Common use of Pre-Closing Statement Clause in Contracts

Pre-Closing Statement. No later than two (2) but no more than five (5) Business Days prior to the Closing Date, Seller shall deliver to Purchaser (the "Pre-Closing Statement"): (1) a good faith estimate of the aggregate amount of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money of the Target Companies (other than the prepayment premiums if any, as of the Closing Date, which are included in Seller's Closing Costs), which shall include the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a good faith estimate of the Seller Closing Costs calculated in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(ii) that has been prepared in good faith and determined on a basis consistent with that used in the preparation of, and set forth in, the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of the adjustments, prorations, and apportionments to be made by Purchaser and Seller pursuant to Section 10.(j) as of the Closing Date (the "Estimated Section 10.(j)

Pre-Closing Statement. No later As soon as practicable after the date that all of the conditions to the Closing set forth in Article VIII (other than two (2those conditions which, by their terms, are to be satisfied or waived at the Closing, but subject to the satisfaction or waiver of those conditions on the Closing Date) shall have been satisfied or waived by the party entitled to waive the same, but in no event more than five seven (57) days after such date nor less than three (3) Business Days prior to the Closing DateClosing, Seller the Companies shall prepare and deliver to the Purchaser a certificate (the "“Pre-Closing Statement"): (1”) a signed by the Chief Financial Officer of each Company setting forth their good faith estimate of (a) the aggregate amount of all principal▇▇▇▇▇ Intercompany Debt and the Closing Repayment Indebtedness, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money (b) the Acquisition Expenses (the “Estimated Acquisition Expenses”), (c) the Trade Working Capital of the Target Companies Group as of immediately prior to Closing (other than the prepayment premiums if any“Estimated Trade Working Capital”), (d) the Indebtedness of the Group as of immediately prior to Closing (the “Estimated Indebtedness”), (e) the Cash Balance of the Group as of immediately prior to the Closing (the “Estimated Cash Balance”), and (f) the Capital Expenditures of the Group estimated to have been spent during the period from March 30, 2014 until the Closing, including a table listing out the amounts of capital expenditures in a format consistent with the Capital Expenditure Budget (the “Estimated Capital Expenditures”), in each case, including a schedule setting forth the components thereof and together with reasonable supporting detail. For purposes of Section 2.6(b), all Estimated Acquisition Expenses that are not in United States Dollars shall be converted to United States Dollars using the exchange rate as of the close of business on the date that is immediately prior to the date of delivery of the Pre-Closing Date, which are included in Seller's Closing CostsStatement. For purposes of Section 2.6(d) and (e), which all Estimated Indebtedness and the Estimated Cash Balance not in United States Dollars shall include be converted to United States Dollars using the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a good faith estimate of the Seller Closing Costs calculated in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital exchange rate as of the close of business on the date that is immediately prior to the date of delivery of the Pre-Closing Date (Statement. For purposes of Section 2.6(f), all Capital Expenditures during a particular month that are in Pounds Sterling shall be converted to United States Dollars using the "Estimated Net Working Capital") exchange rate set forth for the corresponding month on the Capital Expenditure Budget. The Seller and the Companies shall consider in good faith any comments by the Purchaser on such certificate. The certificate delivered pursuant to this Section 2.6, and updated to reflect any Purchaser comments as the Companies shall determine in good faith are applicable, shall be conclusive for determining the payments to be made at the Closing, absent manifest error. If, for any reason, the Closing Date Working Capital Adjustment pursuant is postponed, then the foregoing obligations shall again apply with respect to Section 3.(f)(ii) that has been prepared in good faith and determined on a basis consistent with that used in the preparation of, and set forth in, the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of the adjustments, prorations, and apportionments to be made by Purchaser and Seller pursuant to Section 10.(j) as of the such postponed Closing Date (the "Estimated Section 10.(j)Date.

