Closing Estimates. (a) At least three Business Days prior to the anticipated Closing Date, the Companies shall prepare and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good faith estimate of (A) a consolidated balance sheet of each of (x) the Enhanced Entities, (y) Trident ECP and (z) Trident ECG, in each case, as of immediately prior to the Closing (each a “Preliminary Closing Balance Sheet”), (B) (x) Payoff Indebtedness (the “Estimated Payoff Indebtedness”), (y) Cash (the “Estimated Cash”) and (z) Transaction Expenses (the “Estimated Transaction Expenses”) (with each of Estimated Cash, Estimated Payoff Indebtedness and Estimated Transaction Expenses determined as of immediately prior to the Closing and, except for Estimated Transaction Expenses and Unpaid Taxes (included in Payoff Indebtedness), without giving effect to the transactions contemplated by this Agreement or the Ancillary Agreements) and (C) on the basis of the foregoing, a calculation of the Estimated Purchase Price, (ii) an updated Schedule 3.28 setting forth all Indebtedness of any Enhanced Entity as of immediately prior to the Closing, including Indebtedness under the heading “Retained Indebtedness,” and (iii) a schedule (the “Allocation Schedule”) setting forth the portion(s) of the Estimated Purchase Price minus the Rollover Units Value to be received at Closing in cash (such Seller’s “Closing Payment”) and such Seller’s name, address and wire instructions. Estimated Payoff Indebtedness and Estimated Cash shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the most recent Balance Sheet (in each case, to the extent consistent with GAAP). All calculations of Estimated Payoff Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be accompanied by certificates of the chief financial officer of the Enhanced Entities (with respect to the Enhanced Entities only) and the Seller Representative (with respect to the Blockers only) certifying that the applicable estimates have been calculated in good faith in accordance with this Agreement (such certificates, together with such certifications, collectively the “Estimated Closing Statement”).
Closing Estimates. Not earlier than five Business Days, and not later than three Business Days prior to the anticipated Closing Date, Sellers shall furnish to Buyers a written statement (the “Estimated Closing Statement”) duly executed by the Chief Financial Officer of the Company (solely in his capacity as such) setting forth in reasonable detail good faith estimates of (a) the Transaction Expenses as of the Closing, (b) the Debt of the Company and the Company Subsidiaries as of the Closing, (c) the Pension Funding Adjustment Amount as of the Closing, (d) the Working Capital Amount, and (e) the Company Cash Amount, and based on such estimates, an estimate of the Total Equity Value (the “Estimated Total Equity Value”). The Estimated Closing Statement and the determinations and calculations contained therein shall be based on the books and records of the Company and the Company Subsidiaries and shall be prepared in accordance with this Agreement and, in the case of the estimated Closing Working Capital Amount, the Accounting Principles. To the extent reasonably requested by Buyers, Sellers will make available to Buyers and their auditors and advisors all books, records, documents, work papers and other information of the Company and the Company Subsidiaries used in preparing the Estimated Closing Statement (including participant census data and selected information). The Estimated Closing Statement and the determinations and calculations contained therein (including the estimated Working Capital Amount) will be prepared and determined, as applicable, in accordance with Section 3.4, as if it were the actual Closing Statement or Closing Working Capital Amount, as applicable, but based on the review of the financial information of the Company then reasonably available and inquiries of personnel responsible for the preparation of such financial information in the ordinary course of business.
Closing Estimates. No later than three Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) including and setting forth (i) a good-faith estimate of (A) Net Working Capital (the “Estimated Net Working Capital”), (B) Indebtedness (“Estimated Indebtedness”), (C) Cash (“Estimated Cash”) and (D) unpaid Transaction Expenses (“Estimated Transaction Expenses”) (with each of the Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses determined as of 11:59 p.m. Eastern time on the date immediately prior to the Closing Date, but after giving effect to the Reorganization) and (ii) on the basis of the foregoing, a calculation of the Estimated Cash Purchase Price. The Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet (except in instances where the Seller’s prior accounting practices differ from GAAP and consistent application thereof, which differences are summarized on Section 2.4 of the Seller Disclosure Schedules (the “Applicable Accounting Principles”)) and the Sample Statement. No later than two Business Days prior to the Closing, the Seller shall prepare, or cause to be prepared, and deliver to the Buyer an itemized list of Transaction Expenses, including wiring instructions.
Closing Estimates. At least three Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) containing Seller’s good faith estimate of the Estimated Aggregate Adjustment, together with a reasonably detailed computation of such estimate. Attached hereto as Schedule 2.3 is an illustrative calculation of the Aggregate Adjustment as of the Balance Sheet Date, as if the Balance Sheet Date was the Closing Date. The Estimated Aggregate Adjustment shall be prepared in accordance with the illustrative calculation included on Schedule 2.3 using the same methodologies, practices, policies and judgments as were used in the preparation of the Financial Statements, except as otherwise expressly provided in this Agreement, including Schedule 2.3 (the “Accounting Principles”).
