Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.

Closing Adjustment. Not less than At least three (3) Business Days prior to the anticipated Closing Date, Sellers Seller shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and prepare in good faith estimates and deliver to Buyer a statement (the “Closing EstimatesEstimated Statement”) setting forth an unaudited consolidated balance sheet of each the Acquired Companies as of 12:01 a.m. Eastern time on the Closing Date and an estimated calculation of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash AmountCash”); , and (iii) Seller’s calculation of the amount payable under Section 2.2(a) on the basis of the Estimated Statement, in each case, along with reasonable supporting detail to evidence the calculation of such amount. The Estimated Statement and all calculations therein shall be determined as of 12:01 a.m. Eastern time on the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with GAAP, consistently applied, and using the Accounting Methodologysame accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Audited Balance Sheet and the Example Net Working Capital Calculation. Purchasers Seller shall provide Buyer with reasonable access to the Books and Records of the Acquired Companies and shall cause the personnel of the Acquired Companies to reasonably cooperate with Buyer for the purpose of enabling Buyer to calculate, and to review Seller’s calculation of Estimated Net Working Capital and Estimated Cash and such amounts shall be entitled adjusted in response to review, and propose any reasonable changes comments of Buyer provided prior to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amountsClosing. The Sellers amount payable under Section 2.4(b)(i) shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Closing Net Working Capital, plus Capital is more than or less than Target Net Working Capital and (ii) increased dollar-for-dollar by the amount of the Estimated Closing Cash (provided that in no event shall the Estimated Cash exceed the Maximum Cash Amount); provided, less (iiihowever, that in the event of a decrease, in lieu of decreasing the amount payable under Section 2.4(b)(i), the Deferred Payment Amount shall first be decreased by up to an aggregate of $2,000,000, and, if applicable, thereafter the amount payable under Section 2.4(b)(i) shall be decreased by the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesamount in excess of $2,000,000.

Closing Adjustment. Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers the Seller Members shall provide Purchasers with cause the Company to prepare and deliver to Buyer a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each calculation of (i) the estimated Closing Working Capital as of 12:01 AM Pacific Time on the Closing Date (the “Estimated Closing Working Capital”)) in accordance with the calculation of Current Assets and Current Liabilities as set forth on Schedule C, (ii) the estimated amount of Cash as of 12:01 AM Pacific Time on the Closing Cash Amount Date (the “Estimated Closing Cash Amount”); , (iii) the estimated amount of Indebtedness as of 12:01 AM Pacific Time on the Closing Date Indebtedness (the aggregate amount of such Indebtedness, the “Estimated Closing Date IndebtednessIndebtedness Amount”); , identifying each Person to whom such Indebtedness is owed, the account designated by such Person to receive payment, and the amount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Indebtedness to such Person, and (iv) all unpaid Transaction Expenses (the Closing Date aggregate amount of such Transaction Fees (Expenses, the “Estimated Closing Date Transaction FeesExpenses Amount”), identifying each Person that provided services that generated Transaction Expenses, the account designated by such Person to receive payment, and the amount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Transaction Expenses to such Person; each such estimate to be prepared in good faith (each, an “Estimated Statement” and together, the “Estimated Statements”). Buyer may discuss with the Seller Members any aspect of the Estimated Statements before the Closing, and the Seller Members shall adjust the Estimated Statements to reflect any mutually agreed upon changes prior to the Closing. The final Estimated Statements (vtaking into account any adjustments pursuant to the foregoing sentence) will be delivered to Buyer at the Closing Adjustment (as defined below). Each of by the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the PurchasersSellers’ proposed changes in good faithRepresentative. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, Capital is less (iii) than the Target Working Capital, less then the Closing Payment Amount shall be reduced on a dollar-for-dollar basis by the amount of the deficiency (iv) such deficiency is referred to as the “Estimated Negative Working Capital Adjustment Amount”). If the Estimated Closing Date IndebtednessWorking Capital is greater than the Target Working Capital, and then the Closing Payment Amount shall be increased on a dollar-for-dollar basis by the amount of the excess (v) less such excess is referred to as the “Estimated Closing Date Transaction FeesPositive Working Capital Adjustment Amount”).

