Common use of Pre-Closing Deliveries Clause in Contracts

Pre-Closing Deliveries. (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and

Pre-Closing Deliveries. (i) At least ten Business Days prior Prior to the Closing, the Seller will furnish Entities shall have delivered to the Buyer a certificate statement (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate "Closing Date Indebtedness Statement"), signed on behalf of the Seller Entities by the Chief Financial Officer of each Seller Entity, setting forth, by creditor (including all creditors who are Affiliates or related parties of the Seller Entities), the aggregate amount of Indebtedness of the Seller Entities outstanding as of immediately prior to the Closing Net Working Capital; (iiincluding any amounts necessary to pay in full all obligations owing under any equipment lease listed on Schedule 2.1(e)(v), including any copier and printer lease listed thereon, for which a fully executed assignment agreement or consent to assignment will not be delivered to the Buyer at Closing) (the "Closing Date Indebtedness"), together with, to the extent required to release any Encumbrances on any of the Assets, copies of payoff letters from each such creditor in form and substance satisfactory to the Buyer (which shall include (A) the Estimated aggregate payment necessary to be made at Closing in order to satisfy in full the Indebtedness owed by the Seller Entity to such creditor, including all principal, interest, fees, prepayment penalties or other amounts due or owing with respect thereto, and (including Paid Indebtedness); (iiiB) an agreement by the estimated Seller’s Expenses that remain unpaid as creditor to release, and authorizing the Buyer and its representatives to release, any Encumbrances on any of the Closing; (iv) a good faith estimate Assets securing such Indebtedness upon payment of the Company Cash; and (vamount stated in the payoff letter, including the authorization to file UCC termination statements) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”"Required Payoff Letters"). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, wire transfer instructions for each holder of Closing Date Indebtedness, and will not include any changes in assets such additional documentation or liabilities information as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the TransactionsBuyer may reasonably request. The Seller shall (x) provide supporting documentation as may be reasonably requested by Entities hereby authorize the Buyer to take any and all actions that the Seller Entities are authorized to take pursuant to the terms of the Required Payoff Letters in order to allow it to review terminate any Encumbrances on any of the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; andAssets.

Pre-Closing Deliveries. (i) At least ten Business Days three business days prior to the Closing, the Seller will furnish to the Buyer Buyer: (i) a certificate signed by the Company (the “Estimated Closing Purchase Price Certificate”) setting forth (iA) a good faith estimate of each of the Estimated Closing Net Cash, Closing Indebtedness and Estimated Closing Working Capital, and (B) a calculation of the Estimated Closing Purchase Price based thereon; (ii) a payoff letter from each holder of Closing Indebtedness indicating the Estimated amount required to discharge such indebtedness at the Closing and, if any such Closing Indebtedness (including Paid Indebtedness)is secured, an undertaking by each such holder to discharge any Liens securing any portion of such indebtedness; (iii) final bills and wire transfer instructions from each payee of any portion of the estimated Seller’s Expenses that remain unpaid as of the ClosingExpenses; (iv) a good faith estimate schedule that provides a breakdown by recipient and amount of all Closing Sale Bonuses and by recipient and maximum eligible amount of all Earnout Sale Bonuses (the Earnout Sale Bonuses set forth on such schedule assume the full amount of the Company CashEarnout Payment is earned and actually received by the Seller); and (v) a reasonably detailed calculation flow of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts funds memorandum (the “Funds Flow”) that sets forth the applicable payees and wire instructions for all amounts payable under Section 1.4. Consummation of the Closing shall not be deemed to constitute the Buyer’s acceptance of the amounts described in the Estimated Purchase Price”). The Estimated Closing Purchase Price Certificate will be prepared in accordance with or the Calculation Principles, and will not include any changes in assets or liabilities as a result Seller’s calculation thereof for purposes of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated final determination of Closing Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate except as are mutually agreed upon otherwise provided by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and1.5(g).

