Common use of Estimated Closing Statement Clause in Contracts

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 three Business Days prior to the scheduled Closing Date, the Sellers’ Representative Cannabist shall prepare and deliver to US Buyer a statement (the “Estimated Closing Statement”) setting forth its reasonable estimate of: (a) Cash (“Estimated Cash”), reasonably acceptable to US Buyer, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (ib) Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof(provided, and that in no event will the Estimated Working Capital Increase or 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 Decreasewould be more than $1,000,000 more than the Target Working Capital but for the proviso contained herein, as the case may beEstimated Working Capital shall be deemed to equal $1,000,000 more than the Target Working Capital), (iic) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (“Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses (the “Estimated Company Transaction Expenses”), (iiie) the aggregate amount of Closing Indebtedness Transaction Payments (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded IndebtednessTransaction Payments”), (iv) the amount of Closing Cash which, for purposes of the Estimated Closing Statement, shall be deemed to be zero dollars, and (vf) the resulting calculation of the Purchase Price under Section 2.2(aInitial Promissory Note Amount, (g) whether each Member is an Accredited Stockholder and (h) each such Member’s Pro Rata Share of the “Estimated Closing Cash Payment, the Initial Promissory Note Amount and Final Stock Purchase Price”). The Cannabist and its representatives shall review and consult with Buyer regarding the Estimated Closing Statement Statement, and Cannabist shall consider all comments reasonably made by Buyer and its representatives with respect to the calculations thereunder shall be prepared and calculated by Sellers in good faithEstimated Closing Statement.

Estimated Closing Statement. At least Not later than five (5) Business Days prior to the Closing DateClosing, the Sellers’ Representative Transferor shall deliver to US Buyer Acquiror a written statement (the “Estimated Closing Statement”)) consisting of calculations as of the Calculation Time prepared in accordance with the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreement, reasonably acceptable to US Buyertogether with reasonable supporting calculations, setting forth and, based thereon, a good faith calculation, together with reasonably detailed supporting documentation, estimate of: : (i) Closing Net Working Capital as of the Calculation Time (the “Estimated Closing Net Working Capital”) ), together with a reasonably detailed explanation of the calculation thereof and the components thereof, and of the Estimated Closing Net Working Capital Increase or Estimated Working Capital Decrease, as the case may beAdjustment Amount, (ii) Cash and Cash Equivalents as of the amount of Company Transaction Expenses Calculation Time (the “Estimated Company Transaction ExpensesClosing Cash”), (iii) the aggregate amount of Closing Indebtedness as of the Calculation Time (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded Indebtedness”), (iv) the aggregate amount of Closing Cash which, for purposes of Transaction Expenses (the “Estimated Closing Statement, shall be deemed to be zero dollarsTransaction Expenses”), and (v) the resulting calculation Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the Purchase Price under Section 2.2(a) (preparation of the “Estimated Purchase Price”). The Estimated Closing Statement to enable Acquiror to timely review and assess the accuracy of the Estimated Closing Statement; provided that, in no event shall the Closing be delayed as a result of the foregoing and in the event of any disagreement between the parties with respect to any items included in the Estimated Closing Statement, the Estimated Closing Statement as delivered by Transferor shall definitively set forth the calculations thereunder shall be prepared and calculated by Sellers for each of the items set forth in good faithclauses (i)-(v) of this Section 2.03(a).

Estimated Closing Statement. At least five (5) Business Days prior to the Closing Date, the Sellers’ Representative Company shall prepare and deliver to US Buyer a written statement (the form and substance of which shall be subject to Buyer’s approval, which approval shall not be unreasonably withheld) (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, setting forth ) that includes a good good-faith calculation, together estimated balance sheet of the Company as of the Effective Time prepared in accordance with reasonably detailed supporting documentation, ofthe Accounting Principles (the “Estimated Closing Balance Sheet”) and a good-faith estimate of the following: (ia) The Closing Net Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”); (b) The Closing Company Indebtedness (the “Estimated Closing Company Indebtedness”); (c) The Closing Working Capital (the “Estimated Closing Net Working Capital”) and, as determined by calculating the difference between the Closing Working Capital and the components thereofTarget Closing Working Capital, and the Estimated Closing 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 Surplus (the “Estimated Closing IndebtednessWorking Capital Surplus”) and identifying all amounts, if any, that qualify as Funded Indebtedness or the Closing Working Capital Deficit (the “Estimated Funded IndebtednessClosing Working Capital Deficit”), as applicable; (ivd) 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 The Adjusted Purchase Price under Section 2.2(a) (the “Estimated Adjusted Purchase Price”). ; (e) The Estimated Stock Consideration; and (f) The Closing Statement and the calculations thereunder shall be prepared and calculated by Sellers in good faithCash Payment.

Estimated Closing Statement. At least five (5) Business Days prior to the Closing Date, the Sellers’ Representative shall Seller will deliver to US Buyer a statement (as may, but need not, be revised by Seller pursuant to the last sentence hereof, the “Estimated Closing Statement”), reasonably acceptable to US Buyer, setting forth a in reasonable detail the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of: estimates of (i) Closing Company Indebtedness; (ii) Net Working Capital; (iii) the resulting Net Working Capital Adjustment; (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, (iiiv) the aggregate amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”itemized by payee), (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”)Excess Cash. The Estimated Closing Statement and the calculations thereunder shall component items thereof will be prepared and calculated by Sellers in accordance with the definitions set forth in this Agreement. The “Estimated Company Indebtedness,” “Estimated Net Working Capital,” “Estimated Net Working Capital Adjustment,” “Estimated Company Transaction Expenses,” and “Estimated Excess Cash” will be the estimates of Company Indebtedness, Net Working Capital, the Net Working Capital Adjustment, Company Transaction Expenses, and Excess Cash, respectively, as determined in accordance with this Section 2.2(c). Seller will consider in good faithfaith any comments Buyer may have to the Estimated Closing Statement and thereafter determine, in Seller’s sole discretion, whether to amend the Estimated Closing Statement as a result thereof.