Closing Cash Proceeds Adjustment. (a) At least five (5) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a good-faith estimate of the Closing Cash Proceeds (the “Estimated Closing Cash Proceeds”), including (i) each of the components thereof, based on the Company’s books and records and other information then available and (ii) at the Purchaser’s request, a physical inventory count in accordance with the last two sentences of this Section 3.03(a) (with respect to the inventory included in the estimated Closing Working Capital located at any of the Applicable Facilities). The Purchaser may submit any comments in writing to the Company until 5:00 p.m. prevailing Eastern Time, on the second (2nd) Business Day prior to the anticipated Closing Date and the Company will consider any such comments in good faith and, if any such comments are agreed, will so revise the Estimated Closing Cash Proceeds. The Estimated Closing Cash Proceeds shall be calculated in accordance with the Applicable Accounting Principles. The failure by the Purchaser to submit any comments to the Company pursuant to the preceding sentence (or the decision by the Company to revise or not revise the Estimated Closing Cash Proceeds in response to any such comments) shall not be deemed a waiver of any right of the Purchaser or the Representative to raise any such objection during the course of the adjustment process set forth in this Section 3.03. The Company shall complete within ten (10) Business Days prior to the anticipated Closing Date a physical inventory count of inventory located at each of the Applicable Facilities or, upon the written request of the Purchaser which is provided not later than thirty (30) days after the date of this Agreement, some but not all of the Applicable Facilities; in each case with such inventory count conducted at the Purchaser’s cost (based on the actual and direct costs of the Company and its Subsidiaries incurred in conducting such inventory count). The Purchaser or one of its representatives shall be permitted to observe the physical inventory count.
Closing Cash Proceeds Adjustment. (a) At least two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a good faith estimate of the Closing Cash Proceeds (the “Estimated Closing Cash Proceeds”), including each of the components thereof.
Closing Cash Proceeds Adjustment. (a) At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser a good faith estimate of the Closing Cash Proceeds (the "Estimated Closing Cash Proceeds"), including each of the components thereof, based on the Company's and its Subsidiaries' books and records and other information then available. Following delivery of the Company's calculation of the Estimated Closing Cash Proceeds, to the extent reasonably requested by the Purchaser, the Company shall make available to the Purchaser supporting documentation used in preparing the Estimated Closing Cash Proceeds and the Company shall consider any reasonable comments provided by the Purchaser in good faith based on the Purchaser's review of the Estimated Closing Cash Proceeds and such documentation, provided, that if there is a dispute over the Estimated Closing Cash Proceeds, the Estimated Closing Cash Proceeds delivered by the Company shall govern and the obligation of the Company to consider such reasonable comments of the Purchaser regarding the Estimated Closing Cash Proceeds shall in no event require that the Company revise its calculation of the Estimated Closing Cash Proceeds or that the contemplated Closing be postponed or otherwise delayed.
Closing Cash Proceeds Adjustment. (a) No later than one hundred twenty (120) days after the date hereof, the Purchaser shall prepare and deliver to the Seller a statement (the "Closing Statement") setting forth the Purchaser's calculation of the Closing Cash Proceeds, including each of the components thereof, in each case in accordance with the definition thereof, and a consolidated balance sheet of the Company and its Subsidiaries as of the Closing (the "Closing Balance Sheet"). The Closing Balance Sheet shall (i) be prepared, and Cash and the Closing Working Capital (subject to the specific adjustments set forth on the Working Capital Schedule) shall be determined, in accordance with the Accounting Principles and (ii) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby.
Closing Cash Proceeds Adjustment. (a) At least five Business Days prior to the Closing Date, the Company shall prepare and deliver to the Purchaser the Waterfall Schedule as determined in accordance with the Company LLC Agreement and a good faith estimate of the consolidated balance sheets of the Blockers and the Company and its Subsidiaries as of the Measurement Time (the “Closing Balance Sheets”) and a good faith estimate of the Closing Cash Proceeds (the ”Estimated Closing Cash Proceeds”), together with a reasonably detailed computation of each component thereof (i.e., Cash, Working Capital, Indebtedness and Transaction Expenses) and reasonable supporting documentation, based on the Company’s and its Subsidiaries’ books and records and other information then available. The Company shall provide the Purchaser and its representatives with reasonable opportunity to review and propose comments to the Estimated Closing Cash Proceeds calculation and shall consider the Purchaser’s comments thereon in good faith to the extent received at least two Business Days prior to the Closing, it being understood that in no event shall the acceptance of Purchaser’s comments be considered a condition to Closing or otherwise delay the Closing.
Closing Cash Proceeds Adjustment. (a) As promptly as practicable after the Closing, but in no event later than ninety (90) days after the date hereof, the Purchaser shall prepare and deliver to the Representative a statement (the "Closing Statement") setting forth the Purchaser's calculation of the Closing Cash Proceeds, including each of the components thereof, in each case in accordance with the definition thereof, and a consolidated balance sheet of the Company and its Subsidiaries as of the Closing (the "Closing Balance Sheet"). The Closing Balance Sheet shall (i) be prepared in accordance with the Accounting Principles, and Cash, Indebtedness and the Closing Working Capital (subject to the specific adjustments set forth on the Working Capital Schedule) shall be determined, in accordance with the respective definitions of each set forth herein and (ii) not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the consummation of the Closing except as provided in the definitions of Indebtedness and Transaction Expenses.
Closing Cash Proceeds Adjustment. (a) At least seven Business Days prior to the Closing Date, the Sellers shall prepare and deliver to the Buyers a good faith estimate of the Closing Cash Proceeds, including each of the components thereof (except Closing Net Working Capital) (such estimate, as approved by the Buyers, which such approval shall not be unreasonably withheld, conditioned or delayed) (the “Estimated Closing Cash Proceeds”) based on the books and records of the Company Group and its Subsidiaries and other information then available, it being understood that the Estimated Cash Proceeds shall assume that, for the purpose of such estimate only, Closing Net Working Capital and Target Net Working Capital are equal.