Pre-Closing Deliveries. At least three business days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement prepared by the chief executive officer of the Company ("Estimated Closing Statement") setting forth the Company's good faith estimate of: (i) At least ten Business Days prior to the ClosingCash ("Estimated Cash"), the Seller will furnish to the Buyer a certificate (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; (ii) the Working Capital ("Estimated Indebtedness (including Paid IndebtednessWorking Capital"); , (iii) the estimated Seller’s Expenses that remain unpaid as aggregate amount of the Closing; Indebtedness ("Estimated Indebtedness"), (iv) a good faith estimate the aggregate amount of the Company Cash; and Transaction Expenses ("Estimated Transaction Expenses"), (v) a reasonably detailed the calculation of the Initial Purchase Price using the Company’s good faith calculation of the foregoing and Closing Per Share Merger Consideration based on such estimates and other amounts (vi) the “Estimated Purchase Price”aggregate amount that each Equityholder will be entitled to receive at Closing; which, in respect of each Stockholder, shall be equal to the Closing Per Share Merger Consideration multiplied by the number of Shares held by such Stockholder and, in respect of each Option Holder, shall be equal to (A) the Closing Per Share Merger Consideration multiplied by the aggregate number of Shares issuable upon the exercise of each Vested Option held by such Option Holder minus (B) the aggregate Exercise Price of such Shares ("Equityholder Payment Schedule"). The Estimated Purchase Price Certificate will be prepared Parent shall have no liability in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result respect of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in on the Equityholder Payment Schedule. Upon delivery of the Estimated Purchase Price CertificateClosing Statement (and the calculations set forth therein), and (y) make appropriate revisions Parent shall notify the Company of any comments it has to the Estimated Purchase Price Certificate as are mutually agreed upon by Closing Statement or the Seller and calculations set forth therein. If Parent has any such comments, the Buyer acting Company shall consider in good faithfaith any such comments; provided that if the parties cannot mutually agree upon failure of the Company to include any comments proposed revisions to by Parent, or the acceptance by Parent of the Estimated Purchase Price CertificateClosing Statement, then, shall not constitute an acknowledgement by Parent of the parties shall use estimates accuracy of the Estimated Closing Statement (or the calculations set forth in the Estimated Purchase Price Certificate as prepared by the Seller therein) for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions purposes of this Section 1.8; and2.5.

Pre-Closing Deliveries. Not less than three (i3) At least ten Business Days prior to the ClosingClosing Date, the Seller will furnish Company shall cause to be prepared and delivered to the Buyer Purchaser a certificate signed by an executive officer of the Company attaching: (the “Estimated Purchase Price Certificate”a) a statement setting forth (i) a the Company’s good faith estimate of the Closing Net Working Capital (including each component item thereof as set forth on the Form Working Capital Statement) (the “Estimated Closing Working Capital”), together with such schedules and data with respect to the determination of the Estimated Closing Working Capital as may be appropriate to support such calculation of Estimated Closing Working Capital; (iib) a statement setting forth the Company’s good faith estimate of Closing Cash (“Estimated Indebtedness (including Paid IndebtednessClosing Cash”); (iiic) the estimated SellerCompany’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company CashClosing Indebtedness (the “Estimated Closing Indebtedness”), including the Persons to whom such Closing Indebtedness is owed and a designation of whether such Closing Indebtedness is to be repaid at the Closing, together with a customary pay-off letter for any such Closing Indebtedness which is to be repaid at the Closing (which includes wire instructions from each such Person to whom a repayment of such Closing Indebtedness is to be made); (d) in the case of the Indebtedness under the Credit Agreements, customary releases of Liens and other obligations thereunder; and (ve) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation estimate of the foregoing estimates and other amounts Transaction Expenses (the “Estimated Purchase PriceTransaction Expenses”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant Persons to whom such Transaction Expenses are owed, together with wire instructions in the remaining provisions case of this Section 1.8; andpayments to be made at the Closing by wire transfer.

