Estimated Closing Balance Sheet and Estimated Closing Statement. The Seller shall cause the Company to prepare in good faith and shall provide to Purchaser no later than five (5) Business Days prior to the Closing Date an estimated consolidated balance sheet of the Company as of 11:59 p.m. (Brussels time) on the day immediately preceding the Closing Date (the “Estimated Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its good faith estimates of the Closing Cash Amount, the Closing Debt Amount and Trade Working Capital and Seller Transaction Expenses (as the same may be adjusted in response to any good faith objections of Purchaser and its Representatives provided prior to the Closing, the “Estimated Closing Statement”). The Estimated Closing Balance Sheet, the Estimated Closing Statement and the Company’s good faith estimate of Trade Working Capital contained in the Estimated Closing Statement will be prepared in accordance with GAAP as in effect on the date of the Most Recent Balance Sheet and using the same accounting methods, principles, practices, procedures and calculation methodologies as those utilized in the Closing Cash Amount, Closing Debt Amount, and Trade Working Capital calculation attached as Exhibit 1.06(a) (the “Purchase Price Calculation Principles”). Following the delivery of the Estimated Closing Balance Sheet and Estimated Closing Statement, the Purchase shall cause the Company to provide the Purchaser and its Representatives reasonable access to the work papers and other books and records and Representatives of the Acquired Companies for purposes of assisting Purchaser and its Representatives in their review of the Estimated Closing Balance Sheet and Estimated Closing Statement. Prior to Closing, the parties shall cooperate in good faith to answer any questions and resolve any issues raised by Purchaser and its Representatives in connection with their review of the Estimated Closing Balance Sheet and Estimated Closing Statement.
Estimated Closing Balance Sheet and Estimated Closing Statement. The Company has prepared in good faith and provided to the Buyer at least three Business Days prior to the Closing Date an estimated pro forma consolidated balance sheet of the Company (giving effect to the Services Business Transfer) as of the close of business on the day immediately preceding the Closing Date (as the same may be adjusted in response to any comments of the Buyer and its Representatives provided prior to the Closing, the “Estimated Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its good faith estimates of the Closing Debt Amount and Net Working Capital, each as derived from the Estimated Closing Balance Sheet, and the Seller Transaction Expenses (as the same may be adjusted in response to any comments of the Buyer and its Representatives provided prior to the Closing, the “Estimated Closing Statement”). The Estimated Closing Balance Sheet and the Company’s good faith estimate of Net Working Capital contained in the Estimated Closing Statement are required to be prepared in accordance with the Accounting Principles and the definition of Net Working Capital. Following the delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, the Company shall provide the Buyer and its Representatives reasonable access to the work papers and other books and records of the Company for purposes of assisting the Buyer and its Representatives in their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement. Prior to Closing, the parties shall cooperate in good faith to answer any questions and resolve any issues raised by the Buyer and its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement.
Estimated Closing Balance Sheet and Estimated Closing Statement. The Company shall have delivered the Estimated Closing Balance Sheet and the Estimated Closing Statement to Parent in accordance with the provisions of Section 1.6(h)(i), and Parent shall have reviewed and approved the Estimated Closing Balance Sheet and the Estimated Closing Statement, which approval shall not be unreasonably withheld, conditioned, or delayed.
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 will prepare in good faith and provide to Buyer no later than three (3) Business Days prior to the Closing Date: (i) an estimated consolidated balance sheet of the Company as of the Reference Time (the “Estimated Closing Balance Sheet”), together with a written statement setting forth the D&O Tail Premium and its good faith estimates of the Closing Working Capital, the Closing Cash Balance, the Closing Transaction Expenses Amount and the Closing Debt Amount and its calculation of the Aggregate Closing Merger Consideration (the “Estimated Closing Statement”), in each case, based on the books and records of the Acquired Companies and prepared in accordance with the Accounting Policies and this Agreement (including the relevant definitions as provided herein). The Estimated Closing Statement shall also include the following schedules:
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.
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. The Company has delivered to Buyer, no later than three (3) Business Days prior to the Closing Date, an estimated balance sheet of the Company as of 11:59 p.m. on the day immediately preceding the Closing Date (as the same may have been adjusted in response to any reasonable comments of Buyer and its Representatives provided prior to the Closing, the “Estimated Closing Balance Sheet”), together with a written statement setting forth in reasonable detail its good faith estimates of the Phantom Share Amount, Closing Debt Amount, the Net Working Capital as derived from the Estimated Closing Balance Sheet, and the Company Expenses, and the Company Cash, each calculated in accordance with the Accounting Principles (the “Estimated Closing Statement”).
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. 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.
