Estimated Closing Statement; Closing Payment Schedule Clause Samples

Estimated Closing Statement; Closing Payment Schedule. At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver the following documents to Buyer: (i) a schedule that sets forth the Company’s good faith estimate of a Closing Statement, together with a calculation of the Equity Value based thereon (collectively, the “Estimated Closing Statement”); (ii) a schedule that sets forth (A) the Indebtedness Amount (and the portion thereof that constitutes the Funded Indebtedness Amount and the obligees with respect thereto) that is outstanding and unpaid as of immediately prior to the Closing in accordance with the definition thereof, (B) the Transaction Compensation Amount and the obligees with respect thereto, (C) the Transaction Expense Amount and the obligees with respect thereto, (D) the estimated Accrued Income Tax Amount (the “Estimated Accrued Income Tax Amount”), and (E) the amount payable to Parent under Section 2.3(f) (the “Closing Payment Schedule”); and (iii) the invoices or other supporting documentation evidencing the Transaction Expense Amount and customary payoff letters evidencing the Funded Indebtedness Amount. The Company shall cooperate, and shall cause its Subsidiaries to cooperate, with Buyer in the review of the Estimated Closing Statement, including (i) providing Buyer and its Representatives with reasonable access during normal business hours to the books and records (including work papers, financial information, schedules, memoranda and other documents) of the Company and its Subsidiaries, (ii) making the employees of the Company and its Subsidiaries that have been involved in the preparation of the Estimated Closing Statement reasonably available to Buyer and (iii) cooperating in all reasonable respects with Buyer and its Representatives, including the provision on a timely basis of all other reasonably requested information necessary or useful in connection with its review of the Estimated Closing Statement. Any information shared with Buyer or its Representatives will be subject to the Confidentiality Agreement and Section 4.1, and the Company shall not have any obligation to provide information or access to information, materials or Persons if doing so (w) would reasonably be expected to unreasonably disrupt the normal operations of the Company or any of its Subsidiaries; (x) would, in the reasonable opinion of the Company’s legal counsel, reasonably be expected to adversely affect the ability of the Company, any of its Subsidiaries or any of its or...

Estimated Closing Statement; Closing Payment Schedule. Attached as Exhibit A are the following documents: (i) a schedule that sets forth Parent’s reasonable, good faith estimate of the Closing Statement as of the opening of business on the Closing Date, together with a calculation of the Closing Equity Value based thereon (the “Estimated Closing Statement”), and (ii) in part based on such Estimated Closing Statement, a schedule that sets forth the amounts described in Section 2.3(a), Section 2.3(b), Section 2.3(c), Section 2.3(d), and Section 2.3(e) and the related payees (the “Closing Payment Schedule”).

Estimated Closing Statement; Closing Payment Schedule. As used in this Agreement, “Estimated Closing Statement” shall mean a schedule showing Seller’s good faith estimate of the Closing Statement as of the open of business on the Closing Date. At least ten Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer the following documents: (i) the Estimated Closing Statement; and (ii) a schedule that sets forth, with respect to the Transaction Expenses Amount reflected in the Estimated Closing Statement, the obligees with respect thereto as well as the amount payable to Seller pursuant to Section 2.3(b) (the “Closing Payment Schedule”). Prior to the Closing Date, Seller shall (A) provide, or cause to be provided, to Buyer and its Representatives reasonable access to the Books and Records, work papers, and personnel reasonably necessary for Buyer to review the content and calculations set forth in the Estimated Closing Statement and the Closing Payment Schedule and (B) reasonably consider any adjustments that Buyer proposes in good faith.