Pre-Closing Deliveries. (i) At least ten five Business Days prior to the ClosingClosing Date, the Seller will furnish Company shall prepare and deliver to the Buyer a certificate written statement (the “Estimated Purchase Price CertificateClosing Statement”) setting forth in reasonable detail (ia) a good faith estimate of the Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith estimate of (i) Cash (“Estimated Cash”), (ii) Working Capital (“Estimated Working Capital”), (iii) Indebtedness (“Estimated Indebtedness”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) the Tax Attribute Amount (“Estimated Tax Attribute Amount”) and (b) the resulting calculation of the foregoing estimates Initial Purchase Price, together with reasonable supporting schedules as appropriate, with respect to the calculation of Estimated Cash, Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Expenses and the Estimated Tax Attribute Amount. Buyer may make reasonable inquiries of the Company regarding the Estimated Closing Statement, and in order that Buyer may independently review, examine and evaluate the Estimated Closing Statement and the application of the Accounting Principles in respect of the determination of the applicable components of the Estimated Closing Statement, the Company shall, on reasonable request, provide Buyer and its Representatives with copies of financial and other amounts (pertinent information and reasonable access during business hours to the “Estimated Purchase Price”)Company’s and Seller’s Representatives. The Company shall consider in good faith any potential adjustments to the Estimated Purchase Price Certificate will Closing Statement proposed by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that the Company reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, such updated Estimated Closing Statement shall constitute the Estimated Closing Statement and shall be prepared deemed to have been timely delivered in accordance with this Section 2.3); provided that the Calculation Principlesobligations of Seller to consider in good faith any proposed adjustments shall in no event require that the anticipated Closing Date be postponed or otherwise delayed; provided, and will not include further, that no such proposed adjustments shall in any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, way prejudice the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by process following the Buyer in order to allow it to review the calculations Closing set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and2.6.

Pre-Closing Deliveries. (i) At least ten Business Days two (2) business days prior to the Closing, the Seller Company will furnish to the Buyer Purchaser (i) a certificate signed by the Company setting forth the Seller’s (A) good faith estimated Closing Working Capital, including an itemization of the components of Closing Working Capital, (B) good faith estimated Unrecognized Revenue Amount, (C) the amount of the Assumed Liabilities existing as of the Closing, (D) Indebtedness existing as of the Closing and specifying whether such Indebtedness is Assumed Indebtedness or Repaid Indebtedness, and (E) a good faith estimated calculation of the Acquisition Consideration and the Closing Purchase Price based thereon (the “Estimated Closing Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital; ), (ii) a payoff letter from each holder of Repaid Indebtedness indicating the Estimated amount required to discharge in full such Repaid Indebtedness (including Paid at Closing and, if such Repaid Indebtedness is secured, an undertaking by such holder to discharge at Closing any Liens securing such Repaid Indebtedness); , (iii) the estimated Seller’s Expenses that remain unpaid as a final xxxx and wire transfer instructions from each payee of any portion of the Closing; Seller Expenses, and (iv) a good faith estimate certificate signed by the Seller that provides a correct breakdown by recipient and amount of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation all Seller Bonuses, all of the foregoing estimates items (i) through (iv) in form and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions substance satisfactory to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; andPurchaser.

