Estimated Closing Statement. (i) No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Acquiror (A) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimates of (1) the Estimated Net Working Capital (as well as the resulting Estimated Net Working Capital Surplus (if any) or Estimated Net Working Capital Shortfall (if any)), (2) the Estimated Transaction Expenses, (3) the Estimated Closing Cash and (4) the Estimated Closing Debt, and (B) a schedule which shall include (1) the Estimated Total Stock Purchase Consideration, (2) wire instructions for the payments to be made to NewCo at the Closing pursuant to Section 2.3(b), (3) each Seller’s Pro Rata Percentage and the portion of the Estimated Total Stock Purchase Consideration attributable to each Seller; and (4) wire instructions for the payments of Debt, and the Estimated Transaction Expenses, including, for the avoidance of doubt, the Transaction Bonuses, to be made to the applicable payees thereof pursuant to Section 2.3(b) (such schedule delivered pursuant to this clause (B), the “Payment Schedule”). The Estimated Closing Statement shall be prepared by the Company in accordance with the Agreed Principles.
(ii) The Company shall consider in good faith any reasonable comments or objections to any amounts set forth on the Estimated Closing Statement notified to it by Acquiror prior to the Closing and if, prior to the Closing, the Company and Acquiror agree to make any modification to the Estimated Closing Statement, then the Estimated Closing Statement as so modified shall be deemed to be the Estimated Closing Statement; provided, that the failure of the Company and Acquiror to reach such mutual agreement will not give any party the right to terminate this Agreement or otherwise delay or fail to close the Stock Purchase or the other transactions contemplated hereunder.
(iii) Acquiror shall be entitled to rely on the accuracy of the Estimated Closing Statement and the Payment Schedule in all respects in making any payments pursuant to this Agreement, and all obligations to make such payments shall be deemed fulfilled to the extent such payments are made in accordance with this Agreement, the Payment Schedule, and the Estimated Closing Statement, including the Earn-Out Payment. None of Acquiror or any of its Affiliates (including, after the Closing, the Company) or the Seller Representative shall have any liability or obligation to any Person, including the Se...
Estimated Closing Statement. (a) Not later than fourth Business Days prior to the Closing Date, Seller Parent shall deliver to Buyer Parent a written schedule (the “Estimated Closing Statement”) setting forth in reasonable detail Seller Parent’s good faith estimate of (i) the Company Cash (the “Estimated Company Cash”), (ii) the Company Working Capital (the “Estimated Company Working Capital”), (iii) the Company Indebtedness (the “Estimated Company Indebtedness”), (iv) the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) (v) the Seller Transaction 3. Expenses (the “Estimated Seller Transaction Expenses”),; and (vi) the resulting Closing Purchase Price determined using such estimates.
(b) The Estimated Closing Statement shall be prepared based on management’s good faith estimates and in a manner consistent with the Transaction Accounting Principles, including the illustrative calculation of Closing Working Capital included in Exhibit E (the “Company Working Capital Illustration”). Upon the delivery of the Estimated Closing Statement, to the extent reasonably requested by Buyer Parent, Seller Parent will make available to Buyer Parent and its Representatives the work papers (subject to the execution of customary work paper access letters, if requested) and other books and records used in preparing the Estimated Company Cash, the Estimated Company Working Capital, the Estimated Company Indebtedness, and the Estimated Company Transaction Expenses and the Estimated Seller Transaction Expenses. However, neither such access nor any disagreement with respect to the Estimated Closing Statement shall delay the Closing, which shall occur using the amounts set forth in the Estimated Closing Statement unless otherwise expressly agreed.
Estimated Closing Statement. The Company shall prepare in good faith and provide to Purchaser no later than three (3) Business Days prior to the anticipated Closing Date (i) a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail its good faith estimates of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), the Closing Cash Balance (the “Estimated Closing Cash Balance”), the Transaction Tax Benefits (the “Estimated Transaction Tax Benefits”), the Closing Indebtedness (the “Estimated Closing Indebtedness”), and the Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and (ii) the Company’s calculation of the estimated Aggregate Purchase Price (the “Estimated Aggregate Purchase Price”) (using the Estimated Closing Net Working Capital, the Estimated Closing Cash Balance, the Estimated Closing Indebtedness and the Estimated Company Transaction Expenses), in each case calculated in accordance with the definitions thereof and the Accounting Policies. For the avoidance of doubt, in no event shall the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Net Working Capital Target exceed $3,000,000 in the aggregate. The Company shall, and shall cause its Subsidiaries to, provide Purchaser and its Representatives with reasonable access to the relevant books and records of the Company and its Subsidiaries for the purpose of facilitating Purchaser’s review of the Estimated Closing Statement.
Estimated Closing Statement. No later than two (2) Business Days prior to the date on which the Closing is scheduled to occur, Seller will prepare and furnish to Buyer a statement (the “Estimated Closing Statement”) reflecting Seller’s good faith estimates of (i) the Net Asset Value as of 11:59 p.m. on the Business Day immediately prior to the Closing Date (the “Estimated Net Asset Value”), and (ii) Seller’s calculation of the Estimated Purchase Price.
