Common use of Closing Calculations Clause in Contracts

Closing Calculations. 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 “Closing Statement”) setting forth (a) a good faith calculation of the Company’s estimate of the Closing Indebtedness and Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration and Per Share Price based on such estimates, 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 Closing Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Closing Statement for all purposes of this Agreement. The 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. Not later than 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 “Closing Statement”) setting forth (a) a good faith calculation of the Company’s estimate of the Closing Indebtedness and Transaction Expenses, in each case, Purchase Price Adjustments as of the Reference Time, and the resulting Merger Consideration and Per Share Price based on such estimates, 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 Closing Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Closing Statement for all purposes of this Agreement. The 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. Not later than 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 “Estimated Closing Statement”) setting forth (a) a good faith calculation of the Company’s estimate of the Closing Net Indebtedness and Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Exchange Consideration and Per Share Price based on such estimates, 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 Estimated Closing Statement to the PurchaserSPAC, if requested by the PurchaserSPAC, the Company will meet with the Purchaser SPAC to review and discuss the Estimated Closing Statement and the Company will consider in good faith the PurchaserSPAC’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Estimated Closing Statement, as mutually approved by the Company and the Purchaser SPAC both acting reasonably and in good faith, shall thereafter become the Estimated Closing Statement for all purposes of this Agreement. The 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. Not later than three the second (32nd) Business Days Day prior to the Closing Date, the Company shall deliver to the Purchaser a statement certified signed by the Company’s chief executive officer (the “Closing Statement”) setting forth (a) a good faith calculation of the Company’s estimate of the Closing Indebtedness and Transaction Expenses, in each case, as of the Reference Time, Net Cash and the resulting Merger Consideration and Per Share Price based on such estimatesConsideration, 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 Closing Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Statement and make any appropriate adjustments to the Closing Statement prior to the Closing, which adjusted Closing Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faithPurchaser, shall thereafter become the Closing Statement for all purposes of this Agreement. The 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. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to the Purchaser Malacca a statement certified by the Company’s chief executive officer president director (the “Estimated Closing Statement”) setting forth (a) a good faith calculation of the Company’s estimate of the Closing Indebtedness Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration and Per Share Price Shares based on such estimates, 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 Estimated Closing Statement to the Purchaser, if requested by the PurchaserMalacca, the Company will meet with the Purchaser Malacca to review and discuss the Estimated Closing Statement and the Company will consider in good faith the PurchaserMalacca’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, which adjusted Estimated Closing Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faithMalacca, shall thereafter become the final Estimated Closing Statement for all purposes of this Agreement. The 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. Not later than 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 “Closing Net Debt Calculation Statement”) setting forth (a) a good faith calculation of the Company’s estimate of the Closing Indebtedness and Transaction Expenses, in each case, Net Debt as of the Reference Time, and the resulting Merger Consideration and Per Share Price based on such estimatesestimate, 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 Closing Net Debt Calculation Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Net Debt Calculation Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Net Debt Calculation Statement and make any appropriate adjustments to the Closing Net Debt Calculation Statement prior to the Closing, which adjusted Closing Net Debt Calculation Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Closing Net Debt Calculation Statement for all purposes of this Agreement. The Closing 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. Not later than 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 “Closing Net Debt Calculation Statement”) setting forth (a) a good faith calculation of the Company’s estimate of the Closing Indebtedness and Transaction Expenses, in each case, Net Debt as of the Reference Time, and the resulting Merger Consideration and Per Share Price based on such estimatesestimate, in reasonable detail 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 Closing Net Debt Calculation Statement to the Purchaser, if requested by the Purchaser, the Company will meet with the Purchaser to review and discuss the Closing Net Debt Calculation Statement and the Company will consider in good faith the Purchaser’s comments to the Closing Net Debt Calculation Statement and make any appropriate adjustments to the Closing Net Debt Calculation Statement prior to the Closing, which adjusted Closing Net Debt Calculation Statement, as mutually approved by the Company and the Purchaser both acting reasonably and in good faith, shall thereafter become the Closing Net Debt Calculation Statement for all purposes of this Agreement. The Closing 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.