Closing Adjustment. Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) At least five Business Days before the Closing, the Remington Parties will prepare and deliver to AINC a statement setting forth their good-faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), which statement will contain an estimated balance sheet of the Remington Companies (iiother than Marietta Leasehold LP) on a consolidated basis as of the Closing Cash Amount Date (without giving effect to any of the Transactions), an estimated balance sheet of Marietta Leasehold LP on a consolidated basis as of the Closing Date (without giving effect to any of the Transactions), an estimate of the Non-Current Stock Plan Liability as of the Closing Date, a statement of the Estimated Pro Rated Incentive Fees, a statement of the Estimated Pro Rated Bonus Liabilities, a calculation of Estimated Closing Working Capital (the “Estimated Closing Cash AmountWorking Capital Statement”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); , and (v) the Closing Adjustment (as defined below). Each a certificate of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records senior accounting officer of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates Remington that (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (ix) the Estimated Closing Working CapitalCapital Statement (other than the Non-Current Stock Plan Liability and Estimated Pro Rated Incentive Fees) was prepared in accordance with GAAP applied using the same accounting methods, plus practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Audited 2018 Carve-Out Financial Statements (iiin the case Remington and its consolidated subsidiaries) and the Audited 2018 Marietta Financial Statements (in the case of Marietta Leasehold LP) as if such Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date IndebtednessCapital Statement were being prepared and audited as of a fiscal year end, and (vy) less the Estimated estimate of the Non-Current Stock Plan Liability was calculated applying the same methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used to calculate the Non-Current Stock Plan Liability set forth in Schedule 3.06(a) but with a determination date as of the Closing Date Transaction FeesDate.

Closing Adjustment. Not less than At least three (3) Business Days business days prior to the anticipated Closing Date, the Sellers shall provide Purchasers with a certificate signed by prepare in good faith and deliver to the Buyer (i) an officer of each estimated consolidated balance sheet of the Sellers attaching reasonable and good faith estimates Company as of immediately prior to the Closing Time, which shall reflect (without limitation) all Indebtedness (the “Closing EstimatesEstimated Balance Sheet”) and (ii) a calculation of each of (i) the Closing estimated Net Working Capital based on the Estimated Balance Sheet (the “Estimated Closing Net Working Capital”). The Estimated Balance Sheet and Estimated Closing Net Working Capital shall be prepared from the Books and Records in accordance with GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Recent Balance Sheet in compliance with Section 3.8 (except that notwithstanding the foregoing the determination of Estimated Closing Net Working Capital shall take into account the modifications and exceptions set forth in the proviso contained in the definition of “Net Working Capital” contained in this Agreement), and shall be accompanied by (i) a certificate of the Chief Financial Officer of the Company certifying to such preparation, and (ii) detailed supporting documents for the calculation of the Estimated Closing Net Working Capital. The Cash Purchase Price shall be increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Closing Net Working Capital on the Closing Cash Amount Date is more than $100,175.00 (the “Estimated Closing Cash AmountUpper Target”); (iii) the Closing Date Indebtedness or less than $81,962.00 (the “Estimated Closing Date IndebtednessLower Target”); ) (iv) such increase or decrease in the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changesCash Purchase Price, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment”). For purposes of this Agreement, an increase in the Cash Purchase Price will be referred to as a “Positive Closing Adjustment” shall equal (i) the Estimated and a decrease in Cash Purchase Price will be referred to as a “Negative Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction FeesAdjustment”.

Closing Adjustment. Not less No later than three (3) Business Days prior before the Closing, the Companies shall prepare, and the Sellers’ Representative shall deliver to the anticipated Closing DateBuyer, Sellers shall provide Purchasers with (a) a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates statement (the “Closing EstimatesEstimated Statement”) setting forth their good faith estimate of each of (i) the Closing CPS Working Capital (the “Estimated Closing CPS Working Capital”), (ii) the Closing Cash Amount MPI Working Capital (the “Estimated Closing Cash AmountMPI Working Capital”); , the CPS Cash (iii) the Closing Date “Estimated CPS Cash”), the MPI Cash (the “Estimated MPI Cash”), the CPS Indebtedness (the “Estimated Closing Date CPS Indebtedness”); (iv) the Closing Date Transaction Fees , MPI Indebtedness (the “Estimated Closing Date Transaction FeesMPI Indebtedness”); , the CPS Transaction Expenses (the “Estimated CPS Transaction Expenses”), the MPI Transaction Expenses (the “Estimated MPI Transaction Expenses”), the CPS Change of Control Payments (the “Estimated CPS Change of Control Payments”), and the MPI Change of Control Payments (v) the Closing Adjustment (“Estimated MPI Change of Control Payments”), in each case as defined below). Each of the Closing Estimates Date, which statement shall be determined prepared in accordance with GAAP and the Accounting MethodologyPrinciples and (b) the payee and the amount of all Transaction Expenses and all Change of Control Payments. Purchasers shall be entitled to review, and propose reasonable changes Prior to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changesClosing, the Closing Estimates (and the components thereof) as proposed by the Sellers Sellers’ Representative shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) provide to Buyer any books, records and other documents pertaining to or used in connection with the preparation of the Estimated Closing Working CapitalStatement and requested by Buyer, plus and (ii) consider any reasonable comments of Buyer with respect to the Estimated Statement. The CPS Closing Date Cash Amount, less Amount shall be (iiix) increased dollar-for-dollar by the Target Working Capital, less (iv) amount the Estimated CPS Working Capital exceeds $325,000 or (y) decreased dollar-for-dollar by the amount the Estimated CPS Working Capital is less than $325,000. The MPI Closing Date Indebtedness, and Cash Amount shall be (vx) less increased dollar-for-dollar by the amount the Estimated Closing Date Transaction FeesMPI Working Capital exceeds $250,000 or (y) decreased dollar-for-dollar by the amount the Estimated MPI Working Capital is less than $250,000.

