Common use of Closing Calculations Clause in Contracts

Closing Calculations. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Net Debt Calculation Statement”) setting forth a good faith calculation of the Company’s estimate of the Net Debt as of the Reference Time, and the resulting Merger Consideration and Per Share Price based on such estimate, in reasonable detail including the amount owed to each creditor of any of the Target Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Net Debt Calculation Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Net Debt Calculation Statement and the Company will consider in good faith the Purchaser’s comments to the Net Debt Calculation Statement and make any appropriate adjustments to the Net Debt Calculation Statement prior to the Closing, which adjusted Net Debt Calculation Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Net Debt Calculation Statement for all purposes of this Agreement. The Net Debt Calculation Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Closing Calculations. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser SPAC a statement certified by the Company’s chief executive officer (the “Net Debt Calculation Estimated Closing Statement”) setting forth a good faith calculation of the Company’s estimate of the Closing Net Debt Indebtedness as of the Reference Time, and the resulting Merger Exchange Consideration and Per Share Price based on such estimateestimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the Target CompaniesCompany, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Net Debt Calculation Estimated Closing Statement to the PurchaserSPAC, if requested by the PurchaserSPAC, the Company will meet with the Purchaser SPAC to review and discuss the Net Debt Calculation Estimated Closing Statement and the Company will consider in good faith the PurchaserSPAC’s comments to the Net Debt Calculation Estimated Closing Statement and make any appropriate adjustments to the Net Debt Calculation Estimated Closing Statement prior to the Closing, which adjusted Net Debt Calculation Estimated Closing Statement, as mutually approved by the Company and the Purchaser SPAC both acting reasonably and in good faith, shall thereafter become the Net Debt Calculation Estimated Closing Statement for all purposes of this Agreement. The Net Debt Calculation Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Closing Calculations. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Net Debt Calculation Statement”) setting forth a good faith calculation of the Company’s estimate of the Net Debt as of the Reference Time, and the resulting Merger Consideration and Per Share Price based on such estimate, in reasonable detail detail, including the amount owed to each creditor of any of the Target Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Net Debt Calculation Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Net Debt Calculation Statement and the Company will consider in good faith the Purchaser’s comments to the Net Debt Calculation Statement and make any appropriate adjustments to the Net Debt Calculation Statement prior to the Closing, which adjusted Net Debt Calculation Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Net Debt Calculation Statement for all purposes of this Agreement. The Net Debt Calculation Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Closing Calculations. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Net Debt Calculation Closing Statement”) setting forth a good faith calculation of the Company’s estimate of the Closing Net Debt as of the Reference Time, Indebtedness and the resulting Merger Consideration and Per Share Price based on such estimatecalculation, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the Target Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Net Debt Calculation Closing Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Net Debt Calculation Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Net Debt Calculation Closing Statement and make any appropriate adjustments to the Net Debt Calculation Closing Statement to reflect any reasonable comments of the Purchaser prior to the Closing, which adjusted Net Debt Calculation Closing Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Net Debt Calculation Closing Statement for all purposes of this Agreement. The Net Debt Calculation Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Closing Calculations. At least three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Net Debt Calculation Closing Statement”) setting forth a good faith calculation of the Company’s estimate of the Net Debt Purchase Price Adjustments as of the Reference Time, and the resulting Merger Consideration and Per Share Price based on such estimateestimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the Target Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Net Debt Calculation Closing Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Net Debt Calculation Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Net Debt Calculation Closing Statement and make any appropriate adjustments to the Net Debt Calculation Closing Statement prior to the Closing, which adjusted Net Debt Calculation Closing Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Net Debt Calculation Closing Statement for all purposes of this Agreement. The Net Debt Calculation Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.

Closing Calculations. At least (a) Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified by the Company’s chief executive officer (the “Net Debt Calculation Closing Statement”) setting forth (i) a good faith calculation of the Company’s estimate of the Closing Net Debt as of the Reference Time, and (ii) the resulting Merger Consideration and Per Share Price Conversion Ratio based on such estimateestimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the Target CompaniesCompany, and bank statements and or other evidence reasonably necessary to confirm such calculations. Promptly upon delivering the Net Debt Calculation Closing Statement to the Purchaser, if requested by the Purchaser, the Company will shall meet with the Purchaser to review and discuss the Net Debt Calculation Closing Statement and the Company will shall consider in good faith the Purchaser’s comments to the Net Debt Calculation Closing Statement and make any appropriate adjustments to the Net Debt Calculation Closing Statement prior to the Closing, which adjusted Net Debt Calculation Closing Statement, as mutually approved agreed by the Company and the Purchaser Purchaser, both acting reasonably and in good faith, shall thereafter become the Net Debt Calculation Closing Statement for all purposes of this Agreement. The Net Debt Calculation Closing Statement and the determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Agreement.