Estimated Closing Date Statement. Not less than four (4) Business Days prior to the Closing Date and in no event more than ten (10) Business Days prior to the Closing Date, the Company shall deliver to Buyer a reasonably detailed written statement (the “Estimated Closing Statement”) setting forth its good faith estimate of (i) Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”), (ii) Closing Date Funded Debt (“Estimated Closing Date Funded Debt”), (iii) Closing Date Company Transaction Expenses (“Estimated Closing Date Company Transaction Expenses”), (iv) Closing Date Cash (“Estimated Closing Date Cash”), (v) the Estimated Net Working Capital Adjustment Amount, and (vi) the Closing Date Purchase Price. If requested by Buyer, the Company shall use its reasonable best efforts to permit the Buyer and the Company to jointly perform a count of all raw material, components, work-in-process, finished goods, in-transit and other inventory of the Company (“Physical Inventory Count”) and its Subsidiaries prior to the Closing Date and the Estimated Closing Date Net Working Capital shall, if such a Physical Inventory Count has been conducted, reflect the outcome of such Physical Inventory Count. In connection with such Physical Inventory Count, the Company shall use its reasonable best efforts to provide Buyer and its representatives with reasonable access to the Company’s facilities, books and records, during normal business hours, in such manner as to not interfere with the normal operation of the business of the Company and, with respect to third party facilities, to the extent the Company has (after the exercise of its commercially reasonable efforts) the legal and/or contractual right to do so. In addition to the Company’s obligation under Section 6.6(b), the parties agree to work together in good faith in order to develop procedures to permit the conduct of such Physical Inventory Count, subject to the limitations of the Company’s legal and contractual rights with respect to third parties in possession or control of the Company’s inventory, and to any COVID-19 Measures or related bona fide legal restrictions. In the period between delivery of the Estimated Closing Statement and the date which is two (2) Business Days prior to the Closing Date, Buyer and its accountants and other representatives shall be permitted reasonable access, during normal business hours, in such manner as to not interfere with the normal operation of the business of the Company, to review the C...
Estimated Closing Date Statement. Not less than three (3) Business Days prior to the Closing Date, Seller shall cause the Company to 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:
(i) Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the resulting Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (ii) the amount of each of (A) Closing Company Cash, (B) Closing Company Indebtedness and (C) Closing Company Transaction Expenses, and (iii) using the amounts in the foregoing clauses (i) and (ii), the resulting calculation of the Purchase Price under Section 2.3(a) (the resulting amount, the “Estimated Purchase Price”). The Estimated Closing Date Statement and the calculations set forth therein shall be prepared in accordance with the Example Calculation and the accounting methods, practices, principles, policies and procedures set forth on Exhibit C (the “Accounting Principles”).
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:
(a) the Seller’s good faith estimate of:
(i) the Closing Date Adjusted Tangible Net Worth (the “Estimated Closing Date Adjusted Tangible Net Worth”), which shall be determined in accordance with GAAP; and
(ii) the Closing Date Adjusted SAP Surplus (the “Estimated Closing Date Adjusted SAP Surplus”), which shall be determined in accordance with SAP. in each case of clauses (i) and (ii), calculated as of 11:59 pm (New York City time) on the day immediately preceding the Closing Date (the “Calculation Time”) and calculated in accordance with Exhibit D attached hereto; and
(b) the Seller’s good faith calculation of the resulting calculation of the Closing Consideration based on the foregoing.
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. 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. At least ten days prior to the Closing Date, the Seller will deliver to the Purchaser a statement (the "Estimated Closing Date Statement") of the Seller's good faith estimate as of the Calculation Date of the following: (a) the Reserve (including an updated Schedule 5); (b) the Ceding Commission, including each adjustment thereto as set forth in Section 1.1.1; and (c) subject to compliance with Section 1.1.3 and Section 6.4.13, a list of each of the Transferred Reserve Assets to be delivered to the Purchaser at the Closing and the calculation of the Value thereof (including an updated Schedule 3). Except for the calculation of the Policy Enhancements Amount (which will be made in accordance with the terms of this Agreement) and the IBNR Reserve Amount, the calculation of the Reserve and each component thereof, including the Tax reserves, reflected in the Estimated Closing Date Statement will be prepared using the same methodology and assumptions used in preparing the Seller's December 31, 1997 Audited SAP Statements, including the assumptions that the Rehabilitation Period Termination Date will be December 31, 1999 and that the applicable credited rate during the Rehabilitation Period will be calculated as specified in the Settlement Agreement, notwithstanding any actual change thereto as a consequence of the Transactions.
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 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 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 later than the third (3rd) Business Day prior to the Closing Date, the Company shall prepare and deliver, or cause to be prepared and delivered, to Buyer an estimated closing statement (the “Estimated Closing Date Statement”) setting forth an unaudited balance sheet of the Company as of the Effective Time (the “Estimated Closing Balance Sheet”) together with the Company’s good faith calculation of the Estimated Closing Date Consideration, and detailing each of the following: (i) the estimated Net Working Capital as of the Effective Time (the “Estimated Closing Date Net Working Capital”), (ii) the estimated Closing Cash Balance as of the Effective Time (the “Estimated Closing Cash Balance”), (iii) the estimated Company Debt (the “Estimated Company Debt”), together with an itemization of each item of Company Debt, identification of each Person to whom Company Debt is owing and the amount of Company Debt owing to such Person, (iv) the estimated Selling Expenses (the “Estimated Selling Expenses”), together with an itemization of each Selling Expense, identification of each Person to whom such Selling Expense is owing, the amount of Selling Expense owing to such Person, and the wire transfer instructions of such Person to be used to pay such Selling Expense (if any Selling Expense is to be paid to an employee of the Company, the Estimated Closing Date Statement will identify the wire transfer instructions of the Company as the recipient of the amount of such Selling Expense, and such Selling Expense will be paid to the employee through normal payroll processes of the Company), and (v) the estimated Closing Taxes Payable (the “Estimated Closing Taxes Payable”). The Estimated Closing Balance Sheet, the Estimated Closing Date Net Working Capital, the Estimated Closing Cash Balance, the Estimated Company Debt, the Estimated Selling Expenses and the Estimated Closing Taxes Payable set forth in the Estimated Closing Date Statement will be prepared in accordance with the principles set forth on Exhibit B (the “Accounting Principles”). Additionally, not later than the third (3rd) Business Day prior to the Closing Date, the Company shall deliver, or cause to be delivered, to Buyer the Payoff Letters reflecting the Company Debt set forth on Schedule 2.1(b).