Closing Estimates. No later than three Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Buyer a written statement including and setting forth a consolidated balance sheet of the Business as of immediately prior to the Closing (the “Closing Balance Sheet”).
Closing Estimates. (a) At least five (5) Business Days prior to the anticipated Closing Date, the Company shall in good faith prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the Company and its Subsidiaries, as of the Measurement Time (the “Preliminary Closing Balance Sheet”) in accordance with the sample calculation worksheet set forth on Schedule 2.9, (ii) a good-faith estimate of (A) Net Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Net Working Capital”), (B) Indebtedness (the “Estimated Indebtedness”), (C) Cash (the “Estimated Cash”) and (D) unpaid Transaction Expenses (the “Estimated Transaction Expenses”), in each case, as of the Measurement Time, before taking into account the payments contemplated herein, and (iii) on the basis of the foregoing, a calculation of the Closing Merger Consideration, the Per Share Merger Consideration and the payments due hereunder to each Seller.
Closing Estimates. At least five (5) Business Days before the Closing, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) setting forth in reasonable detail its good faith estimate, without giving effect to the transactions contemplated by this Agreement, of (i) the Closing Working Capital as of 12:01 a.m. Eastern time on the Closing Date calculated in accordance with GAAP (the “Estimated Closing Working Capital”), (ii) the Indebtedness as of 12:01 a.m. Eastern time on the Closing Date (the “Estimated Indebtedness”), (iii) the Transaction Expenses as of 12:01 a.m. Eastern time on the Closing Date (the “Estimated Transaction Expenses”), and (iv) the Cash as of 12:01 a.m. Eastern time on the Closing Date (the “Estimated Cash”).
Closing Estimates. No later than five Business Days prior to the Closing Date, Sellers shall cause to be prepared and delivered to Buyer (x) an estimated balance sheet of the Sellers and the Transferred Companies setting forth the book value of the Sellers' and the Transferred Companies' assets and liabilities as of the Closing without taking into account any of the transactions contemplated hereby, (y) a statement in writing (the "Estimated Closing Statement") setting forth in reasonable detail (a) an estimate of Net Cash Assets as of the Closing (the "Estimated Net Cash Asset Amount"), (b) an estimate of Transferred Company Debt as of immediately prior to Closing (the "Estimated Indebtedness Amount"), and (c) the Critical Vendor Holdback Amount, and (z) an Excel workbook containing the payment amounts and all calculations, deductions and adjustments related to the payment amounts, including the Closing Consideration, Payoff Debt, the Transferred Company Debt and the MSKK Intercompany Payable, contemplated herein and wire transfer instructions for the payments to be made at Closing pursuant to Section 4.3 (the "
Closing Estimates. Not less than three (3) Business Days prior to the Closing, the Company shall prepare and deliver to Parent a statement (the “Estimated Statement”) reflecting the Company’s good faith calculation of the Closing Consideration. In connection with determining the Closing Consideration, the Company shall estimate the Closing Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), Closing Indebtedness (the “Estimated Indebtedness”), Closing Cash (the “Estimated Cash”) and Closing Transaction Expenses (the “Estimated Transaction Expenses”). Parent shall be entitled to review, comment in and request reasonable changes to the Estimated Net Working Capital Adjustment, the Estimated Indebtedness, the Estimated Cash, and the Estimated Transaction Expenses, and the Company shall consider in good faith any written comments made by Parent with respect to the Estimated Statement prior to the Closing Date.
Closing Estimates. Not less than two (2) Business Days prior to the Closing, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) reflecting in reasonable detail the Company’s good faith calculation of the Closing Consideration, with an example of such statement attached hereto as Exhibit F. In connection with determining the Closing Consideration, the Company shall estimate in good faith (with such estimates reflected in reasonable detail on the Estimated Closing Statement) the Closing Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), Closing Indebtedness (the “Estimated Indebtedness”), Closing Cash (“Estimated Cash”), and Closing Transaction Expenses (the “Estimated Transaction Expenses”). The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including, as applicable, Exhibit B. The Company shall consider in good faith Parent’s comments to the Estimated Closing Statement and make such modifications to the Estimated Closing Statement as the Company shall determine in good faith are necessary to achieve conformity with the requirements of this Agreement, including, as applicable, Exhibit B. The Closing Consideration shall be adjusted following the Closing in the manner required by Section 4.2.
