Estimated Closing Cash Payment. Not less than two Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Estimated Closing Statement”) that sets forth (i) the Company’s good faith estimate of the Cash Amount, the outstanding amount of all Funded Debt as of immediately prior to the Closing, the Transaction Expenses Amount, the Working Capital and the Working Capital Surplus or Working Capital Deficit, if any, implied thereby and the Closing Cash Payment resulting therefrom (the “Estimated Closing Cash Payment”), (ii) the Representative’s determination, based on the Distribution Principles, of the portion of the Estimated Closing Cash Payment and Share Consideration payable to Blocker Seller, and (iii) the Representative’s determination, based on the Distribution Principles, of the portion of the Estimated Closing Cash Payment and Share Consideration payable to each Designated Unitholder, together with reasonable supporting detail of each of the foregoing items described in clauses (i) – (iii).
Estimated Closing Cash Payment. Not less than two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a statement, in the form attached hereto as Exhibit H (the “Estimated Closing Statement”), executed and certified by the Chief Executive Officer and Chief Financial Officer of the Company that sets forth the Company’s good faith estimate of the Cash Amount, the outstanding amount of all Funded Debt as of immediately prior to the Closing, the Transaction Expenses Amount, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, and, based on such estimates, an estimate of the Closing Cash Payment (the “Estimated Closing Cash Payment”). In addition, the Representative shall deliver to Buyer a statement, executed and certified by the Chief Executive Officer and Chief Financial Officer of the Company, that sets forth a - 8 - calculation, based on the Estimated Closing Statement calculation delivered by the Company, of the amounts payable to each of the Unitholders at the Closing pursuant to Section 3.02(c) and 3.02(d).
Estimated Closing Cash Payment. Not less than two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the "Estimated Closing Statement") that sets forth a good faith estimate of the Cash Amount, the outstanding amount of all Funded Debt as of immediately prior to the Closing, the Transaction Expenses Amount, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, and based on such estimates, an estimate of the Closing Cash Payment (the "Estimated Closing Cash Payment"). In addition, the Representative shall deliver to Buyer a calculation, based on the Estimated Closing Cash Payment calculation delivered by the Company, of the amounts payable at the Closing to Arsenal Blocker Seller and each Designated Unitholder pursuant to Section 3.02(c).
Estimated Closing Cash Payment. Prior to the Closing Date, the Company shall deliver to Buyer a detailed, estimated balance sheet of the Company as of the Closing Date (the “Estimated Closing Date Balance Sheet”) and a statement setting forth the Company’s good faith estimate of (i) the Working Capital and the Working Capital Surplus or Working Capital Deficit, if any, (ii) the Cash Amount, the outstanding amount of all Funded Debt as of the Closing Date, and the Transaction Expenses Amount and (iii) based on the amounts set forth in clauses (i) and (ii), a good faith estimate of the Closing Cash Payment (the “Estimated Closing Cash Payment”). In addition the Representative shall deliver to Buyer a calculation, based on the Estimated Closing Cash Payment calculation delivered by the Company, of the Closing Consideration and the amounts payable at the Closing to each Securityholder pursuant to Section 2.02(c). After delivery of the foregoing documents and statements, the Buyer and its accountants shall be permitted to make reasonable inquiries of the Company, the Representative and their respective accountants, work papers and relevant officers and employees regarding questions concerning or disagreements with the calculation of the Estimated Closing Cash Payment and Closing Consideration arising in the course of their review thereof.
Estimated Closing Cash Payment. Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer a good faith estimate calculated as of the Closing Date (including reasonable supporting documentation as reasonably requested by Buyer) of each of the Cash Amount, the outstanding amount of all Funded Debt and the Transaction Expenses, and, based on such estimates, a calculation of the Closing Cash Payment (the “Estimated Closing Cash Payment”) payable to the Shareholder and each Company Payee at the Closing.
Estimated Closing Cash Payment. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimates, as of the Adjustment Time and without giving effect to the transactions contemplated by the Agreement (other than Transaction Expenses) of: (i) Cash and Cash Equivalents; (ii) Company Indebtedness; (iii) Net Working Capital; (iv) the amount of unpaid Transaction Expenses as of the Closing (allocated among each payee of such Transaction Expenses); (v) the amount of Company Taxes Payable; and (vi) based on the foregoing, and taking into account the Base Consideration Amount, Seller’s resulting estimated calculation of the Closing Cash Payment (the “Estimated Closing Cash Payment”). The Estimated Closing Statement shall be prepared in accordance with the applicable terms and definitions of this Agreement and in accordance with the Accounting Principles, and shall be accompanied by supporting calculations and the documentation for such calculations and components contained therein. After delivery of the Estimated Closing Statement, Buyer and its representatives shall be permitted to make inquiries of Seller and Seller shall provide Buyer and its representatives with all records and supporting documentation reasonably requested and shall consider in good faith any revisions proposed by Buyer to the calculations set forth in the Estimated Closing Statement, and to the extent that Seller agrees with any such revisions, the Estimated Closing Statement shall be modified to reflect such revisions prior to Closing.
Estimated Closing Cash Payment. The amount of the Closing Cash Payment shall be calculated using the estimated Closing Net Working Capital, estimated Closing Indebtedness Amount, the estimated Closing Cash Amount, the estimated Seller Transaction Expenses and the estimated Change of Control Payments set forth in the Estimated Closing Statement, which shall be subject to a “true-up” adjustment after the Closing pursuant to Section 2.12(f).
Estimated Closing Cash Payment. No later than ten (10) Business Days prior to the Closing Date, Buyer shall prepare and deliver to the Company and Seller a statement in accordance with the Accounting Principles and in the form attached hereto as Exhibit E (the “Estimated Closing Date Statement”) setting forth Buyer’s good faith estimates of the Closing Cash (together with evidence thereof satisfactory to Buyer and Seller), the Closing Indebtedness, the Closing Transaction Expenses, the Closing Working Capital, and the calculation of the estimated Closing Cash Payment, as determined in accordance with Section 2.02(a) (the “Estimated Closing Cash Payment”). The Company shall permit Buyer, Seller, Warrant Holder Representative and their respective Representatives to have access to the books, personnel, records and other documents (including work papers) pertaining to or used in connection with the preparation of the Estimated Closing Date Statement.
Estimated Closing Cash Payment. At Closing, subject to adjustment under Section 1.3, in consideration of the sale and transfer of the Equity Interests to Buyer, Buyer will pay to Sellers an aggregate amount equal to:
Estimated Closing Cash Payment. At Closing, subject to adjustment under Section 1.3, in consideration of the sale and transfer of the Equity Interests to Buyer, Buyer will pay to Sellers an aggregate amount equal to: (i) $425,000,000; (ii) plus the Estimated Closing Construction Amount; (iii) plus or minus (as applicable) the Estimated Closing Date Net Working Capital Adjustment; (iv) plus Estimated Closing Date Cash; (v) minus Estimated Closing Date Debt; (vi) minus Estimated Closing Date Pre-Closing Taxes; (vii) plus Estimated Pre-Closing Tax Refunds; (viii) minus Estimated Seller Transaction Expenses ; and (ix) minus $3,187,500 (the “Escrow Funds”). (the net amount of clauses (i) – (ix), the “Estimated Closing Cash Payment” and, together with the Escrow Funds, the “Estimated Purchase Price”). (b)