Closing Adjustment. Not At the Closing, the Purchase Price shall be adjusted in the following manner: (A) either (1) an increase by the amount, if any, by which the Estimated Net Working Capital (as determined in accordance with this Section 2.7) is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Net Working Capital is less than three the Target Net Working Capital (3in either case, the “Estimated Adjustment Amount”); (B) a decrease by the outstanding Debt of the Sellers and the LicenseCos (not including the Intraparty Obligations) and Mission Maryland as of the close of business on the Closing Date; and (C) a decrease by the amount of unpaid Transaction Costs as of the close of business on the Closing Date. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment.” At least one (1) Business Days Day prior to the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and Mission Maryland shall prepare in good faith estimates and deliver to the Buyers a report (the “Closing EstimatesReport”) setting forth (1) an estimated consolidated balance sheet of each the Sellers and the LicenseCos and Mission Maryland as of (i) the Closing Date (without giving effect to the consummation of the transactions contemplated hereby), including the Sellers’ and Mission Maryland’s good faith estimate of the Net Working Capital (the “Estimated Closing Net Working Capital”), (ii2) the Closing Cash Amount Sellers’ and Mission Maryland’s good faith estimate of the Debt of the Sellers and the LicenseCos (not including the “Estimated Closing Cash Amount”); Intraparty Obligations) and Mission Maryland, and Transaction Costs and each of the components thereof, and (iii3) based upon the foregoing, a calculation of the Closing Date Indebtedness Payment based thereon (the “Estimated Closing Date IndebtednessPayment”); (iv) , including the Closing Date Transaction Fees (Sellers’ good faith estimate of the “portion of the Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined Payment payable to each Seller in accordance with the Accounting MethodologyAllocation Schedule. Purchasers The preparation of the Closing Report and the calculation of the components thereof shall be entitled to reviewprepared in accordance with the policies and procedures used in calculating the sample calculation of Net Working Capital as set forth on Schedule 2.7(a), and propose reasonable changes to shall (i) be signed by the Sellers and shall certify that the components of the Closing Estimates Report and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and calculations therein were prepared in good faith based on the books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereofLicenseCos and Mission Maryland, and (ii) as proposed by include reasonably detailed supporting documents for the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers calculation of the accuracy components of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction FeesReport.

