Common use of Company Closing Statement Clause in Contracts

Company Closing Statement. (a) No more than ten (10), nor less than five (5), Business Days prior to the Closing, the Company shall deliver to Acquiror (i) a certificate (the “Closing Date Company Certificate”), duly executed and certified by an executive officer of the Company, which sets forth the Company’s good faith calculations (including supporting detail thereof) of (A) the Indebtedness of the Company as of 11:59 pm Pacific Time on the day immediately prior to the Closing Date (the “Closing Date Indebtedness”), (B) the Company Cash as of 11:59 pm Pacific Time on the day immediately prior to the Closing Date (the “Closing Date Cash”) and (C) the resulting calculation of the Merger Consideration, each as determined in accordance with the definitions set forth in this Agreement, and (ii) an updated Allocation Schedule reflecting the portion of such Merger Consideration allocable to each Person listed thereon. The Closing Date Company Certificate shall be prepared in accordance with GAAP and using the accounting methods, practices and procedures used to prepare the Financial Statements. (b) Acquiror and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives the Closing Date Company Certificate, and the Company and its Representatives shall reasonably assist Acquiror and its Representatives in their review of the Closing Date Company Certificate. The Company shall consider in good faith any comments or objections to any amounts set forth on the Closing Date Company Certificate notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Closing Date Company Certificate, then the Closing Date Company Certificate as so modified shall be deemed to be the Closing Date Company Certificate for purposes of calculating the Merger Consideration.

Company Closing Statement. At least three (a3) No more than ten (10), nor less than five (5), Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a statement (the “Company Closing Statement”) setting forth (and including reasonable supporting detail for) the Company’s good faith estimates as of the Closing Date of the amount of the Company Transaction Expenses (including copies of invoices for third-party Company Transaction Expenses (whether paid or unpaid prior to the Closing), together with applicable Tax forms for any unpaid Company Transaction Expenses). The Company Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Company Closing Statement until the Closing, the Company shall deliver to Acquiror (i) a certificate (the “Closing Date Company Certificate”), duly executed cooperate with and certified provide Buyer and its Representatives all information reasonably requested by an executive officer Buyer or any of the Company, which sets forth its Representatives and within the Company’s good faith calculations (including supporting detail thereof) of (A) the Indebtedness or its Representatives’ possession or control in connection with Buyer’s review of the Company as of 11:59 pm Pacific Time on the day immediately prior to the Closing Date (the “Closing Date Indebtedness”), (B) the Company Cash as of 11:59 pm Pacific Time on the day immediately prior to the Closing Date (the “Closing Date Cash”) and (C) the resulting calculation of the Merger Consideration, each as determined in accordance with the definitions set forth in this Agreement, Statement and (ii) an updated Allocation Schedule reflecting the portion of such Merger Consideration allocable to each Person listed thereon. The Closing Date Company Certificate shall be prepared in accordance with GAAP and using the accounting methods, practices and procedures used to prepare the Financial Statements. (b) Acquiror and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives the Closing Date Company Certificate, and the Company and its Representatives shall reasonably assist Acquiror and its Representatives in their review of the Closing Date Company Certificate. The Company shall consider in good faith any comments or objections to any amounts set forth on the Company Closing Date Statement provided by Buyer, which comments Buyer shall deliver to the Company Certificate notified to it by Acquiror no less than two (2) Business Days prior to the Closing Date, and if, prior the Company shall revise such Company Closing Statement to incorporate any changes the Company determines are necessary or appropriate given such comments. The Buyer Parties shall be entitled to rely (without any duty of inquiry) upon the Company Closing Statement. The Company hereby waives any and all claims (A) that the calculation of the Closing Merger Consideration payable to the Closing, Holders pursuant to this Agreement did not or does not accurately reflect the terms of the Company Organizational Documents, and Acquiror agree (B) in connection with the issuance of any securities of the Company (including in respect of any rights to make indemnities from the Company or any modification of its Affiliates pursuant to the Closing Date Company Certificate, then the Closing Date Company Certificate as so modified shall be deemed to be the Closing Date Company Certificate for purposes of calculating the Merger Considerationany Contract entered into in connection with such issuance).

