Common use of Estimated Purchase Price Clause in Contracts

Estimated Purchase Price. Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

Estimated Purchase Price. Not less than five (5a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.3.2(b), at least three (3) Business Days prior to the anticipated Closing Date, the Seller Main Sellers shall deliver or cause the Company to deliver to the Buyer Purchaser a statement prepared in good faith estimate in accordance with the Calculation Principles (in all cases without double-counting of the consolidated balance sheet of the Company Cure Costs) and the Consolidated Subsidiaries terms hereof setting forth (i) the estimated Net Inventory Value as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase PriceNet Inventory Value”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on estimated amount of the Pro Forma Balance SheetCIP Receivables Amount as of the Closing (the “Estimated CIP Receivables Amount”), (iii) the estimated Contractual Liabilities Amount as of the Closing (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in accordance with GAAP applied consistently with the Company’s past practices form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (to the extent such past practices are consistent with GAAP), and (iiivii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith an estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly Employee Adjustment Amount as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, (the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the “Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two Employee Adjustment Amount”) and (2viii) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

Estimated Purchase Price. Not less Beginning no later than five (5) Business Days prior to the anticipated Closing Date, or such other time as Buyer and Seller may mutually agree, Buyer and Seller, or their designated representatives, shall reasonably cooperate to jointly conduct a physical count and tally of the Seller shall deliver or cause finished products, raw materials and supplies of the Company to deliver or attributable to the Buyer Transferred Assets (the “Inventory” and such count and tally, the “Inventory Count”) of the Company or attributable to the Transferred Assets (which for the avoidance of doubt, shall include amounts attributable to the Canada Transferred Assets) and shall use commercially reasonably efforts to jointly agree on a good valuation (the “Inventory Valuation”) of the same to be included in the Net Working Capital Adjustment Amount, which physical count and tally shall be rolled forward to the Closing Date in order to determine the amount of the Inventory for the good-faith estimate of the consolidated balance sheet Net Working Capital Adjustment Amount; provided that in no event shall such Inventory Count or the determination of the Company Inventory Valuation delay the date that the Closing would otherwise occur as contemplated by Section 1.1 hereof and if the Consolidated Subsidiaries as of the close of business parties are unable to agree in good faith on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Inventory Valuation, Seller’s good faith estimate determination of the Purchase Price (Inventory Valuation shall control for purposes of the “Estimated Purchase Price”)Closing Statement. The Preliminary Closing Balance Sheet (i) Such Inventory shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be valued in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotesAccounting Principles. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not No later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company provide to re-deliver to the Buyer a revised Preliminary statement (the “Estimated Closing Balance Sheet, Statement”) setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting an estimate of the Final Purchase Price which shall be based upon (i) the Enterprise Value and (ii) good-faith estimates of the Closing Date Cash, the Closing Date Indebtedness, the Net Working Capital Adjustment Amount and the Transaction Expenses (the “Estimated Purchase Price”), in each case, delivered with reasonable supporting detail with respect to the calculation of such amounts.

Estimated Purchase Price. Not less No later than five (5) Business Days prior to the anticipated Closing Date, the Seller Sellers shall deliver or cause the Company to deliver to the provide Buyer with a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date written statement (the “Preliminary Estimated Closing Balance SheetStatement”) together with the Seller’s reflecting Sellers’ good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) , which shall be prepared in a manner consistent with the format and methodology reflect its estimate of each of the Pro Forma Balance Sheetfollowing components thereof: (a) Closing Cash (the “Estimated Cash”), (iib) subject to Closing Working Capital (the adjustments set forth on “Estimated Working Capital”), (c) Closing Debt (the Pro Forma Balance Sheet“Estimated Debt”) (d) Approved Acquisition Amount (the “Estimated Acquisition Amount”), shall be in accordance with GAAP applied consistently with (e) Divestiture Transaction Amount (the Company’s past practices “Estimated Divestiture Amount”), (to f) Closing Transaction Expenses (the extent such past practices are consistent with GAAP“Estimated Transaction Expenses”) and (g) Restricted Cash Shortfall (the “Estimated Restricted Cash Shortfall”), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet including reasonably detailed calculations and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate documentation demonstrating each such component of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In The Estimated Closing Statement, and the event components thereof, shall be prepared based upon the Buyer has identified books and records of the Company Entities in accordance with the Accounting Methodology, the format of the Net Working Capital Schedule and the definitions as provided in this Agreement, and shall be prepared so as not to take into account the effects of any adjustments purchase accounting in connection with this Agreement or any of the transaction documents contemplated hereby or other changes arising from or resulting as a consequence of the transactions contemplated hereby other than amounts becoming payable due to the Preliminary occurrence of any of the foregoing. All amounts included in the Estimated Closing Balance Sheet, then not later than Statement shall be expressed in U.S. dollars. Amounts in other currencies shall be converted into U.S. dollars by using the Exchange Rates as of the date of the Estimated Closing Statement. Buyer shall be entitled to review and comment on the Estimated Closing Statement until the date that is two (2) Business Days prior to the anticipated Closing Date, the Seller and Sellers shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes consider such comments in good faith to be required to accurately calculate and modify the Estimated Closing Statement, including the Estimated Purchase Price based reflected therein, not later than the Business Day prior to the Closing Date, to reflect any such comments with which the Sellers agree; provided, that no disagreement between the parties with respect thereto shall delay the Closing. The Estimated Closing Statement, as modified in accordance with the immediately preceding sentence, if applicable, shall be binding on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate parties hereto for purposes of this Section 3.01 and for purposes of determining the Estimated Purchase PricePrice in this Section 3.01.