Closing Adjustment. Not less (i) No later than three (3) Business Days prior to before the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by Seller will prepare and deliver to Buyer (A) an officer of each estimated unaudited consolidated balance sheet of the Sellers attaching reasonable Company at and as of 12:01 A.M. Central time on the Closing Date (the "Estimated Closing Balance Sheet") and (B) a statement setting forth Seller's good faith estimates (the “Closing Estimates”) estimate of each of (i) the amount of the Closing Working Capital (the “Estimated Closing Working Capital”)Cash, (ii) the any Closing Cash Amount (the “Estimated Closing Cash Amount”); Working Capital Surplus, (iii) the any Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); Working Capital Deficiency, (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and Expenses, (v) the amount of Closing Indebtedness and (vi) the Closing Adjustment Amount resulting therefrom (as defined belowsuch statement, the "Estimated Closing Statement"). Each Upon delivery of the Estimated Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall Statement, Buyer and its Representatives, including Buyer's independent accountants, will be entitled to review, during normal business hours and propose upon reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior advance notice, to the officers, employees, agreements and books and records of the Transferred Entities Acquired Companies relevant to verify the accuracy preparation of the Estimated Closing Balance Sheet and the Estimated Closing Statement as Buyer may reasonably request, and to discuss such amounts. The Sellers books and records with senior management of the Acquired Companies for the purpose of reviewing the Estimated Closing Balance Sheet or Estimated Closing Statement, and Seller shall consider the Purchasers’ proposed changes in good faithfaith any comments from Buyer with respect to the amounts and calculations contained therein. If To the Parties extent that, prior to Closing, Buyer and Seller agree in writing on any changes to the amounts set forth in the Estimated Closing Balance Sheet or the Estimated Closing Statement, the Estimated Closing Balance Sheet or the Estimated Closing Statement, as applicable, shall be revised to reflect such agreed-upon amounts; for the avoidance of doubt (but without limiting Section 1.2(c)), if Buyer and Seller are unable to reach agreement on resolve any proposed changesdifferences with respect to the amounts set forth in the Estimated Closing Balance Sheet or the Estimated Closing Statement prior to the Closing, then with respect to any amounts which remain in dispute, the amounts of Closing Estimates (and Cash, Closing Working Capital Surplus, Closing Working Capital Deficiency, Transaction Expenses, Closing Indebtedness or the components thereof) Closing Adjustment Amount as proposed by reflected in the Sellers Seller's initial Estimated Closing Statement shall control solely be used for purposes of calculating the Estimated Purchase Price on the Closing Date. From and after 12:01 A.M. Central time on the Closing Date through the Closing, no Acquired Company shall pay or otherwise remit or distribute any Cash to any Person (other than payments to be made at unaffiliated third-party trade creditors in the ordinary course of business in respect of liabilities included in Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of Working Capital taken into account in calculating the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Working Capital Surplus or Closing Working CapitalCapital Deficiency, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesas applicable).

Closing Adjustment. (i) Not less than three (3) Business Days prior to the anticipated Closing Date, Sellers the Seller Members shall provide Purchasers with have caused the Company to prepare and deliver to Buyer a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each calculation of (iA) the estimated Closing Working Capital as of 12:01 AM Eastern Time on the Closing Date (the “Estimated Closing Working Capital”), (ii) the Closing Cash Amount (the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled Principles, (B) the estimated amount of Indebtedness as of 12:01 AM Eastern Time on the Closing Date, identifying each Person to reviewwhom such Indebtedness is owed, the account designated by such Person to receive payment, and propose reasonable changes the amount necessary to satisfy in full the Closing Estimates Seller Members’ and Sellers shall provide Purchasers Company’s obligation for such Indebtedness to such Person (the aggregate amount of such Indebtedness, the “Estimated Indebtedness Amount”), and their Representatives with reasonable access(C) the estimated amount of all unpaid Transaction Expenses, at reasonable times following prior noticeidentifying each Person that provided services that generated Transaction Expenses, the account designated by such Person to receive payment, and the officersamount necessary to satisfy in full the Seller Members’ and Company’s obligation for such Transaction Expenses to such Person (the aggregate amount of such Transaction Expenses, employeesthe “Estimated Transaction Expenses Amount”); each such estimate to be prepared in good faith (each, agreements an “Estimated Statement” and books and records together, the “Estimated Statements”). To assist Buyer in its review of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changesEstimated Statements, the Closing Estimates (Seller Members and Company shall make available to Buyer and its Representatives such information and detail used in connection therewith that is reasonably requested by Buyer. Buyer shall notify the Sellers’ Representative of any dispute it has with any Estimated Statement, and the components thereof) as proposed Buyer and the Sellers’ Representative shall exercise good faith efforts to agree on the Estimated Statements in advance of the Closing; provided, however, the acceptance by the Sellers shall control solely for purposes Buyer of payments to be made at Closing and any Estimated Statement shall not limit or otherwise effect the Purchasers’ affect Buyer’s remedies under this Agreement Agreement, including its right to include such changes or otherwise other changes in its calculation of the Final Closing Working Capital, Final Indebtedness Amounts, or Final Transaction Expenses Amount, or constitute an acknowledgment acknowledgement by Purchasers Buyer of the accuracy of any of the Closing EstimatesEstimated Statements. The “Closing Adjustment” shall equal (i) If the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, Capital is less (iii) than the Target Working Capital, less then the Closing Cash Payment shall be reduced on a dollar-for-dollar basis by the amount of the deficiency (iv) such deficiency is referred to as the “Estimated Negative Working Capital Adjustment Amount”). If the Estimated Closing Date IndebtednessWorking Capital is greater than the Target Working Capital, then the Closing Cash Payment shall be increased on a dollar-for-dollar basis by the amount of the excess (such increase is referred to as the “Estimated Positive Working Capital Adjustment Amount”). The Estimated Negative Working Capital Adjustment Amount and (v) less the Estimated Closing Date Transaction FeesPositive Working Capital Adjustment Amount, as applicable, shall be allocated among the Seller Members in accordance with their respective Equity Percentages.

