Common use of Payment Statement Clause in Contracts

Payment Statement. No later than one (1) Business Day prior to the Closing Date, Sellers shall deliver to Parent a written statement (the “Payment Statement”), which Sellers shall have prepared in good faith and in a manner consistent with the terms of (including the definitions contained in) this Agreement, setting forth the following: (i) Sellers’ good-faith estimate of the Estimated Closing Cash Consideration, including Sellers’ good-faith estimate of (1) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”) and (2) the Net Working Capital Adjustment Amount (the “Estimated Net Working Capital Adjustment Amount”), in each case, with reasonable detail and reasonable supporting documentation; and (ii) the account of each Seller (or, if desired, directly to ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ and ▇▇▇▇▇ ▇▇▇▇▇, as directed by the Sellers in accordance with Section 2.7) to which the payment contemplated by Section 2.3(c)(i) should be made.