Pre-Closing Deliveries. (i) At least ten Business Days two (2) days prior to the Closing, the Seller Company will furnish to the Buyer Purchaser (A) a certificate (signed by the “Estimated Purchase Price Certificate”) Company setting forth the Company’s (iI) a good faith estimate estimated Closing Working Capital, including an itemization of the components of Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness); (iii) the estimated Seller’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; , and (vII) a reasonably detailed calculation of the Purchase Price using the Company’s good faith estimated calculation of the foregoing estimates and other amounts Cash Consideration (the “Estimated Purchase PriceCash Consideration Certificate”). The Estimated Purchase Price Certificate will be prepared , (B) a payoff letter, in accordance with form and substance satisfactory to the Calculation PrinciplesPurchaser, from each holder of Repaid Indebtedness indicating the amount required to discharge in full such Repaid Indebtedness at Closing and will not include any changes in assets or liabilities as a result stating that, upon payment at the Closing of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations amounts set forth in such payoff letter, such amount of Repaid Indebtedness will be fully paid, satisfied and discharged in its entirety and, if such Repaid Indebtedness is secured, an undertaking by such holder to discharge at Closing any Liens (as hereinafter defined) securing such Repaid Indebtedness, (C) a final xxxx and wire transfer instructions from each payee of any portion of the Estimated Purchase Price CertificateSellers’ Expenses, provided, however, that if any such payee delivers to the Purchaser and the Company a letter stating that it will seek payment of any portion of the Sellers’ Expenses solely from the Equityholders, such portion shall not be deemed to be part of the Sellers’ Expenses for purposes of Section 1.2(b), (D) a schedule that provides a breakdown by recipient and amount of all Employee Bonuses, and (yE) make appropriate revisions to a flow of funds memorandum (the Estimated Purchase Price Certificate as are mutually agreed upon by “Funds Flow”) that sets forth the Seller applicable payees and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon wire instructions for all amounts payable under Section 1.2(b)(ii). As used herein, “Liens” mean all liens, claims, encumbrances, security interests and restrictions of any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; andkind.

Pre-Closing Deliveries. At least three (3) business days prior to the Closing Date, the Company will deliver to the Buyer (i) At least ten Business Days prior to the Closing, the Seller will furnish to the Buyer a certificate signed by an executive officer of the Company (the “Estimated Purchase Price Certificate”) setting forth (iA) a good faith the Company’s best estimate of the Closing Net Working CapitalCash and (B) a calculation of the Closing Purchase Price based thereon; (ii) a certificate signed by an executive officer of the Estimated Company (“Closing Indebtedness Certificate”) setting forth the amount of Closing Indebtedness and attaching each payoff letter from each holder of Closing Indebtedness (including Paid Indebtedness)A) indicating the amount required to discharge such indebtedness at Closing, and (B) including, if such indebtedness is secured by any Liens, an obligation to release such Liens upon receipt of the stated payoff amount; (iii) a certificate signed by an executive officer of the estimated Seller’s Company (the “Sellers’ Expense Certificate”) setting forth the amount of the Sellers’ Expenses that remain unpaid as of the Closing, the payees of such Sellers’ Expenses and wire transfer instructions for such payees; and (iv) a good faith estimate certificate signed by an executive officer of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase PricePayment Certificate”). The Estimated Purchase Price Certificate will ) setting forth the cash amount payable at Closing to each Seller and wire instructions therefor and the proportion in which the Stock Consideration shall be prepared allocated to each Seller, in accordance with each case in a form reasonably acceptable to the Calculation PrinciplesBuyer and, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence ofupon request by the Buyer, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; andtherefor.

Pre-Closing Deliveries. (i) At least ten Business Days prior to On the Closingdate hereof, the Seller Company will furnish to the Buyer (i) a certificate executed by an executive officer of the Company setting forth in reasonable detail (A) the Company’s good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), including an itemization of the components thereof; (B) the Company’s good faith estimate of Purchased Cash (the “Estimated Purchased Cash”), Closing Company Indebtedness (the “Estimated Closing Company Indebtedness”), Closing ESOT Indebtedness, if any (the “Estimated Closing ESOT Indebtedness”), Transaction Expenses (the “Estimated Transaction Expenses”), and Accrued Bonuses (the “Estimated Accrued Bonuses”); and (C) the Company’s calculation of the Closing Purchase Price based thereon (the “Estimated Purchase Price Certificate”) setting forth (i) a good faith estimate of the Closing Net Working Capital); (ii) a payoff letter, in form and substance satisfactory to the Estimated Buyer, from each holder of Closing Company Indebtedness (including Paid or Closing ESOT Indebtedness), if any, indicating the amount required to discharge in full such Closing Company Indebtedness or Closing ESOT Indebtedness, if any, at Closing and, if such Closing Company Indebtedness or Closing ESOT Indebtedness, if any, is secured, an undertaking by such holder to discharge at Closing any Liens securing such Closing Company Indebtedness or Closing ESOT 11552395v19 Indebtedness, if any; and (iii) the estimated Seller’s Expenses that remain unpaid as a final bill and wire transfer instructions from each payee of any portion of the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth in the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; andTransaction Expenses.

