Estimated Closing Statement Sample Clauses
The Estimated Closing Statement clause outlines the preparation and delivery of a preliminary financial summary detailing the expected costs, credits, and adjustments associated with the closing of a transaction. Typically, this statement is prepared by one party and provided to the other in advance of the closing date, allowing both sides to review and confirm the anticipated financial obligations and entitlements. Its core practical function is to ensure transparency and minimize disputes by providing a clear, mutual understanding of the financial terms before the transaction is finalized.
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Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles.
(ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder.
(iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Se...
Estimated Closing Statement. At least three Business Days prior to the scheduled Closing Date, Cannabist shall prepare and deliver to Buyer a statement (“Estimated Closing Statement”) setting forth its reasonable estimate of: (a) Cash (“Estimated Cash”), (b) Working Capital (“Estimated Working Capital”) (provided, that in no event will the Estimated Working Capital be deemed to be greater than $1,000,000 more than the Target Working Capital; provided, further, that in the event the Estimated Working Capital would be more than $1,000,000 more than the Target Working Capital but for the proviso contained herein, the Estimated Working Capital shall be deemed to equal $1,000,000 more than the Target Working Capital), (c) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (“Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses (“Estimated Transaction Expenses”), (e) the aggregate amount of Transaction Payments (“Estimated Transaction Payments”), (f) the resulting calculation of the Initial Promissory Note Amount, (g) whether each Member is an Accredited Stockholder and (h) each such Member’s Pro Rata Share of the Closing Cash Payment, the Initial Promissory Note Amount and Final Stock Purchase Price. Cannabist and its representatives shall review and consult with Buyer regarding the Estimated Closing Statement, and Cannabist shall consider all comments reasonably made by Buyer and its representatives with respect to the Estimated Closing Statement.
Estimated Closing Statement. At least three Business Days prior to the Closing Date, the Company shall, and Seller shall cause the Company to, deliver to Buyer (i) an estimate of the unaudited consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP applied on a basis consistent with the Financial Statements and setting forth the Company’s good faith estimate of the balance sheet of the Company as of the Closing Date (the “Estimated Closing Balance Sheet”) and (ii) a statement (the “Estimated Closing Statement”) based on the Estimated Closing Balance Sheet, setting forth in reasonable detail a good faith estimate of (A) the Closing Working Capital (such estimate, the “Estimated Closing Working Capital”), (B) the Closing Debt Amount (the “Estimated Closing Debt Amount”), (C) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (D) the Closing Cash Amount (the “Estimated Closing Cash Amount”). At the time of the Closing, the Purchase Price shall be calculated based upon the Estimated Closing Working Capital, the Estimated Closing Debt Amount, the Estimated Closing Transaction Expenses, and the Estimated Closing Cash Amount as set forth in the Estimated Closing Statement (as so calculated, the “Estimated Purchase Price”).
Estimated Closing Statement. Prior to the date hereof, Cannabist shall prepare and deliver to Buyer a statement (“Estimated Closing Statement”) setting forth its reasonable estimate of: (a) Cash (“Estimated Cash”), (b) Working Capital (“Estimated Working Capital”) (provided, that in no event will the Estimated Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the event the Estimated Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, the Estimated Working Capital shall be deemed to equal $500,000 more than the Target Working Capital), (c) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (“Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses (“Estimated Transaction Expenses”), (e) the aggregate amount of Transaction Payments (“Estimated Transaction Payments”) and (f) the resulting Purchase Price (the “Estimated Purchase Price”). Cannabist and its representatives shall review and consult with Buyer regarding the Estimated Closing Statement, and Cannabist shall consider all comments reasonably made by Buyer and its representatives with respect to the Estimated Closing Statement.
Estimated Closing Statement. No later than two (2) Business Days prior to the date on which the Closing is scheduled to occur, Seller will prepare and furnish to Buyer a statement (the “Estimated Closing Statement”) reflecting Seller’s good faith estimates of (i) the Net Asset Value as of 11:59 p.m. on the Business Day immediately prior to the Closing Date (the “Estimated Net Asset Value”), and (ii) Seller’s calculation of the Estimated Purchase Price.
