Common use of Delivery of Estimated Closing Statement Clause in Contracts

Delivery of Estimated Closing Statement. Seller Representative shall prepare and deliver to Buyer, not more than five (5) Business Days (but at least three (3) Business Days) prior to the Closing Date, a statement, in form and substance reasonably satisfactory to Buyer (the “Estimated Closing Statement”), setting forth in reasonable detail Sellers’ (a) good faith written estimate of the Closing Working Capital (the “Estimated Working Capital”), calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Schedule 1C, (b) good faith written estimate of the Assumed Indebtedness (the “Estimated Assumed Indebtedness”), (c) good faith written estimate of the Buyer Funded Liabilities (the “Estimated Buyer Funded Liabilities”), (d) good faith written estimate of the Final Seller New Tower Expenditure (the “Estimated Seller New Tower Expenditures”) and (e) calculation of the Purchase Price payable at Closing in accordance with Section 2.5 as if such Estimated Working Capital, Estimated Assumed Indebtedness, Estimated Buyer Funded Liabilities and Estimated Seller New Tower Expenditures were the actual amount of Closing Working Capital, Assumed Indebtedness, Buyer Funded Liabilities and Final Seller New Tower Expenditures (the Purchase Price as so estimated, the “Estimated Purchase Price”). All amounts set forth in the Closing Statement shall be subject to the review, comment, and approval of Buyer, which shall not be unreasonably withheld, conditioned, or delayed. To the extent requested by Xxxxx, Seller Representative shall promptly provide Buyer with reasonable access to such information of Sellers, including the information used by Sellers in calculating such amounts, as is reasonably necessary for Buyer to review such amounts.

Delivery of Estimated Closing Statement. Seller Representative Sellers shall prepare and deliver to Buyer, not more than five seven (57) Business Days (but at least three five (35) Business Days) prior to the Closing Date, a statement, in form and substance reasonably satisfactory to Buyer (the “Estimated Closing Statement”), setting forth in reasonable detail Sellers’ (a) good faith written estimate of the Closing Working Capital (the “Estimated Working Capital”), calculated using the same accounting principles, methodologies, policies, policies and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Schedule 1C, (b) good faith written estimate of the Assumed Indebtedness Indebtedness, if any (the “Estimated Assumed Indebtedness”), (c) good faith written estimate of the Buyer Funded Liabilities (the “Estimated Buyer Funded Liabilities”), (d) good faith written estimate of the Final Seller New Tower Expenditure (the “Estimated Seller New Tower Expenditures”) and (e) calculation of the Purchase Price payable at the Closing in accordance with Section 2.5 as if such Estimated Working Capital, Capital and Estimated Assumed Indebtedness, Estimated Buyer Funded Liabilities and Estimated Seller New Tower Expenditures Indebtedness were the actual amount of the Closing Working Capital, Capital and Assumed Indebtedness, Buyer Funded Liabilities and Final Seller New Tower Expenditures Indebtedness (the Purchase Price as so estimated, the “Estimated Purchase Price”), and (d) good faith written estimate of the Closing Net Worth of Foundation as of immediately following the Closing (the “Estimated Closing Net Worth”) as if such Estimated Closing Net Worth were the actual Closing Net Worth. All amounts set forth in the Estimated Closing Statement shall be subject to the review, comment, comment and approval of Buyer, which shall not be unreasonably withheld, conditioned, conditioned or delayed. To the extent requested by Xxxxx, Seller Representative Sellers shall promptly provide Buyer with reasonable access to such information of Sellers, including the information used by Sellers in calculating such amounts, as is reasonably necessary for Buyer to review such amounts.

Delivery of Estimated Closing Statement. Seller Representative shall prepare and deliver Within ten (10) Business Days prior to Buyerthe Closing Date, not more but in no event less than five (5) Business Days (but at least three (3) Business Days) prior to the Closing Date, Sellers shall deliver to Purchaser a statement, in form and substance reasonably satisfactory to Buyer statement (the “Estimated Closing Statement”)) that sets forth a reasonable, setting forth in reasonable detail Sellers’ (a) good faith written calculation of an estimate of the Closing Working Capital (the “Estimated Working Capital”), calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Schedule 1C, (b) good faith written estimate of the Assumed Indebtedness Effective Time (the “Estimated Assumed Indebtedness”), (c) good faith written estimate of the Buyer Funded Liabilities (the “Estimated Buyer Funded Liabilities”), (d) good faith written estimate of the Final Seller New Tower Expenditure (the “Estimated Seller New Tower ExpendituresNet Working Capital”) and shall include appropriate backup materials supporting such calculation (e) calculation including, for example, detailed listings of the Purchase Price accounts payable at Closing in accordance with Section 2.5 as if such Estimated Working Capital, Estimated Assumed Indebtedness, Estimated Buyer Funded Liabilities and Estimated Seller New Tower Expenditures were the actual amount of Closing Working Capital, Assumed Indebtedness, Buyer Funded Liabilities and Final Seller New Tower Expenditures (the Purchase Price as so estimated, the “Estimated Purchase Price”accrued expenses). All amounts set forth in the The Estimated Closing Statement shall be subject to based on the reviewbooks and records of Sellers and prepared in accordance with GAAP applied in a manner consistent with the accounting principles applied in the preparation of the Balance Sheet and, commentwhere applicable, and approval of Buyer, which shall not be unreasonably withheld, conditioned, or delayedusing the methodology described on Exhibit A hereto. To the extent requested there is any inconsistency between the methodology of GAAP applied in a manner consistent with the accounting principles applied in the preparation of the Balance Sheet and the methodology described on Exhibit A, the methodology described on Exhibit A shall supersede and be the basis on which the Estimated Closing Statement is prepared and the Net Working Capital determined. Purchaser and its representatives shall be entitled to observe all physical inventories that are conducted in connection with, and to inspect all work papers, schedules and other supporting materials relating to, the preparation of the Estimated Closing Statement. Purchaser shall have an opportunity to review with representatives of Sellers and dispute all or any part of the Estimated Closing Statement, such review to be reasonably prompt and any dispute to be reasonable and in good faith. If the value of the Estimated Net Working Capital exceeds the Base Net Working Capital Amount, then the Closing Payment payable to the Sellers at the Closing shall be increased dollar for dollar by Xxxxxan amount equal to the amount by which the Estimated Net Working Capital exceeds the Base Net Working Capital Amount. If the Estimated Net Working Capital is less than the Base Net Working Capital Amount, Seller Representative then the Closing Payment payable to the Sellers at the Closing shall promptly provide Buyer be reduced dollar for dollar by an amount equal to the amount by which the Base Net Working Capital Amount exceeds the Estimated Net Working Capital. The resulting calculation of the difference between Estimated Net Working Capital and the Base Net Working Capital Amount shall be the “Net Working Capital Estimated Adjustment”. For the avoidance of doubt, the calculation of Estimated Net Working Capital and Closing Net Working Capital shall include the Assumed Cure Amounts as current liabilities in the calculation thereof; provided, however, that to the extent Sellers are required to prepay any amounts with reasonable access respect to any Assigned Contract that is a grower or finisher Contract in accordance with the terms of such information of Contract for any period that includes periods before the Closing Date and after the Closing and such amount is not paid in advance by Sellers, including only the information used by Sellers portion of the Assumed Cure Amounts for such Contract allocable to periods prior to Closing shall be included as current liabilities in calculating such amounts, as is reasonably necessary for Buyer to review such amountsthe calculation of Estimated Net Working Capital and Closing Net Working Capital.