Pre-Closing Deliveries. (i) At least ten Business Days three (3) business days prior to the Closing, the Seller Company will furnish to the Buyer (i) a certificate (the “Estimated Purchase Price Certificate”) setting forth (iA) a an itemized good faith and reasonable estimate of the Closing Net Working CapitalIndebtedness (if any) and (B) a calculation of the Estimated Purchase Price based thereon; (ii) the Estimated a payoff letter from each holder of Closing Indebtedness (including Paid Indebtednessother than Change of Control Obligations), if any, (A) indicating the amount required to discharge such indebtedness at Closing and (B) including, if such indebtedness is secured by any Liens, an undertaking to release such Liens upon receipt of the stated payoff amount; (iii) final bills and wire transfer instructions for the estimated Seller’s Expenses that remain unpaid as payees of the ClosingSellers’ Expenses; and (iv) a good faith estimate of the Company Cash; and Payment Spreadsheet (vas defined in Section 1.6 (Payments to Securityholders)) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts (the “Estimated Purchase Price”)below. The Estimated Purchase Price Certificate will shall be accompanied by an estimated unaudited consolidated balance sheet of the Company as of the opening of business on the Closing Date, which shall be prepared in accordance with the Calculation PrinciplesIFRS (other than deferred revenue, and will not include any changes corresponding offsetting balances, which shall be prepared in assets or liabilities as a result of purchase accounting adjustments arising fromaccordance with US GAAP) applied consistently with the Company’s past practices (to the extent such past practices are consistent with IFRS), or resulting as a consequence ofexcept that such estimated balance sheet may exclude all footnotes and that deferred revenue, the Transactionsand corresponding offsetting balances, shall be calculated and presented in accordance with US GAAP. The Seller Company shall (x) also promptly provide supporting documentation as may be reasonably requested by to the Buyer such relevant backup materials and schedules, in order to allow it to review the calculations set forth in the Estimated Purchase Price Certificate, and (y) make appropriate revisions detail reasonably acceptable to the Estimated Purchase Price Certificate Buyer, as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if shall reasonably request. If the parties cannot mutually agree upon any proposed revisions Buyer objects to the Estimated Purchase Price Certificate, thenthe Company and the Buyer will work together in good faith to resolve the issues in dispute. If all disputed issues are resolved, the parties amounts as agreed ActiveUS 136966801v.1 upon by the Buyer and the Company shall use estimates set forth in be used to determine the Estimated Purchase Price. If the Buyer and the Company are unable to resolve all such disputed issues within two (2) business days following the Buyer’s receipt of the Estimated Purchase Price Certificate Certificate, the Estimated Purchase Price shall be as prepared determined by the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; andBuyer.