Estimated Purchase Price. Not less No later than five (5) four Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver be prepared and delivered to the Buyer a good good-faith estimate (“Estimated Price Calculation Statement”) of (a) the consolidated balance sheet of the Company and the Consolidated Subsidiaries Working Capital as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price Effective Time (the “Estimated Purchase PriceWorking Capital”) and (b) the amount of Cash as of the Effective Time (the “Estimated Cash”), in each case, together with such schedule(s) and data with respect to the determination of the Estimated Working Capital and Estimated Cash as the Seller reasonably determines may be appropriate. The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology calculations of the Pro Forma Balance Sheet, (ii) subject Estimated Working Capital and Estimated Cash delivered pursuant to the adjustments set forth on the Pro Forma Balance Sheet, this Section 2.5 shall be in the form of the Closing Statement and shall be calculated in accordance with the Sample Net Working Capital and GAAP applied consistently (except as otherwise set forth in the Company Accounting Principles). From and after delivery of the Estimated Price Calculation Statement until the Closing Date, in connection with the CompanyBuyer’s past practices review of the Estimated Price Calculation Statement, the Seller and the Company shall cooperate reasonably with the Buyer and (to the extent such past practices are consistent requested by Buyer) provide Buyer with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the reasonable access to Seller. The Preliminary Closing Balance Sheet ’s and the Estimated Purchase Price shall be accompanied by all relevant backup Company’s working papers, trial balances and similar materials and schedules, in detail reasonably acceptable relating to the Buyer, including, without limitation, the Seller’s good faith estimate preparation of the Estimated Price Calculation Statement. If prior to the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance SheetDate, the Buyer shall identify object in writing to the amount of any estimate set forth in the Estimated Price Calculation Statement, and, if the Seller any adjustments to shall agree with the Preliminary Closing Balance Sheet that objection, then the Seller shall change the applicable estimate and notify the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days thereof on or prior to the anticipated Closing Date in which event the Estimated Price Calculation Statement shall be deemed amended to reflect such change. If, on the other hand, prior to the Closing Date, the Buyer shall object in writing to the amount of any estimate set forth in the Estimated Price Calculation Statement, and, if the Seller shall re-deliver or cause disagree with the Company to re-deliver objection, then the Buyer shall pay the amounts set forth in the Estimated Price Calculation Statement at Closing. Any unresolved items relating to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to Estimated Price Calculation Statement shall be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate resolved as part of the Estimated Purchase Pricepost-Closing adjustment process pursuant to Section 2.6.

Estimated Purchase Price. Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to will prepare and deliver to the Buyer a good faith estimate reasonably detailed statement, together with reasonable supporting documentation, prepared using then available financial information and certified on behalf of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date Seller by its chief financial officer, setting forth (the “Preliminary Closing Balance Sheet”a) together with the Seller’s a good faith estimate of the Purchase Price (such estimate is referred to as the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (iib) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s a good faith estimate of the Closing Book ValueNet Working Capital Amount, Closing (c) a good faith estimate of the Cash Amount, (d) a good faith estimate of the Indebtedness and Closing Amount, (e) a good faith estimate of the Seller Transaction Expenses. As promptly as practicable, but in no event more than two (2f) Business Days after the Seller’s delivery a good faith estimate of the Preliminary Target Cash Amount and (g) a good faith estimate of the Retained Earnings (including each component thereof), in each case as of 12:01 a.m. Pacific Time on the Closing Balance SheetDate (the “Closing Statement”). The Closing Statement shall be prepared in accordance with the Parent Accounting Principles and in a form and format consistent with the Sample Closing Statement. Upon receipt of such estimates, the Buyer shall identify be permitted to review and provide comments regarding such estimates to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, which comments the Seller shall re-deliver or cause consider in good faith. If the Company to re-deliver parties agree on any changes to the Buyer a revised Preliminary Closing Balance SheetStatement, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Closing Statement and Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate for purposes of this Section 2.01 and for purposes of the payments required pursuant to Section 2.02 shall be updated to reflect such revisions. If the parties do not agree on any changes to the Closing Statement, the Closing Statement and Estimated Purchase PricePrice delivered by Seller shall be the Closing Statement and Estimated Purchase Price for purposes of this Section 2.01 and for purposes of the payments required pursuant to Section 2.02.

