Estimated Final Closing DP Amount definition

Estimated Final Closing DP Amount means an amount equal to the product of (a) the sum of (i) any percentage change (whether positive or negative) in Production D&A generated by the Business solely with respect to the DP Brand Business at the Final Closing Facilities for the Sellers’ most recently completed fiscal year for which year-end financial statements are available as of the Final Closing, determined in accordance with such year-end financial statements and the Agreed Financial Methodology, as compared to such Production D&A for the Business’ 2015 fiscal year as reflected in the 2015 Data, as adjusted for certain mutually agreed upon items, plus (ii) 1, multiplied by (b) the Final Closing DP Purchase Price Component.

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