Common use of Closing Adjustment Clause in Contracts

Closing Adjustment. At least three Business Days before the Closing, MD Holdings shall cause the Company to prepare and deliver to XXXX a statement setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Closing Indebtedness (the “Estimated Closing Indebtedness”), and Closing Cash on Hand (“Estimated Closing Cash on Hand”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand (the “Estimated Closing Statement”), a calculation based on the Estimated Closing Statement of Company Preferred Stock Value, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and Total Holder Value for each MD Holdings Member as of immediately prior to the Effective Time and a certificate of the Chief Financial Officer of MD Holdings, acknowledged and agreed to in writing by the Seller Representative, that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end. The “Closing Adjustment Amount” shall be an amount equal to (i) Estimated Closing Working Capital minus Target Working Capital, plus (ii) if positive, Estimated Closing Cash on Hand minus Target Cash minus (iii) if negative, the absolute value of Estimated Closing Cash on Hand minus Target Cash, minus (iv) the Estimated Closing Indebtedness. XXXX may object to MD Holdings’ Estimated Closing Statement and the Estimated Closing Working Capital, Estimated Closing Indebtedness and/or Estimated Closing Cash on Hand set forth therein, in which case MD Holdings and XXXX shall negotiate in good faith to agree on the Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand for purposes of determining the Closing Adjustment Amount. In the event that XXXX and MD Holdings are unable to resolve any such disputes through negotiation, the Estimated Closing Statement as prepared by the Company on behalf of MD Holdings shall be accepted for purposes of Closing, subject to Section 3.7(b).

Closing Adjustment. (A) At least three five (5) Business Days before the Closing, MD Holdings shall cause the Company to shall prepare and deliver to XXXX the Buyer a statement setting forth its the Company’s good faith estimate estimates of (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), ) and (ii) the Closing Net Indebtedness (the “Estimated Closing Net Indebtedness”)” and, and together with the Estimated Closing Cash on Hand (Net Working Capital, the “Estimated Closing Cash on HandAmounts”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Net Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand Capital (the “Estimated Closing Net Working Capital Statement”) and a calculation of Estimated Closing Net Indebtedness (the “Estimated Closing Net Indebtedness Statement”), a calculation based on the Estimated Closing Statement of Company Preferred Stock Value, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and Total Holder Value for each MD Holdings Member as of immediately prior to the Effective Time and a certificate of the Chief Financial Officer of MD Holdings, acknowledged and agreed to in writing by the Seller Representative, Company that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end. The “Closing Adjustment Amount” shall be an amount equal to (i) Estimated Closing Net Working Capital minus Target Working Capital, plus (ii) if positive, Estimated Closing Cash on Hand minus Target Cash minus (iii) if negative, the absolute value of Estimated Closing Cash on Hand minus Target Cash, minus (iv) the Estimated Closing Indebtedness. XXXX may object to MD Holdings’ Estimated Closing Statement and the Estimated Closing Working CapitalNet Indebtedness Statement were prepared in accordance with the definitions thereof. Not less than two (2) Business Days prior to the anticipated Closing Date, the Buyer shall notify the Company in the event that it disputes any aspect of the Estimated Amounts or the calculations thereof. Prior to the Closing Indebtedness and/or Estimated Closing Cash on Hand set forth thereinDate, in which case MD Holdings the Buyer and XXXX the Company shall negotiate in good faith to agree on resolve any such dispute (or any aspect thereof). The amount so agreed following such negotiations (or as otherwise so agreed) shall be the Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand Amounts for purposes of determining the Closing Adjustment AmountClosing. In If the event that XXXX Buyer and MD Holdings the Company are unable to resolve any such disputes through negotiationdispute, the Estimated Amounts set forth in the Estimated Closing Net Working Capital Statement as prepared by and the Company on behalf of MD Holdings Estimated Closing Net Indebtedness Statement shall be accepted the Estimated Amounts for the purposes of the Closing, subject to Section 3.7(b).