Estimated Purchase Price. Not less than five At least ten (510) Business Days prior to the anticipated Closing Date, the Seller Companies shall deliver or cause the Company to deliver to the Buyer Purchaser a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date statement (the “Preliminary Estimated Closing Balance SheetStatement”) together with setting forth the Seller’s Companies’ reasonable and good faith estimate of the Purchase Price. The Estimated Closing Statement shall include the Companies’ reasonable and good faith estimate of each of (i) the aggregate Closing Date Indebtedness amounts paid by Purchaser pursuant to Section 2.3(a)(iii)), (ii) the aggregate amount of the Transaction Expenses), (iii) the Minimum Tangible Net Equity and (iv) Closing Date Tangible Net Equity (with such Minimum Tangible Net Equity and Closing Date Tangible Net Equity being prepared in the format of the Reference Tangible Net Equity Schedule) (the estimate of the Purchase Price (calculated incorporating such estimated amounts, collectively, the “Estimated Purchase Price”), in each case, including each of their components and reasonable supporting detail to evidence the calculation thereof. For the avoidance of doubt, reasonable supporting detail will include, at minimum, supporting trial balances and general ledger account-level detail, comparative analytics and explanations for fluctuations in each balance sheet component, and reconciliation of the most recent quarter’s balance sheets to the quarterly review package reviewed by the Companies’ auditor, as prescribed in the Reference Tangible Net Equity Schedule. The Preliminary Companies shall prepare the Estimated Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be Statement in accordance with GAAP applied consistently with (1) the Company’s past practices policies in Section 3.2 of the Seller Disclosure Schedules (to the extent such past practices are consistent with GAAP“Specific Policies”), and (iii2) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified to the extent not inconsistent with the Specific Policies, GAAP, in the same manner as meeting the monthly and quarterly financial statements required by DMHC (the foregoing requirements by clause (1) and (2) collectively the Seller“Accounting Principles”). The Preliminary For the avoidance of doubt, foregoing clause (1) shall take precedence over clause (2). Prior to the Closing, Purchaser will be entitled to review, comment on, and propose changes to the Estimated Closing Balance Sheet and Statement including the calculation of the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedulesset forth therein, in detail reasonably acceptable each case, in good faith, and (subject to the Buyerexecution of a customary confidentiality agreement with the Companies and customary work paper access letters, including, without limitation, if requested) the Seller’s good faith estimate Companies shall permit Purchaser and its Representatives to have reasonable access to the books and records of the Closing Book Value, Closing Indebtedness Companies and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after to such historical financial information relating to the Seller’s delivery preparation of the Preliminary Estimated Closing Balance Sheet, Statement and the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate calculation of the Estimated Purchase PricePrice as Purchaser may reasonably request. In From the event date hereof, through and including the Buyer has identified any adjustments Closing Date, the Companies shall make appropriate personnel reasonably available to discuss Purchaser’s reasonable inquiries relating to the Preliminary Companies’ preparation of the Estimated Closing Balance SheetStatement. Purchaser shall deliver, then not later than two and the Companies shall accept, any reasonable changes that Purchaser proposes to the Estimated Closing Statement (2provided, that Purchaser has provided each of the components of Estimated Purchase Price and reasonable supporting detail to evidence its proposed calculation thereof) at least three (3) Business Days prior to the anticipated Closing Date, and Seller or the Companies shall revise the Estimated Closing Statement to implement such changes at least one (1) Business Day prior to the Closing Date. The Estimated Closing Statement, as revised by the Companies or Seller pursuant to the immediately preceding sentence, shall be final and binding on the Parties for purposes of the funding of the Purchase Price at Closing but shall be subject, in all respects, to the provisions of Section 3.3 following the Closing, including the adjustment and dispute mechanics set forth therein. Examples of the calculations to be made as of the Closing Date are set forth on Section 3.2 of the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase PriceDisclosure Schedule.

Estimated Purchase Price. Not less a. The parties hereto agree that no later than five four (54) Business Days prior to the anticipated Closing Date, the Seller Sellers’ Representatives shall prepare and deliver or cause the Company a certificate to deliver to the Buyer Buyer, certified by a good faith estimate of the consolidated balance sheet senior officer of the Company setting forth (a) the Estimated Net Working Capital, (b) the Estimated Debt, (c) the Estimated Transaction Expenses (including the name, amount and wire instructions for each payee), (d) the Consolidated Subsidiaries as of the close of business on the Closing Date Estimated Cash, and (the “Preliminary Closing Balance Sheet”e) together with the Seller’s Sellers’ resulting Execution Version good faith estimate calculation of the Purchase Price as of the Closing Date pursuant to Section 2.2 (such calculation, the “Estimated Purchase Price”), together with reasonable supporting detail (the “Closing Purchase Price Statement”). The Preliminary Closing Balance Sheet Purchase Price Statement will be prepared in accordance with this Agreement and the Applicable Accounting Principles. Buyer and its Representatives shall have a reasonable opportunity to review and to discuss with Xxxxxxx and their Representatives (i) shall be prepared the work papers used in a manner consistent with the format and methodology preparation of the Pro Forma Balance SheetClosing Purchase Price Statement and the calculation of the Estimated Net Working Capital, Estimated Debt, Estimated Transaction Expenses, and Estimated Cash, and (ii) subject the relevant books and records of the Company. Sellers and their Representatives shall reasonably assist Xxxxx and its Representatives in their review of the Closing Purchase Price Statement. Sellers’ Representatives shall consider in good faith any comments or objections to the adjustments any amounts set forth on the Pro Forma Balance SheetClosing Purchase Price Statement notified to it by Buyer prior to the Closing and if, prior to the Closing, Sellers’ Representatives and Buyer agree to make any modification to the Closing Purchase Price Statement, then the Closing Purchase Price Statement as so modified shall be in accordance with GAAP applied consistently with deemed to be the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate Statement for purposes of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate calculating the Estimated Purchase Price. In If Buyer and Sellers’ Representatives fail to agree upon the event amounts set forth in the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than Purchase Price Statement at least two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver then, subject to the Buyer a revised Preliminary satisfaction or waiver (if permissible) of the conditions set forth in Article 6 at the Closing, the Closing Balance Sheet, setting forth Date shall proceed at the adjustments that the Seller believes in good faith to be required to accurately calculate agreed upon time (or at such time and on such date as otherwise contemplated by Section 2.4 hereof) and the Estimated Purchase Price based on set forth in the Seller’s discussions with Closing Purchase Price Statement delivered by Sellers’ Representatives shall be paid at the Buyer, together with Closing. The Sellers acknowledge and agree that Buyer shall not be deemed to have agreed to any of the Seller’s resulting estimate amounts or calculations set forth in the Closing Purchase Price Statement or the calculation of the components of the Estimated Purchase PricePrice therein by virtue of having proposed any revisions (whether or not accepted) pursuant to the foregoing and the use of such Closing Purchase Price Statement (whether it includes any revisions proposed by Buyer or not) shall not in any way prejudice Buyer’s right to disagree with, dispute or change any amount in the Post-Closing Statement delivered by Buyer pursuant to Section 2.6(a). For the avoidance of doubt, any failure of Buyer to raise any objection or dispute with respect to the Closing Purchase Price Statement shall not in any way prejudice Buyer’s right to disagree with, dispute or change any amount in the Post-Closing Statement delivered by Buyer pursuant to Section 2.6(a).

