Estimated Closing Date Statement. At least three (3) Business Days prior to the Closing, the Company shall deliver to Buyer a written certificate (the “Estimated Closing Date Statement”) setting forth in reasonable detail the Company’s good faith estimate of (1) the Closing Working Capital Amount (the “Estimated Working Capital Amount”), which calculation shall be prepared in accordance with U.K. GAAP applying the Company’s accounting principles set forth on Exhibit L (the “Accounting Principles”), and (2) the Closing Transaction Expenses (the “Estimated Transaction Expenses”). The Estimated Closing Date Statement shall be signed by the Chief Executive Officer of the Company and accompanied by reasonable supporting documentation. Upon delivery of the Estimated Closing Date Statement, the Company shall provide Buyer and its Representatives with reasonable access to the employees, agreements, internal work papers, books, records, facilities, schedules and calculations of the Company to verify the accuracy of such amounts. In the event that Buyer does not agree with the amounts set forth on the Estimated Closing Date Statement calculated by the Company, the Company and Buyer shall negotiate in good faith to mutually agree upon acceptable estimates, and the Company shall consider in good faith any proposed comments or changes that Buyer may reasonably suggest; provided, however, that neither the Company’s failure to include any changes proposed by Buyer, nor the acceptance by Buyer of the Estimated Closing Date Statement, shall limit or otherwise affect the parties’ remedies under this Agreement, including Buyer’s right to include such proposed changes or other changes in the Buyer Post-Closing Statement, nor shall it constitute an acknowledgment by Buyer of the accuracy of the Estimated Closing Date Statement.
Estimated Closing Date Statement. Not less than five (5) Business Days prior to the Closing Date, the Seller shall cause the Acquired Companies to deliver to the Buyer a written statement (the “Estimated Closing Date Statement”) setting forth:
Estimated Closing Date Statement. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent, subject to Parent’s reasonable approval, a statement (the “Estimated Closing Date Statement”) containing a good faith calculation (in reasonable detail) of (i) the Blue Sky Purchase Price, (ii) the Real Property Purchase Price, (iii) the estimated Inventory Purchase Price, (iv) the estimated Parts & Accessories Purchase Price, (v) the estimated Used/Remarketed Vehicle Purchase Price, (vi) the estimated Fixed Assets Purchase Price, (vii) the estimated Supplies Purchase Price, (viii) the estimated Work-in-Process Purchase Price, (ix) the estimated Closing Date Net Working Capital and the components thereof (the “Estimated Closing Date Net Working Capital”), (x) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (xi) the estimated Closing Date Cash, (xii) the estimated Company Transaction Expenses, (xiii) the estimated Closing Indebtedness, and (xiv) based on the foregoing, the resulting calculation of the estimated Merger Consideration (the resulting amount, the “Estimated Merger Consideration”). Together with the Estimated Closing Date Statement, the Company shall provide Parent with reasonably detailed supporting documentation of the calculations set forth therein. The Estimated Closing Date Statement shall be prepared, and the estimated calculations of the Inventory Purchase Price, the Parts & Accessories Purchase Price, the Used/Remarketed Vehicle Purchase Price, the Fixed Assets Purchase Price, the Supplies Purchase Price, the Work-in-Process Purchase Price, the Closing Date Net Working Capital, the Working Capital Increase or the Working Capital Decrease, as the case may be, the Closing Date Cash, the Company Transaction Expenses, the Closing Indebtedness and the Estimated Merger Consideration shall be determined in accordance with the Valuation Principles and any of the applicable Adjusted Items Determination Principles, as applicable.
Estimated Closing Date Statement. Not less than five (5) Business Days prior to the Closing Date, the Seller shall deliver to Buyer a statement (the “Estimated Closing Date Statement”) containing a good faith calculation (in reasonable detail), together with reasonably detailed supporting documentation, of the Seller’s best, good faith estimate (without giving effect to the Transactions contemplated hereby) of the Seller’s: (i) Closing Date Net Tangible Assets (the “Estimated Closing Date Net Tangible Assets”) and the components thereof; (ii) Estimated Net Tangible Asset Increase or Estimated Net Tangible Asset Decrease, as the case may be; (iii) the estimated Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”); and (iv) the resulting amount of the Net Closing Purchase Price under Section 3.1(b)(iii) (the resulting amount, the “Estimated Net Closing Purchase Price”). The Seller shall prepare the Estimated Closing Date Statement in good faith in accordance with GAAP Consistently Applied and as set forth on Schedule 3.2(a).
Estimated Closing Date Statement. “Estimated Closing Date Statement” shall have the meaning given to such term at Section 1.6(a).