Pre-Closing Statement. No Not later than two (2) but no more than five (5) Business Days prior to the Closing Date, Seller the Company shall deliver to Purchaser (i) a statement (the "“Pre-Closing Statement"): ”) setting forth (1A) a the Company’s good faith estimate of Working Capital as of the Adjustment Time (the “Estimated Working Capital”), (B) the amount, if any, by which such calculation of Estimated Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Estimated Working Capital, (C) the Company’s good faith estimate of the aggregate amount of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money of Company Transaction Expenses (the Target Companies (other than the prepayment premiums if any, as of the Closing Date, which are included in Seller's Closing Costs“Estimated Transaction Expenses”), which shall include (D) the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a Company’s good faith estimate of the Seller Net Debt (the “Estimated Net Debt”), (E) the amount, if any, by which such calculation of Estimated Net Debt exceeds the Net Debt Target or the amount, if any, by which the Net Debt Target exceeds such calculation of Estimated Net Debt, (F) the name of all holders of Company Stock, together with the number of shares of Company Stock owned by such holder as of immediately prior to the Effective Time, an indication whether such holder of Company Stock has duly executed and delivered a Letter of Transmittal, and such holder’s Participation Percentage, (G) the name of all holders of Company Warrants, together with the number of shares of Company Stock issuable upon the exercise of the Company Warrants owned by such holder and the exercise price therefor as of immediately prior to the Effective Time, an indication whether such holder has duly executed and delivered a Warrant Cancellation Agreement, Closing Costs calculated Warrant Merger Consideration payable to such holder and such holder’s Participation Percentage, (H) the number of Fully Diluted Shares, (I) the resulting calculation of the Estimated Merger Consideration and Closing Merger Consideration, (J) the resulting calculation of the Closing Company Stock Per Share Merger Consideration, (K) the resulting calculation of the Closing Payments, and (L) wire transfer instructions for any Closing Payment to be paid to the Representative, (ii) a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in accordance with Section 10.(ithe Accounting Rules, and (iii) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as Pay-Off Letters. The Company shall provide Purchaser with reasonable access to the books and records of the Company, and other Company documents, to verify the information set forth in the Pre-Closing Date (Statement prior to the "Estimated Net Working Capital") Closing Date; provided, however, that Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement. The Representative and the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(ii) that has been prepared Company shall give due and reasonable consideration in good faith and determined on a basis consistent with that used in the preparation of, and set forth in, the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of the adjustments, prorations, and apportionments to be any comments made by Purchaser (and Seller pursuant shall correct the Pre-Closing Statement, as applicable, for any inaccuracies shown by Purchaser) and shall otherwise cooperate in good faith to Section 10.(j) as answer any questions and resolve any issues raised by Purchaser and its representatives in connection with their review of the Pre-Closing Date (the "Estimated Section 10.(j)Statement.

Pre-Closing Statement. No Promptly after execution and delivery of this Agreement, the Company shall prepare and deliver to Purchaser a written statement (the “Pre-Closing Statement”), which shall set forth the Company’s good faith estimate of (a) Closing Date Cash and Cash Equivalents (“Estimated Cash and Cash Equivalents”), (b) Working Capital (“Estimated Working Capital”), (c) the Closing Date Indebtedness (“Estimated Closing Date Indebtedness”), (d) Selling Expenses (“Estimated Selling Expenses”) and a list of Persons to whom such Selling Expenses are payable and, if applicable, invoices relating thereto in form and substance reasonably satisfactory to Purchaser, and wire instructions therefor, and (e) the Closing Date Merger Consideration based upon such items. The Company shall also deliver to Purchaser any and all reasonable supporting or underlying documentation used in the preparation of the Pre- Closing Statement. Purchaser shall have the right, following Purchaser’s receipt of the Pre-Closing Statement, to object thereto by delivering written notice to the Company no later than two noon EST on the Business Day before the Closing Date. To the extent Purchaser timely objects to the Pre- Closing Statement (2) but no more than five (5) Business Days or any component thereof), Purchaser and the Company shall attempt to ACTIVE 274341277 resolve their differences; provided that, if Purchaser and the Company are unable to resolve any such dispute prior to the Closing Date, Seller shall deliver then, subject to Purchaser (Section 2.12, the "Company’s calculations as reflected in the Pre-Closing Statement"): (1) a good faith estimate of the aggregate amount Statement shall control for purposes of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money of the Target Companies (other than the prepayment premiums if any, as of the Closing Date, which are included in Seller's Closing Costs), which shall include the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a good faith estimate of the Seller Closing Costs calculated in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(ii) that has been prepared in good faith and determined on a basis consistent with that used in the preparation of, and set forth in, the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of the adjustments, prorations, and apportionments payments to be made by at Closing. To the extent Purchaser and Seller pursuant the Company resolve any of their differences prior to Section 10.(j) as the Closing, then Purchaser and the Company shall jointly agree on a revised Pre-Closing Statement that will control for purposes of the Closing Date (payments to be made at the "Estimated Section 10.(j)Closing.

