Common use of Estimated Closing Calculations Clause in Contracts

Estimated Closing Calculations. Not less than four (4) Business Days prior to the Closing Date, Seller, shall deliver to Buyer a written statement setting forth in reasonable detail, (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 Cash (“Estimated Closing Cash”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) Deferred Purchase Price (“Estimated Deferred Purchase Price”), (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, Seller’s good-faith calculation of the Estimated Purchase Price (together with the calculations referred to in clauses (a) and (b) above, the “Preliminary Closing Statement”). Buyer shall be entitled to review and comment on the Preliminary Closing Statement until the date that is two (2) Business Days prior to the Closing Date, and Seller shall make any changes proposed by Buyer with which Seller agrees (in its sole discretion) to its calculations in the Preliminary Closing Statement not later than the Business Day prior to the Closing Date; provided that no disagreement between the parties with respect to any of the calculations in the Preliminary Closing Statement shall delay the Closing.

Estimated Closing Calculations. Not less By no later than four the third (43rd) Business Days Day prior to the Closing Date, Seller, Seller shall deliver to Buyer Buyers: a written statement (which has been approved by Buyers) setting forth in reasonable detail, (a) Seller’s good faith estimates of (i) Closing Net Working Capital as of the Effective Time (“Estimated Closing Net Working Capital”)) calculated in accordance with the illustrative calculation set forth in Section 1.01(a) of the Disclosure Letter and the Accounting Principles, (ii) Closing Indebtedness immediately prior to the Closing (“Estimated Closing Indebtedness”), (iii) Closing Cash as of the Effective Time (“Estimated Closing Cash”), (iv) Transaction Expenses immediately prior to the Closing (“Estimated Transaction Expenses”) and (v) Deferred Purchase Price Affiliate Receivables as of the Effective Time (“Estimated Deferred Purchase PriceAffiliate Receivables”), (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, Seller’s good-faith a calculation of the Estimated Closing Purchase Price (together with the calculations referred to in clauses (a) and (b) above, the “Preliminary Closing Statement”). Buyer Seller shall be entitled provide to Buyers and each of their respective Representatives reasonable access to all relevant records, documentation, data and (subject to the execution of customary work paper access letters if requested) auditors of the Company Entities relating to Buyers’ review and comment on of the Preliminary Closing Statement until the date that is two (2) Business Days prior to the Closing Date, and Seller shall make any changes proposed by Buyer with which Seller agrees (in its sole discretion) to its calculations in the Preliminary Closing Statement not later than the Business Day prior to the Closing Date; provided that no disagreement between the parties with respect to any of the calculations in the Preliminary Closing Statement shall delay the ClosingStatement.

Estimated Closing Calculations. Not less By not later than four (4) the third Business Days Day prior to the Closing Date, Seller, Seller shall deliver to Buyer a written statement (which has been approved by Buyer) setting forth in reasonable detail, (a) Seller’s good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness immediately prior to the Closing (“Estimated Closing Indebtedness”), (iii) Closing Cash (“Estimated Closing Cash”), ) and (iv) Transaction Expenses immediately prior to the Closing (“Estimated Transaction Expenses”) and (v) Deferred Purchase Price (“Estimated Deferred Purchase Price”), (b) Seller’s calculation of the Estimated Closing Net Working Capital Adjustment AmountDeficit or Estimated Closing Net Working Capital Increase, and (c) on the basis of the foregoing, Seller’s good-faith a calculation of the Estimated Closing Purchase Price (together with the calculations referred to in clauses (a) and (b) above, the “Preliminary Closing Statement”). Seller shall provide Buyer shall be entitled and its Representatives reasonable access to review the books and comment on records of the Company, the personnel of, and work papers (subject to the execution of customary work paper access letters if requested) prepared by, Seller, the Company and each of its Representatives to the extent that they relate to the Preliminary Closing Statement until the date that is two and to historical financial information (2) Business Days prior to the Closing Date, and extent in the possession of Seller shall make any changes proposed by Buyer with which Seller agrees (in its sole discretionor the Company) relating to its calculations in the Preliminary Closing Statement not later than as Buyer may reasonably request for the Business Day prior to the Closing Date; provided that no disagreement between the parties with respect to any purpose of the calculations in reviewing the Preliminary Closing Statement Statement, provided that such access shall delay be in a manner that does not materially interfere with the Closingnormal business operations of Seller or the Company.