Company Closing Statement. (a) No more than ten (10), nor less than five (5), Business Days prior to the Closing, the Company shall deliver to Acquiror (i) a certificate (the “Closing Date Company Certificate”), duly executed and certified by an executive officer of the Company, which sets forth the Company’s good faith calculations of its estimates of (including supporting detail thereof) of (A) the Indebtedness of the Company as of 11:59 pm Pacific Time on the day immediately prior to the Closing Date Date, excluding any Pre-A Convertible Debt that has converted into Company Shares or, immediately prior to the Effective Time, will convert into Company Shares, and including any Excess Bridge Loan Amount used to pay down Indebtedness (the “Closing Date Indebtedness”), (B) the Company Cash as of 11:59 pm Pacific Time on the day immediately prior to the Closing Date Date, excluding cash proceeds from the Additional Bridge Loan (the “Closing Date Cash”) and (C) the resulting calculation of the Merger Closing Consideration, each as determined in accordance with the definitions set forth in this Agreement, and (ii) an updated Allocation Schedule containing an updated list of the Persons, amounts and figures described in Section 4.06(f) and reflecting the portion of such Merger Closing Consideration allocable to each Person listed thereon. The Closing Date Company Certificate shall be prepared in accordance with GAAP and using the accounting methods, practices and procedures used to prepare the Financial Statements. (b) Acquiror and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives the Closing Date Company Certificate, and the Company and its Representatives shall reasonably assist Acquiror and its Representatives in their review of the Closing Date Company Certificate. The Company shall consider in good faith any comments or objections to any amounts set forth on the Closing Date Company Certificate notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Closing Date Company Certificate, then the Closing Date Company Certificate as so modified shall be deemed to be the Closing Date Company Certificate for purposes of calculating the Merger Closing Consideration.

Company Closing Statement. At least four (a4) No more than ten (10), nor less than five (5), Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a statement (the “Company Closing Statement”) setting forth its good faith estimate as of the Closing Date of: (a) the Company’s calculation of Closing Cash and Cash Equivalents; (b) the amount of the Company Transaction Expenses (including copies of invoices for third party Company Transaction Expenses (whether paid or unpaid prior to Closing), together with applicable Tax forms for any unpaid Company Transaction Expenses); and (c) the Company’s calculation of the Closing Net Indebtedness, in each case, including reasonable supporting detail therefor. The Company Closing Statement and each component thereof shall be prepared and calculated in accordance with the definitions contained in this Agreement. From and after delivery of the Company Closing Statement until the Closing, the Company shall deliver to Acquiror (ix) a certificate (the “Closing Date Company Certificate”), duly executed reasonably cooperate with and certified provide Buyer and its Representatives information reasonably requested by an executive officer Buyer or any of the Company, which sets forth its Representatives and within the Company’s good faith calculations (including supporting detail thereof) of (A) the Indebtedness or its Representatives’ possession or control in connection with Buyer’s review of the Company as of 11:59 pm Pacific Time on the day immediately prior to the Closing Date (the “Closing Date Indebtedness”), (B) the Company Cash as of 11:59 pm Pacific Time on the day immediately prior to the Closing Date (the “Closing Date Cash”) Statement and (Cy) the resulting calculation of the Merger Consideration, each as determined in accordance with the definitions set forth in this Agreement, and (ii) an updated Allocation Schedule reflecting the portion of such Merger Consideration allocable to each Person listed thereon. The Closing Date Company Certificate shall be prepared in accordance with GAAP and using the accounting methods, practices and procedures used to prepare the Financial Statements. (b) Acquiror and its Representatives shall have a reasonable opportunity to review and to discuss with the Company and its Representatives the Closing Date Company Certificate, and the Company and its Representatives shall reasonably assist Acquiror and its Representatives in their review of the Closing Date Company Certificate. The Company shall consider in good faith any comments or objections to any amounts set forth on the Company Closing Date Statement provided by Buyer, which comments Buyer shall deliver to the Company Certificate notified to it by Acquiror no less than two (2) Business Days prior to the Closing Date, and if, prior to the Closing, the Company shall revise such Company Closing Statement to incorporate any changes the Company determines are necessary or appropriate given such comments or relating to updated information after initial delivery thereof (and Acquiror agree to make any modification to the Closing Date Company Certificate, then the Closing Date Company Certificate as so modified revised or updated shall thereafter be deemed the Company Closing Statement). The Buyer Parties shall be deemed entitled to rely (without any duty of inquiry) upon the Company Closing Statement and the Allocation Schedule. The Company and Holdings hereby waive, and the Letter of Transmittal that shall be required to be delivered by the Closing Date Holders as a condition to receipt of any consideration hereunder shall include a waiver of, any and all claims (x) that the Allocation Schedule did not accurately reflect the terms of the Company Certificate for purposes Organizational Documents, and (y) in connection with the issuance of calculating any securities of the Merger ConsiderationCompany (including any rights to indemnities from the Company or any of its Affiliates pursuant to any Contract entered into by such holder in connection with such issuance).