Estimated Closing Balance Sheet and Estimated Closing Statement. No later than three (3) Business Days prior to the Closing Date, the Company shall cause to be prepared and shall provide to Parent an estimated balance sheet of the Company and its Subsidiaries as of the close of business on the day immediately preceding the Closing Date (the “Estimated Closing Balance Sheet”), together with a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Company’s estimates of the Purchase Price, the Closing Cash Amount, the Closing Debt Amount, the amount of any Company Transaction Expenses that remain unpaid as of immediately prior to the Closing and the Net Working Capital Adjustment Amount. The Company shall not take any action outside of the ordinary course of business for the purpose of varying the amount of cash and cash equivalents, Indebtedness for Borrowed Money, or the components of Net Working Capital between the close of business on the date immediately preceding the Closing Date and the time of Closing. Prior to Closing, Parent and its representatives shall have the right to review and comment upon each such estimate. In connection therewith, the Company shall make its representatives reasonably available to Parent and its representatives during the three (3) Business Days referenced in the first sentence of this Section 2.13 to respond to any questions or reasonable requests that Parent may have with respect to the Estimated Closing Balance Sheet or the Estimated Closing Statement (including by making available to Parent and its representatives, during normal business hours, those members of senior management of the Company and its Subsidiaries who are familiar with the accounting and financial books and records of the Company and its Subsidiaries). The Estimated Closing Balance Sheet will be prepared on a basis consistent with the Applicable Accounting Principles, and the estimated Net Working Capital Adjustment Amount calculation reflected in the Estimated Closing Statement will be prepared on a basis consistent with the Working Capital Calculation Schedule and the definitions of Net Working Capital and Net Working Capital Adjustment Amount, in each case, as set forth herein.
Estimated Closing Balance Sheet and Estimated Closing Statement. Seller shall prepare and provide to Buyer no later than two (2) Business Days prior to the Closing Date an estimated consolidated balance sheet of the Company and its Subsidiaries as of the Reference Time (the “Estimated Closing Balance Sheet”), together with a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail its good faith estimated calculations of the Closing Cash Amount, Closing Debt Amount, the Company Transaction Expenses, the Net Working Capital and the Purchase Price calculated based on such estimates. The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared in accordance with the Accounting Principles and the definitions of Closing Cash Amount, Closing Debt Amount, Company Transaction Expenses, Net Working Capital and Purchase Price herein. The Purchase Price payable at the Closing pursuant to Section 2.2(b)(i) (the “Estimated Purchase Price”) shall be calculated using the Estimated Closing Statement and the amounts reflected thereon. Following the delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, Seller shall provide Buyer and its representatives reasonable access to the work papers and other books and records of the Company and its Subsidiaries for purposes of assisting Buyer and its representatives in their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement.
Estimated Closing Balance Sheet and Estimated Closing Statement. Not less than three (3) Business Days before the Closing Date, the Company shall prepare and deliver to Buyer an estimated balance sheet of the Company as of the close of business on the date immediately preceding the Closing Date, prepared in accordance with GAAP, in a manner consistent with the draft balance sheet included on Annex II (the “Estimated Closing Balance Sheet”), together with a statement setting forth the detailed calculation of the estimated Company Indebtedness, the estimated Cash Amount and the estimated Transaction Expenses (collectively, the “Estimated Closing Statement”). The Purchase Price payable at Closing shall be calculated using the estimated Company Indebtedness, the estimated Transaction Expenses, and the estimated Cash Amount.
Estimated Closing Balance Sheet and Estimated Closing Statement. The Company shall prepare in good faith and shall provide to the Buyer Parties no later than two Business Days prior to the Closing Date a projected consolidated balance sheet of the Company as of the Effective Time (the “Estimated Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its good faith estimates of the Closing Debt Amount, the Closing Cash Amount, the projected Closing Date Cash Distribution Amount, the Adjusted Closing Cash Amount and Adjusted Working Capital, each as derived from the Estimated Closing Balance Sheet (the “Estimated Closing Statement”). The Estimated Closing Balance Sheet and the Company’s good faith estimate of Adjusted Working Capital contained in the Estimated Closing Statement will be prepared and determined in accordance with GAAP, applied in a manner consistent with the preparation of the Interim Financials subject to the principles, methods and procedures described on Exhibit B.