Pre-Closing Statement. No later than two At least three (23) but no more than five (5) Business Days days prior to the Closing DateClosing, Seller shall deliver to Purchaser Buyer a written statement satisfactory in form and substance to Buyer (the "“Pre-Closing Statement"): (1”) a setting forth Seller’s good faith estimate of the aggregate amount of all principalClosing Working Capital (the “Estimated Working Capital”), accrued interest the Funded Indebtedness (the “Estimated Funded Indebtedness”), and any other amounts due the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), and owing in respect of indebtedness for borrowed money an estimated balance sheet of the Target Companies (other than the prepayment premiums if any, Company as of the Closing Date, which are included in Seller's Closing CostsEffective Time (without giving effect to the Acquisition), which shall include along with a certification by Seller that such estimated balance sheet and the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a good faith estimate calculation of the Seller Closing Costs calculated in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") , Estimated Funded Indebtedness, and Estimated Company Transaction Expenses were prepared using the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(ii) same accounting methods, practices, principles, policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies that has been prepared in good faith and determined on a basis consistent with that were used in the preparation ofof the Financial Statements for the most recent fiscal year end as if such Pre-Closing Statement was being prepared and reviewed as of a fiscal year end. The Pre-Closing Statement shall be accompanied by such records and documentation as is reasonably necessary for Buyer to evaluate the contents thereof, and set forth in, Buyer shall have an opportunity to perform a reasonable review of such deliveries and full access to the calculation Books and Records and personnel of Net Working Capital on Exhibit B; (4) a Seller and the Company in relation to the same. Buyer and Seller shall cooperate and negotiate in good faith estimate to resolve any questions, objections, or other disputes regarding all or any portion of the adjustmentsPre-Closing Statement as soon as practical; provided, prorationshowever, and apportionments that any failure of Buyer to be made by Purchaser dispute any item or aspect of the Pre-Closing Statement will not preclude Buyer from exercising any other rights with respect to any or all aspects of any adjustments under this Agreement. If Buyer has any objections to the Pre-Closing Statement, or any portion thereof, which Buyer and Seller are unable to resolve by mutual consent prior to the Closing, then Buyer may elect in its sole discretion to (i) proceed with the Closing based on the Pre-Closing Statement, revised to include any updates or adjustments determined appropriate by the mutual consent of Buyer and Seller, (ii) delay Closing until all objections are resolved, or (iii) terminate this Agreement pursuant to Section 10.(j) as of the Closing Date (the "Estimated Section 10.(j)Article IX.

