Common use of Calculation of Estimated Closing Net Working Capital Clause in Contracts

Calculation of Estimated Closing Net Working Capital. At least three (3) business days prior to the close of business on the Closing Date (or such other time as may be approved by Purchaser), the Company shall prepare and deliver to Purchaser an estimated unaudited balance sheet of the Company as of the Closing (the “Closing Date Balance Sheet”), which shall include a statement setting forth the Company’s estimate of the Closing Net Working Capital and Closing Cash which shall use the same methodology for calculating Net Working Capital and Closing Cash used and further described on Schedule 1.3(a) (the “Estimated Closing Net Working Capital Statement”) and shall be prepared in accordance with GAAP (subject to the exceptions described in Schedule 1.3(a)). The Estimated Closing Net Working Capital Statement shall fairly and accurately present the Company’s good faith best estimate (based on reasonable assumptions) of the Closing Net Working Capital and Closing Cash without giving effect to the consummation of the Membership Interest Purchase and the other transactions contemplated by this Agreement. The estimated Closing Net Working Capital set forth in the Estimated Closing Net Working Capital Statement shall be referred to herein as the “Estimated Closing Net Working Capital.”

Calculation of Estimated Closing Net Working Capital. At least three (3) business days five Business Days prior to the close of business on the Closing Date (or such other time as may be approved by Purchaser)Date, the Company shall prepare and deliver to Purchaser Parent a draft of an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of the close of business on the Closing Date, which shall include a statement setting forth the Company’s estimate of the Closing Net Working Capital. At least two Business Days prior to the close of business on the Closing Date, the Company shall prepare and deliver to Parent a final unaudited balance sheet of the Company and its Subsidiaries as of the close of business on the Closing (the “Closing Date Balance Sheet”)Date, which shall include a statement setting forth the Company’s estimate of the Closing Net Working Capital and Closing Cash which shall use the same methodology for calculating Net Working Capital and Closing Cash used and further described on Schedule 1.3(a) (the “Estimated Closing Net Working Capital Statement”) and shall be prepared in accordance with GAAP (subject to the exceptions described in Schedule 1.3(a)). The Estimated Closing Net Working Capital Statement shall fairly and accurately present the Company’s good faith best estimate (based on reasonable assumptions) of the Closing Net Working Capital and Closing Cash without giving effect to the consummation of the Membership Interest Purchase First Step Merger and the other transactions contemplated by this Agreement. The estimated Closing Net Working Capital set forth in the Estimated Closing Net Working Capital Statement shall be referred to herein as the “Estimated Closing Net Working Capital.”