Pre-Closing Statement Sample Clauses

Pre-Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferors shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth the Transferors’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is less than zero dollars ($0) (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre- Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than zero dollars ($0), then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than zero dollars ($0), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward adjustment to the Consideration under this Section 2.9(a) shall be effected, at the election of Parent in its sole discretion, as follows: (x) Parent shall deduct an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Per Share Price or (z) the obligations under this Section 2.9(a) shall be satisfied using a combination of a reduction to the Cash Payment under (x) and a cancellation of Parent Common Stock under (y).

Pre-Closing Statement. No later than five (5) Business Days prior to the Closing, the Seller shall in good faith prepare and deliver to the Purchaser a statement (the “Pre-Closing Statement”) setting forth its good faith estimate of (i) the Acquisition Expenses (the “Estimated Acquisition Expenses”), (ii) the Cash Amount (the “Estimated Cash Amount”), (iii) the Working Capital Adjustment Amount (the “Estimated Working Capital Adjustment Amount”), and (iv) the Indebtedness Amount (the “Estimated Indebtedness Amount”), including, in each case, a schedule setting forth the components thereof and reasonable supporting detail, prepared in accordance with this Agreement (including the Transaction Accounting Principles). Subject to the Disclosure Limitations, the Purchaser and its Representatives shall be permitted access to review and obtain copies of the Seller’s and the Company Group’s books and records and any work papers (subject to customary access letters and confidentiality undertakings) related to the preparation of the Pre-Closing Statement and the calculations and adjustments contemplated thereby. The Purchaser and its Representatives may make reasonable inquiries of the Seller, the Company and their respective accountants regarding questions or disagreements, and the Company and the Seller shall, and shall use their reasonable best efforts to cause any such accountants to, cooperate with and respond to such inquiries. At the request of the Purchaser, subject to the Disclosure Limitations, the Seller shall make available its and the Company Group’s personnel who are knowledgeable about the information contained in, and the preparation of, the Pre-Closing Statement, to the Purchaser to advise and assist the Purchaser in its review of the Pre-Closing Statement and any objections or disputes with respect thereto. The Purchaser may provide the Seller with comments to the Pre-Closing Statement and the Seller shall consider such comments in good faith. The Purchaser’s failure to identify any questions or changes to the Pre-Closing Statement shall not indicate any acceptance or waiver, or otherwise impact the Purchaser’s right to prepare the Preliminary Statement in accordance with Section 2.8(a).

Pre-Closing Statement. At least two (2) Business Days prior to the Closing Date, SPAC shall deliver to each of the Sellers a written statement setting forth SPAC’s good faith estimate and calculation of the (a) Redemption Amount and (b) total cash proceeds from the Trust Account remaining following the Redemption.

Pre-Closing Statement. At least three (3) Business Days prior to the Effective Time of Merger I, the Company shall prepare, in consultation with Parent, and deliver to Parent a written statement (the “Pre-Closing Statement”), which shall set forth the Company’s (a) good faith estimate of Working Capital (“Estimated Working Capital”), (b) the Debt Payoff Amount as reflected in the Payoff Letter, (c) Transaction Expenses, a list of Persons to whom such Transaction Expenses are payable, and wire instructions therefor, (d) Closing Date Cash and Cash Equivalents and (e) the Closing Date Merger Consideration and aggregate Merger Consideration based upon such items. The Company shall also deliver to Parent any and all reasonable supporting or underlying documentation used in the preparation of the Pre-Closing Statement. The Pre-Closing Statement shall be prepared in the same form as the Illustrative Pre-Closing Statement and Working Capital Examples as attached hereto as Annex A. Parent shall have the right, following Parent’s receipt of the Pre-Closing Statement, to object thereto by delivering written notice to the Company no later than noon EST on the Business Day before the Closing Date. To the extent Parent timely objects to the Pre-Closing Statement (or any component thereof), Parent and the Company shall attempt to resolve their differences; provided that, if Parent and the Company are unable to resolve any such dispute prior to the Closing Date, then, subject to Section 2.6, the Company’s calculations as reflected in the Pre-Closing Statement shall control for purposes of all payments to be made at Closing. To the extent Parent and the Company resolve any of their differences prior to the Closing, then Parent and the Company shall jointly agree on a revised Pre-Closing Statement that will control for purposes of the payments to be made at the Closing. For the avoidance of doubt, the Pre-Closing Statement and the Closing Statement set forth in Section 2.6 below (and all estimates and calculations of Working Capital), as applicable, shall be prepared in accordance with the Accounting Methodology, except that the Closing Statement (and all calculations of Working Capital) shall (a) not include any purchase accounting or other adjustment arising out of the consummation of the transactions contemplated herein, (b) not be impacted by any action of Parent, the Surviving Company or any of their Affiliates, and (c) in the case of the calculations of Working Capital, shall only include t...