Pre-Closing Statement. No later than two (2) but no more than five (5) At least three Business Days prior to the Closing Date, Seller the Company shall prepare, or cause to be prepared, and deliver to Purchaser (the "PreBuyer a statement setting forth the Company’s good-Closing Statement"):faith estimate of: (1a) a good faith estimate the aggregate Indebtedness of the aggregate amount of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money of the Target Companies (other than the prepayment premiums if any, as of the Closing Date, which are included in Seller's Closing Costs), which shall include the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a good faith estimate of the Seller Closing Costs calculated in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital Company as of the Closing Date (without giving effect to, but including all fees and expenses due upon consummation of, the "Estimated Net Working Capital"transactions contemplated herein), together with the lenders party thereto and a description and the amount of each element thereof; (b) and the aggregate estimated amount of Transaction Expenses as of the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(iithat have been incurred since January 23, 2014 (the “Transaction Expense Measurement Date”) that (without giving effect to, but including all fees and expenses due upon the consummation of, the transactions contemplated herein), specifically identifying each payee of a Transaction Expense and whether such amount has been prepared in good faith and determined on paid to date, together with a basis consistent with that used in the preparation of, and set forth in, the calculation of Net Working Capital on Exhibit B;reasonable description thereof; and (4c) a good faith estimate the aggregate amount of the adjustments, prorations, and apportionments to be made by Purchaser and Seller pursuant to Section 10.(j) Cash as of the Closing Date (without giving effect to the "Estimated transactions contemplated herein). Each of the Seller and the Company shall give the Buyer and its Representatives reasonable access, during normal business hours and upon reasonable prior notice, to the personnel, properties, books and records of the Company and its Subsidiaries and to any other information reasonably requested for purposes of reviewing the calculations contemplated by this Section 10.(j)2.3, and shall authorize its accountants to disclose work papers generated thereby in connection with preparing and reviewing the calculations specified herein; provided, that such accountants shall not be obligated to make any work papers available except in accordance with such accountants’ disclosure procedures and then only after the non-client party has signed an agreement relating to access to such work papers in form and substance reasonably acceptable to such accountants; provided further, that the Buyer shall, promptly upon request of the Seller, reimburse the Seller for all reasonable and documented out-of-pocket costs incurred by the Seller or any of its Subsidiaries in connection with such cooperation.

Pre-Closing Statement. No later than two (2) but no more than five (5) Business Days prior to the Closing DateClosing, the Seller shall in good faith prepare and deliver to the Purchaser a statement (the "“Pre-Closing Statement"): (1”) a setting forth its good faith estimate of (i) the aggregate amount Acquisition Expenses (the “Estimated Acquisition Expenses”), (ii) the Cash Amount (the “Estimated Cash Amount”), (iii) the Working Capital Adjustment Amount (the “Estimated Working Capital Adjustment Amount”), and (iv) the Indebtedness Amount (the “Estimated Indebtedness Amount”), including, in each case, a schedule setting forth the components thereof and reasonable supporting detail, prepared in accordance with this Agreement (including the Transaction Accounting Principles). Subject to the Disclosure Limitations, the Purchaser and its Representatives shall be permitted access to review and obtain copies of all principal, accrued interest the Seller’s and the Company Group’s books and records and any other amounts due work papers (subject to customary access letters and owing in respect of indebtedness for borrowed money confidentiality undertakings) related to the preparation of the Target Companies (other than Pre-Closing Statement and the prepayment premiums if any, as calculations and adjustments contemplated thereby. The Purchaser and its Representatives may make reasonable inquiries of the Closing DateSeller, which are included in Seller's Closing Costs)the Company and their respective accountants regarding questions or disagreements, which and the Company and the Seller shall, and shall include use their reasonable best efforts to cause any such accountants to, cooperate with and respond to such inquiries. At the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a good faith estimate request of the Purchaser, subject to the Disclosure Limitations, the Seller shall make available its and the Company Group’s personnel who are knowledgeable about the information contained in, and the preparation of, the Pre-Closing Costs calculated Statement, to the Purchaser to advise and assist the Purchaser in its review of the Pre-Closing Statement and any objections or disputes with respect thereto. The Purchaser may provide the Seller with comments to the Pre-Closing Statement and the Seller shall consider such comments in good faith. The Purchaser’s failure to identify any questions or changes to the Pre-Closing Statement shall not indicate any acceptance or waiver, or otherwise impact the Purchaser’s right to prepare the Preliminary Statement in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"2.8(a); (3) a good faith estimate of Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(ii) that has been prepared in good faith and determined on a basis consistent with that used in the preparation of, and set forth in, the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of the adjustments, prorations, and apportionments to be made by Purchaser and Seller pursuant to Section 10.(j) as of the Closing Date (the "Estimated Section 10.(j).