Closing Adjustment. Not less than (i) At least three (3) Business Days prior before the Closing, Quiksilver shall prepare and deliver to the anticipated Closing Date, Sellers shall provide Purchasers with Buyer a certificate signed by an officer of each of the Sellers attaching reasonable and statement setting forth its good faith estimates (the “Closing Estimates”) estimate of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) which statement shall contain an estimated balance sheet of the Company as of the Closing Cash Amount Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital (the “Estimated Closing Cash AmountWorking Capital Statement”); (iii) , and a certificate of the Chief Financial Officer of the Company that the Estimated Closing Date Indebtedness Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, valuation and estimation methodologies that were used in the preparation of the Sample Closing Working Capital Schedule (the “Working Capital Standard”). Quiksilver’s good faith calculation of Estimated Closing Date Indebtedness”); (iv) Working Capital contained in the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) Working Capital Statement will be made available for the Closing Adjustment (as defined below). Each review of Buyer and, if Buyer or its Representatives identify any material errors or gross inaccuracies in connection with their review of the Estimated Closing Estimates Working Capital Statement, Buyer will within two (2) Business Days of receipt of the Estimated Closing Working Capital Statement notify Quiksilver of such material errors or gross inaccuracies and Quiksilver will cooperate in good faith to address any such errors or gross inaccuracies. Following the delivery of the Estimated Closing Working Capital Statement, Buyer and Buyer’s accountants shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose have reasonable changes access to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changesCompany, the Closing Estimates (personnel of, and work papers prepared by, Quiksilver and/or Quiksilver’s accountants to the components thereof) as proposed by the Sellers shall control solely for purposes of payments extent that they relate to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus Capital Statement and to such historical financial information (iito the extent in Quiksilver’s or the Company’s possession) relating to the Estimated Closing Cash Amount, less (iii) Working Capital Statement as Buyer may reasonably request for the Target Working Capital, less (iv) purpose of reviewing the Estimated Closing Date IndebtednessWorking Capital Statement, and (v) less provided that such access shall be in a manner that does not interfere with the normal business operations of Buyer or the Company. For the avoidance of doubt, any failure of Buyer to notify Quiksilver of any error or inaccuracy in the Estimated Closing Date Transaction FeesWorking Capital Statement pursuant to this Section 1.4(a) shall not prejudice Buyer’s rights under Section 1.4(b) and Section 1.4(c) hereof.

Closing Adjustment. Not less than three At least four (34) Business Days prior business days before the Closing, Seller shall prepare and deliver to Buyer (A) a statement (the anticipated “Estimated Closing Date, Sellers shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching Working Capital Statement”) setting forth in reasonable and detail Seller’s good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital and each component thereof, and all supporting calculations, schedules, and documentation therefor (the “Estimated Closing Working Capital”), and (iiB) a certificate of the Closing Cash Amount (chief financial officer of Seller that the “Estimated Closing Cash Amount”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each of the Closing Estimates shall be determined Working Capital Statement was prepared in accordance with the Accounting MethodologyPolicies. Purchasers By way of illustration, a sample calculation of Estimated Closing Working Capital as of March 31, 2016 is set forth on Schedule 2.9 attached hereto. The Parties shall be entitled negotiate in good faith to review, and propose reasonable changes resolve any dispute related to the calculation of the Estimated Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior noticeWorking Capital within three (3) business days of Seller’s delivery of the Estimated Closing Working Capital Statement and, to the officersextent applicable, employeessuch estimated amount shall be adjusted to reflect any changes mutually agreed to by the Parties; provided, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If however, that if the Parties are unable to reach agreement on within such three (3) business day period with respect to any proposed changessuch dispute, the Buyer shall nevertheless proceed to the Closing, subject to the terms and conditions set forth herein, and, in such an event, Buyer shall pay to Sellers at the Closing Estimates the Closing Payment determined based upon the Estimated Closing Working Capital Statement as delivered by Seller (and it being understood that with respect to any unresolved items, the components thereof) Estimated Closing Working Capital Statement as proposed delivered by the Sellers Seller shall control solely for purposes of payments to be made determining the amounts payable at Closing and the Closing, but shall not limit or otherwise effect the Purchasers’ affect Buyer’s remedies under this Agreement or otherwise otherwise, or constitute an acknowledgment acknowledgement by Purchasers Buyer of the accuracy of the Closing Estimatesamounts reflected thereof). The “Closing Adjustment” Payment shall equal (i) be increased or decreased, respectively, dollar-for-dollar by the amount that the Estimated Closing Working Capital, plus Capital is more than or less than $3,150,000 (ii) the Estimated Closing Cash Amount, less (iii) the “Target Working Capital”) (such increase or decrease, less (iv) as applicable, the Estimated “Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction FeesPayment Adjustment”).

