Common use of Initial Closing Statement Clause in Contracts

Initial Closing Statement. At least four (4) Business Days prior to the Closing Date, the Company has delivered to Buyer a statement (the “Initial Closing Statement”) of the Company setting forth, in reasonable detail and consistent with the definitions set forth herein, the following: (i) the Company’s good faith estimate of the Working Capital as of the Adjustment Time (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistency), and the amount of any Estimated Working Capital Surplus or Estimated Working Capital Deficiency; (ii) the Company’s good faith estimate of the Closing Cash (“Estimated Closing Cash”); (iii) the Company’s good faith estimate of the Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iv) the Company’s good faith estimate of the aggregate Seller Transaction Expenses as of immediately prior to the Closing (the “Estimated Seller Transaction Expenses”), together with a description and the amount of each element thereof; (v) the Company’s good faith estimate of the Aggregate Company-Backed Phantom Unit Amount; (vi) the Company's good faith estimate of the Aggregate Warrant Amount; (vii) the Company’s calculation of the Estimated Cash Purchase Price and the Estimated Purchase Price based on the foregoing; and (viii) the Company’s allocation of such Estimated Purchase Price (as a dollar amount and as a percentage), including the allocation of the Stock Consideration and the Estimated Cash Purchase Price, among the Sellers, Warrant Holders and the Phantom Holders in accordance with the Distribution Methodology.

Initial Closing Statement. At least four (4a) Business Days prior to Within 60 days after the Closing Date, Purchaser shall prepare in good faith and deliver to Seller statements of (i) Working Capital, (ii) Indebtedness of the Company has delivered to Buyer a statement and (iii) the RSAM Shortfall, in each case as of the Closing (collectively, the “Initial Closing Statement”) of the Company setting forth, in reasonable detail and consistent with the definitions set forth herein, the following: (i) the Company’s good faith estimate of the Working Capital as of the Adjustment Time (the “Estimated Working Capital”) (). The Initial Closing Statement shall be prepared in accordance with the Working Capital Schedule attached hereto Accounting Principles and in accordance with GAAP, in each case applied consistently with their application in connection with the preparation of the Business Financial Statements, as modified by the Accounting Principles. (b) Following the date on which the Initial Closing Statement is delivered through the date that the Final Closing Statement becomes final and binding, Seller and its Representatives shall be permitted reasonable access during normal business hours upon reasonable advance written notice, in such a manner as not to unreasonably interfere with the normal operations of the Business, to the relevant financial books, records and work papers of the Company relating to the Business, and Purchaser shall, and shall cause its Affiliates (including the Company) and its and their respective employees, accountants and other Representatives to, cooperate with and assist Seller and its Representatives in connection with Seller’s review of the Initial Closing Statement, including by making available accounting and financial personnel in order to respond to the inquiries of the Seller and its Representatives to the extent reasonably requested in connection with the review and objection right contemplated in Section 2.6; provided that the accountants of Purchaser and its Affiliates shall not be obliged to make any books, records, work papers or personnel available to Seller and its Affiliates except in accordance with such accountant’s normal disclosure procedures and then only after Seller or its Affiliate, as applicable, has signed a customary agreement relating to such access to books, records, work papers and personnel. (c) Purchaser agrees that, following the event of a conflict Closing through the date that the Final Closing Statement becomes final and binding, it will not take or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern permit to be taken any actions with respect to such conflict any accounting books, records, policies or inconsistency)procedures on which the Business Financial Statements or the Initial Closing Statement is based, and or on which the Final Closing Statement is to be based, that would impede or delay the determination of the amount of any Estimated Working Capital Surplus Capital, Indebtedness of the Company or Estimated Working Capital Deficiency; (ii) the Company’s good faith estimate RSAM Shortfall, in each case, as of the Closing Cash (“Estimated or the preparation of any Notice of Disagreement or the Final Closing Cash”); (iii) Statement in the Company’s good faith estimate of manner and utilizing the Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iv) the Company’s good faith estimate of the aggregate Seller Transaction Expenses as of immediately prior to the Closing (the “Estimated Seller Transaction Expenses”), together with a description and the amount of each element thereof; (v) the Company’s good faith estimate of the Aggregate Company-Backed Phantom Unit Amount; (vi) the Company's good faith estimate of the Aggregate Warrant Amount; (vii) the Company’s calculation of the Estimated Cash Purchase Price and the Estimated Purchase Price based on the foregoing; and (viii) the Company’s allocation of such Estimated Purchase Price (as a dollar amount and as a percentage), including the allocation of the Stock Consideration and the Estimated Cash Purchase Price, among the Sellers, Warrant Holders and the Phantom Holders in accordance with the Distribution Methodologymethods provided by this Agreement.