Pre-Closing Statement. No later than two (2) but no more Not less than five (5) Business Days prior to the Closing Date, Seller the Company shall deliver to Purchaser (the "Pre-Closing Statement"): (1) Buyer a good faith estimate balance sheet of the aggregate amount of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money Company setting forth the estimated financial condition of the Target Companies (other than the prepayment premiums if any, Company as of the Closing Date, which are included in Seller's Closing Costs), which shall include close of business on the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a good faith estimate of the Seller Closing Costs calculated in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as of Business Day immediately preceding the Closing Date (the "“Estimated Net Working Capital"Balance Sheet”), and calculations derived therefrom, including (i) and the estimated Indebtedness as of the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(ii(the “Estimated Indebtedness”), (ii) that has been prepared in good faith and determined on a basis consistent with that used in the preparation of, and set forth in, lesser of (A) the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate estimated Cash as of the adjustments, prorations, and apportionments to be made by Purchaser and Seller pursuant to Section 10.(j) as end of the day immediately preceding the Closing Date (the "“Estimated Section 10.(jCash Amount”) and (B) $2,500,000, (iii) the estimated aggregate amount of unpaid Transaction Expenses, (iv) the estimated aggregate amount of unpaid Change of Control Liabilities and (v) the Estimated Cash Consideration (such balance sheet and estimates, collectively, the “Pre-Closing Statement”), and such related worksheets, working papers, schedules and other supporting data in form, substance and line item detail as Buyer may reasonably request. The Estimated Balance Sheet shall set forth in line item detail the components of the Estimated Indebtedness and shall calculate the Estimated Indebtedness in accordance with the classifications and methodology set forth on Exhibit B (the “Sample Indebtedness Calculation”). The Estimated Balance Sheet shall be based upon the records of the Company and other information then available and shall be prepared consistently with the Financial Statements and the Accounting Principles; provided, however, that if and to the extent there is any inconsistency between the methodology set forth in the Sample Indebtedness Calculation, on the one hand, and either the Financial Statements or the Accounting Principles, on the other hand, the Sample Indebtedness Calculation shall control (the foregoing two sentences, the “Methodology”). The Pre-Closing Statement shall control solely for purposes of determining the Estimated Cash Consideration and shall not limit or otherwise affect Buyer’s rights or remedies under this Agreement (or otherwise) or constitute an acknowledgment, consent, waiver or estoppel by or of Buyer with respect to the accuracy thereof. The Company shall provide Buyer and its representatives, prior to Closing, reasonable access during normal business hours and upon reasonable notice to the records of the Company and such information used to prepare the Estimated Balance Sheet and the Company’s personnel in order to allow Buyer to verify the Estimated Balance Sheet for purposes of Closing.

Pre-Closing Statement. No Not later than two (2) but no more than five (5) Business Days prior to the Closing Date, Seller shall deliver to Purchaser a written statement (the "“Pre-Closing Statement"): ”) setting forth in reasonable detail and with reasonable supporting documentation, (1A) a Seller’s good faith estimate of the aggregate amount of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money of the Target Companies (other than the prepayment premiums if any, as of the Closing Date, which are included in Seller's Closing Costs), which shall include the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2i) a good faith estimate of the Seller Closing Costs calculated in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and the Closing Date Working Capital Adjustment pursuant (the “Estimated Working Capital”), (ii) the Closing Date Cash (the “Estimated Cash”), (iii) the Closing Date Indebtedness (the “Estimated Indebtedness”), (iv) the Closing Date Transaction Expenses (the “Estimated Transaction Expenses”) and (v) the amount, and the calculation of, the Estimated Purchase Price and the Closing Payment derived therefrom in accordance with Section 1.3, and (B) a balance sheet of the Target as of immediately prior to Section 3.(f)(iithe Closing, in each case, prepared in accordance with the Accounting Rules (to the extent applicable) that has been prepared and the definitions and other terms included in this Agreement. The Pre-Closing Statement, including the calculations of the Estimated Working Capital, Estimated Cash, the Estimated Indebtedness and the Estimated Transaction Expenses, shall be consistent with the Accounting Rules. After delivery of the Pre-Closing Statement and until the Closing Date, Seller shall consider in good faith and determined on a basis consistent any reasonable comments provided by Purchaser with that used in respect to the preparation ofPre-Closing Statement; provided that, and set forth infor the avoidance of doubt, (A) the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of the adjustmentsestimates delivered by Seller pursuant to this Section 1.4(a), prorations, and apportionments as modified to be made reflect only those changes requested by Purchaser and agreed to by Seller pursuant (acting in its sole discretion in good faith), will be binding for purposes of this Section 1.4(a), and (B) subject to compliance with the procedures in this Section 10.(j) as of 1.4(a), in no event will any comments, discussions or disputes regarding the Pre-Closing Statement delay the Closing Date (it being understood that if Seller does not agree in good faith to any particular change or comment requested by Purchaser, then the "Estimated applicable calculation contained in the Pre-Closing Statement delivered by Seller shall prevail for purposes of this Section 10.(j1.4(a)).