Estimated Closing Balance Sheet and Estimated Closing Statement. Prior to the date hereof, the Company prepared in good faith and provided to Buyer an estimated balance sheet of the Company as of the Closing Date (the “Estimated Closing Balance Sheet”), together with a statement setting forth in reasonable detail its good faith estimate of the estimated Closing Indebtedness Amount, the estimated Closing Cash Amount, and the estimated Seller Transaction Expenses (the “Estimated Closing Statement”). The Estimated Closing Balance Sheet and the Estimated Closing Statement were prepared in accordance with the Accounting Principles.
Estimated Closing Balance Sheet and Estimated Closing Statement. The Company shall prepare in good faith and shall provide to Parent prior to the Closing Date an estimated consolidated balance sheet of the Acquired Companies as of the close of business on the day immediately preceding the Closing Date, together with a written statement setting forth in reasonable detail its good faith estimate of the Net Working Capital (as the same may be adjusted in response to any comments of Parent and its representatives provided prior to the Closing, the “Estimated Closing Statement”). The Estimated Closing Statement will be prepared in accordance with GAAP. Following the delivery of the Closing Statement, the Company shall provide Parent and its representatives reasonable access to the work papers and other books and records of the Acquired Companies for purposes of assisting Parent and its representatives in their review of the Estimated Closing Statement. Prior to Closing, the parties shall cooperate in good faith to answer any questions and resolve any issues raised by Parent and its representatives in connection with their review of the Estimated Closing Statement.
Estimated Closing Balance Sheet and Estimated Closing Statement. A written statement setting forth the estimates of the Closing Debt Amount (“Estimated Closing Debt Amount”), Closing Cash Amount (“Estimated Closing Cash Amount”) and Net Asset Value (“Estimated Net Asset Value”), and the estimate of the Seller Transaction Expenses (“Estimated Seller Transaction Expenses”), are set forth on Schedule 2.05(a) (the “Estimated Closing Statement”).
Estimated Closing Balance Sheet and Estimated Closing Statement. Prior to the date hereof, the Company prepared in good faith and provided to Buyer an estimated balance sheet of the Company as of the Closing Date (the “Estimated Closing Balance Sheet”), together with a statement setting forth in reasonable detail its good faith estimate of the estimated Closing Liability Amount (the “Estimated Closing Liability Amount”), the estimated Closing Cash Amount (the “Estimated Closing Cash Amount”), and the estimated Seller Transaction Expenses (the “Estimated Seller Transactions Expenses”, and such statement, the “Estimated Closing Statement”). The Estimated Closing Balance Sheet and the Estimated Closing Statement were prepared in accordance with the Accounting Principles.
Estimated Closing Balance Sheet and Estimated Closing Statement. The Company has prepared in good faith an estimated consolidated balance sheet of the Company as of the close of business on the Closing Date (the “Estimated Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its good faith estimates of the Net Working Capital (including the Seller Transaction Expenses), as derived from the Estimated Closing Balance Sheet, and the Closing Debt Amount, as derived from the Estimated Closing Balance Sheet (the “Estimated Closing Statement”). The Estimated Closing Balance Sheet and the Company’s good faith estimate of Net Working Capital (including the Seller Transaction Expenses) and the Closing Debt Amount contained in the Estimated Closing Statement shall be prepared in accordance with the Accounting Principles. The Estimated Closing Balance Sheet and Estimated Closing Statement are attached hereto as Schedule B.
Estimated Closing Balance Sheet and Estimated Closing Statement. The Company has prepared in good faith and provided to Buyer no later than five (5) Business Days prior to the Closing Date a written certificate signed by the Chief Financial Officer of the Company setting forth the estimated balance sheet of the Company as of the close of business on the Closing Date (the “Estimated Closing Balance Sheet”), which Estimated Closing Balance Sheet shall identify the amounts of restricted cash appearing as customer deposits on the Estimated Closing Balance Sheet (the “Restricted Cash Customer Deposits”), together with a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail its good faith estimates of the Company’s Net Working Capital, Closing Net Debt Amount, Closing Company Cash and any Transaction Expenses not satisfied prior to the Closing (the “Adjustable Financial Amounts”), each as derived from the Estimated Closing Balance Sheet. The Estimated Closing Balance Sheet and such good faith estimate of each Adjustable Financial Amount contained in the Estimated Closing Statement shall be prepared in accordance with GAAP. The Estimated Closing Statement, which shall be in substantially the form of Schedule I attached hereto, shall also include the identity of each Person that is to be paid any Transaction Expenses; the amount owed or to be owed to each such Person; and the bank account and wire transfer information for each such Person.