Closing Adjustment. Not less As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the date that is three (3) Business Days prior to the anticipated Closing Date, Sellers the Member Representatives shall provide Purchasers with a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of deliver to Parent: (i) an estimated balance sheet of the Company as of 12:01 a.m. Mountain Time on the Closing Working Capital Date; and (ii) a statement (the “Estimated Closing Working CapitalStatement”), in the format attached hereto as Exhibit B, of the Merger Consideration adjusted for (iiA) the Member Representatives’ good faith estimate of the Closing Cash Working Capital Amount (such estimate, the “Estimated Closing Cash Working Capital Amount”), presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b) and prepared in accordance with GAAP; (B) the Estimated Closing Working Capital Adjustment Amount, (C) the Member Representatives’ good faith calculation of the Closing Indebtedness Amount (such estimate, the “Estimated Closing Indebtedness Amount”); (iiiD) the Member Representatives’ good faith calculation of the Closing Date Indebtedness Non-Reimbursable Transaction Expenses Amount (such estimate, the “Estimated Closing Date IndebtednessNon-Reimbursable Transaction Expenses Amount”); , (ivE) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each Member Representatives’ good faith calculation of the Closing Estimates shall be determined Merger Consideration payable to each Member in accordance with the Accounting Methodology. Purchasers shall be terms hereof; (F) the Allocation Schedule; and (G) bank wire instructions for, and the aggregate amount due to, each Person entitled to review, and propose reasonable changes to any payment at the Closing Estimates pursuant to Section 3.02, in each case, which will be accompanied by reasonably detailed supporting calculations and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesdocumentation.

Closing Adjustment. Not less As soon as practicable before the Closing, but in no event later than 5:00 p.m. (Mountain Time) on the date that is three (3) Business Days prior to the anticipated Closing Date, Sellers the Company shall provide Purchasers with deliver to Parent a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates (the “Closing Estimates”) of each of (i) the Closing Working Capital statement (the “Estimated Closing Statement”) setting forth: (i) the Company’s good faith estimate of the Working CapitalCapital of the Target Companies as of 12:01 a.m. Mountain Time on the Closing Date (such estimate, the “Estimated Closing Working Capital Amount”), prepared in accordance with GAAP and presented in a manner consistent with the pro forma example attached hereto as Schedule 2.05(b); (ii) the Company’s good faith calculation of the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness Amount”); (iii) the Company’s good faith calculation of the Closing Cash Amount (such estimate, the “Estimated Closing Cash Amount”); (iiiiv) the Closing Date Indebtedness Company’s good faith calculation of the unpaid Company Transaction Expenses (such estimate, the “Estimated Closing Date IndebtednessCompany Transaction Expenses Amount”); (ivv) the Closing Date Transaction Fees amount of the aggregate Change of Control Payments to be paid pursuant to Section 3.02(a)(iii); (vi) the “Estimated Closing Date Transaction Fees”)Allocation Schedule; and (vvii) bank wire instructions for, and the aggregate amount due to, each Person entitled to any payment at Closing Adjustment (as defined belowpursuant to Section 3.02(a), in each case, which will be accompanied by reasonably detailed supporting calculations and documentation. Each of the Closing Estimates All such estimates shall be determined in accordance with the Accounting Methodology. Purchasers subject to Parent’s approval, which shall not be entitled to reviewunreasonably withheld, conditioned or delayed and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing calculating the Estimated Adjusted Merger Consideration and the Estimated Net Adjusted Merger Consideration and shall not limit or otherwise effect the Purchasers’ affect Parent’s remedies under this Agreement or otherwise otherwise, or constitute an acknowledgment acknowledgement by Purchasers Parent of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesamounts reflected therein.