Estimated Purchase Price. Not less No later than five four (54) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver be prepared and delivered to the Buyer a good faith estimate calculation (“Estimated Price Calculation Statement”) of (a) the consolidated balance sheet of the Company and the Consolidated Subsidiaries Working Capital as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price Effective Time (the “Estimated Purchase PriceWorking Capital”), (b) the amount of Cash as of the Effective Time (the “Estimated Cash”), (c) the Closing Indebtedness Payoff Amount (the “Estimated Closing Indebtedness Payoff Amount”), (d) the Seller Transaction Expenses (the “Estimated Seller Transaction Expenses”) and (e) the Transaction Bonus Amount (the “Estimated Transaction Bonus Amount”), in each case, together with such schedule(s) and data with respect to the determination of the Estimated Working Capital, Estimated Cash, Estimated Closing Indebtedness Payoff Amount, Estimated Seller Transaction Expenses and Estimated Transaction Bonus Amount as may be appropriate. The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology calculations of the Pro Forma Balance SheetEstimated Working Capital, (ii) subject Estimated Cash, Estimated Closing Indebtedness Payoff Amount, Estimated Seller Transaction Expenses and Estimated Transaction Bonus Amount delivered pursuant to the adjustments set forth on the Pro Forma Balance Sheet, this Section 2.5 shall be in the form of the Closing Statement and shall be calculated in accordance with GAAP applied consistently the Company Accounting Principles. From and after delivery of the Estimated Price Calculation Statement until the Closing Date, in connection with Buyer’s review of the Company’s past practices Estimated Price Calculation Statement, Seller and the Company shall cooperate reasonably with Buyer and (to the extent such past practices are consistent requested by Buyer) provide Buyer with GAAP)reasonable access to Seller’s and the Company’s working papers, trial balances and similar materials relating to the preparation of the Estimated Price Calculation Statement, and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet Seller shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and reasonably consider Buyer’s input with respect to the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction ExpensesCalculation Statement. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days If prior to the anticipated Closing Date, Buyer shall object in writing to the amount of any estimate set forth in the Estimated Price Calculation Statement, and, if Seller shall re-deliver agree with the objection, then Seller shall change the applicable estimate and notify Buyer thereof on or cause the Company to re-deliver prior to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes Date in good faith to be required to accurately calculate which event the Estimated Purchase Price based Calculation Statement shall be deemed amended to reflect such change. If, on the Seller’s discussions other hand, prior to the Closing Date, Buyer shall object in writing to the amount of any estimate set forth in the Estimated Price Calculation Statement, and, if Seller shall disagree with the Buyerobjection, together with then Buyer shall pay the Seller’s resulting estimate amounts set forth in the Estimated Price Calculation Statement at Closing. Any unresolved items relating to the Estimated Price Calculation Statement shall be resolved as part of the Estimated Purchase Pricepost-Closing adjustment process pursuant to Section 2.6.

Estimated Purchase Price. Not less than five (5a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser (on its own behalf and as agent for the Designated Purchasers) to the Distribution Agent as agent for the Sellers and the EMEA Sellers at the Closing pursuant to Section 2.3.2(a), at least three (3) Business Days prior to the anticipated Closing Date, the Seller Main Sellers and the EMEA Sellers shall deliver or cause the Company to deliver to the Buyer Purchaser a statement prepared in good faith estimate of in accordance with the consolidated balance sheet of the Company Calculation Principles and the Consolidated Subsidiaries terms hereof setting forth (i) the estimated Closing Inventory Adjustment (the “Estimated Closing Inventory Adjustment”) together with the estimated Closing Date Inventory Schedule and calculations used to determine the Estimated Closing Inventory Adjustment, (ii) the estimated Companies Net Working Capital as of the close Closing (the “Estimated Closing Companies Net Working Capital”), (iii) the estimated Closing Accrued Vacation Amount (the “Estimated Closing Accrued Vacation Amount”), (iv) the estimated Retirement Obligation Amount as of business on the Closing (the “Estimated Closing Retirement Obligation Amount”), (v) the estimated Net Debt Adjustment as of the Closing (the “Estimated Closing Net Debt Adjustment”), (vi) the estimated Adjustment Payment (the “Estimated Adjustment Payment”), (vii) the estimated EMEA Downward Adjustment as of the Closing Date (the “Preliminary Estimated Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase PriceEMEA Downward Adjustment”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.,

Estimated Purchase Price. Not less No later than five (5) two Business Days prior to the anticipated Closing DateClosing, the Seller Company shall deliver or cause the Company to deliver to the Buyer Parent a good faith estimate calculation of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Estimated Purchase Price (including good faith estimates of (A) the Net Working Capital, (B) the amount of Cash and Cash Equivalents, (C) the amount of Closing Date Funded Indebtedness, (D) the amount of Company Expenses and (E) the Aggregate Option Exercise Price, and, in each case, the components thereof) and the Company shall make its financial records and backup materials with respect thereto reasonably available to Parent. The calculations described in the previous sentence shall collectively be referred to herein from time to time as the “Estimated Purchase PricePrice Calculations”, a form of which is attached hereto as Exhibit E, which form shall be for illustrative purposes only. Concurrently with delivery of the Estimated Purchase Price Calculations, the Company shall prepare and deliver to Parent a schedule setting forth the respective amounts of the consideration payable at the Closing to each Company Equityholder pursuant to and in accordance with this Section 2.9 (on a holder-by-holder basis), together with the calculations, set forth in reasonable detail, used to derive the foregoing amounts (the “Closing Consideration Schedule”). The Preliminary Closing Balance Sheet (i) Consideration Schedule shall be prepared in a manner consistent with calculated based on, and the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments aggregate payment amounts set forth on the Pro Forma Balance Sheettherein shall not exceed, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In The Estimated Purchase Price Calculations and the event Closing Consideration Schedule shall be accompanied by a certificate signed by the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause chief financial officer of the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments certifying that the Seller believes information set forth in good faith to be required to accurately calculate the Estimated Purchase Price based on Calculations and the Seller’s discussions Closing Consideration Schedule was calculated in good faith in accordance with the Buyer, together with the Seller’s resulting estimate this Agreement. The Estimated Purchase Price Calculations shall control solely for purposes of determining the Estimated Purchase Price.Price and shall not limit or otherwise affect Parent’s remedies under this Agreement or otherwise or constitute an acknowledgment by Parent of the accuracy of thereof. At the Closing, contemporaneously with the filing of the Certificate of Merger, Parent shall pay, or shall cause the Company, Merger Sub, the Surviving Entity or the Exchange Agent to pay, in cash by wire transfer of immediately available funds, the Estimated Purchase Price in accordance with the Closing Consideration Schedule as follows:

