. The parties hereto have contemplated that the Company will have net working capital as of the Closing (the “Closing Net Working Capital”), as calculated in accordance with this Agreement and in accordance with and as set forth on the Form Working Capital Statement attached hereto as Schedule 1.9 (the “Form Working Capital Statement”) of seven million US Dollars ($7,000,000) (the “Net Working Capital Target”). At least three (3) Business Days prior to the Closing DateClosing, the Company shall prepare and deliver to Buyer and the Paying Agent Parent (i) a reasonably detailed written statement (the “Estimated Statement”) in form and substance reasonably acceptable to Buyer containing: setting forth (iA) the Company’s good faith estimate of: of the amount of the Closing Net Working Capital (Athe “Estimated Net Working Capital”), (B) its cash position as of the Closing Date and (C) the Working Capital as amount of dividends to be paid out to the Company’s stockholders immediately prior to the Closing (the “Estimated Working CapitalClosing Dividend”), and (ii) a final estimated unaudited consolidated balance sheet as of the Closing Date of the Company prepared in accordance with GAAP (except as related to deferred tax asset balances which shall be in a manner consistent with the Interim Balance Sheet) (the “Closing Balance Sheet”), together with such schedules and data with respect to the determination thereof as may be appropriate to support such Estimated Statement and the Closing Balance Sheet. The amount of the Closing Dividend shall be determined such that (A) the Estimated Net Working Capital shall not be lower than the Net Working Capital Target, and (B) the aggregate total amount of Indebtedness the Closing Dividend and the Aggregate Employee Transaction Bonus Amount shall in no event be greater than the lower of (i) the amount of cash at hand as of the Acquired Companies as of immediately prior to the Closing (the “Estimated Indebtedness”)Closing, (C) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Cash as of immediately prior to Closing (the “Estimated Cash”), (E) the Company Taxes Payable (the “Estimated Company Taxes Payable”) and (F) the Company’s calculation of the Initial Merger Consideration, in each case, prepared in accordance with GAAP, the accounting policies, principles and procedures set forth on Exhibit G (the “Accounting Principles”) and the definitions set forth in this Agreement (with the terms of the Accounting Principles and this Agreement taking precedence if they are not in accordance with GAAP); and or (ii) the Payout Spreadsheetten million US Dollars ($10,000,000). The Estimated Statement and Payout Spreadsheet Closing Balance Sheet shall be based upon signed by the Chief Executive Officer and the Chief Financial Officer of the Company. Following delivery of the Estimated Statement and the Closing Balance Sheet, the Company shall provide Parent and its representatives with reasonable access to the offices, books and records of the Company and other information then available the independent auditors of the Company, to verify the accuracy of such amounts in accordance with this Agreement, all to the extent deemed reasonably necessary by Parent. In the event that Parent does not agree with the Company’s calculations of the Estimated Net Working Capital and the Closing Balance Sheet, the Company and Parent shall negotiate in good faith to mutually agree on acceptable estimates, and the Company shall provide Buyer and its representatives reasonable access during normal business hours and upon reasonable notice consider in good faith any proposed comments or changes that Parent may reasonably suggest; provided, however, that the Company’s failure to include any changes proposed by Parent, or the records acceptance by Parent of the Company and Estimated Statement, shall not limit or otherwise affect Parent’s remedies under this Agreement, including Parent’s right to include such information used to prepare changes or other changes in the Closing Statement, or constitute an acknowledgment by Parent of the accuracy of the Estimated Statement and Payout Spreadsheet and its personnel or Closing Balance Sheet. The “Negative Net Working Capital Adjustment” shall mean the amount by which Estimated Net Working Capital is less than the Net Working Capital Target. Schedule 1.9 to allow Buyer to verify the Estimated Statement and Payout Spreadsheet. Each this Agreement contains hypothetical examples of the Company, Representative (on behalf calculations of the Effective Time Holders), Buyer and Merger Sub acknowledge and agree that each of them Closing Net Working Capital and the Paying Agent will have the right to rely on the Payout Spreadsheet as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer, Merger Sub and the Company at the Closing. None of Buyer, Merger Sub, the Paying Agent or the Surviving Corporation will have any Liability with respect to the allocation of proceeds among the Effective Time Holders resulting from any payments made to such Persons pursuant to the Payout Spreadsheet. The Effective Time Holders, by approving this Agreement, irrevocably on behalf of all holders of Company Stock or Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Representative, Buyer, the Surviving Corporation, the Paying Agent and the other holders of Company Stock and Company Options to ensure that each such Person receives its respective portion of any Merger Consideration that it is entitled to receive pursuant to the terms of this AgreementClosing Dividend.

