Common use of Estimated Closing Statement Clause in Contracts

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. At least Not less than three Business Days prior to the Closing Date, the Company shall, Parent shall prepare 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 (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) based on the Estimated Closing Balance Sheet, setting forth in reasonable detail a good Parent’s good-faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (Ai) the Closing Working Capital amount of Cash as of the Effective Time (such estimate, the “Estimated Closing Cash”), (ii) the amount of Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”), (Biii) the Closing Debt Amount amount of Indebtedness as of the Effective Time (the “Estimated Closing Debt AmountIndebtedness”), ) and (Civ) the Closing Transaction Expenses amount of Accrued Tax Liabilities as of the Effective Time (the “Estimated Closing Transaction Expenses”) and (D) the Closing Cash Amount (the “Estimated Closing Cash AmountAccrued Tax Liabilities”). 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 The Estimated Closing Statement (as so calculated, shall also set forth the “Estimated Purchase Price”),” which shall be equal to the sum of (A) the Base Purchase Price, (B) plus the Estimated Cash, (C) plus (solely in the event that the Estimated Net Working Capital exceeds the Collar Ceiling) the amount, if any, by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax Liabilities.

Estimated Closing Statement. At least The Company shall prepare in good faith and provide to Purchaser no later than three (3) Business Days prior to the anticipated Closing Date, the Company shall, and Seller shall cause the Company to, deliver to Buyer Date (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 written statement (the “Estimated Closing Statement”) based on the Estimated Closing Balance Sheet, setting forth in reasonable detail a its good faith estimate estimates of (A) the Closing Net Working Capital (such estimate, the “Estimated Closing Net Working Capital”), (B) the Closing Debt Amount Cash Balance (the “Estimated Closing Debt AmountCash Balance”), the Transaction Tax Benefits (C) the “Estimated Transaction Tax Benefits”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), and the Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”) and (Dii) the Closing Cash Amount Company’s calculation of the estimated Aggregate Purchase Price (the “Estimated Closing Cash AmountAggregate Purchase Price”). At the time of the Closing, the Purchase Price shall be calculated based upon ) (using the Estimated Closing Net Working Capital, the Estimated Closing Debt AmountCash Balance, the Estimated Closing Transaction Expenses, Indebtedness and the Estimated Closing Cash Amount as set forth Company Transaction Expenses), in each case calculated in accordance with the definitions thereof and the Accounting Policies. For the avoidance of doubt, in no event shall the amount, if any, by which the Estimated Closing Statement (as so calculatedNet Working Capital exceeds the Net Working Capital Target exceed $3,000,000 in the aggregate. The Company shall, and shall cause its Subsidiaries to, provide Purchaser and its Representatives with reasonable access to the “relevant books and records of the Company and its Subsidiaries for the purpose of facilitating Purchaser’s review of the Estimated Purchase Price”)Closing Statement.