Delivery of Estimated Closing Statement. Seller Representative shall prepare and deliver to Buyer, not more than five (5) Business Days (but at least three (3) Business Days) prior to the Closing Date, a statement, in form and substance reasonably satisfactory to Buyer (the “Estimated Closing Statement”), setting forth in reasonable detail Sellers’ Seller’s (a) good faith written estimate of the Closing Working Capital Indebtedness (the “Estimated Working CapitalIndebtedness”), calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Schedule 1C, (b) good faith written estimate of the Assumed Indebtedness Closing Seller Transaction Expenses (the “Estimated Assumed IndebtednessSeller Transaction Expenses”), (c) good faith written estimate of the Buyer Funded Liabilities (the “Estimated Buyer Funded Liabilities”), (d) good faith written estimate of the Final Seller New Tower Expenditure (the “Estimated Seller New Tower Expenditures”) and (e) calculation of the Purchase Price Cash Proceeds payable at Closing in accordance with Section 2.5 2.7 as if such the Estimated Working Capital, Estimated Assumed Indebtedness, Estimated Buyer Funded Liabilities Indebtedness and the Estimated Seller New Tower Expenditures Transaction Expenses were the actual amount of the Closing Working CapitalIndebtedness and the Closing Seller Transaction Expenses, Assumed Indebtedness, Buyer Funded Liabilities and Final Seller New Tower Expenditures respectively (the Purchase Price Cash Proceeds as so estimated, the “Estimated Purchase PriceClosing Payment”)) (d) the calculation of the Equity Consideration Securities and (e) the amounts payable pursuant to the Asset Transfer Agreements to respective parties thereto. The Closing Payment shall be subject to adjustment after the Closing pursuant to Section 2.8 and the other provisions of this Agreement. All amounts set forth in the Closing Statement shall be subject to the review, comment, comment and approval of Buyer, which shall not be unreasonably withheld, conditioned, or delayed. To the extent requested by XxxxxBuyer, Seller Representative shall promptly provide Buyer with reasonable access to such information of SellersSeller, including the information used by Sellers Seller in calculating such amounts, as is reasonably necessary for Buyer to review such amounts. DR shall have the right to review the Estimated Closing Statement for the purpose of confirming that each of the assignors under the Asset Transfer Agreements will receive, at Closing, the amount set forth in each of the Asset Transfer Agreements.

Delivery of Estimated Closing Statement. Seller Representative shall prepare and deliver to Buyer, not more than five (5) Business Days (but at least three (3) Business Days) prior to the Closing Date, a statement, in form and substance reasonably satisfactory to Buyer (the “Estimated Closing Statement”), setting forth in reasonable detail Sellers’ (a) good faith written estimate of the Closing Working Capital (the “Estimated Working Capital”), calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Schedule 1C, (b) good faith written estimate of the Assumed Indebtedness (the “Estimated Assumed Indebtedness”), (c) good faith written estimate of the Buyer Funded Liabilities (the “Estimated Buyer Funded Liabilities”), (d) good faith written estimate of the Final Seller New Tower Expenditure (the “Estimated Seller New Tower Expenditures”) and (e) calculation of the Purchase Price payable at Closing in accordance with Section 2.5 as if such Estimated Working Capital, Estimated Assumed Indebtedness, Estimated Buyer Funded Liabilities and Estimated Seller New Tower Expenditures were the actual amount of Closing Working Capital, Assumed Indebtedness, Buyer Funded Liabilities and Final Seller New Tower Expenditures (the Purchase Price as so estimated, the “Estimated Purchase Price”). All amounts set forth in the Closing Statement shall be subject to the review, comment, and approval of Buyer, which shall not be unreasonably withheld, conditioned, or delayed. To the extent requested by XxxxxBuyer, Seller Representative shall promptly provide Buyer with reasonable access to such information of Sellers, including the information used by Sellers in calculating such amounts, as is reasonably necessary for Buyer to review such amounts.