Common use of Estimate Statement Clause in Contracts

Estimate Statement. No less than 10 Business Days prior to the Closing Date, each of Oracle and Xxxxxx will provide to each other (in each case, with a copy to Iris) a statement (each individually, an “Estimate Statement”) with such Parent’s good faith estimate of the Closing Working Capital of Oracle and Closing Working Capital of Sky, respectively (the “Estimated Oracle Closing Working Capital” and the “Estimated Sky Closing Working Capital,” respectively). Each Estimate Statement will be prepared by such Parent on an unaudited basis, and all calculations thereon will utilize the same presentation format, apply the same accounting principles, practices, methodologies and policies as are utilized in the Financial Statements of Oracle or Sky, as the case may be (the “Accounting Principles”), and will be adjusted for any mutually agreed and commercially reasonable adjustments (with the Parties agreeing to negotiate in good faith) related to material differences between the Parents’ Accounting Principles (which may include changes to Schedule 1.04.1 and Schedule 1.04.2). Following the delivery of the Estimate Statements, the Parties will work together, including making arrangements for the relevant Parent (or a Subsidiary thereof, including the applicable Shareholder) (such Person, the “Retaining Person”) to retain the benefits and burdens of ownership with respect to an identified dollar amount of receivables or payables (and this may include retaining ownership of such receivables or payables for Tax purposes or otherwise), to ensure that the working capital balances as estimated above that are to be contributed as part of the Contemplated Transactions equal relative contributions of 44% Oracle, 44% Xxxxxx, and 12% Iris. Any receivable or payable balance retained by a Retaining Person pursuant to this Section 1.04(a) shall be treated as never having been transferred to Newco (whether directly or indirectly via a Contributed Subsidiary) and, to the extent that Sky comes to hold (directly or indirectly) nominal title to any such receivable or payable, Sky shall be deemed to have acted as the agent of the Retaining Person with respect to such receivable or payable and therefore shall not report the taxable income associated with such receivable or deduct the amount of such payable but instead shall provide to the Parent information to permit the Retaining Person to report such amount on its own tax return. Any amounts received or paid by Sky with respect to such receivables or payables shall be first allocated by Sky to the retained amounts until amounts to be received have been collected and transferred to the applicable Retaining Person or all amounts required to be paid have been paid by Sky, as the case may be.

Estimate Statement. No less than 10 Business Days prior to the Closing Date, each of Oracle and Xxxxxx will provide to each other (in each case, with a copy to Iris) of a statement (each individually, an “Estimate Statement”) with such Parent’s good faith estimate of the Closing Working Capital of Oracle and Closing Working Capital of Sky, respectively (the “Estimated Oracle Closing Working Capital” and the “Estimated Sky Closing Working Capital,” respectively). Each Estimate Statement will be prepared by such Parent on an unaudited basis, and all calculations thereon will utilize the same presentation format, apply the same accounting principles, practices, methodologies and policies as are utilized in the Financial Statements of Oracle or Sky, as the case may be (the “Accounting Principles”), and will be adjusted for any mutually agreed and commercially reasonable adjustments (with the Parties agreeing to negotiate in good faith) related to material differences between the Parents’ Accounting Principles (which may include changes to Schedule 1.04.1 and Schedule 1.04.2). Following the delivery of the Estimate Statements, the Parties will work together, including making arrangements for the relevant Parent (or a Subsidiary thereof, including the applicable Shareholder) (such Person, the “Retaining Person”) to retain the benefits and burdens of ownership with respect to an identified dollar amount of receivables or payables (and this may include retaining ownership of such receivables or payables for Tax purposes or otherwise), to ensure that the working capital balances as estimated above that are to be contributed as part of the Contemplated Transactions equal relative contributions of 44% Oracle, 44% Xxxxxx, and 12% IrisSky. Any receivable or payable balance retained by a Retaining Person Parent (or a Subsidiary thereof, including the applicable Shareholder) pursuant to this Section 1.04(a) shall be treated as never having been transferred to Newco (whether directly or indirectly via a Contributed Subsidiary) and, to the extent that Sky Newco comes to hold (directly or indirectly) nominal title to any such receivable or payable, Sky Newco shall be deemed to have acted as the agent of the Retaining Person with respect to such receivable or payable and therefore shall not report the taxable income associated with such receivable or deduct the amount of such payable but instead shall provide to the Parent information to permit the Retaining Person to report such amount on its own tax return. Any amounts paid or received or paid by Sky Newco with respect to such receivables or payables shall be first allocated by Sky Newco to the retained amounts until all amounts required to be paid have been paid by Newco or amounts to be received have been collected and transferred to the applicable Retaining Person or all amounts required to be paid have been paid by Sky, as the case may bePerson.