Common use of Pre-Closing Procedure Clause in Contracts

Pre-Closing Procedure. At least five (5) calendar days before Closing, Seller shall notify Buyer of Seller's good faith estimate of (i) the Equivalent Subscribers and the Monthly Revenue as of the Closing Date, and (ii) any adjustments or prorations required by this Section 3.2. If such estimate will result in an adjustment to the Purchase Price, then the amount to be paid by Buyer at Closing shall be preliminarily adjusted by such estimate. Prior to Closing, Seller shall provide Buyer or Buyer's representatives with copies of or reasonable access to all books and records, subscriber work orders, billing reports, bank statements and related documentation as Buyer may reasonably request for purposes of verifying the matters set forth in such notification, but without limiting Seller's obligations hereunder to certify the accuracy of all adjustments. Seller and Buyer shall work together in good faith to resolve on or before the Closing Date any disagreement with respect to any matter set forth in such notification. At least one (1) day before Closing, Seller shall deliver to Buyer a certificate setting forth (i) the number of Equivalent Subscribers and the Monthly Revenue as of the Closing Date, and (ii) any adjustments or prorations required by this Section 3.2 to which the parties have mutually agreed.