Common use of Estimated Closing Calculations Clause in Contracts

Estimated Closing Calculations. Not less than three Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (a) Seller’s good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness (“Estimated Closing Indebtedness”), (iii) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) Closing Cash (“Estimated Closing Cash”), (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price (together with the calculations referred to in the foregoing clauses above, the “Preliminary Closing Statement”).

Estimated Closing Calculations. Not less than three two Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (a) Seller’s good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness (“Estimated Closing Indebtedness”), (iii) Closing Transaction Expenses Cash (“Estimated Closing Transaction ExpensesCash”) and (iv) Closing Cash Transaction Expenses (“Estimated Closing CashTransaction Expenses”), in each case calculated as of immediately prior to the Closing, (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price (together with the calculations referred to in the foregoing clauses (a) and (b) above, the “Preliminary Closing Statement”).

Estimated Closing Calculations. Not less than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (a) Seller’s good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness (“Estimated Closing Indebtedness”), (iii) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv)) Closing Cash (“Estimated Closing Cash”) and (iv) Transaction Expenses (“Estimated Transaction Expenses”), (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price (together with the calculations referred to in the foregoing clauses (a) and (b) above, the “Preliminary Closing Statement”).

Estimated Closing Calculations. Not less than three five Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (a) Seller’s good faith estimates of (a) (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness Cash Amount (“Estimated Closing IndebtednessCash Amount”), (iii) Closing Transaction Expenses Company Indebtedness (“Estimated Closing Transaction ExpensesCompany Indebtedness”) ), and (iv) Closing Cash (“the Estimated Closing Cash”)Transaction Expenses, (b) Seller’s calculation of the Estimated Closing Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price (together Price, in each case prepared in accordance with the calculations referred to in the foregoing clauses above, the “Preliminary Closing Statement”)Agreed Accounting Principles.