Estimated Purchase Price. Not less No later than five (5) three Business Days prior to the anticipated Closing DateClosing, the Seller Company shall deliver or cause to Parent a calculation of the Company to deliver to the Buyer Estimated Purchase Price. The “Estimated Purchase Price” shall be a good faith estimate of the consolidated balance sheet Purchase Price, as reasonably determined by the Company based upon the Company’s most recent financial statements as of the date of such estimate while taking into account changes in the Company’s financial position since the date of such financial statements. In connection with determining the Estimated Purchase Price, the Company shall estimate (i) the Net Working Capital Adjustment, (ii) the amount of Closing Date Funded Indebtedness by using the actual amount of Funded Indebtedness as of the date of the estimate and an estimate of the amount of Excess Cash, (iii) the Seller Expenses not paid by the Company prior to the Closing, and (iv) the aggregate exercise price for the In-the-Money Common Stock Options and Warrants and the Unpaid Purchase Price Per Share on each share of Restricted Stock. For purposes of determining the Estimated Purchase Price, the Tax Benefit payments shall be estimated to be zero and the Post-Closing Ventura Sale Proceeds shall be estimated as the amount of the Deposit (as defined in the Ventura Sale Agreement) as of the Closing Date if the Ventura Sale Agreement has not been terminated and the closing of the transactions contemplated by the Ventura Sale Agreement has not occurred prior to the Closing Date. In the event that Parent disagrees with the Company’s calculation of the Estimated Purchase Price, Parent shall deliver to the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s Representative its own good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness Parent and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes shall negotiate in good faith to be required to accurately calculate agree upon the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate calculation of the Estimated Purchase Price.

Estimated Purchase Price. Not less No later than five (5) Business Days prior to the anticipated Closing DateClosing, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date statement (the “Preliminary Estimated Closing Balance SheetStatement”) ), certified by the Chief Financial Officer of the Company, setting forth its good faith estimates of Cash and Cash Equivalents, Closing Working Capital, Closing Indebtedness and Seller Expenses, together with the Seller’s good faith estimate a calculation of the Purchase Price (the “Estimated Purchase Price”)) based on such estimates, together with reasonable supporting detail with respect to Seller’s calculations. The Preliminary Closing Balance Sheet (i) Seller shall be prepared in a manner consistent consult with Buyer regarding the format and methodology preparation of the Pro Forma Balance SheetEstimated Closing Statement, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Companyincluding any estimates of such amounts. Seller’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price calculations shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expensesreasonable supporting detail. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later Not less than two (2) Business Days prior to the anticipated Closing, Buyer shall notify Seller of its good faith objections, if any, to the Estimated Closing Date, the Statement. Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes consider in good faith Buyer’s objections to the Estimated Closing Statement calculations and shall revise such calculations, if, based on its good faith assessment of Buyer’s comments, such changes are warranted, which revised calculations shall become the applicable Estimated Closing Statement. The Estimated Closing Statement and the determinations and calculations contained therein shall be required prepared in accordance with Section 2.4(e). If Seller and Buyer are unable to accurately calculate resolve any dispute with respect to the Estimated Closing Statement, such dispute shall not under any circumstance delay the Closing, and the Cash and Cash Equivalents, Closing Working Capital, Closing Indebtedness and Seller Expenses and Estimated Purchase Price based on set forth in the Seller’s discussions Estimated Closing Statement (as modified to reflect the resolution of any objection by Buyer with which Seller has agreed, if any) shall be the BuyerCash and Cash Equivalents, together with the Seller’s resulting estimate of the Closing Working Capital, Closing Indebtedness and Seller Expenses and Estimated Purchase Price, as applicable, for the purposes of the Closing.