Pre-Closing Statement. No later than two At least four (2) but no more than five (54) Business Days prior to the Closing Date, the Company shall prepare and deliver (together with reasonable supporting details) to Purchaser a written statement (the “Pre-Closing Statement”), which shall set forth (A) the Company’s good faith estimate of (i) Closing Date Cash and Cash Equivalents (“Estimated Cash and Cash Equivalents”), (ii) Working Capital (the “Estimated Working Capital”), (iii) the Closing Date Company Indebtedness (the “Estimated Closing Date Company Indebtedness”), (iv) the Closing Date Joint Venture Indebtedness (“Estimated Closing Date Joint Venture Indebtedness”), (v) the Seller Expenses (“Estimated Seller Expenses”) and wire instructions for the payment thereof, (vi) the Mesa Receivable Amount (the “Estimated Mesa Receivable Amount”), and (vii) the resulting Closing Date Merger Consideration and the Closing Per Share Merger Consideration based upon such items, and (B) the Liquidation Value with respect to the Series A Preferred Shares as of immediately prior to the Effective Time. Except as otherwise provided herein, the Pre-Closing Statement shall be prepared without giving effect to the transactions contemplated by the Transaction Documents. Concurrently with the delivery of the Pre-Closing Statement, the Company shall deliver to Purchaser a payment spreadsheet (the "Pre-Closing Statement"): (1) a good faith estimate of the aggregate amount of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money of the Target Companies (other than the prepayment premiums if any, as of the Closing Date, which are included in Seller's Closing Costs“Payment Spreadsheet”), which shall include contain (x) with respect to each Stockholder (A) the Existing Debt name and address of such Stockholder, if available, (B) the number and class of Shares held by such aggregate indebtedness herein referred Stockholder, and (C) the consideration that such Stockholder is entitled to as receive pursuant to Section 2.6, and (y) with respect to each Option Holder (A) the "Closing Date Indebtedness" name of such Option Holder, (B) the exercise price per share and the number of shares of Common Stock underlying the Options held by such good faith estimate herein referred Option Holder, and (C) the consideration that such Option Holder is entitled to as the "Estimated Closing Date Indebtedness"); (2) receive pursuant to Section 2.6. The Company shall make a good faith estimate effort to resolve any reasonable objections or disputes of the Seller Closing Costs calculated in accordance with Section 10.(i) (Purchaser regarding the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(ii) that has been prepared in good faith and determined on a basis consistent with that used calculations in the preparation of, and set forth in, Pre-Closing Statement or the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of information in the adjustments, prorations, and apportionments to be made by Purchaser and Seller pursuant to Section 10.(j) as of the Closing Date (the "Estimated Section 10.(j)Payment Spreadsheet.