Pre-Closing Deliveries. (i) At least ten two (2) Business Days, but no more than six (6) Business Days prior to the ClosingClosing Date, the Seller will furnish Group Companies shall prepare and deliver to the Buyer a certificate statement (the “Estimated Purchase Price CertificateClosing Statement”) setting forth the Group Companies’ good faith estimate of: (i) a good faith estimate of the Closing Net Working CapitalCash (“Estimated Cash”); (ii) the Working Capital (“Estimated Indebtedness (including Paid IndebtednessWorking Capital”); (iii) the estimated Seller’s Transaction Expenses that remain unpaid as of the Closing(“Estimated Transaction Expenses”); (iv) a good faith estimate of the Company CashIndebtedness (“Estimated Indebtedness”); and (v) a reasonably detailed the resulting calculation of the Initial Purchase Price using the Company’s good faith calculation Price. From and after delivery of the foregoing estimates and other amounts (Estimated Closing Statement until the “Estimated Purchase Price”). The Estimated Purchase Price Certificate will be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence ofClosing, the Transactions. The Seller Group Companies shall (x) provide supporting documentation as may be Buyer and its Representatives with reasonable access at all reasonable times during normal business hours and upon reasonable prior notice to the books and records of the Group Companies and to the management personnel of the Group Companies familiar with the Estimated Closing Statement or the Accounting Principles, in each case, to the extent reasonably requested by the Buyer or any of its Representatives in order to allow it to connection with their review the calculations set forth in of the Estimated Purchase Price CertificateClosing Statement, and (y) make appropriate revisions cooperate with Buyer and its Representatives in connection with their review of the Estimated Closing Statement (and otherwise take all reasonably requested actions to facilitate such review). The Group Companies shall consider in good faith any comments to the Estimated Purchase Price Certificate as are mutually agreed upon Closing Statement (and each component thereof) made by Buyer. Notwithstanding anything in this Section 2.3 to the contrary, (A) in the event of any disagreement between Buyer and the Group Companies in respect of any amounts set forth on the Estimated Closing Statement following receipt of any comments from Buyer, the amounts tendered by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions Company shall (subject to adjustment pursuant to Section 2.5 hereof) prevail for purposes of the Estimated Purchase Price Certificate, then, the parties Closing Statement and (B) in no event shall use estimates set forth in Buyer’s or its Representatives’ review of the Estimated Purchase Price Certificate as prepared by Closing Statement or any disagreement with respect thereto give rise to any delay in or otherwise prevent the Seller for Closing, and the Buyer may thereafter seek adjustments pursuant to the remaining provisions of this Section 1.8; and.

Pre-Closing Deliveries. (i) At least ten Business Days prior Prior to the Closing, the Seller will furnish shall have delivered to the Buyer a certificate statement (the “Estimated Purchase Price CertificateClosing Date Indebtedness Statement”) setting forth (i) a good faith estimate ), signed on behalf of the Closing Net Working Capital; (ii) Seller by the Estimated Chief Financial Officer of the Seller, setting forth, by creditor, the aggregate amount of Indebtedness (including Paid Indebtedness); (iii) of the estimated Seller’s Expenses that remain unpaid Seller outstanding as of immediately prior to the Closing; (iv) a good faith estimate of the Company Cash; and (v) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation of the foregoing estimates and other amounts Closing (the “Estimated Purchase PriceClosing Date Indebtedness”). The Estimated Purchase Price Certificate will , together with, to the extent required to release any Encumbrances on any of the Assets, copies of payoff letters from each such creditor in form and substance satisfactory to Buyer (which shall include (A) the aggregate payment necessary to be prepared in accordance with the Calculation Principles, and will not include any changes in assets or liabilities as a result of purchase accounting adjustments arising from, or resulting as a consequence of, the Transactions. The Seller shall (x) provide supporting documentation as may be reasonably requested by the Buyer made at Closing in order to allow it satisfy in full the Indebtedness owed by the Seller to review the calculations set forth in the Estimated Purchase Price Certificatesuch creditor, including all principal, interest, fees, prepayment penalties or other amounts due or owing with respect thereto, and (yB) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon an agreement by the Seller creditor to release, and authorizing the Buyer acting in good faith; provided that if and its representatives to release, any Encumbrances on any of the parties cannot mutually agree Assets securing such Indebtedness upon any proposed revisions to payment of the Estimated Purchase Price Certificate, then, the parties shall use estimates set forth amount stated in the Estimated Purchase Price Certificate as prepared by payoff letter, including authorization to file UCC termination statements) (the Seller “Required Payoff Letters”), wire transfer instructions for Closingeach holder of Closing Date Indebtedness, and such additional documentation or information as the Buyer may thereafter seek adjustments reasonably request. Seller hereby authorizes the Buyer, on behalf of the Seller, to take any and all actions that the Seller is authorized to take pursuant to the remaining provisions terms of this Section 1.8; andthe Required Payoff Letters in order to terminate any Encumbrances on any of the Assets.