Estimated Closing Date Statement. Not later than the second (2nd) Business Day prior to the Closing Date, Parent shall prepare and deliver, or cause to be prepared and delivered, to Buyer for review an estimated closing statement (the “Estimated Closing Date Statement”) setting forth Parent’s good faith calculation of the Estimated Closing Date Consideration, and detailing each of the following: (i) the estimated Closing Cash Balance as of the Effective Time (the “Estimated Closing Cash Balance”), together with third party statements reasonably satisfactory to Buyer evidencing the Estimated Closing Cash Balance and (ii) the estimated Company Debt (the “Estimated Company Debt”). The Estimated Closing Cash Balance and the Estimated Company Debt set forth in the Estimated Closing Date Statement will be prepared in accordance with the Accounting Principles. Buyer shall be entitled to comment on and request reasonable changes to the Estimated Closing Date Statement and Parent shall consider in good faith any changes Buyer proposes and revise, if, based on its good faith assessment, such changes are warranted. In addition to delivery of the Estimated Closing Date Statement, Parent shall deliver to Buyer an unaudited balance sheet of the Hospital & Large Physician Practice Business as of March 31, 2022 prepared in accordance with the Accounting Principles.
Estimated Closing Date Statement. Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Estimated Closing Date Statement”) certified by an officer of the Company containing a good faith calculation (in reasonable detail), together with reasonably detailed supporting documentation, of: (i) the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; (iii) the estimated Closing Date Cash; and (iv) the resulting calculation of the Estimated Merger Consideration.
Estimated Closing Date Statement. Not less than five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Date Statement”) containing a good faith estimate (in reasonable detail), together with reasonably detailed supporting documentation, of the Adjusted Purchase Price and Closing Cash Payment Amount and all elements thereof calculated as of the Closing Date, including the Indebtedness of the Company and any Company Subsidiary, all Transaction Expenses, each Seller Intercompany Payable, each Seller Intercompany Receivable, Net Working Capital and the resulting Net Working Capital Adjustment Amount derived therefrom. The Estimated Closing Date Statement will be prepared in accordance with the Accounting Policies. Buyer may until two (2) Business Days prior to the Closing Date provide Seller with comments to the Estimated Closing Date Statement and Seller shall consider in good faith Buyer’s reasonable comments. The Cash Payment Amount, as determined by Seller pursuant to this Section 2.4, shall be referred to herein as the “Closing Cash Payment Amount.”
Estimated Closing Date Statement. Not later than the third (3rd) Business Day prior to the Closing Date, Allscripts Healthcare shall prepare and deliver, or cause to be prepared and delivered, to Buyer an estimated closing statement (the “Estimated Closing Date Statement”) setting forth Allscripts Healthcare’s good faith calculation of the Estimated Closing Date Consideration, and detailing the estimated Net Working Capital as of the Effective Time (the “Estimated Closing Date Net Working Capital”). The Estimated Closing Date Net Working Capital set forth in the Estimated Closing Date Statement will be prepared in accordance with Exhibit F. Buyer shall be entitled to comment on and request reasonable changes to the Estimated Closing Date Statement and Allscripts Healthcare shall consider in good faith any changes Buyer proposes to the Estimated Closing Date Statement and revise such statement if, based on its good faith assessment, such changes are warranted. To the extent that any Seller or its respective Affiliate receives a payment, credit or adjustment for Aged A/R prior to the Closing that can be specifically identified to a particular invoice, such payment, credit or adjustment will be allocated to that particular invoice; in all other cases, a Seller will contact the applicable account debtor and apply the payment as directed by the account debtor. No Seller will encourage an account debtor to designate payment to any specific invoice.
Estimated Closing Date Statement. Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a certificate of the Company executed on its behalf by the Chief Financial Officer of the Company (the “Estimated Closing Date Statement”) containing a good faith calculation (in reasonable detail) of the Company’s estimates, together with reasonably detailed supporting documentation, such estimates to be prepared in accordance with GAAP (except as otherwise noted on Exhibit A) and using the methodologies set forth on Exhibit A, of: (i) the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; (iii) the estimated Closing Date Cash; (iv) the Company Transaction Expenses, (v) the Indebtedness of the Company and its Subsidiaries immediately prior to the Closing Date, (vi) the aggregate exercise price of all Vested Company Options and (vii) the resulting calculation of the Merger Consideration (the resulting amount, the “Estimated Merger Consideration”). Not less than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent a schedule setting forth in reasonable detail all Company Transaction Expenses together with wire instructions for each payee (the “Transaction Expenses Schedule”).