Estimated Statement. At least three As of the close of business on the fifth (5th) Business Days prior to Day immediately preceding the Closing Date, the Company shall prepare and Seller will deliver to Buyer and the Paying Agent Purchaser a reasonably detailed statement (the “Estimated Statement”) in form and substance reasonably acceptable to Buyer containing: setting forth (A) Seller’s reasonable good faith estimate of (i) the Company’s good faith estimate of: sum of (Aw) Accounts Receivable, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), (x) prepaid expenses of the Business, (y) Inventory, net of applicable reserves (to the extent such reserves are not reflected in clause (ii) below), and (z) other current assets of the Business, minus (ii) the Working Capital sum of (x) Accounts Payable, (y) accrued compensation of the Business, and (z) other current liabilities of the Business (excluding Excluded Liabilities and the current portion of any indebtedness referred to in clause (x) of Section 3.1(b)), in each case, calculated as of immediately prior to the Closing Date in accordance with the accounting principles and methodologies (including GAAP) employed by Seller in preparing the Business Balance Sheet and those set forth on Schedule 3.1(b) consistently applied (such amount generally, “Working Capital,” and such amount estimated as of the Closing Date, the “Estimated Working Capital”), and (B) the aggregate amount of Indebtedness of the Acquired Companies as of immediately prior to the Closing (the “Estimated Indebtedness”), (C) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Cash as of immediately prior to Closing (the “Estimated Cash”), (E) the Company Taxes Payable (the “Estimated Company Taxes Payable”) and (F) the Company’s calculation of the Initial Merger ConsiderationPreliminary Purchase Price, in each case, prepared in accordance with GAAP, as adjusted pursuant to this Section 3.1(b)(i) (including (i) the accounting policies, principles and procedures set forth on Exhibit G amount of indebtedness of the Transferred Subsidiaries (the “Accounting Principles”other than any indebtedness owed by a Transferred Subsidiary to another Transferred Subsidiary) and the definitions set forth in this Agreement (with the terms of the Accounting Principles indebtedness under Capital Leases and this Agreement taking precedence if they are not in accordance with GAAP); and (ii) the Payout Spreadsheetamount of cash of the Transferred Subsidiaries, in each case estimated as of the Closing Date). The Estimated Statement and Payout Spreadsheet shall be based upon signed by Seller’s Chief Financial Officer and accompanied by reasonable supporting documentation. Purchaser shall have the records of the Company and other information then available and the Company shall provide Buyer and its representatives reasonable access during normal business hours and upon reasonable notice right to the records of the Company and such information used to prepare review the Estimated Statement and Payout Spreadsheet such supporting documentation or data of Seller and its personnel Subsidiaries as Purchaser may reasonably request. In the event that Purchaser does not agree with Seller’s estimate, Seller and Purchaser shall negotiate in good faith to allow Buyer mutually agree on an acceptable estimate of the Estimated Working Capital, and Seller shall consider in good faith any proposed comments or changes that Purchaser may reasonably suggest; provided, however, that Seller’s failure to verify include in the Estimated Statement and Payout Spreadsheet. Each any changes proposed by Purchaser, or the acceptance by Purchaser of the CompanyEstimated Statement, Representative (on behalf of the Effective Time Holders), Buyer and Merger Sub acknowledge and agree that each of them and the Paying Agent will have the right to rely on the Payout Spreadsheet as setting forth a true, complete and accurate listing of all amounts due to be paid by Buyer, Merger Sub and the Company at the Closing. None of Buyer, Merger Sub, the Paying Agent shall not limit or the Surviving Corporation will have any Liability with respect to the allocation of proceeds among the Effective Time Holders resulting from any payments made to such Persons pursuant to the Payout Spreadsheet. The Effective Time Holders, by approving otherwise affect Purchaser’s remedies under this Agreement, irrevocably on behalf including Purchaser’s right to include such changes or other changes in the Closing Date Statement, or constitute an acknowledgment by Purchaser of all holders the accuracy of Company Stock or Company Options, agree that all holders of Company Stock or Company Options will cooperate with the Representative, BuyerEstimated Statement. If the Estimated Working Capital is less than the Target Working Capital, the Surviving CorporationPreliminary Purchase Price payable by Purchaser to Seller at Closing shall be reduced by the amount of such shortfall, and if the Estimated Working Capital is greater than the Target Working Capital, the Paying Agent and Preliminary Purchase Price payable by Purchaser to Seller at Closing shall be increased by the other holders amount of Company Stock and Company Options to ensure such excess; provided, however, that each if the amount of such Person receives its respective portion reduction or increase is less than One Million Dollars ($1,000,000), then for purposes of any Merger Consideration that it is entitled to receive pursuant this Section 3.1(b)(i), no adjustment shall be made to the terms of this AgreementPreliminary Purchase Price.