Closing Adjustment. (i) At least three (3) Business Days before the Closing, MD Holdings shall cause the Company to shall prepare and deliver to XXXX Parent a statement (the “Estimated Closing Statement”) setting forth its good faith estimate estimates of Closing Working Capital each component of the Share Consideration Adjustment Amount Value (the “Estimated Closing Working Capital”), Closing Indebtedness (the “Estimated Closing Indebtedness”), and Closing Cash on Hand (“Estimated Closing Cash on HandShare Consideration Adjustment Amount Value”), which statement shall contain an estimated unaudited balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand (the “Estimated Closing Statement”), a calculation based on the Estimated Closing Statement of Company Preferred Stock Value, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and Total Holder Value for each MD Holdings Member as of immediately prior to the Effective Time and a certificate of the Chief Financial Officer Vice President of MD Holdings, acknowledged and agreed to in writing by Finance of the Seller Representative, Company that the Estimated Closing Statement was prepared in accordance with US GAAP applied and using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were procedures used in to prepare the preparation of the Company Financial Statements for (as modified by Schedule 2.19(b)) (the most recent fiscal year end as if such Estimated Closing Statement was being prepared “Accounting Policies”). In the event of any conflicts between US GAAP and audited as of a fiscal year endthe Accounting Policies, US GAAP shall control. The “Closing Adjustment Amount” shall be an amount equal to (i) Estimated Closing Working Capital minus Target Working Capital, plus (ii) if positive, Estimated Closing Cash on Hand minus Target Cash minus (iii) if negative, parties hereto agree that the absolute value purpose of Estimated Closing Cash on Hand minus Target Cash, minus (iv) preparing the Estimated Closing Indebtedness. XXXX may object to MD Holdings’ Estimated Closing Statement and determining Current Assets and Current Liabilities pursuant to this Section 2.19 is to adjust for inaccuracies in the Estimated estimates in the amounts of Closing Working Capital, Estimated Current Assets, Current Liabilities, Excess Cash, Company M&A Fund Cash Amount, and Closing Indebtedness and/or Estimated as of the Closing, and such processes are not intended to permit the introduction of different judgments, accounting methods, policies, principles, practices, procedures, classifications or estimation methodologies for the purpose of preparing the estimates of Closing Working Capital, Current Assets, Current Liabilities, Excess Cash, Company M&A Fund Cash on Hand set forth therein, Amount and Closing Indebtedness as of the Closing. The Company shall cooperate with Parent in which case MD Holdings and XXXX shall negotiate supplying any other information Parent may reasonably request in good faith order to agree verify the amounts reflected on the Estimated Closing Statement. The estimates of Closing Working Capital, Excess Cash, Company M&A Fund Cash Amount and Closing Indebtedness as of the Closing set forth on the Estimated Closing Indebtedness Statement, with any changes thereto as agreed by Parent and Estimated Closing Cash on Hand the Company prior to the Closing, will be used for purposes of determining calculating the Closing Adjustment Amount. In the event that XXXX and MD Holdings are unable to resolve any such disputes through negotiation, the Estimated Closing Statement as prepared by the Company on behalf of MD Holdings shall be accepted for purposes of Closing, subject to Section 3.7(b)Merger Consideration absent manifest error.

