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 (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 (a) For purposes of determining the amount of cash to be paid as the Estimated Closing Payment by Buyer Sub (or, if any portion is not paid by Buyer Sub, by Buyer Parent) at the Closing pursuant to Section 3.1(b), Seller shall prepare and deliver to Buyer Parent, not less than three (3) Business Days prior to before the Closing Date: (i) a good faith estimate of the Closing Working Capital (such amount, the Sellers’ Representative “Estimated Closing Working Capital”); (ii) a good faith estimate of the Business CapEx Amount (the “Estimated Business CapEx Amount”); (iii) a good faith estimate of the Seller Business Indebtedness (the “Estimated Seller Business Indebtedness”); (iv) a good faith estimate of the Estimated Closing Payment; and (v) a good faith estimate of the Estimated Closing Purchase Price. Seller agrees that it shall deliver to US Buyer a prepare such statement (the “Estimated Closing Statement”)) in accordance with, reasonably acceptable to US Buyeras applicable, setting forth a good faith calculationthe definitions of “Closing Working Capital”, together with reasonably detailed supporting documentation“Business CapEx Amount”, of: (i) Closing Net Working Capital (the “Seller Business Indebtedness,” “Estimated Closing Net Working Capital”) Payment” 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.Closing

Estimated Closing Statement. At least five Business Days prior Prior to the Closing DateClosing, the Sellers’ Representative shall deliver Sellers will have delivered to US Buyer a statement certificate signed by Sellers (the “Estimated Closing Statement”), ) and reasonably acceptable to US Buyer, setting forth a Sellers’ good faith calculation, together with reasonably detailed supporting documentation, of: estimate (including all calculations in reasonable detail) based on the financial statements and books and records of the Lighthouse Companies 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”), including the calculation of the trailing twelve full fiscal month Adjusted EBITDA as of the end of the last fiscal month immediately prior to the Closing, (ii) the Net Working Capital and Closing Accounts Receivable, and attaching an estimated consolidated balance sheet of the Lighthouse Companies as of the Closing, (iii) the amount that Indebtedness will be on the Closing Date, identifying the amount owed to each creditor thereof, together with payoff letters from the Lighthouse Company’s creditors in form and substance reasonably acceptable to Buyer, (iv) the amount that Transaction Expenses will be on the Closing Date, including the amount owed to each payee thereof, and (v) the amount of the Transaction Bonuses, including the amount owed to each payee thereof. The Estimated Closing Statement and the calculations thereunder shall be prepared applying the definitions of Net Working Capital and calculated by Sellers in good faithAdjusted EBITDA contained herein. The Estimated Closing Statement shall also include the wire transfer instructions for any payments to be made under Section 1.3.

Estimated Closing Statement. At least five No later than four (4) Business Days prior to the Closing Date, the Sellers’ Representative Company shall deliver to US Buyer the Purchaser a statement (the “Estimated Closing Statement”), reasonably acceptable to US Buyerprepared in good faith, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (a) an estimate of (i) the Closing Date Net Working Capital Amount (the “Estimated Net Working Capital”), (ii) the Closing Cash (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 ExpensesCash”), (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), and (iv) and identifying all amounts, if any, that qualify as Funded Indebtedness the Selling Expenses (the “Estimated Funded IndebtednessSelling Expenses”), and (ivb) on the amount of Closing Cash which, for purposes basis of the Estimated Closing Statementforegoing, shall be deemed to be zero dollars, and (v) the resulting a calculation of the Purchase Price under Section 2.2(a) Cash Consideration (the “Estimated Purchase PriceCash Consideration”). The Estimated Closing Statement and all of the calculations thereunder set forth therein shall be prepared in accordance with the Agreed Accounting Principles. Concurrently with the delivery of the Estimated Closing Statement, the Company shall also deliver to the Purchaser and calculated by Sellers to the Paying Agent the Allocation Statement setting forth the allocations of the payments to be made at Closing based upon the amounts set forth in good faiththe Estimated Closing Statement, with the aggregate of such cash payments to be made at Closing not exceeding the Estimated Cash Consideration.

Estimated Closing Statement. At least (a) Not more than five (5) Business Days but not less than three (3) Business Days prior to the Closing Date, the Sellers’ Representative Company shall prepare and deliver to US Buyer the Purchaser a statement satisfactory to the Purchaser executed by the Chief Financial Officer or other similar person of the Company (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, ) setting forth a the Company’s good faith calculation, together with reasonably detailed supporting documentation, of: estimates of (i) Closing Net the Working Capital calculated as of immediately prior to Closing (the “Estimated Closing Net Working Capital”) and ), including the components thereof, and the Company’s calculation of any Estimated Working Capital Increase Excess or Estimated Working Capital DecreaseDeficit, as the case may beapplicable, (ii) the amount Indebtedness as of Company Transaction Expenses immediately prior to the Closing (the “Estimated Company Transaction ExpensesIndebtedness”), (iii) the amount Transaction Expenses as of immediately prior to the Closing Indebtedness (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded IndebtednessTransaction Expenses”), (iv) the amount Cash as of immediately prior to the Closing Cash which, for purposes of (the “Estimated Closing Statement, shall be deemed to be zero dollarsCash”), and (v) the resulting calculation Estimated Closing Payment, accompanied by reasonably detailed calculations, data, and schedules supporting the computation of such amounts. (b) The parties hereto agree that, during the period from the delivery of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Statement through the Closing Date, the parties shall (and the calculations thereunder shall be prepared and calculated by Sellers cause their representatives to) cooperate in good faithfaith (including by providing additional information), and consider in good faith any changes to the Estimated Closing Statement (including all components thereof).