Initial Closing Statement. At least four five (45) Business Days days prior to the Closing Date, the Company has delivered shall deliver to Buyer a statement certificate (the “Initial Closing Statement”) of the Company setting forthsigned by an officer of the Company certifying as to the accuracy and completeness (or, in reasonable detail and consistent with the definitions set forth hereincase of an estimate, the followingcompleteness and good faith nature of such estimate and providing the calculation thereof) of: (i) the Company’s good faith estimate estimated Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (ii) the estimated Working Capital as of the Adjustment Time (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistencyas Exhibit C), and the amount of any Estimated Working Capital Surplus or Estimated Working Capital Deficiency; (ii) , as the Company’s good faith estimate case may be, together with a description and the amount of the Closing Cash (“Estimated Closing Cash”)each element thereof; (iii) the Company’s good faith estimate of the estimated Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iv) the Company’s good faith estimate of the estimated aggregate Seller Sellers Transaction Expenses as of immediately prior to the Closing (the “Estimated Seller Sellers Transaction Expenses”), together with a description and the amount of each element thereof;; and (v) the Company’s good faith estimate as of the Aggregate Company-Backed Phantom Unit Amount;Closing Date and immediately prior to the Closing: (viA) (i) a true and complete list of the record and beneficial holders of issued and outstanding Shares, number of Shares held by each Seller and the respective certificate numbers thereof; and (ii) a true and complete list of all outstanding Company Options and Company Warrants, including the name of the Person to whom such Company Options and/or Company Warrant has been issued and whether such Person was an employee of the Company at the time of such issuance, the number of shares of Company Common Stock issuable upon the exercise of such Company Option and/or Company Warrant, the per share exercise price for each Company Option and Company Warrant, and whether such Company Options are vested or unvested and the remaining vesting terms thereof; and (B) the Company's good faith estimate following amounts, calculated in accordance with applicable Law, the Company Organizational Documents, and all other Contract requirements of the Aggregate Warrant Amount; Company as of the Closing Date and immediately prior to the Closing: (viii) the Company’s calculation of the Estimated Option Consideration; (ii) the Exercise Amount for each In-the-Money Option; (iii) the portion of the Cash Closing Payment payable to the Optionholder, which shall be equal to the Optionholder’s Consideration Percentage Interest of the Cash Closing Payment; (iv) the Company’s calculation of the Warrant Consideration; (v) the Exercise Amount for each Company Warrant; (vi) the Warrant Purchase Price payable for each Company Warrant; (vii) the Adjusted Cash Purchase Price and the Estimated Purchase Price based on the foregoingPrice; and (viii) the Company’s allocation of such Estimated Purchase Price (as a dollar amount and as a percentage), including the allocation of the Stock Consideration and the Estimated Net Cash Purchase Price, among ; (ix) the Sellers, Warrant Holders Cash Closing Payment; (x) each Seller’s and the Phantom Holders Optionholder’s respective Consideration Percentage Interest; (xi) each Seller’s portion of the Cash Closing Payment, which shall be equal to such Seller’s Consideration Percentage Interest of the Cash Closing Payment; (xii) each Seller’s portion of the Cash Closing Payment reflecting, in accordance the case of Star2Star Holdings only, the reduction by an amount equal to the employer portion of any payroll, social security, unemployment and similar Taxes related to the Star2Star Holdings Options; (xiii) the Aggregate Exercise Amount; and (xiv) the number of shares of BFHL Closing Stock Consideration to be issued to BFHL, the number of shares of Star2Star Holdings Closing Stock Consideration to be issued to Star2Star Holdings and the number of shares of Optionholder Closing Stock Consideration to be issued to the Optionholder. The Initial Closing Statement shall be subject to reasonable review and comment by B▇▇▇▇. During the preparation of the Initial Closing Statement, the Company shall timely provide Buyer with such schedules and data with respect to the Distribution Methodologydetermination of the Initial Closing Statement as may be reasonably appropriate to support the calculations and estimates contained therein, along with any such other documents that Buyer may reasonably request related to such determination.