Closing Adjustment. At least three (3) Business Days before the Closing, MD Holdings the Companies shall cause the Company to prepare and deliver to XXXX Tastemaker a statement in the form of the Example Statement setting forth its their good faith estimate and calculation of the Closing Working Capital Capital, the Closing Net Debt and the Closing Adjustment and the resulting calculation of the Stock Consideration, including a detailed itemization of the components thereof, and determined pursuant to the definitions contained in this Agreement (the “Estimated Closing Working CapitalAdjustment Statement”). From and after delivery of the Closing Adjustment Statement and through the Closing Date, (i) the Companies shall promptly provide Tastemaker updates to the Closing Indebtedness Adjustment Statement to reflect any changes thereto (including any component thereof) (the Closing Adjustment Statement revised to reflect any such updates is hereinafter referred to as an “Estimated Updated Closing IndebtednessAdjustment Statement”), and (ii) Tastemaker shall have the right to review and comment on such calculations and estimates, the Companies shall consider in good faith any such comments made by Tastemaker, and the Companies and Tastemaker shall cooperate with each other through the Closing Cash on Hand Date and use good faith efforts to resolve any differences regarding the calculations and estimates contained in the Closing Adjustment Statement or any Updated Closing Adjustment Statement (“Estimated and any updates or revisions as may be agreed by the Companies and Tastemaker shall be included in any Updated Closing Cash on Hand”Adjustment Statement). The Companies shall, which statement and shall contain an estimated balance sheet of cause their Representatives to, (x) reasonably cooperate with Tastemaker and its Representatives to the Company as extent related to Tastemaker’s review of the Closing Date (without giving effect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness Adjustment Statement and Estimated Closing Cash on Hand (the “Estimated Closing Statement”), a calculation based on the Estimated Closing Statement of Company Preferred Stock Value, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and Total Holder Value for each MD Holdings Member as of immediately prior to the Effective Time and a certificate of the Chief Financial Officer of MD Holdings, acknowledged and agreed to in writing by the Seller Representative, that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end. The “any Updated Closing Adjustment Amount” shall be an amount equal to (i) Estimated Closing Working Capital minus Target Working Capital, plus (ii) if positive, Estimated Closing Cash on Hand minus Target Cash minus (iii) if negative, the absolute value of Estimated Closing Cash on Hand minus Target Cash, minus (iv) the Estimated Closing Indebtedness. XXXX may object to MD Holdings’ Estimated Closing Statement and the Estimated Closing Working Capital, Estimated Closing Indebtedness and/or Estimated Closing Cash on Hand set forth therein, in which case MD Holdings calculations and XXXX shall negotiate estimates contained therein (including engaging in good faith discussion related thereto) and (y) provide access to agree on personnel, books, records and other information during normal business hours to the Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand for purposes extent related to the review of determining the Closing Adjustment Amount. In Statement and any Updated Closing Adjustment Statement and reasonably requested by Tastemaker or its Representatives in connection with such review; provided, that such access shall not unreasonably interfere with the event that XXXX business of the Companies and MD Holdings are unable to resolve any such disputes through negotiation, the Estimated Closing Statement as prepared by the Company on behalf of MD Holdings shall be accepted for purposes of Closing, subject to Section 3.7(b)their Subsidiaries.

Closing Adjustment. At least (i) Not less than three (3) Business Days before prior to the ClosingClosing Date, MD Holdings the Seller Parties shall, or shall cause the Company to to, prepare and deliver to XXXX a statement Buyer Parties an estimated closing balance sheet for the Company setting forth its good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), Closing Indebtedness (the “Estimated Closing Indebtedness”), Company's estimated consolidated assets and Closing Cash on Hand (“Estimated Closing Cash on Hand”), which statement shall contain an estimated balance sheet of the Company liabilities as of 12:01 AM Eastern Time on the Closing Date (without giving effect the "Estimated Closing Balance Sheet"). The Estimated Closing Balance Sheet shall be prepared by the Company in good faith in accordance with the Accounting Principles and, with respect to the transactions contemplated herein), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand (in the “Estimated Closing Statement”), a calculation based on same manner as the determination of the Target Working Capital which Target Working Capital shall be determined in accordance with the Accounting Principles. In connection with the preparation of the Estimated Closing Statement Balance Sheet, the Company shall also prepare a calculation of Company Preferred Stock Valuethe estimated Closing Working Capital as of 12:01 AM Eastern Time on the Closing Date (the "Estimated Closing Working Capital") in accordance with the Accounting Principles, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and Total Holder Value for each MD Holdings Member the estimated amount of Indebtedness as of immediately prior to the Effective Time Closing (the "Estimated Indebtedness Amount"), all unpaid Transaction Expenses, identifying each Person that provided services that generated Transaction Expenses and a certificate of the Chief Financial Officer of MD Holdings, acknowledged and agreed amount necessary to satisfy in writing by full the Seller RepresentativeParties' and Company's obligation for such Transaction Expenses and such amount (the "Estimated Transaction Expenses Amount") each