If subsequent to the calculation or delivery of a calculation or other deliverable that was required to be performed or delivered as of, on or prior to a day that is some number of days prior to the Target Closing Date, the Target Closing Date is adjusted so that it is a later date, the applicable Party will re-calculate or deliver such calculation or other deliverable as of, on or prior, as applicable, to such number of days prior to the Target Closing Date as so adjusted.
The Independent Fiduciary will direct the Plan Trustee to deliver to the Insurer on the Business Day prior to the Target Closing Date a calculation of the value of each asset on the Transferred Assets Schedule, calculated in accordance with the methodology set forth in Schedule 2.06(b), as of the close of business on the Business Day prior to the Closing (the aggregate amount of such valuations, the "Closing Date Asset Valuation").
As of the date hereof, none of GCI Parent, GCI and GCI Wireless have any reason to believe that the financing to fund the Purchase Price will not be available on commercially reasonable terms and conditions (or that GCI will not be able to satisfy any conditions to such financing) such that the condition set forth in Section 8.2(m) will be satisfied on the Target Closing Date or at such later time when the other conditions set forth in Section 8.2 have been satisfied or waived.
The Closing shall be held on the Target Closing Date at the offices of Nixon Peabody LLP, Rochester, New York, or such other date as may be mutually agreed upon by the parties.
The amount, if any, by which the Estimated Closing Date Net Working Capital is less than $49,132,000 (the Target Closing Date Net Working Capital) is the Estimated Net Working Capital Deficiency and the amount, if any, by which the Estimated Closing Date Net Working Capital exceeds the Target Closing Date Net Working Capital is the Estimated Net Working Capital Excess.