Initial Closing Statement. At least four (4) three Business Days (but no earlier than seven Business Days) prior to the Closing Date, the Company has delivered shall deliver to Buyer a statement certificate (the “Initial Closing Statement”) of the Company setting forthsigned by an officer of the Company certifying as to the accuracy and completeness (and in the case of an estimate, the completeness and good faith nature of such estimate and providing an illustration in reasonable detail and consistent with of the definitions set forth hereincalculation), in each case as of the followingAdjustment Time, of: (i) the Company’s good faith estimate of the estimated Working Capital as of the Adjustment Time (the “Estimated Working Capital”) (prepared in accordance with GAAP (subject to the Working Capital Schedule attached hereto GAAP Exception), as consistently applied in accordance with the Company’s past practices, and in a manner consistent with the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the “Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistencySchedule”), and the amount of any Estimated Working Capital Surplus or Estimated Working Capital Deficiency, as the case may be, together with a description and the amount of each element thereof; (ii) the Company’s good faith estimate of the Closing Cash (“Estimated Closing Cash”); (iii) the Company’s good faith estimate of the estimated Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iii) the estimated Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (iv) the Company’s good faith estimate of the estimated aggregate Seller Transaction Expenses as of immediately prior to the Closing (the “Estimated Seller Transaction Expenses”), together with a description and the amount of each element thereof; (v) the Company’s good faith estimate calculation of the Aggregate Company-Backed Phantom Unit Amount;Adjusted Purchase Price; and (vi) the Company's good faith estimate amount of the Aggregate Warrant Amount; (viiA) the Company’s calculation of the Estimated Cash Adjusted Purchase Price to be paid to each Seller and the Estimated Purchase Price based on the foregoing; and (viii) the Company’s allocation of such Estimated Purchase Price (as a dollar amount and as a percentage), including the allocation of the Stock Consideration and the Estimated Cash Purchase Price, among the Sellers, Warrant Holders and the Phantom Holders Additional Seller in accordance with the Distribution Methodology, and (B) the amount of any required withholding (if any) with respect to each Seller and Additional Seller. Subject to Section 2.2(e), the Initial Closing Statement shall be subject to reasonable review and comment by Buyer and the Company shall consider in good faith any such comments; provided that the Company’s good faith determination thereof shall in all events control solely for purposes of submission of the Initial Closing Statement.

Initial Closing Statement. At least four three (43) Business Days prior to the Closing Date, the Company has delivered shall deliver to Buyer a statement certificate (the “Initial Closing Statement”) of the Company setting forthsigned by an officer of the Company certifying as to the accuracy and completeness (and in the case of an estimate, the completeness and good faith nature of such estimate and providing an illustration of the calculation), in reasonable detail and consistent with each case as of the definitions set forth hereinAdjustment Time, the following:of: US-DOCS\102662145.20 (i) the Company’s good faith estimate of the estimated Net Working Capital as of the Adjustment Time (the “Estimated Net Working Capital”) (prepared in accordance with the Net Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistencySchedule), and the amount of any Estimated Net Working Capital Surplus or Estimated Net Working Capital Deficiency, as the case may be, together with a description and the amount of each element thereof; (ii) the Company’s good faith estimate estimated Closing Indebtedness (the “Estimated Closing Indebtedness”) (prepared in accordance with the Indebtedness Schedule), together with a description and the amount of each element thereof; (iii) the estimated Closing Cash (“Estimated Closing Cash”); (iii) the Company’s good faith estimate of the Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iv) the Company’s good faith estimate of the aggregate estimated Seller Transaction Expenses as of immediately prior to the Closing (the “Estimated Seller Transaction Expenses”), together with a description and the amount of each element thereof; (v) the Company’s good faith estimate calculation of the Aggregate Company-Backed Phantom Unit Amount;Adjusted Purchase Price, together with a description and the amount of each element thereof; and (vi) the Company's good faith estimate amount of the Aggregate Warrant Amount; (vii) the Company’s calculation of the Estimated Cash Adjusted Purchase Price and the Estimated Purchase Price based on the foregoing; and (viii) the Company’s allocation of such Estimated Purchase Price (as a dollar amount and as a percentage), including the allocation of the Stock Consideration and the Estimated Cash Purchase Price, among the Sellers, Warrant Holders and the Phantom Holders to be paid to each Seller at Closing in accordance with the Distribution MethodologyPayment Allocation Certificate. The Initial Closing Statement shall be subject to Buyer’s review and approval, which shall not be unreasonably withheld, conditioned or delayed, provided, however, that in the event that Buyer’s approval is not received prior to the Closing, and all of the other conditions to Buyer’s obligation to implement the Closing contained herein have otherwise been satisfied or waived, Buyer shall be deemed to have approved the Initial Closing Statement initially delivered by the Company for all purposes of this Agreement and the Closing shall not be delayed or otherwise affected thereby.