Estimated Purchase Price. Not less No later than five (5) two Business Days prior to following the anticipated Closing satisfaction or waiver of all conditions required by Article VI of this Agreement (other than those conditions that by their terms cannot be satisfied until Closing) (the “Company Certificate Date”), the Seller Company shall deliver or cause to Parent and the Shareholder Representative a certificate (the “Company to deliver to Certificate”) setting forth the Buyer a good faith estimate calculation of the consolidated balance sheet Estimated Purchase Price. The calculation of the Company Estimated Purchase Price shall be executed by the Company’s Vice President of Finance and shall be determined based upon the Consolidated Subsidiaries Company’s most recent financial statements as of the close date of business on such estimate, taking into account changes in the Company’s financial position since the date of such financial statements. The Company Certificate shall also set forth (i) the estimated amount per share that the holder of each share of Common Stock (including shares of Common Stock expected to be issued upon exercise of Stock Options as contemplated by Section 2.11(d)) shall be paid at Closing Date (subject to the “Preliminary Closing Balance Sheet”terms hereof) together with based upon the Seller’s good faith estimate calculation of the Estimated Purchase Price (the “Estimated Purchase PriceClosing Date Payment”). The Preliminary , and the number of shares of Common Stock estimated to be outstanding immediately prior to the Closing Balance Sheet (i) shall including shares of Common Stock expected to be prepared in a manner consistent with the format and methodology issued upon exercise of the Pro Forma Balance SheetStock Options as contemplated by Section 2.11(d)), (ii) subject the estimated amount of all Seller Expenses as of the Closing Date or otherwise incurred in connection with the transactions contemplated hereby, together with an itemized list of each such Seller Expense and the applicable creditor relating to such Seller Expense, (iii) the actual amount of all Closing Date Funded Indebtedness, together with an itemized list of each portion of such Funded Indebtedness and the applicable creditor relating to such portion of such Funded Indebtedness and (iv) the amount of cash to be distributed to the adjustments Shareholders after the date of the Company Certificate and prior to Closing. The Company Certificate shall be substantially in the form set forth on Exhibit B (provided that such sample Company Certificate is merely illustrative of the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP)information and calculations set forth therein, and (iii) may exclude all footnotesdoes not necessarily reflect the actual financial figures to be used in completing such calculations in the Closing Date Certificate, except as otherwise set forth in this Agreement). The Preliminary Closing Balance Sheet Company shall be certified as meeting the foregoing requirements deliver to Parent, upon its reasonable request, any information and documentation relied upon by the Seller. The Preliminary Closing Balance Sheet and Company in completing the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction ExpensesCompany Certificate. As promptly as practicable, practicable but in no event more not later than two (2) three Business Days after the Seller’s delivery Company Certificate Date, each of the Preliminary Closing Balance Sheet, the Buyer Shareholder Representative and Parent shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet Company Certificate that the Buyer it reasonably believes are required to accurately calculate set forth the Estimated Purchase Price. In Price and the event the Buyer has identified any adjustments Estimated Closing Date Payment or shall confirm in writing to the Preliminary Closing Balance SheetCompany that no such adjustments are necessary. If the Company, then not Parent or the Shareholder Representative disputes any such adjustments, they shall all use their reasonable best efforts to resolve such dispute. No later than two (2) the next Business Days prior to Day after the anticipated Closing day upon which the parties resolve such dispute, or, in the absence of a dispute on the fourth Business Day after the Company Certificate Date, the Seller Company shall re-deliver or cause to Parent and the Company to re-deliver to Shareholder Representative a certificate (the Buyer a revised Preliminary “Closing Balance Sheet, Date Certificate”) setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate calculation of the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of and the Estimated Purchase PriceClosing Date Payment (with such adjustments as the parties have agreed are appropriate, if applicable), and the actual Seller Expenses and Closing Date Funded Indebtedness. The Estimated Closing Date Payment as set forth in the Closing Date Certificate is referred to in this Agreement as the “Closing Date Payment.”

Estimated Purchase Price. Not less No later than five (5) three Business Days prior to the anticipated Closing DateClosing, the Seller shall deliver or cause the Company to Sellers’ Representative will deliver to the Buyer (i) a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date statement (the “Preliminary Estimated Closing Balance SheetStatement”) setting forth the Sellers’ good faith estimates of the amounts of Closing Working Capital, Closing Cash, Closing Indebtedness, Specified Pre-Closing Tax Liabilities and Closing Seller Expenses, together with the Seller’s good faith estimate a calculation of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format based on such estimates, and methodology of the Pro Forma Balance Sheet, (ii) subject to a schedule (the adjustments set “Payment Schedule”) setting forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iiiA) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the each Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate pro rata share of the Estimated Purchase Price, the Adjustment Escrow Amount and the Seller Reserve Amount, (B) the amount of the Closing Cash Consideration due to each Seller and the accounts to which the Closing Cash Consideration shall be paid by Buyer to each Seller at the Closing and (C) the amount of the Closing Stock Consideration due to each Seller, in each case taking into account the purchase price paid by the Buyer to each Seller for such Seller’s respective Company Interests as described on Schedule 2.6(a). The Estimated Closing Statement and the determinations and calculations contained therein will be prepared in accordance with this Agreement, including the Accounting Principles. Prior to the Closing, Buyer shall have an opportunity to review the Estimated Closing Statement and the Sellers’ Representative shall consider any comments made thereto by the Buyer in good faith. For the avoidance of doubt, Buyer and its Affiliates shall have no liability for any allocation of the Purchase Price among the Sellers as set forth in the Payment Schedule and each Seller confirms that the Payment Schedule reflects the agreed upon distribution of the Closing Cash Consideration among the Sellers regardless of any inconsistencies with the Company’s Governing Documents.

Estimated Purchase Price. Not less than At least five (5) Business Days business days prior to the anticipated Closing Date, the Seller Sellers shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the an estimated consolidated balance sheet of (the Company and the Consolidated Subsidiaries "Estimated Closing Balance Sheet") for Sellers as of the close of business on the Closing Date (determined on a pro forma basis as though the “Preliminary Closing Balance Sheet”transactions contemplated by this Agreement had not occurred and in accordance with United States generally accepted accounting principles ("GAAP") together applied on a basis consistent with the Seller’s good faith estimate preparation of the Purchase Price Financial Statements (the “Estimated Purchase Price”as hereinafter defined). The Preliminary Estimated Closing Balance Sheet will include a determination of the Estimated Closing Date Working Capital as of the close of business on the Closing Date. The "Estimated Closing Date Working Capital" means the amount equal to (A) the current assets (excluding any current assets to the extent they reflect the Excluded Assets but including any current asset classified as "restricted cash" pursuant to the Comerica Debt to the extent that such cash shall cease to be restricted immediately after the Comerica Debt is paid in full) minus (B) the current liabilities as reflected on the Estimated Closing Balance Sheet (iexcluding from the current liabilities (1) the Retained Liabilities and (2) the deferred revenues, in each case as reflected in the Estimated Closing Balance Sheet). If Buyer objects to the Estimated Closing Balance Sheet, then the Estimated Closing Date Working Capital at the Closing shall be prepared an amount that Buyer reasonably deems appropriate after consultation with Sellers and sets forth in a written notice delivered to Sellers prior to the Closing Date. "Estimated Purchase Price" means an amount equal to Nineteen Million Four Hundred Thousand Dollars ($ 19,400,000) plus the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Target Working Capital EXECUTION DRAFT or minus the amount, if any, by which the Target Working Capital exceeds the Estimated Closing Date Working Capital. For further clarity, it is contemplated by the parties that the Estimated Closing Date Working Capital will be calculated in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments example set forth on Schedule 3.02 hereto (which uses the Pro Forma Balance SheetSellers' balance sheet as of September 30, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP2004), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

