definiens: ) ; and ( v ) the Closing Adjustment ( as defined below ) . Each of the Closing Estimatesshall be determined in accordance with the Accounting Methodology . Purchasers shall be entitled to review, andpropose reasonable changes to the Closing Estimates and Sellers shall provide Purchasers and their Representativeswith reasonable access, at reasonable times following prior notice, to the officers, employees, agreements and booksand records of the Transferred Entities to verify the accuracy of such amounts . The Sellers shall consider thePurchasers ’ proposed changes in good faith . If the Parties are unable to reach agreement on any proposed changes, the Closing Estimates ( and the components thereof ) as proposed by the Sellers shall control solely for purposes ofpayments to be made at Closing and shall not limit or otherwise effect the Purchasers ’ remedies under thisAgreement or otherwise constitute an acknowledgment by Purchasers of the accuracy of the Closing Estimates . The shall equal ( i ) the Estimated Closing Working Capital, plus ( ii ) the Estimated Closing CashAmount, less ( iii ) the Target Working Capital, less ( iv ) the Estimated Closing Date Indebtedness, and ( v ) less theEstimated Closing Date Transaction Fees