such estimate to be prepared in good faith, that in accordance with the Accounting Principles (each, including the Estimated Closing Statement was prepared Balance Sheet, an "Estimated Statement" and together, the "Estimated Statements"). To assist Buyer Parties in accordance with GAAP applied using their review of the same accounting methodsEstimated Statements, practices, principles, policies the Seller Parties and procedures, with consistent classifications, judgments Company shall make available to Buyer Parties and valuation their Representatives such information and estimation methodologies that were detail used in connection therewith that is reasonably requested by Buyer Parties. Buyer Parties shall notify the preparation Seller Rep of the Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end. The “Closing Adjustment Amount” shall be an amount equal to (i) Estimated Closing Working Capital minus Target Working Capital, plus (ii) if positive, Estimated Closing Cash on Hand minus Target Cash minus (iii) if negative, the absolute value of Estimated Closing Cash on Hand minus Target Cash, minus (iv) any dispute it has with the Estimated Closing Indebtedness. XXXX may object to MD Holdings’ Balance Sheet or any Estimated Closing Statement Statement, and the Estimated Closing Working Capital, Estimated Closing Indebtedness and/or Estimated Closing Cash on Hand set forth therein, in which case MD Holdings Buyer Parties and XXXX the Seller Rep shall negotiate in exercise good faith efforts to agree on the Estimated Closing Balance Sheet and Estimated Statements in advance of the Closing; provided, however, that the acceptance by Buyer Parties of the Estimated Closing Balance Sheet or any Estimated Statement shall not limit or otherwise affect Buyer Parties' remedies under this Agreement, including their right to include such changes or other changes in the Closing Balance Sheet, or constitute an acknowledgment by Buyer Parties of the accuracy of the Estimated Closing Balance Sheet or any of the Estimated Statements. If the Estimated Closing Working Capital is less than the Target Working Capital, Estimated Closing Indebtedness and Estimated then the Closing Cash on Hand for purposes Payment shall be reduced by the amount of determining the Closing deficiency (such deficiency is referred to as the "Estimated Negative Working Capital Adjustment Amount"). In the event that XXXX and MD Holdings are unable to resolve any such disputes through negotiation, If the Estimated Closing Statement as prepared Working Capital is greater than the Target Working Capital, then the Closing Cash Payment shall be increased by the Company on behalf amount of MD Holdings shall be accepted for purposes of Closing, subject the excess (such increase is referred to Section 3.7(bas the "Estimated Positive Working Capital Adjustment Amount").

Closing Adjustment. (i) At least three Business Days before the Closing, MD Holdings Sellers shall cause the Company to prepare and deliver to XXXX Buyer a statement setting forth its their good faith estimate of (A) Closing Working Capital (the “Estimated Closing Working Capital”), Closing Indebtedness (the “Estimated Closing Indebtedness”), and Closing Cash on Hand (“Estimated Closing Cash on Hand”), which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the transactions contemplated herein, except for the Controller Termination Payment, which shall reduce the Closing Working Capital by the amount of the Controller Termination Payment on a dollar for dollar basis ), a calculation of Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand Capital (the “Estimated Closing Working Capital Statement”), a calculation based on the Estimated Closing Statement of Company Preferred Stock Value, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and Total Holder Value for each MD Holdings Member as of immediately prior to the Effective Time and a certificate of the Chief Financial Officer of MD Holdings, acknowledged and agreed to in writing by the Seller Representative, Company that the Estimated Closing Working Capital Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company Unaudited 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 , and (B) Closing Plant, Property and Equipment (the “Estimated Closing Adjustment Amount” Plant, Property and Equipment”), which statement shall contain an original cost list of the Company’s Estimated Plant, Property and Equipment as of the Closing Date prepared using the same valuation methodologies that were used in the preparation of the Unaudited Financial Statements for the most recent fiscal year end and the Interim Financial Statements(the “Estimated Closing Plant, Property and Equipment Statement”).Notwithstanding the foregoing, the Company shall purchase the three new trailers and one yard crane listed on Section 2.04(a) of the Disclosure Schedules (collectively, the “Excluded Equipment”) for the Company’s Andrews, Texas location prior to Closing, the Company shall be an amount equal to responsible for paying the costs of the Excluded Equipment (i) Estimated Closing Working Capital minus Target Working Capitalwhich shall total approximately $260,000), plus (ii) if positive, Estimated Closing Cash on Hand minus Target Cash minus (iii) if negative, the absolute value of Estimated Closing Cash on Hand minus Target Cash, minus (iv) the Estimated Closing Indebtedness. XXXX may object to MD Holdings’ Estimated Closing Statement and the Estimated Closing Working Capital, Estimated Closing Indebtedness and/or Estimated Closing Cash on Hand set forth therein, in which case MD Holdings and XXXX Excluded Equipment shall negotiate in good faith to agree not be contained on the Estimated Closing Working CapitalPlant, Estimated Closing Indebtedness Property and Estimated Closing Cash on Hand for purposes of determining the Closing Adjustment Amount. In the event that XXXX and MD Holdings are unable to resolve any such disputes through negotiation, the Estimated Closing Statement as prepared by the Company on behalf of MD Holdings shall be accepted for purposes of Closing, subject to Section 3.7(b)Equipment Statement.

