Common use of Estimated Closing Balance Sheet and Estimated Closing Statement Clause in Contracts

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 Seller shall cause the Company to prepare in good faith and shall provide to Purchaser no No later than five three (53) Business Days prior to the Closing Date Date, the Company shall cause to be prepared and shall provide to Parent an estimated consolidated balance sheet of the Company and its Subsidiaries as of 11:59 p.m. (Brussels time) 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 its good faith the Company’s estimates of the Purchase Price, the Closing Cash Amount, the Closing Debt Amount and Trade Working Capital and Seller Amount, the amount of any Company Transaction Expenses (that remain unpaid as the same may be adjusted in response to any good faith objections of Purchaser and its Representatives provided 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 Statement”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 SheetSheet will be prepared on a basis consistent with the Applicable Accounting Principles, the Estimated Closing Statement and the Company’s good faith estimate of Trade estimated Net Working Capital contained Adjustment Amount calculation reflected in the Estimated Closing Statement will be prepared in accordance on a basis consistent with GAAP as in effect on the date Working Capital Calculation Schedule and the definitions of the Most Recent Balance Sheet Net Working Capital and using the same accounting methods, principles, practices, procedures and calculation methodologies as those utilized in the Closing Cash Net Working Capital Adjustment Amount, Closing Debt Amountin each case, 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 Statementset forth herein.

Estimated Closing Balance Sheet and Estimated Closing Statement. The Seller Company shall cause the Company to prepare in good faith and shall provide to Purchaser Parent no later than five (5) Business Days prior to the Closing Date an estimated consolidated balance sheet of the Company and its Subsidiaries as of 11:59 p.m. (Brussels time) the close of business on the day immediately preceding the Closing Date (as the same may be adjusted in response to any comments of Parent 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 Cash Debt Amount, the Closing Debt Locked Box Amount and Trade Net Working Capital 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 good faith objections comments of Purchaser Parent and its Representatives provided prior to the Closing, the “Estimated Closing Statement”). The estimates of the Closing Debt Amount and Seller Transaction Expenses shall be consistent with and supported by customary payoff letters and written invoices delivered to Parent by the Company. The Estimated Closing Balance Sheet, the Estimated Closing Statement Sheet and the Company’s good faith estimate of Trade Net Working Capital contained in the Estimated Closing Statement will be prepared in accordance with GAAP as in the Accounting Principles and without giving effect on to any changes resulting from the date consummation 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”)Contemplated Transactions. Following the delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, the Purchase Company shall cause the Company to provide the Purchaser Parent and its Representatives reasonable access to the work papers and other books and records and Representatives of the Acquired Companies Company and its Subsidiaries for purposes of assisting Purchaser Parent 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 Purchaser Parent 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 Seller shall cause the Company to will prepare in good faith and shall provide to Purchaser Buyer no later than five (5) four Business Days prior to the anticipated Closing Date Date: (i) the calculation of the Transaction Tax Benefits; and (ii) an estimated consolidated balance sheet of the Company as of 11:59 p.m. (Brussels time) the close of business on the day Business 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 in reasonable detail of the Closing Working Capital, the Closing Cash Balance, the Closing Transaction Expenses Amount, the Transaction Tax Benefits and 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”), in each case in accordance with the Accounting Policies (to the extent applicable by the terms of the Accounting Policies or the definitions set forth herein). The Estimated Closing Balance SheetCompany shall also deliver, together with the Estimated Closing Statement and the Company’s good faith estimate Estimated Closing Balance Sheet, a certificate signed by an appropriate representative of Trade Working Capital contained in the Company setting forth the Full Dilution Number (the “Full Dilution Number Certificate”). During the period after the provision of the Estimated Closing Balance Sheet, Estimated Closing Statement and Full Dilution Number Certificate, and prior to the Closing Date, the Company shall consult with Buyer and use its commercially reasonable efforts to provide such information as Buyer may reasonably request with respect to the calculation of the amounts on the Estimated Closing Statement will be prepared and the Full Dilution Number Certificate. The Company shall in accordance with GAAP as in effect on good faith consider any comments of Buyer to the date of the Most Recent Balance Sheet Estimated Closing Statement 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 will re-issue the Estimated Closing Statement, the Purchase shall cause the Company to provide the Purchaser Statement 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 with any such revisions that Company has determined in good faith are appropriate after such consideration. The fact that a revision was made or not made pursuant to answer any questions and resolve any issues raised by Purchaser and its Representatives in connection with their review the foregoing shall not limit the right of the Estimated parties to readdress any such item in the Proposed Final Closing Balance Sheet and Estimated Closing StatementStatement in accordance with the other provisions of this Section 2.12.

