Common use of Closing Estimate Clause in Contracts

Closing Estimate. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer an Estimated Closing Statement prepared by Seller in good faith, together with supporting documentation used by Seller in calculating the amounts set forth therein. If Buyer notifies Seller in writing of an objection to the Estimated Closing Statement (which written notice shall, in good faith, describe in reasonable detail the specific items in or excluded from the Estimated Closing Statement that are in dispute and the nature and amount of any disagreement so identified) at least two (2) Business Days prior to the Closing Date, then Buyer and Seller shall seek in good faith to agree to revisions to the Estimated Closing Statement to resolve such objection and Seller shall update and redeliver the Estimated Closing Statement to reflect any such agreements no later than the Business Day immediately prior to the Closing Date. If Buyer has validly provided notice of an objection to the Estimated Closing Statement pursuant to this Section 2.6(b) and Buyer and Seller fail to mutually agree upon revisions to the (i) neither Buyer nor Seller shall delay the Closing because of such failure and (ii) the amounts set forth in the Estimated Closing Statement to which Buyer objects, without any adjustment, shall be the amounts used in the determination of the Closing Cash Consideration. The agreement of the Parties to revisions to the Estimated Closing Statement or the failure of the Parties to agree to such revisions shall not constitute a waiver or limitation of a Party’s rights and obligations pursuant to Section 2.6(c) or otherwise. The Estimated Closing Statement shall also set forth wire transfer instructions for the payment of the Closing Cash Consideration to Seller.

Closing Estimate. At least five three (53) Business Days prior to the Closing Date, Seller the Shareholders’ Representative shall prepare and deliver to Buyer an a statement setting forth its good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Closing Statement Net Working Capital”), the Indebtedness of the Company and its Subsidiaries immediately prior to Closing (the “Estimated Closing Indebtedness”), unpaid Company Expenses at Closing (the “Estimated Closing Company Expenses”), Cash at Closing (“Estimated Cash”) and the allocation of the Closing Merger Consideration among the holders of Shares and Options, as contemplated by Section 1.6, which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the Contemplated Transactions), and a calculation of Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”). The Estimated Closing Net Working Capital shall be prepared by Seller in good faithaccordance with GAAP. The Company shall provide Buyer and its Representatives reasonable access to the books, together with supporting documentation used by Seller in calculating records and personnel of the amounts set forth therein. If Buyer notifies Seller in writing of an objection Company and its Subsidiaries and their Representatives, to the extent that they relate to the Estimated Closing Net Working Capital Statement (which written notice shall, in good faith, describe in reasonable detail the specific items in or excluded from the Estimated Closing Statement that are in dispute and the nature and amount of any disagreement so identified) at least two (2) Business Days prior to the Closing Date, then Buyer and Seller shall seek in good faith to agree to revisions such historical financial information related to the Estimated Closing Net Working Capital Statement as Buyer and its Representatives reasonably request to resolve such objection and Seller shall update and redeliver review the Estimated Closing Net Working Capital Statement to reflect any such agreements no later than the Business Day immediately prior to the Closing Date. If and raise any objections; provided, however, that by conducting its review, Buyer has validly provided notice shall not be deemed to have waived any of an objection its rights with respect to the Estimated Final Closing Statement pursuant Net Working Capital or Final Closing Net Working Capital Statement; and provided further, however, that such access shall be in a manner that does not interfere with the normal business operations of the Company and its Subsidiaries and that would not reasonably be expected to this Section 2.6(b) and Buyer and Seller fail to mutually agree upon revisions to the (i) neither Buyer nor Seller shall delay the Closing because of such failure and (ii) the amounts set forth result in the Estimated Closing Statement to which Buyer objects, without waiver of any adjustment, shall legal privilege or be the amounts used in the determination violation of the Closing Cash Consideration. The agreement of the Parties to revisions to the Estimated Closing Statement or the failure of the Parties to agree to such revisions shall not constitute a waiver or limitation of a Party’s rights and obligations pursuant to Section 2.6(c) or otherwise. The Estimated Closing Statement shall also set forth wire transfer instructions for the payment of the Closing Cash Consideration to Sellerapplicable Law.