Estimated Closing Statement. At least five (5) business days prior to the Closing Date, Citizens shall deliver to Parent and Buyer a statement of net assets (the "Estimated Statement of Net Assets") reflecting its good faith calculation of the Acquired Assets of the Business as of the last day of the latest calendar month for which financial statements of Seller are available (the "Estimated Adjusted Net Assets"). The Estimated Statement of Net Assets shall be prepared in the same manner and utilizing the same accounting principles, policies and methods used in the preparation of the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999). The Base Cash Purchase Price shall be increased or decreased on a dollar for dollar basis by the amount, if any, by which the Estimated Adjusted Net Assets is greater than or less than $93,819,658 (such increase or decrease, as the case may be, is referred to herein as the "Estimated Net Asset Adjustment").
Estimated Closing Statement. At least three Business Days prior to the scheduled Closing Date, Cannabist shall prepare and deliver to Buyer a statement (“Estimated Closing Statement”) setting forth its reasonable estimate of: (a) Cash (“Estimated Cash”), (b) Working Capital (“Estimated Working Capital”) (provided, that in no event will the Estimated Working Capital be deemed to be greater than $1,000,000 more than the Target Working Capital; provided, further, that in the event the Estimated Working Capital would be more than $1,000,000 more than the Target Working Capital but for the proviso contained herein, the Estimated Working Capital shall be deemed to equal $1,000,000 more than the Target Working Capital), (c) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (“Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses (“Estimated Transaction Expenses”), (e) the aggregate amount of Transaction Payments (“Estimated Transaction Payments”), (f) the resulting calculation of the Initial Promissory Note Amount, (g) whether each Member is an Accredited Stockholder and (h) each such Member’s Pro Rata Share of the Closing Cash Payment, the Initial Promissory Note Amount and Final Stock Purchase Price. Cannabist and its representatives shall review and consult with Buyer regarding the Estimated Closing Statement, and Cannabist shall consider all comments reasonably made by Buyer and its representatives with respect to the Estimated Closing Statement.
Estimated Closing Statement. At least three Business Days prior to the Closing Date, the Company shall, and Seller shall cause the Company to, deliver to Buyer (i) an estimate of the unaudited consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP applied on a basis consistent with the Financial Statements and setting forth the Company’s good faith estimate of the balance sheet of the Company as of the Closing Date (the “Estimated Closing Balance Sheet”) and (ii) a statement (the “Estimated Closing Statement”) based on the Estimated Closing Balance Sheet, setting forth in reasonable detail a good faith estimate of (A) the Closing Working Capital (such estimate, the “Estimated Closing Working Capital”), (B) the Closing Debt Amount (the “Estimated Closing Debt Amount”), (C) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (D) the Closing Cash Amount (the “Estimated Closing Cash Amount”). At the time of the Closing, the Purchase Price shall be calculated based upon the Estimated Closing Working Capital, the Estimated Closing Debt Amount, the Estimated Closing Transaction Expenses, and the Estimated Closing Cash Amount as set forth in the Estimated Closing Statement (as so calculated, the “Estimated Purchase Price”).
Estimated Closing Statement. No less than five (5) business days prior to the Closing Date, Sellers shall prepare and deliver to Buyer a written closing statement (the “Estimated Closing Statement”) of the Estimated Closing Net Working Capital, including the resulting Estimated Closing Net Working Capital Overage (if any) or Estimated Closing Net Working Capital Shortage (if any), and the proration amounts pursuant to Section 4.6 (to the extent not already reflected in the Estimated Closing Net Working Capital), which Estimated Closing Statement shall be prepared in good faith and on a basis consistent with the preparation of the Financial Information and the calculation of Net Working Capital set forth on Schedule B. Any amounts determined to be due and owing to Sellers pursuant to the Estimated Closing Statement shall be paid by Buyer at the Closing pursuant to Section 3.1 hereof (the “Estimated Closing Payment”). Any amounts determined to be due and owing to Buyer by Sellers pursuant to the Estimated Closing Statement shall reduce the Closing Payment payable to Sellers at the Closing pursuant to Section 3.1.
Estimated Closing Statement. Prior to the date hereof, Cannabist shall prepare and deliver to Buyer a statement (“Estimated Closing Statement”) setting forth its reasonable estimate of: (a) Cash (“Estimated Cash”), (b) Working Capital (“Estimated Working Capital”) (provided, that in no event will the Estimated Working Capital be deemed to be greater than $500,000 more than the Target Working Capital; provided, further, that in the event the Estimated Working Capital would be more than $500,000 more than the Target Working Capital but for the proviso contained herein, the Estimated Working Capital shall be deemed to equal $500,000 more than the Target Working Capital), (c) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (“Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses (“Estimated Transaction Expenses”), (e) the aggregate amount of Transaction Payments (“Estimated Transaction Payments”) and (f) the resulting Purchase Price (the “Estimated Purchase Price”). Cannabist and its representatives shall review and consult with Buyer regarding the Estimated Closing Statement, and Cannabist shall consider all comments reasonably made by Buyer and its representatives with respect to the Estimated Closing Statement.
Estimated Closing Statement. No later than five (5) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), together with supporting documentation used by the Seller in calculating the amounts set forth therein, setting forth a good faith estimate of the Closing Purchase Price and Closing Payment, including a good faith estimate of each of the Closing Purchase Price Components.