Estimated Closing Balance Sheet and Estimated Closing Statement. The Seller Company shall cause the Company to prepare in good faith and shall provide to Purchaser Parent 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) the close of business on the day immediately preceding the Closing Date (as the same may be adjusted in response to any comments of Parent 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 Cash Amount(“Estimated Closing Cash”), the Closing Debt Amount Indebtedness (“Estimated Closing Indebtedness”), Company Transaction Expenses (“Estimated Company Transaction Expenses”) and Trade Closing Net Working Capital and Seller Transaction Expenses (“Estimated Closing Net Working Capital”), including its good faith estimates of any Net Working Capital Excess (“Estimated Net Working Capital Excess”) or Net Working Capital Shortfall (“Estimated Net Working Capital Shortfall”), each as derived from the Estimated Closing Balance Sheet (as the same may be adjusted in response to any good faith objections comments of Purchaser Parent and its Representatives provided prior to the Closing, the “Estimated Closing Statement”). The Estimated Closing Balance Sheet, Sheet and the Estimated Closing Statement and the Company’s good faith estimate of Trade Net Working Capital contained in the Estimated Closing Statement will be prepared in accordance with GAAP the Accounting Principles and without giving effect to any changes Certain confidential information contained in this document, marked by [***], has been omitted because American Well Corporation has determined that the information (i) is not material and (ii) is the type that American Well Corporation customarily and actually treats as in effect private or confidential. resulting from the consummation of the Contemplated Transactions 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”)Date. Following the delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, the Purchase Company shall cause the Company to provide the Purchaser Parent and its Representatives reasonable access to the work papers and other books and records and Representatives of the Acquired Companies Company for purposes of assisting Purchaser Parent 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 Purchaser Parent 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 Seller Company shall cause the Company to prepare in good faith and shall provide to Purchaser Parent 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) the close of business on the day immediately preceding the Closing Date (as the same may be adjusted in response to any comments of Parent 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 Cash Amount(“Estimated Closing Cash”), Closing Indebtedness (“Estimated Closing Indebtedness”), the Company Transaction Expenses (“Estimated Company Transaction Expenses”) and Closing Debt Amount and Trade Net Working Capital and Seller Transaction Expenses (“Estimated Closing Net Working Capital”), including its good faith estimates of any Net Working Capital Excess (“Estimated Net Working Capital Excess”) or Net Working Capital Shortfall (“Estimated Net Working Capital Shortfall”), each as derived from the Estimated Closing Balance Sheet (as the same may be adjusted in response to any good faith objections comments of Purchaser Parent and its Representatives provided prior to the Closing, the “Estimated Closing Statement”). The Estimated Closing Balance Sheet, Sheet and the Estimated Closing Statement and the Company’s good faith estimate of Trade Net Working Capital contained in the Estimated Closing Statement will be prepared in accordance with GAAP as in the Accounting Principles and without giving effect to any changes resulting from the consummation of the Contemplated Transactions 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”)Date. Following the delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, the Purchase Company shall cause the Company to provide the Purchaser Parent and its Representatives reasonable access to the work papers and other books and records and Representatives of the Acquired Companies Company for purposes of assisting Purchaser Parent 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 Purchaser Parent 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 Seller Sellers shall cause the Company Acquired Companies to prepare in good faith and shall provide to Purchaser Buyer no later than five (5) three Business Days prior to the Closing Date an estimated consolidated balance sheet of the Company Acquired Companies as of 11:59 p.m. (Brussels time) the close of business on the day immediately preceding the Closing Date and without giving effect to the Contemplated Transactions (as the same may be adjusted in response to any 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 their good faith estimates of the Closing Cash Debt Amount, Net Working Capital, and the Cash Adjustment Amount, each as derived from the Estimated Closing Debt Amount Balance Sheet, and Trade Working Capital and the Seller Transaction Expenses (as the same may be adjusted in response to any good faith objections comments of Purchaser Buyer and its Representatives provided prior to the Closing, the “Estimated Closing Statement”). The Estimated Closing Balance Sheet, the Estimated Closing Statement Sheet and the Company’s Acquired Companies’ good faith estimate of Trade Net Working Capital (the “Estimated Net Working Capital”) and the Cash Adjustment Amount (the “Estimated Cash Adjustment Amount”) 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 Accounting Principles”). Following the delivery of the Estimated Closing Balance Sheet and the Estimated Closing Statement, the Purchase Sellers shall cause the Company Acquired Companies to provide the Purchaser Buyer and its Representatives reasonable access to the work papers books, records and other books and records and Representatives information (including work papers) of the Acquired Companies for purposes as any of assisting Purchaser and its Representatives the foregoing may reasonably request in their order to 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 Purchaser Buyer and its Representatives in connection with their review of the Estimated Closing Balance Sheet and the Estimated Closing Statement.