Closing Estimate. (a) At least two (2), but not more than five (5) ), Business Days prior to the Closing Date, Seller Sellers’ Representative shall deliver to Buyer an Estimated Closing Statement prepared by Seller in good faitha worksheet, together with reasonable supporting documentation used by Seller in calculating documentation, setting forth an estimate (the amounts set forth therein. If Buyer notifies Seller in writing of an objection to “Closing Estimate”) of: (i) the Closing Cash (the “Estimated Closing Statement Cash”); (which written notice shall, in good faith, describe in reasonable detail ii) the specific items in or excluded from Closing Working Capital (the “Estimated Closing Statement that are in dispute Working Capital” and the nature and related Working Capital Adjustment, if any (the “Estimated Working Capital Adjustment”); (iii) the estimated principal amount of any disagreement so identifiedthe Buyer Note to which EFV is entitled, (iv) at least two the aggregate amount of Company Indebtedness (the “Estimated Company Indebtedness”) to be paid out of the Loan Amount, together with the name of the payee thereof and wire transfer instructions for each such payment; (v) the aggregate amount payable with respect to each other Company Liability (“Estimated Company Liabilities”) to be paid out of the Loan Amount, together with the name of the payee thereof and wire transfer instructions for each such payment; and (vi) the Remaining Loan Amount to which EFV is entitled, all as of the Adjustment Time. The Closing Estimate shall (A) be prepared (1) in a manner consistent with each of the applicable definitions in this Agreement and the accounting principles and practices referred to therein or elsewhere in this Agreement, (2) Business Days prior to in good faith based on facts and circumstances known before the Closing Date, then Buyer (3) such that there shall be no reduction in the level of reserves that were reflected on the Interim Balance Sheet unless specific facts and Seller shall seek circumstances justify a reduction in good faith to agree to revisions to such reserves and (4) applying consistent methodologies, practices, estimation techniques, assumptions and principles used by the applicable Company in preparation of the most recent Audited Financial Statements; (B) reasonably specify each item taken into account in the proposed calculation of the Estimated Closing Statement to resolve such objection and Seller shall update and redeliver the Estimated Closing Statement to reflect any such agreements no later than the Business Day immediately prior to the Closing Date. If Buyer has validly provided notice of an objection to the Estimated Closing Statement pursuant to this Section 2.6(b) and Buyer and Seller fail to mutually agree upon revisions to the (i) neither Buyer nor Seller shall delay the Closing because of such failure Net Consideration; and (iiC) the amounts set forth in the Estimated Closing Statement to which Buyer objects, without any adjustment, shall be the amounts used in the determination of the Closing Cash Consideration. The agreement of the Parties to revisions to the Estimated Closing Statement or the failure of the Parties to agree to such revisions shall not constitute a waiver or limitation of a Party’s rights and obligations pursuant to Section 2.6(c) or otherwise. The Estimated Closing Statement shall also set forth include wire transfer instructions for each recipient of funds identified thereon, provided that all amounts payable to Sellers shall be paid by one wire transfer to an account identified by Sellers’ Representative as provided in the Closing Estimate. Buyer shall be entitled to review and comment on the Closing Estimate, and Sellers’ Representative shall review and consider all of Buyer’s comments in good faith. (b) The principal amount of the Buyer Note to be issued to EFV at the Closing (the “Estimated Net Consideration”) shall equal (i) Seven Million Five Hundred Dollars ($7,500,000), (ii) plus the Estimated Closing Cash, (iii) plus or minus the Estimated Working Capital Adjustment. The amounts payable to the holders of Company Indebtedness and Company Liabilities will be payable to such Persons out of the Loan Amount in accordance with the wire transfer instructions provided by Sellers’ Representative in the Closing Estimate and, in the case of the payment of Company Indebtedness, pursuant to payoff letters from the Closing Cash Consideration applicable payees. All of such payments will reduce the Remaining Loan Amount to Sellerbe received by EFV at Closing, which will be delivered to EFV as provided in Section 2.10.

Closing Estimate. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer an Estimated Closing Statement prepared by Seller in good faith, together with supporting documentation used by Seller in calculating the amounts set forth therein. If Buyer notifies Seller in writing of an objection to the Estimated Closing Statement (which written notice shall, in good faith, describe in reasonable detail the specific items in or excluded from the Estimated Closing Statement that are in dispute and the nature and amount of any disagreement so identified) at least two (2) Business Days prior to the Closing Date, then Buyer and Seller shall seek in good faith to agree to revisions to the Estimated Closing Statement to resolve such objection and Seller shall update and redeliver the Estimated Closing Statement to reflect any such agreements no later than the Business Day immediately prior to the Closing Date. If Buyer has validly provided notice of an objection to the Estimated Closing Statement pursuant to this Section 2.6(b) and Buyer and Seller fail to mutually agree upon revisions to the the Estimated Closing Statement on or prior to the Business Day immediately prior to the Closing Date, then: (i) neither Buyer nor Seller shall delay the Closing because of such failure and (ii) the amounts set forth in the Estimated Closing Statement to which Buyer objects, without any adjustment, shall be the amounts used in the determination of the Closing Cash Consideration. The agreement of the Parties to revisions to the Estimated Closing Statement or the failure of the Parties to agree to such revisions shall not constitute a waiver or limitation of a Party’s rights and obligations pursuant to Section 2.6(c) or otherwise. The Estimated Closing Statement shall also set forth wire transfer instructions for the payment of the Closing Cash Consideration to Seller.