Common use of Certain Closing Certificates and Documents Clause in Contracts

Certain Closing Certificates and Documents. The Company shall prepare and deliver to Acquirer a draft of each of the Estimated Closing Statement and the Spreadsheet not later than five Business Days prior to the Closing Date and a final version of the Estimated Closing Statement and the Spreadsheet to Acquirer not later than two Business Days prior to the Closing Date. In the event that Acquirer notifies the Company that there are reasonably apparent errors in the drafts of the Estimated Closing Statement or the Spreadsheet delivered not later than five Business Days prior to the Closing Date, Acquirer and the Company shall discuss such errors in good faith and the Company shall correct such errors prior to delivering the final versions of the same in accordance with this Section 5.12. Without limiting the foregoing or Section 5.7, the Company shall provide to Acquirer, together with the Estimated Closing Statement and the Spreadsheet, such supporting documentation, information and calculations as are reasonably necessary for Acquirer to verify and determine the calculations, amounts and other matters set forth in the Estimated Closing Statement and the Spreadsheet.

Certain Closing Certificates and Documents. The Company shall prepare and deliver to Acquirer a draft of each of the Estimated Disclosure Materials, Company Closing Statement Financial Certificate and the Spreadsheet not later than five seven Business Days prior to the Closing Date and a final version of the Estimated Disclosure Materials, Company Closing Statement Financial Certificate and the Spreadsheet to Acquirer not later than two five Business Days prior to the Closing Date. In the event that Acquirer notifies the Company that there are reasonably apparent errors in the drafts of the Estimated Company Closing Statement or Financial Certificate and the Spreadsheet delivered not later than five Business Days prior to the Closing Date, Acquirer and the Company shall discuss such errors in good faith and the Company shall correct such errors prior to delivering the final versions of the same in accordance with this Section 5.126.11. Without limiting the foregoing or Section 5.76.6, the Company shall provide to Acquirer, together with the Estimated Company Closing Statement Financial Certificate and the Spreadsheet, such supporting documentation, information and calculations as are reasonably necessary for Acquirer to verify and determine the calculations, amounts and other matters set forth in the Estimated Company Closing Statement Financial Certificate and the Spreadsheet. Acquirer shall have the right to review and comment on the form and contents of the Disclosure Materials, which shall be to Acquirer’s reasonable satisfaction.

Certain Closing Certificates and Documents. The Company shall prepare and deliver to Acquirer and the Stockholders’ Agent a draft of each of the Estimated Company Closing Statement Financial Certificate, the Company Bonus Certificate and the Spreadsheet not later than five Business Days days prior to the Closing Date and a final version of the Estimated Company Closing Statement Financial Certificate, the Company Bonus Certificate and the Spreadsheet to Acquirer not later than two Business Days days prior to the Closing Date. In the event that Acquirer or the Stockholders’ Agent notifies the Company that there are reasonably apparent errors in the drafts of the Estimated Company Closing Statement or Financial Certificate, Company Bonus Certificate and/or the Spreadsheet delivered not later than five Business Days prior to Spreadsheet, Acquirer, the Closing Date, Acquirer Company and the Company Stockholders’ Agent shall discuss such errors in good faith and the Company shall correct such errors prior to delivering the final versions of the same in accordance with this Section 5.126.13. Without limiting the foregoing or Section 5.76.7, the Company shall provide to AcquirerAcquirer and the Stockholders’ Agent, together with the Estimated Company Closing Statement Financial Certificate, the Company Bonus Certificate and the Spreadsheet, such supporting documentation, information and calculations as are reasonably necessary for Acquirer and the Stockholders’ Agent to verify and determine the calculations, amounts and other matters set forth in the Estimated Company Closing Statement Financial Certificate, the Company Bonus Certificate and the Spreadsheet.

Certain Closing Certificates and Documents. The Company shall prepare and deliver to Acquirer a draft of each of the Estimated Company Closing Statement Financial Certificate and the Spreadsheet not later than five Business Days prior to the Closing Date and a final version of the Estimated Company Closing Statement Financial Certificate and the Spreadsheet to Acquirer not later than two Business Days prior to the Closing Date. In the event that Acquirer notifies the Company in good faith that there are reasonably apparent errors in the drafts of the Estimated Company Closing Statement Financial Certificate or the Spreadsheet delivered not later than five Business Days prior to the Closing DateSpreadsheet, Acquirer and the Company shall discuss such errors in good faith and the Company shall correct such errors prior to delivering the final versions of the same in accordance with this Section 5.12. Without limiting the foregoing or Section 5.7, the Company shall provide to Acquirer, together with the Estimated Company Closing Statement Financial Certificate and the Spreadsheet, such supporting documentation, information and calculations as are reasonably necessary for Acquirer to verify and determine the calculations, amounts and other matters set forth in the Estimated Company Closing Statement Financial Certificate and the Spreadsheet. The Company shall use commercially reasonable efforts to deliver to Acquirer a certificate from the Secretaries of State of the States of Delaware and California, dated within three Business Days prior to the Closing Date, certifying that the Company is in good standing and that all applicable Taxes and fees of the Company through and including the Closing Date have been paid.

Certain Closing Certificates and Documents. (a) The Company shall prepare and deliver to Acquirer a draft of each of the Estimated Company Closing Statement Financial Certificate and the Spreadsheet not later than five two Business Days prior to the Closing Date and a final version of the Estimated Company Closing Statement Financial Certificate and the Spreadsheet to Acquirer not later than two Business Days prior to the Closing Date. In the event that Acquirer notifies the Company that there are reasonably apparent errors in the drafts of the Estimated Company Closing Statement or Financial Certificate and the Spreadsheet delivered not later than five Business Days prior to the Closing DateSpreadsheet, Acquirer and the Company shall discuss such errors in good faith and the Company shall correct such errors prior to delivering the final versions of the same in accordance with this Section 5.125.14. Without limiting the foregoing or Section 5.7Section5.8, the Company shall provide to Acquirer, together with the Estimated Company Closing Statement Financial Certificate and the Spreadsheet, such supporting documentation, information and calculations as are reasonably necessary for Acquirer to verify and determine the calculations, amounts and other matters set forth in the Estimated Company Closing Statement Financial Certificate and the Spreadsheet. (b) The Company shall perform a payroll run as of the Closing Date and shall deliver to Acquirer results of such payroll run not later than two Business Days prior to the Closing Date. (c) The Company shall engage a duly qualified accounting firm to prepare balance sheets on an accrual basis as of July 31, 2022 (the “July Balance Sheet”) and as of the Closing Date (the “Closing Balance Sheet”) and shall deliver the July Balance Sheet as soon as practicable following the execution of this Agreement and the Closing Balance Sheet in accordance with Section 5.14(a).