Pre-Closing Statement. No Not later than two three (2) but no more than five (53) Business Days prior to the Closing Date, Seller the Company shall deliver to Purchaser (i) a statement (the "“Pre-Closing Statement"): ”), substantially similar in form to the illustrative example set forth on Exhibit B, setting forth (1A) a the Company’s good faith estimate of Working Capital as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital”), (B) the Company’s calculation of the Company Transaction Expenses, (C) the Company’s calculation of Closing Date Indebtedness, (D) the Company’s good faith estimate of the aggregate amount of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money of the Target Companies (other than the prepayment premiums if any, Closing Cash as of the close of business on the Closing Date, which are included in Seller's Date (the “Estimated Closing CostsCash”), which shall include (E) the Existing Debt Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such aggregate indebtedness herein referred to as shares of Preferred Stock), (F) the "Closing Date Indebtedness" Per Share Common Consideration, (G) the number of Fully Diluted Shares, (H) the number of Fully Diluted Preferred Shares, (I) the amount, and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a calculation of, the Company’s good faith estimate of the Seller Purchase Price derived from the items described in this Section 2.5(a)(i)(B)-(D) and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Costs calculated Date Working Capital, then (x) the Estimated Purchase Price shall be reduced by the amount of such excess plus One Million Dollars ($1,000,000) and (y) the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and (J) the amount, and the calculation of, the Closing Payments derived from the Estimated Purchase Price, (ii) a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with Section 10.(ithe Accounting Rules, and (iii) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as Pay-Off Letters. The Company shall provide Purchaser with reasonable access during normal business hours to the books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Date (the "Estimated Net Working Capital") and Statement prior to the Closing Date Working Capital Adjustment pursuant Date; provided, however, that (x) such access shall not be a condition to Section 3.(f)(iiClosing under this Agreement and (y) that has been prepared in good faith and determined on a basis consistent with that used in the preparation of, and set forth in, the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of the adjustments, prorations, and apportionments to be made by Purchaser and Seller pursuant Merger Sub shall be entitled to rely on the Pre-Closing Statement in making payments under Section 10.(j) as of 2.2 and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Date (the "Estimated Section 10.(j)Statement.

Pre-Closing Statement. No later than On the fifth Business Day prior to Closing, the Finance Director of Antargaz shall, at the request of the Sellers’ Representative, deliver to the Purchaser and the Sellers’ Representative a statement in the form of spreadsheet (the “Pre-Closing Statement”) setting out: (i) the Estimated Net Debt, the Estimated Working Capital Adjustment, the Estimated Capital Expenditure Adjustment and the Estimated Fixed Asset Supplier Adjustment; (ii) the amount of the estimated Equity Value, equal to: (1) 655,000,000 (six hundred fifty five million) euros, (2) Estimated Net Debt, plus (3) Estimated Working Capital Adjustment, minus (4) the sum of 10,200,000 (ten million two hundred thousand) euros and the Bridge Financing Commitment Fee, minus (5) Estimated Capital Expenditure Adjustment plus (6) Estimated Fixed Asset Supplier Adjustment, (the “Estimated Equity Value”); (iii) the estimated purchase price per Share shall be equal to the following amounts: (a) with regards to each AGZ Share: (Estimated Equity Value + BSAs Exercise Price) / 37,076,387 (the “Estimated AGZ Share Price”); (b) with regards to each FA Share: ((Estimated Equity Value + BSAs Exercise Price) x 0.07360167 – BSAs Exercise Price) / 1,564,490 (the “Estimated FA Share Price”); and (iv) the amount to be paid on Closing determined as set out in Clause 4.1.3 (the “Closing Payment”), together with the Payment Accounts Details provided by PAI as Sellers’ Representatives. The Purchaser and the Sellers’ Representative shall have one (1) Business Day from the receipt thereof to review the Pre-Closing Statement and use their respective good faith efforts to agree on any modification thereof. For this purpose, the Purchaser and the Sellers’ Representative shall have access to any documentation, books, records and accounts relevant to the preparation of the Pre-Closing Statement. Failing agreement between the Purchaser and the Sellers’ Representative, the Pre-Closing Statement shall be finally determined by the Sellers’ Representative acting in good faith, except in the event that the disagreement is for an amount in excess of 3,000,000 (three million) euros, in which case the Pre-Closing Statement shall be finally determined by the Expert Accountant within two (2) but no more than five (5) Business Days prior to following the Closing Date, Seller shall deliver to Purchaser (the "Pre-Closing Statement"): (1) a good faith estimate of the aggregate amount of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money of the Target Companies (other than the prepayment premiums if any, as of the Closing Date, which are included in Seller's Closing Costs), which shall include the Existing Debt (such aggregate indebtedness herein Business Day referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a good faith estimate of the Seller Closing Costs calculated in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(ii) that has been prepared in good faith and determined on a basis consistent with that used in the preparation of, and set forth in, the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of the adjustments, prorations, and apportionments to be made by Purchaser and Seller pursuant to Section 10.(j) as of the Closing Date (the "Estimated Section 10.(j)preceding paragraph.