Estimated Closing Statement. (a) No later than two (2) Business Days prior to each Closing Date, the applicable Ceding Company shall deliver to the Reinsurer a statement (each, an “Estimated Closing Statement”) setting forth:
(i) with respect to each Reinsurance Agreement: (1) an estimated statement of net settlement with respect to the applicable Quota Share of the Reinsured Liabilities ceded pursuant to the applicable Reinsurance Agreement as of the Effective Time, (2) the estimated Initial Premium (the “Estimated Initial Premium”), (3) the applicable estimated Ceding Commission and (4) the applicable estimated Initial Aggregate Required Balance (the “Estimated Initial Aggregate Required Balance”) (provided; that, the Reinsurer shall provide the applicable Ceding Company the Reinsurer’s good faith estimate of the applicable Estimated Initial Aggregate Required Balance at least four (4) Business Days prior to each Closing Date) and (5) the applicable estimated Initial Trust Account Required Balance (the “Estimated Initial Trust Account Required Balance”), in each case calculated utilizing the Initial Premium Roll-Forward Model to the extent applicable;
(ii) a list setting forth the Fair Market Value and Statutory Book Value of the applicable Transferred Assets as of the applicable Closing Date, estimated by the applicable Ceding Company in good faith (together with the Transferred Cash Value, the “Estimated Transferred Asset Value”); and
(iii) an estimated amortization schedule for the applicable Transaction IMR Amount, with such amortization schedule prepared in accordance with SAP applicable to the applicable Ceding Company.
(b) Each Estimated Closing Statement (and each component thereof) will be prepared in good faith as of the applicable Effective Time, and each Estimated Closing Statement will be in the same format as the Reference Net Settlement Statement. During the period between the delivery of the applicable Estimated Closing Statement and the applicable Closing, the applicable Ceding Company and the Reinsurer shall cooperate and seek in good faith to correct any errors or mistakes in the preparation of, and any inaccuracies of any items reflected in, the applicable Estimated Closing Statement and, if applicable, the applicable Estimated Closing Statement as revised pursuant to such discussions between the applicable Ceding Company and the Reinsurer shall thereafter be deemed the Estimated Closing Statement for all purposes hereunder with respect to the applicable Closing;...
Estimated Closing Statement. No later than FIVE (5) Business Days prior to the Closing Date, the Vendors, acting reasonably, shall cause to be delivered to the Purchaser a statement (the “Estimated Closing Statement”) setting forth in reasonable detail a good faith estimate and calculation of: (1) Working Capital as of immediately prior to Closing (the “Estimated Working Capital”)
Estimated Closing Statement. At least five Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to US Buyer a statement (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of:
(i) Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof, and the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (ii) the amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded Indebtedness”), (iv) the amount of Closing Cash which, for purposes of the Estimated Closing Statement, shall be deemed to be zero dollars, and (v) the resulting calculation of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Statement and the calculations thereunder shall be prepared and calculated by Sellers in good faith.
Estimated Closing Statement. At least five (5) business days prior to the Closing Date, Citizens shall deliver to Parent and Buyer a statement of net assets (the "Estimated Statement of Net Assets") reflecting its good faith calculation of the Acquired Assets of the Business as of the last day of the latest calendar month for which financial statements of Seller are available (the "Estimated Adjusted Net Assets"). The Estimated Statement of Net Assets shall be prepared in the same manner and utilizing the same accounting principles, policies and methods used in the preparation of the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999). The Base Cash Purchase Price shall be increased or decreased on a dollar for dollar basis by the amount, if any, by which the Estimated Adjusted Net Assets is greater than or less than $93,819,658 (such increase or decrease, as the case may be, is referred to herein as the "Estimated Net Asset Adjustment").
Estimated Closing Statement. No less than five (5) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyer a written closing statement certified by the Chief Financial Officer of Seller Parent (the “Estimated Closing Statement”) of the Estimated Closing Net Working Capital, including the resulting Estimated Closing Net Working Capital Overage (if any) or Estimated Closing Net Working Capital Shortage (if any), and including a reasonably detailed calculation of the components of Net Working Capital, which Estimated Closing Statement shall be prepared in good faith and on a basis consistent with the preparation of the Financial Information and the calculation of Net Working Capital set forth in Exhibit C. The amount of the Estimated Closing Net Working Capital Overage (if any) determined to be due and owing to Sellers pursuant to the Estimated Closing Statement shall be paid by Buyer at the Closing pursuant to Section 2.01. The amount of the Estimated Closing Net Working Capital Shortage (if any) determined to be due and owing to Buyer by Sellers pursuant to the Estimated Closing Statement shall reduce the Closing Payment payable to Sellers at the Closing pursuant to Section 2.01. The amount of such payment or reduction to the Closing Payment, as applicable, is referred to as the “Estimated Closing Payment”.