Initial Closing Statement. At least four three (43) Business Days prior to the anticipated Closing Date, the Company has shall have delivered to Buyer a written statement (the “Initial Closing Statement”) of the Company setting forth, in reasonable detail and consistent with the definitions set forth herein, the following: (i) An estimated balance sheet of the Company as of the close of business on the day immediately prior to the Closing Date, reflecting thereon the Company’s good faith estimate of the Working Capital as all balance sheet items of the Adjustment Time Company (the “Estimated Working CapitalClosing Balance Sheet”) (prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistency), and the amount of any Estimated Working Capital Surplus or Estimated Working Capital Deficiency; (ii) the Company’s good a good-faith estimate of the Closing Cash (“Estimated Closing Cash”); (iii) the Company’s good faith estimate of the Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iii) a good-faith estimate of Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (iv) the Company’s good a good-faith estimate of the aggregate Seller Transaction Expenses as of immediately prior to the Closing (the “Estimated Seller Transaction Expenses”), together with a description and the amount of each element thereof;; ​ ​ (v) the Company’s good faith estimate resulting calculation of the Aggregate Company-Backed Phantom Unit Amount;Adjusted Purchase Price; and (vi) the Company's good faith estimate Distribution Methodology, which Distribution Methodology shall include (A) the amounts of the Aggregate Warrant Amount; (vii) the Company’s calculation of the Estimated Cash Adjusted Purchase Price and the Estimated Purchase Price based on the foregoing; and Milestone Payments, if any, allocated to each Seller in accordance with such Seller’s Pro Rata Portion and (viiiB) the Company’s allocation amounts of such any required withholding (if any) with respect to each Seller. The Estimated Purchase Price Closing Balance Sheet, Estimated Company Debt and Estimated Closing Cash shall be prepared (as a dollar amount and as a percentagei) in accordance with GAAP, consistently applied (except no footnotes shall be required), including and using the allocation same GAAP accounting principles, practices, methodologies and policies that were used to prepare the Financial Statements, provided that in the event of a conflict between GAAP and consistent application thereof in the Stock Consideration Financial Statements, GAAP shall prevail and the Estimated Cash Purchase Price, among the Sellers, Warrant Holders and the Phantom Holders (ii) in accordance with the Company Governing Documents and any other Contract containing terms and conditions applicable to any payments to be made at Closing in connection with this Agreement, the Ancillary Agreements and the transactions contemplated hereby and thereby. The Initial Closing Statement (including the Distribution Methodology) shall be accompanied by a certificate of the Company’s Chief Executive Officer certifying that (i) the Initial Closing Statement has been prepared, and all calculations of Estimated Company Debt, Estimated Closing Cash and Estimated Seller Transaction Expenses in the Initial Closing Statement have been made, in good faith in accordance with this Agreement and (ii) the Distribution Methodology is true, complete and correct in all respects on and as of the Closing Date. Buyer shall be entitled to rely on the Initial Closing Statement as the true, correct, complete and definitive calculation of all amounts payable by Buyer pursuant to this Agreement at the Closing and thereafter (including each Seller’s share of the Adjusted Purchase Price payable at Closing), and in no event shall Buyer or any of its Affiliates (including, after the Closing, the Company) have any liability to any Seller, any of their respective Affiliates or any other Person in respect of payments made at Closing or following the Closing in accordance with the terms of this Agreement as set forth on the Initial Closing Statement (including the Distribution Methodology).