Closing Adjustment. Not As soon as practicable before the Closing (but in any event, not less than three (3) two Business Days prior to the anticipated Closing Date), Sellers the Seller Representative shall provide Purchasers with deliver to Purchaser a certificate signed by an officer of each of the Sellers attaching reasonable and good faith estimates written statement (the “Pre-Closing EstimatesStatement”) of each of ), setting forth in reasonable detail: (i) an estimate of the Working Capital of the Acquired Companies (such estimate, the “Estimated Working Capital Amount”), which, shall be prepared in accordance with GAAP and this Agreement, including the definitions set forth herein, as applicable and presented in a manner consistent with the pro forma example of Working Capital, which was prepared as of October 31, 2022, attached hereto as Schedule 2.05(a), and the resultant Closing Working Capital Increase Amount or Closing Working Capital Decrease Amount, as applicable, (ii) an estimate of the Closing Indebtedness of the Acquired Companies (such estimate, the “Estimated Closing Working CapitalIndebtedness Amount”), (iiiii) an estimate of the Seller Transaction Expenses (such estimate, the “Estimated Seller Transaction Expense Amount”), (iv) an estimate of the Closing Cash Amount of the Acquired Companies (such estimate, the “Estimated Closing Cash Amount”); , (iiiv) an estimate of the Closing Date Indebtedness Change of Control Payments (such estimate, the “Estimated Closing Date IndebtednessChange of Control Payments”); , (ivvi) an estimate of the Closing Date Transaction Fees Paid Executory Period CapEx (such estimate, the “Estimated Closing Date Transaction FeesPaid Executory Period CapEx”); , (vii) the resultant Estimated Net Purchase Price and (vviii) an updated Allocation Schedule setting forth the Closing Adjustment amount (expressed as defined below). Each a dollar amount) of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers Estimated Net Purchase Price each Seller shall be entitled to review, and propose reasonable changes to receive in accordance with Section 3.02(a)(vi) (the Closing Estimates and Sellers “Updated Allocation Schedule”). Seller Representative shall provide Purchasers Purchaser and their Purchaser’s Representatives with reasonable access, at access to reasonable times following prior notice, to the officers, employees, agreements supporting documentation and books personnel as Purchaser and records of the Transferred Entities to verify the accuracy Purchaser’s Representatives may reasonably request in connection with their review of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Feesestimates.

Closing Adjustment. Not less (i) No later than three (3) Business Days prior to before the anticipated Closing Date, Sellers shall provide Purchasers with a certificate signed by the Partnership will deliver to the Parent (A) an officer of each estimated unaudited consolidated balance sheet of the Sellers attaching reasonable Partnership at and good faith estimates (as of 11:59 P.M. on the “Closing Estimates”) of each of (i) day immediately preceding the Closing Working Capital Date (the “Estimated Closing Working CapitalBalance Sheet”), (iiB) the Closing Cash Amount a statement (the “Estimated Closing Cash AmountStatement”); (iii) setting forth its good faith estimate of the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); and (v) the Closing Adjustment (as defined below). Each amount of the Closing Estimates shall be determined Cash, any Closing Working Capital Surplus or Closing Working Capital Deficiency, the Closing Indebtedness and the Transaction Expenses and (C) an updated version of Exhibit C reflecting the Rollover Consideration and Cash Consideration payable in accordance with the Accounting MethodologyEstimated Closing Statement (“Updated Exhibit C”). Purchasers shall The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared by the Partnership in accordance with GAAP and this Agreement applied on a basis consistent with past practice and the principles used in preparation of the Latest Balance Sheet (without giving effect to the transactions contemplated herein). The Parent and its Representatives, including the Parent’s independent accountants, will be entitled to reviewreview all work papers of the Partnership and its Representatives, including its independent accountants, prepared or reviewed in connection with the delivery of the Estimated Closing Balance Sheet and propose reasonable changes the Estimated Closing Statement, as well as access to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records and personnel of the Transferred Entities to verify Partnership as the accuracy Parent may reasonably request for the purpose of such amounts. The Sellers shall consider reviewing the Purchasers’ proposed changes in good faithEstimated Closing Balance Sheet and the Estimated Closing Statement. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) Parent disputes the Estimated Closing Working CapitalBalance Sheet, plus (ii) the Estimated Closing Cash AmountStatement (or any portion thereof) or the Updated Exhibit C prior to the Closing, less (iii) then the Target Working CapitalParent, less (iv) the Estimated Closing Date IndebtednessPartnership, and (v) less the Estimated Closing Date Transaction FeesHolder Representative will negotiate in good faith to resolve any such dispute at or prior to Closing.