Pre-Closing Statement. At least five (5) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser a written statement (the “Pre-Closing Statement”), which shall set forth Seller’s good faith estimate of the amount of (a) Closing Net Working Capital (“Estimated Working Capital”) and (b) a calculation of the Estimated Purchase Price based upon such estimate. Upon delivery of the Pre-Closing Statement, Purchaser and its representatives shall be permitted reasonable access (including the right to make copies) to the financial statements and other materials (including accountant work papers) and to the appropriate personnel of Seller (including its accountants), in each case, upon reasonable notice and during normal business hours for purposes of providing reasonable assistance to Purchaser and its representatives in connection with its review of the Pre-Closing Statement. Seller will cooperate in good faith with Purchaser’s and its representatives’ review of such statements and shall take into consideration in good faith any comments of Purchaser on the Pre-Closing Statement and incorporate any mutually agreed-upon adjustments to the Pre-Closing Statement, as applicable. Notwithstanding the foregoing, in no event will any of Purchaser’s rights be considered waived, impaired or otherwise limited as a result of Purchaser not making an objection prior to the Closing or it making an objection that is not fully implemented in a revised Pre-Closing Statement, as applicable.

Pre-Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferors shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth Transferors’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero Dollars ($0) (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero Dollars ($0) then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than Zero Dollars ($0), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.7(a) shall be effected as follows: Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment.

Pre-Closing Statement. Buyer shall have received the Pre-Closing Statement, certified as complete and correct on behalf of the Company by the Chief Executive Officer of the Company.

Pre-Closing Statement. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a preliminary certificate (the “Pre-Closing Statement”), setting forth in reasonable detail the Company’s good faith calculation of the Closing Consideration (including all the components thereof) the (“Estimated Closing Consideration”). The Company shall consider in good faith any of Parent’s reasonable comments to such preliminary Pre-Closing Statement and the figures and calculations set forth thereon and provide any additional supporting documentation reasonably requested by Parent. At least three (3) Business Days before the Closing Date, the Company shall deliver to Parent the final Pre-Closing Statement, certified as true, correct and complete by the Company’s Chief Executive Officer for and on the Company’s behalf, in form and substance satisfactory to Parent (acting reasonably) and accompanied by documentation satisfactory to Parent (acting reasonably) for such calculations and any additional information reasonably requested by ▇▇▇▇▇▇. The Company shall prepare the Pre-Closing Statement in accordance with the Accounting Principles, which Pre-Closing Statement Certificate contains a calculation of the Closing Consideration as if each of its component parts were determined as of the Closing Date. Nothing in this Section 2.1, including the fact that Parent may provide comments or request changes to the preliminary Pre-Closing Statement or any of the figures or calculations set forth thereon or that Parent and the Company may agree to changes to the information or amounts on the Pre-Closing Statement, shall in any way limit the right of any Person under this Section 2.1 or Article X.

Pre-Closing Statement. After the Signing Date, MGM shall use diligent efforts to prepare a statement (“Updated Pre-Closing Statement”) indicating the Updated Pre-Closing Development Cost Estimate, the Updated Pre-Opening Cost Estimate and the Updated Pre-Closing Residential Proceeds Estimate. The Updated Pre-Closing Statement shall be delivered no later than fifteen (15) days prior to the anticipated Closing Date, and MGM shall promptly provide to DW’s accounting and financial advisors all documentation and supporting materials reasonably requested to confirm the amounts indicated in the Updated Pre-Closing Statement.