Initial Closing Statement. At least four (4a) Business Days prior to Within sixty (60) days after the Closing Date, the Company has delivered Purchaser shall prepare in good faith and deliver to Buyer Seller a statement (the “Initial Closing Statement”) of the Company setting forth, forth in reasonable detail and consistent with the definitions set forth herein, the following: Purchaser’s calculation of (i) the Company’s good faith estimate of the Working Capital and the Closing Working Capital Adjustment as of the Adjustment Time (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting PrinciplesTime, the Accounting Principles shall govern with respect to such conflict or inconsistency), and the amount of any Estimated Working Capital Surplus or Estimated Working Capital Deficiency; (ii) the Company’s good faith estimate Indebtedness of the Closing Cash (“Estimated Closing Cash”); Transferred Entities as of immediately prior to the Closing, (iii) the Company’s good faith estimate of the Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iv) the Company’s good faith estimate of the aggregate Seller Unpaid Transaction Expenses as of immediately prior to the Closing Closing, and (iv) the “Estimated Seller Transaction Expenses”Specified Lease Reduction (if any), together along with a description and the amount of each element thereof; (v) the Company’s good faith estimate of the Aggregate Company-Backed Phantom Unit Amount; (vi) the Company's good faith estimate of the Aggregate Warrant Amount; (vii) the CompanyPurchaser’s calculation of the Estimated Cash Purchase Price and the Estimated Closing Purchase Price based on the foregoing; and foregoing (viii) collectively, the Company’s allocation of such Estimated Purchase Price (as a dollar amount and as a percentage“Initial Closing Statement”), including the allocation of the Stock Consideration and the Estimated Cash Purchase Price, among the Sellers, Warrant Holders and the Phantom Holders accompanied by reasonable supporting documentation. The Initial Closing Statement shall be prepared in good faith in accordance with the Distribution MethodologyTransaction Accounting Principles, using only the line-item categories for the calculation of Working Capital as are set forth on Annex A of Schedule I. Working Capital shall not include any line item categories not set forth on Annex A of Schedule I. Purchaser and Seller agree that the purpose of preparing and calculating the Working Capital and the Closing Working Capital Adjustment, Indebtedness and Unpaid Transaction Expenses hereunder is to measure changes in Working Capital and the Closing Working Capital Adjustment, Indebtedness and Unpaid Transaction Expenses without the introduction of new or different accounting methods, policies, practices, procedures, classifications, judgments or estimation methodologies from the Transaction Accounting Principles. (b) Following the Closing through the date that the Initial Closing Statement has become final and binding in accordance with Section 2.06(c), Seller and its Affiliates and Representatives shall be permitted to access and review the books, records and work papers of the Transferred Entities and Purchaser that are reasonably related to the calculation of the Working Capital, and Purchaser shall, and shall cause its Affiliates (including, following the Closing, the Transferred Entities) and Representatives to, cooperate with and assist Seller and its Affiliates and Representatives in connection with such review, including by providing access to such books, records and work papers and making available personnel to the extent requested, in each case, upon reasonable notice and during normal business hours. (c) Purchaser agrees that, following the Closing through the date that the Initial Closing Statement becomes final and binding in accordance with Section 2.06(c), it shall not take or permit to be taken any actions with respect to any accounting books, records, policies or procedures on which the Business Financial Information or the Initial Closing Statement are based, or on which the Final Closing Statement is to be based, that are inconsistent with the Transaction Accounting Principles or that would reasonably impede or delay the final determination of the amount of Working Capital as of 11:59 p.m. (New York City time) on the Closing Date or the preparation of any Notice of Disagreement or the Final Closing Statement in the manner and utilizing the methods provided by this Agreement.