Pre-Closing Deliveries. (i) At least ten five (5) Business Days prior to the ClosingClosing Date, the Seller will furnish Company shall prepare and deliver to the Buyer (a) a certificate written statement (the “Estimated Purchase Price CertificateClosing Statement”) setting forth in reasonable detail (i) a the Company’s good faith estimate of the Closing Cash Amount (the “Estimated Closing Cash Amount”) and the Closing Debt Amount (the “Estimated Closing Debt Amount”), (ii) the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital; (ii) the Estimated Indebtedness (including Paid Indebtedness”); , (iii) the estimated SellerCompany’s Expenses that remain unpaid as of the Closing; (iv) a good faith estimate of the Company Cash; Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (viv) a reasonably detailed calculation of the Purchase Price using the Company’s good faith calculation estimates of the foregoing estimates and other amounts Initial Merger Consideration, the UAR Payment Amount, the Per Interest Payment Amount (the “Estimated Purchase PricePer Interest Payment Amount”). The Estimated Purchase Price Certificate will ) and the Closing Date Company Unit Consideration; and (b) the Company’s good faith draft of the Distribution Waterfall, which shall be prepared in accordance with the Calculation PrinciplesCompany LLC Agreement and the UAR Plans. The Estimated Closing Statement shall be prepared in accordance with this Agreement and include reasonable supporting detail of each of the calculations contained therein. Prior to the Closing, and will following the delivery of the Estimated Closing Statement by the Company to Buyer, the Company shall consider in good faith any comments to the Estimated Closing Statement reasonably proposed by Buyer and may, in its sole discretion, determine whether to reflect any or all of such comments therein; provided that the Closing shall not include be delayed in respect of any changes such comments proposed by Buyer and in assets no event shall the proposal of such comments or liabilities the delivery of such Estimated Closing Statement be deemed to constitute the agreement of Buyer as to any of the estimated amounts set forth in such Estimated Closing Statement, and in no way shall the delivery of the Estimated Closing Statement or the consummation of the Closing be construed as a result waiver by Buyer of purchase accounting adjustments arising from, or resulting as a consequence ofits rights under Section 3.6. Notwithstanding anything to the contrary herein, the Transactions. The Seller parties acknowledge and agree, and each Pre-Closing Holder shall (x) provide supporting documentation as may acknowledge and agree in such Pre-Closing Holder’s Letter of Transmittal, if applicable, that Buyer shall be reasonably requested by entitled to rely on the Buyer in order Company’s calculation of the Closing Date Company Unit Consideration, the Distribution Waterfall and the Estimated Per Interest Payment Amount or UAR Payment Amount payable with respect to allow it to review the calculations each Pre-Closing Holder set forth in the Estimated Purchase Price CertificateClosing Statement, as setting forth a true, complete and (y) make appropriate revisions to the Estimated Purchase Price Certificate as are mutually agreed upon by the Seller and the Buyer acting in good faith; provided that if the parties cannot mutually agree upon any proposed revisions to the Estimated Purchase Price Certificate, then, the parties shall use estimates accurate listing of all items set forth in therein and a true, complete and accurate calculation of the Estimated Purchase Price Certificate as prepared by the Seller for Closing, and the Buyer may thereafter seek adjustments amounts to which such Pre-Closing Holders are entitled pursuant to the remaining provisions Company LLC Agreement and the UAR Plans, as in effect as of immediately prior to the Effective Time, in connection with the transactions contemplated by this Section 1.8; andAgreement, and in no event shall Buyer or any of its Affiliates (including, following the Closing, the Surviving Company and its Subsidiaries) have any liability to the Pre-Closing Holders or to any other Person for the calculation or allocation of any item or amount set forth therein.