Estimated Closing Statement Sample Clauses
The Estimated Closing Statement clause outlines the preparation and delivery of a preliminary financial summary detailing the expected costs, credits, and adjustments associated with the closing of a transaction. Typically, this statement is prepared by one party and provided to the other in advance of the closing date, allowing both sides to review and confirm the anticipated financial obligations and entitlements. Its core practical function is to ensure transparency and minimize disputes by providing a clear, mutual understanding of the financial terms before the transaction is finalized.
POPULAR SAMPLE Copied 43 times
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 five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Purchaser an unaudited estimated consolidated balance sheet of the Target Group as of the Effective Time prepared in accordance with the Accounting Principles, together with a statement (the “Estimated Closing Statement”) setting forth:
(i) Seller’s good faith estimate of the amount of the Closing Net Debt (the “Estimated Closing Net Debt”);
(ii) Seller’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”);
(iii) the amount of the Estimated Closing Net Working Capital Adjustment; and
(iv) Seller’s good faith estimate of the Initial Purchase Price (based on such amounts).
(b) The Estimated Closing Statement shall quantify in reasonable detail (and reasonable supporting documentation will be delivered in connection therewith) the estimates of the items constituting Estimated Closing Net Debt, Estimated Closing Net Working Capital and Estimated Closing Net Working Capital Adjustment, as applicable, and in each case calculated in accordance with the terms of this Agreement. Seller shall keep Purchaser reasonably informed of the preparation of the Estimated Closing Statement and prepare the Estimated Closing Statement from the books and records of the Business in accordance with the Accounting Principles, and upon delivery to Purchaser, Seller shall consult with Purchaser in connection with matters set forth therein.
Estimated Closing Statement. No less than three (3) nor more than five (5) Business Days prior to the Closing Date, CEOC shall prepare and deliver to Growth Partners a written closing statement (the “Estimated Closing Statement”), including (a) the Estimated Closing Net Working Capital of each Specified Purchased Entity, including the resulting Estimated Closing Net Working Capital Overage (if any) or Estimated Closing Net Working Capital Shortage (if any) for all Specified Purchased Entities (in the aggregate), which shall be prepared in good faith and on a basis consistent with the preparation of the Financial Statements of the relevant Company Party and on a basis consistent with the calculation of Net Working Capital for the relevant Specified Purchased Entity as set forth on Exhibit C, (b) the Estimated Closing Cash of each Specified Purchased Entity (and, if applicable, CIC), including the resulting Estimated Closing Cash Overage (if any) or Estimated Closing Cash Shortage (if any) for all Specified Purchased Entities (and, if applicable, CIC) (in the aggregate), and (c) a reasonably detailed schedule setting forth (i) the Estimated Pre-Closing Quad Renovation Expenditures and (ii) the Estimated Pre-Closing Indebtedness, in each case, including appropriate backup documentation to support such amounts. Any Estimated Aggregate Closing Net Working Capital Overage or Estimated Aggregate Closing Cash Overage set forth in the Estimated Closing Statement shall increase the amount paid by Growth Partners at the Closing and any Estimated Aggregate Closing Net Working Capital Shortage or Estimated Aggregate Closing Cash Shortage set forth in the Estimated Closing Statement shall reduce the amount payable to Sellers at the Closing, in each case, pursuant to Section 3.1 hereof (the amount of such increase or decrease, the “Estimated Closing Payment”).
Estimated Closing Statement. No later than FIVE (5) Business Days prior to the Closing Date, the Vendors, acting reasonably, shall cause to be delivered to the Purchaser a statement (the “Estimated Closing Statement”) setting forth in reasonable detail a good faith estimate and calculation of: (1) Working Capital as of immediately prior to Closing (the “Estimated Working Capital”)
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 $19,807,252 (such increase or decrease, as the case may be, is referred to herein as the "Estimated Net Asset Adjustment").
Estimated Closing Statement. Parent shall have received the Estimated Closing Statement from the Company.
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 certified by the Chief Financial Officer of Seller Parent (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 including a reasonably detailed calculation of the components of 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 in Exhibit D. The amount of the Estimated Closing Net Working Capital Overage (if any) 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 2.01. The amount of the Estimated Closing Net Working Capital Shortage (if any) 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 2.01. The amount of such payment or reduction to the Closing Payment, as applicable, is referred to as the “Estimated Closing Payment”.
Estimated Closing Statement. Not less than three Business Days prior to the Closing Date, Parent shall prepare and deliver to Buyer a statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting forth Parent’s good-faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time (the “Estimated Cash”), (ii) the amount of Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”), (iii) the amount of Indebtedness as of the Effective Time (the “Estimated Indebtedness”) and (iv) the amount of Accrued Tax Liabilities as of the Effective Time (the “Estimated Accrued Tax Liabilities”). The Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which shall be equal to the sum of (A) the Base Purchase Price, (B) plus the Estimated Cash, (C) plus (solely in the event that the Estimated Net Working Capital exceeds the Collar Ceiling) the amount, if any, by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax Liabilities.
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.