Initial Closing Statement. At least four (4) three Business Days (but no earlier than seven Business Days) prior to the Closing Date, the Company has delivered ▇▇▇▇ shall deliver to Buyer a statement certificate (the “Initial Closing Statement”) of the Company setting forthMembers signed by an officer of each of the Company Members certifying as to the accuracy and completeness (and in the case of an estimate, the completeness and good-faith nature of such estimate and providing an illustration in reasonable detail and consistent with of the definitions set forth hereincalculation), in each case as of the followingAdjustment Time, of: (i) the Company’s good faith estimate of the estimated Working Capital as of the Adjustment Time (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistency), and the amount of any Estimated Working Capital Surplus or Estimated Working Capital Deficiency, as the case may be, together with a description and the amount of each element thereof; (ii) the Company’s good faith estimate of the Closing Cash (“Estimated Closing Cash”); (iii) the Company’s good faith estimate of the estimated Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iii) the estimated Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (iv) the Company’s good faith estimate of the estimated aggregate Seller Transaction Expenses as of immediately prior to the Closing (the “Estimated Seller Transaction Expenses”), together with a description and the amount of each element thereof; (v) the Company’s good faith estimate calculation of the Aggregate Company-Backed Phantom Unit Amount;Closing Cash Adjusted Purchase Price; and (vi) the Company's amount of (A) the Closing Cash Adjusted Purchase Price to be paid to Seller and (B) any required withholding (if any) with respect to the Seller. Subject to Section 2.2(e), the Initial Closing Statement shall be subject to reasonable review and comment by Buyer, and ▇▇▇▇ shall consider in good faith estimate any such comments; provided that ▇▇▇▇’▇ good-faith determination thereof shall in all events control solely for purposes of submission of the Aggregate Warrant Amount; (vii) the Company’s calculation of the Estimated Cash Purchase Price and the Estimated Purchase Price based on the foregoing; and (viii) the Company’s allocation of such Estimated Purchase Price (as a dollar amount and as a percentage), including the allocation of the Stock Consideration and the Estimated Cash Purchase Price, among the Sellers, Warrant Holders and the Phantom Holders in accordance with the Distribution MethodologyInitial Closing Statement.

Initial Closing Statement. At least four (4) five Business Days prior to the Closing Date, the Company has delivered Sellers shall deliver to Buyer an estimated combined balance sheet of the Acquired Companies as of the Adjustment Time (without giving effect to the transactions contemplated herein) along with a statement certificate (together with the such estimated combined balance sheet, the “Initial Closing Statement”) of Seller, executed on its behalf by an officer of Seller confirming that the Company Initial Closing Statement was properly prepared in good faith and in accordance with the Working Capital Schedule, and setting forth, in reasonable detail and consistent with each case as of the definitions set forth hereinAdjustment Time, the followingSellers’ good faith estimate of: (i) the Company’s good faith estimate of the estimated Working Capital as of the Adjustment Time (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto and the Accounting Principles; provided that in the event of a conflict or inconsistency between the methodologies in the Working Capital Schedule and the Accounting Principles, the Accounting Principles shall govern with respect to such conflict or inconsistencySchedule), and the amount of any Estimated Working Capital Surplus or Estimated Working Capital Deficiency, as the case may be, together with a description and the amount of each element thereof; (ii) the Company’s good faith estimate of the estimated Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (iii) the Company’s good faith estimate of the Company Debt estimated Closing Indebtedness, if any (the “Estimated Company DebtClosing Indebtedness”), together with a description and the amount of each element thereof; (iv) the Company’s good faith estimate of the estimated aggregate Seller Transaction Expenses as of immediately prior to the Closing Expenses, if any (the “Estimated Seller Transaction Expenses”), together with a description and the amount of each element thereof;; and (v) the Company’s good faith estimate of the Aggregate Company-Backed Phantom Unit Amount; (vi) the Company's good faith estimate of the Aggregate Warrant Amount; (vii) the Company’s Sellers’ calculation of the Estimated Cash Purchase Price and the Estimated Purchase Price based on the foregoing; and (viii) the Company’s allocation of such Estimated Purchase Price (as a dollar amount and as a percentage), including the allocation of the Stock Consideration and the Estimated Cash Adjusted Purchase Price, among the Sellers, Warrant Holders and the Phantom Holders in accordance with the Distribution Methodology.