Closing Adjustment. At least three (a) Not less than five (5) Business Days before prior to the Closinganticipated Closing Date, MD Holdings Seller shall cause the Company to prepare and deliver to XXXX a provide Buyer with an estimated statement setting forth its good faith estimate of Closing Working Capital as of the Closing Date (the “Statement of Estimated Closing Working Capital”), Closing Indebtedness which shall be accompanied by a notice (the “Closing Notice”) that sets forth (i) Seller’s determination of the Closing Adjustment (if any) and the Purchase Price after giving effect to the Closing Adjustment and (ii) the account or accounts to which Buyer shall transfer funds pursuant to Sections 2.03 and 2.06. The Statement of Estimated Closing Indebtedness”), Working Capital and the Closing Cash on Hand (“Notice shall each be signed by Seller’s principal financial officer or principal accounting officer and be accompanied by reasonable supporting documentation. Buyer shall have the right to review the Statement of Estimated Closing Cash on Hand”), which statement shall contain an estimated balance sheet Working Capital and such supporting documentation or data as Buyer may reasonably request. In the event that Buyer does not agree with Seller’s estimate of Working Capital as of the Company Closing, Seller and Buyer shall negotiate in food faith to mutually agree on an acceptable estimate of the Working Capital as of the Closing Date (without giving effect Date, and Seller shall consider in good faith any proposed comments or changes that Buyer may reasonably suggest; provided, however, that Seller may elect to close on the transactions contemplated herein)undisputed portion of the Statement of Estimated Closing Working Capital upon written notice by Seller to Buyer; provided, a calculation further, that Seller’s failure to include in the Statement of Estimated Closing Working Capital any changes proposed by Buyer, the acceptance by Buyer of the Statement of Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand (or the “Estimated Closing Statement”), a calculation based closing on the Estimated Closing undisputed portion of the Statement of Company Preferred Stock Value, Company Preferred Stock Value (MD Portion), Company Equity Value, Company Equity Value (MD Portion) and Total Holder Value for each MD Holdings Member as of immediately prior to the Effective Time and a certificate of the Chief Financial Officer of MD Holdings, acknowledged and agreed to in writing by the Seller Representative, that the Estimated Closing Statement was prepared in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Company Financial Statements for the most recent fiscal year end as if such Estimated Closing Statement was being prepared and audited as of a fiscal year end. The “Closing Adjustment Amount” shall be an amount equal to (i) Estimated Closing Working Capital minus Target shall not limit or otherwise affect Buyer’s or Seller’s remedies under this Agreement, including Buyer’s right to include such changes or any other changes in the Initial Working CapitalCapital Statement, plus (ii) if positive, Estimated Closing Cash on Hand minus Target Cash minus (iii) if negative, or constitute an acknowledgement by Buyer of the absolute value accuracy of Estimated Closing Cash on Hand minus Target Cash, minus (iv) the Estimated Closing Indebtedness. XXXX may object to MD Holdings’ Estimated Closing Statement and the of Estimated Closing Working Capital, Estimated Closing Indebtedness and/or Estimated Closing Cash on Hand set forth therein, in which case MD Holdings and XXXX shall negotiate in good faith to agree on the Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash on Hand for purposes of determining the Closing Adjustment Amount. In the event that XXXX and MD Holdings are unable to resolve any such disputes through negotiation, the Estimated Closing Statement as prepared by the Company on behalf of MD Holdings shall be accepted for purposes of Closing, subject to Section 3.7(b).