Estimated Purchase Price. Not less No later than five four (54) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to prepare and deliver to Buyer (1) a written statement (the Buyer a good faith “Estimated Closing Statement”) setting forth (A) an estimate of the consolidated balance sheet Net Working Capital (the “Estimated Closing Date Net Working Capital”), (B) an estimate of the Company Closing Date Funded Indebtedness (the “Estimated Closing Date Indebtedness”), (C) an estimate of the Closing Date Cash and Cash Equivalents (the Consolidated Subsidiaries “Estimated Closing Date Cash and Cash Equivalents”), (D) an estimate of the Transaction Expenses that will be unpaid as of the close of business on the Closing Date (the “Preliminary Closing Balance SheetEstimated Transaction Expenses”) together with the Seller’s good faith and (E) an estimate of the resulting Purchase Price (the “Estimated Purchase Price”) based on the Estimated Closing Date Cash and Cash Equivalents, Estimated Closing Date Net Working Capital, the Estimated Closing Date Indebtedness, the Estimated Transaction Expenses, (2) the estimated balance sheet of the Company as of the Reference Time (the “Estimated Closing Date Balance Sheet”) and (3) reasonable detail, include supporting schedules and analyses as appropriate, with respect to each of the components described in the foregoing clauses (1) and (2). The Preliminary Estimated Closing Balance Sheet (i) shall be prepared in a manner consistent with Date Net Working Capital, Estimated Closing Date Indebtedness, the format Estimated Closing Date Cash and methodology of Cash Equivalents, the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet Estimated Transaction Expenses and the Estimated Purchase Price shall collectively be accompanied by all relevant backup materials referred to herein from time to time as the “Estimated Closing Date Calculations.” The Estimated Closing Date Calculations shall be calculated in good faith in accordance with the Accounting Principles Consistently Applied and schedulesthis Agreement, including Schedule A-1 and A-2. Buyer may make inquiries of Seller regarding the Estimated Closing Statement, and Seller shall (and Seller shall cause the Company, and direct the Company’s accountants, to) use its reasonable best efforts to cooperate with and respond to such inquiries. Seller shall consider in detail reasonably acceptable good faith any potential adjustments to the Estimated Closing Statement raised by Buyer prior to the Closing and make any corresponding changes to the Estimated Closing Statement that Seller reasonably deems appropriate based on Buyer’s proposed adjustments (in which case, including, without limitation, such report reflecting such changes shall constitute the Seller’s Estimated Closing Statement); provided that the obligations of Seller to consider in good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but any proposed adjustments shall in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet require that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver Date be postponed or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Priceotherwise delayed.

Estimated Purchase Price. Not less No later than five three (53) Business Days prior to the anticipated Closing Date, the Seller Company shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date written statement (the “Preliminary Estimated Closing Balance SheetStatement”) together with setting forth the SellerCompany’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet ) pursuant to which the Company shall use, for purposes of calculation of such estimate, the Enterprise Value, and the Company’s good faith estimates of (i) shall be prepared in a manner consistent with the format and methodology amount of the Pro Forma Balance SheetClosing Date Funded Indebtedness, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheetamount of Unpaid Seller Expenses, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotesthe amount of Cash and Cash Equivalents and (iv) the Net Working Capital Adjustment. The Preliminary Closing Balance Sheet Buyer shall be certified as meeting entitled to review and propose comments to the foregoing requirements Estimated Closing Statement, and the Company shall reasonably cooperate with Buyer, its accountants and other representatives in such review and consider in good faith Buyer’s appropriate proposed changes to the Estimated Closing Statement; provided, for the avoidance of doubt, that in the event of any disagreement regarding changes to the Estimated Closing Statement, Seller’s determination shall control for purposes of the Closing. Promptly following delivery of the Estimated Closing Statement, at Buyer’s reasonable request, Seller shall, and shall cause the Group Companies to, make the Group Companies’ financial records, the Group Companies’ books and records and the working papers of the Group Companies’ accountants prepared in connection with preparation of the Estimated Closing Statement available to Buyer and its accountants and other representatives at reasonable times during the review by Buyer of the Estimated Closing Statement. Seller shall, and shall cause the Group Companies to, make reasonably available applicable personnel employed by the SellerGroup Companies or Seller to answer any questions that Buyer may have during its review of the Estimated Closing Statement. The Preliminary Closing Balance Sheet and At the Closing, Buyer shall pay, or shall cause to be paid, in cash by wire transfer of immediately available funds, the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.follows:

Estimated Purchase Price. Not less than five (5a) For the purpose of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser (on its own behalf and as agent for the Designated Purchasers) to the Distribution Agent as agent for the Sellers and the EMEA Sellers at the Closing pursuant to Section 2.4.2(b), at least three (3) Business Days prior to the anticipated Closing Date, the Seller Main Sellers and the EMEA Sellers shall deliver or cause the Company to deliver to the Buyer Purchaser a statement prepared in good faith estimate of in accordance with the consolidated balance sheet of the Company Nortel Accounting Principles and the Consolidated Subsidiaries terms hereof setting forth (i) the estimated Inventory Value as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase PriceClosing Inventory Value”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on estimate of the Pro Forma Balance SheetWarranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), shall be in accordance with GAAP applied consistently with (iii) the Company’s past practices estimated amount of the Unbilled Accounts Receivable Amount as of the Closing (to the extent such past practices are consistent with GAAP“Estimated Unbilled Accounts Receivable Amount”), (iv) the estimated Prepaid Expenses Amount as of the Closing (the “Estimated Prepaid Expenses Amount”), (v) the estimated Contractual Liabilities Amount as of the Closing (the “Estimated Contractual Liabilities Amount”), (vi) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (vii) an estimate of the Product Exposures Amount as of the Closing (the “Estimated Product Exposures Amount”), (viii) an estimate of the Adjusted Net Working Capital at Closing (the “Estimated Adjusted Net Working Capital”), (ix) an estimate of the Accrued Vacation Amount as of the Closing (the “Estimated Closing Accrued Vacation Amount”), (x) an estimate of the Specified Employee Liabilities Amount as of the Closing (the “Estimated Specified Employee Liabilities Amount”), (xi) an estimate of the Deferred Profit Amount as of the Closing (the “Estimated Deferred Profit Amount”), (xii) an estimate of the aggregate of all EMEA Downward Adjustments (the “Estimated Aggregate EMEA Downward Adjustment”), (xiii) an estimate of the aggregate of all Downward Adjustments (the “Estimated Aggregate Downward Adjustment”), (xiv) the Estimated Excess ARD Employees Amount, (xv) an estimate of the TFR Amount as of the Closing (the “Estimated TFR Amount”), (xvi) an estimate of the EMEA Holiday Downward Adjustment as of the Closing (the “Estimated EMEA Holiday Downward Adjustment”), (xvii) the Estimated French Excess ARD Employees Amount, (xviii) an estimate of the Pre-Close Employment Payments Amount (the “Estimated Pre-Close Employment Payments Amount”), and (iiixix) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.

Estimated Purchase Price. Not No less than five (5) Business Days prior to the anticipated Closing Date, the Seller Sellers’ Representative shall deliver or cause the Company to deliver to the Buyer a good faith estimate of statement certified by the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price Sellers’ Representative (the “Estimated Purchase PriceClosing Statement”) setting forth the Sellers’ Representative’s good-faith estimates of (A) Closing Net Working Capital (the “Estimated Closing Net Working Capital”). The Preliminary , (B) Closing Balance Sheet Cash (ithe “Estimated Closing Cash”), (C) Sellers Expenses (the “Estimated Sellers Expenses”), and (D) Closing Indebtedness (the “Estimated Closing Indebtedness”), which estimates shall be prepared determined in a manner consistent with the format definitions of “Closing Net Working Capital,” “Closing Cash,” “Sellers Expenses,” and methodology “Closing Indebtedness,” contained herein, together with a calculation of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on upon the Seller’s discussions with foregoing estimates, and in each case accompanied by reasonable supporting detail and data and schedules supporting the Buyer, together with the Seller’s resulting estimate determination of each component item of the Estimated Purchase PriceClosing Net Working Capital, and the wire transfer instructions for each payee. The Estimated Closing Statement shall be prepared in accordance with this Agreement, including the defined terms herein, and the Accounting Principles. Upon delivery of the Estimated Closing Statement, the Company shall provide Buyer and its Representatives with reasonable supporting documentation for the calculations included therein, provide Buyer and its Representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees involved in the preparation of the Estimated Closing Statement for purposes of their review of the Estimated Closing Statement, and reasonably cooperate with Buyer and its Representatives in connection with such review, including providing on a timely basis all other information Buyer reasonably considers necessary or useful in connection with its review of the Estimated Closing Statement. The Sellers’ Representative shall reasonably consider any comments of Buyer or its Representatives made in good faith with respect to the Estimated Closing Statement; provided, however, that if the Sellers’ Representative and the Buyer did not reach agreement with respect to any comments made by Buyer or its Representatives to the Estimated Closing Statement, then the Estimated Closing Statement delivered by the Sellers’ Representative shall be used as the Estimated Closing Statement for purposes of this Agreement.

Estimated Purchase Price. Not less than five (5a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser (on its own behalf and as agent for the Designated Purchasers) to the Distribution Agent as agent for the Sellers and the EMEA Sellers at the Closing pursuant to Section 2.3.2(a), at least three (3) Business Days prior to the anticipated Closing Date, the Seller Main Sellers and the EMEA Sellers shall deliver or cause the Company to deliver to the Buyer Purchaser a statement prepared in good faith estimate of in accordance with the consolidated balance sheet of the Company Calculation Principles and the Consolidated Subsidiaries terms hereof setting forth (i) the estimated Closing Inventory Adjustment (the “Estimated Closing Inventory Adjustment”) together with the estimated Closing Date Inventory Schedule and calculations used to determine the Estimated Closing Inventory Adjustment, (ii) the estimated Companies Net Working Capital as of the close Closing (the “Estimated Closing Companies Net Working Capital”), (iii) the estimated Closing Accrued Vacation Amount (the “Estimated Closing Accrued Vacation Amount”), (iv) the estimated Retirement Obligation Amount as of business on the Closing (the “Estimated Closing Retirement Obligation Amount”), (v) the estimated Net Debt Adjustment as of the Closing (the “Estimated Closing Net Debt Adjustment”), (vi) the estimated Adjustment Payment (the “Estimated Adjustment Payment”), (vii) the estimated EMEA Downward Adjustment as of the Closing Date (the “Preliminary Estimated Closing Balance SheetEMEA Downward Adjustment”), (viii) together with the Seller’s good faith estimate estimated EMEA Holiday Adjustment as of the Purchase Price Closing Date (the “Estimated Purchase PriceClosing EMEA Holiday Adjustment”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iiiix) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.