Closing Adjustment. Not less than (i) At least three (3) Business Days prior before the Closing, Seller shall prepare and deliver to the anticipated Closing Date, Sellers shall provide Purchasers with Buyer a certificate signed by an officer of each of the Sellers attaching reasonable and statement setting forth its good faith estimates (the “Closing Estimates”) estimate of each of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) which statement shall contain an estimated consolidated balance sheet of Xxxxxxxx and the Company as of the Closing Cash Amount Date (without giving effect to the transactions contemplated herein) and a separate statement of the amount of cash in Xxxxxxxx’x and the Company’s bank accounts as of the Closing Date and a description of the dollar amount of each such account (the “Actual Closing Cash”), a calculation of Estimated Closing Working Capital (the “Estimated Closing Cash AmountWorking Capital Statement”); (iii) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); (iv) the Closing Date Transaction Fees (the “Estimated Closing Date Transaction Fees”); , and (v) the Closing Adjustment (as defined below). Each a certificate of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records Chief Financial Officer of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) Seller that the Estimated Closing Working CapitalCapital Statement was prepared in accordance with Exhibit C and GAAP applied using the same accounting methods, plus (ii) practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end as if such Estimated Closing Working Capital Statement was being prepared and audited as of a fiscal year end. The Actual Closing Cash Amountshall include cash held in Xxxxxxxx’x and the Company’s bank accounts of at least $650,000 (“Required Closing Cash”) (and which, less (iii) for great certainty and without duplication, shall be included in the Target Closing Working Capital, ). If the Actual Closing Cash is less than the Required Closing Cash at Closing then Seller shall pay to Buyer at Closing an amount equal to the difference between the Required Closing Cash and the Actual Closing Cash (iv) the Estimated “Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction FeesCash Deficiency”).

Closing Adjustment. Not (i) At the Closing, the Purchase Price shall be adjusted in the following manner (in each case as determined in accordance with Section 2.04(a)(ii) below): (A) either (1) an increase by the amount, if any, by which the Estimated Closing Working Capital is greater than the Target Net Working Capital, or (2) a decrease by the amount, if any, by which the Estimated Closing Working Capital is less than three the Target Net Working Capital; (3B) either (1) an increase by the amount, if any, by which the Estimated Closing PP&E Amount is greater than the Target PP&E Amount, or (2) a decrease by the amount, if any, by which the Estimated Closing PP&E Amount is less than the Target PP&E Amount; (C) an increase by the outstanding amount of Estimated Closing Cash of the Heartland Companies as of the Calculation Time; (D) a decrease by the outstanding Estimated Closing Indebtedness of the Heartland Companies as of the Calculation Time; and (E) a decrease by the amount of unpaid Estimated Closing Transaction Expenses of the Heartland Companies as of the Calculation Time. The net amount after giving effect to the adjustments listed above shall be the “Closing Date Payment”. (ii) One (1) Business Days Day prior to the anticipated Closing DateClosing, Sellers Seller Representative shall provide Purchasers prepare and deliver to Buyer a statement with a certificate signed by an officer of each of the Sellers attaching reasonable and its good faith estimates (the “Closing Estimates”) of each estimate of (i) the Closing Working Capital (the “Estimated Closing Working Capital”), (ii) the Closing Cash PP&E Amount (the “Estimated Closing Cash PP&E Amount”); , (iii) the Closing Date Indebtedness Cash (the “Estimated Closing Date IndebtednessCash”); , (iv) Closing Indebtedness (including an itemized list of each such item of Closing Indebtedness and the person to whom such item of Closing Date Transaction Fees Indebtedness is owed) (the “Estimated Closing Date Transaction FeesIndebtedness”); ) and (v) Closing Transaction Expenses (including an itemized list of each such unpaid Transaction Expense and the person to whom such expense is owed) (“Estimated Closing Adjustment (Transaction Expenses”), which statement shall contain an estimated balance sheet of the Heartland Companies as defined below). Each of the Closing Estimates shall be determined in accordance with the Accounting Methodology. Purchasers shall be entitled to review, and propose reasonable changes Date (without giving effect to the Closing Estimates and Sellers shall provide Purchasers and their Representatives with reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and books and records of the Transferred Entities to verify the accuracy of such amounts. The Sellers shall consider the Purchasers’ proposed changes in good faith. If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates (and the components thereof) as proposed by the Sellers shall control solely for purposes of payments to be made at Closing and shall not limit or otherwise effect the Purchasers’ remedies under this Agreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates. The “Closing Adjustment” shall equal (i) the Estimated Closing Working Capital, plus (ii) the Estimated Closing Cash Amount, less (iii) the Target Working Capital, less (iv) the Estimated Closing Date Indebtedness, and (v) less the Estimated Closing Date Transaction Fees.transactions