Common use of Estimated Closing Statement Clause in Contracts

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.

Appears in 3 contracts

Sources: Asset Purchase Agreement (William Lyon Homes), Asset Purchase Agreement (William Lyon Homes), Asset Purchase Agreement (William Lyon Homes)

Estimated Closing Statement. No later Not less than two three (23) Business Days prior to the date on which the anticipated Closing is scheduled to occurDate, Seller will prepare and furnish shall deliver to Buyer a statement (the “Estimated Closing Statement”) reflecting setting forth 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.Price and reasonably detailed calculations demonstrating each component thereof, including Estimated Cash, Estimated Indebtedness, Estimated Net Working Capital, Estimated Transaction Expenses

Appears in 2 contracts

Sources: Unit Purchase Agreement, Unit Purchase Agreement (Choice Hotels International Inc /De)

Estimated Closing Statement. No later than two At least three (23) Business Days prior to the date on which the anticipated Closing is scheduled to occurDate, Seller will prepare and furnish shall deliver to Buyer a written statement (the “Estimated Closing Statement”) reflecting consisting of (i) Seller’s good faith estimates of estimate in reasonable detail (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.in each case

Appears in 2 contracts

Sources: Asset Purchase Agreement (Waitr Holdings Inc.), Asset Purchase Agreement (Waitr Holdings Inc.)

Estimated Closing Statement. No later than At least two (2) Business Days prior to the date on which the Closing is scheduled to occurDate, Seller will prepare shall cause to be prepared and furnish delivered to Buyer Purchaser a statement (the “Estimated Closing Statement”) reflecting setting forth Seller’s good faith estimates estimate of (i) the Net Asset Value as of 11:59 p.m. on the Business Day immediately prior to the Closing Date Working Capital (the “Estimated Net Asset ValueWorking Capital”), and (ii) Seller’s calculation of the Estimated Purchase Price.

Appears in 2 contracts

Sources: Securities Purchase Agreement (Communications Systems Inc), Securities Purchase Agreement (Lantronix Inc)

Estimated Closing Statement. No later than At least two (2) Business Days business days prior to the date on which Closing Date, the Closing is scheduled to occur, Seller Sellers will prepare and furnish deliver to Buyer Purchaser a statement (the “Estimated Closing Statement”) reflecting Seller’s setting forth the Sellers’ good faith estimates estimate of (i) the Net Asset Value Working Capital as of 11:59 p.m. on the Business Day immediately prior to the Closing Date Effective Time (the “Estimated Net Asset ValueWorking Capital), and (ii) Seller’s calculation of the Estimated Purchase Pricewith supporting calculations or documents reasonably satisfactory to Purchaser.

Appears in 1 contract

Sources: Asset Purchase Agreement

Estimated Closing Statement. No later than two five (25) Business Days prior to the date on which Closing Date, the Closing is scheduled to occur, Seller will shall prepare and furnish deliver to the Buyer a statement (the “Estimated Closing Statement”) reflecting Seller’s ), together with supporting documentation used by the Seller in calculating the amounts set forth therein, setting forth a good faith estimates estimate 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”)Purchase Price and Closing Payment, and (ii) Seller’s calculation including a good faith estimate of each of the Estimated Closing Purchase PricePrice Components.

Appears in 1 contract

Sources: Interest Purchase Agreement (SVB Financial Group)

Estimated Closing Statement. No later than On the date two (2) Business Days prior to the date on which the Closing is scheduled to occurDate, Seller will prepare and furnish shall deliver to Buyer a statement (the “Estimated Closing Statement”) reflecting setting forth Seller’s good faith estimates calculation of (i) its estimate, as of the Closing Date, of the Purchase Price with any interim adjustments as a result of the changes in the Company’s Net Working Capital position from the Net Asset Value as of 11:59 p.m. on the Business Day immediately prior to the Closing Date Working Capital Target (the “Estimated Net Asset ValuePurchase Price”), and (ii) Seller’s calculation of the Estimated Purchase Price.

Appears in 1 contract

Sources: Membership Interest Purchase Agreement (Techteam Global Inc)