Common use of Estimated Closing Statement Clause in Contracts

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. The Company shall prepare in good faith and provide to Purchaser no later Not less than three (3) Business Days prior to the anticipated Closing Date (i) Date, Parent shall prepare and deliver to Buyer a written statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting forth in reasonable detail its good Parent’s good-faith estimates estimate of each of the Closing Net Working Capital following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time (the “Estimated Closing Cash”), (ii) the amount of Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”), (iii) the Closing Cash Balance amount of Indebtedness as of the Effective Time (the “Estimated Closing Cash BalanceIndebtedness”), ) and (iv) the Transaction amount of Accrued Tax Benefits Liabilities as of the Effective Time (the “Estimated Transaction Accrued Tax BenefitsLiabilities”), the . The Estimated Closing Indebtedness (Statement shall also set forth the “Estimated Closing Indebtedness”), and Purchase Price,” which shall be equal to the Company Transaction Expenses sum of (the “Estimated Company Transaction Expenses”) and (iiA) the Company’s calculation of the estimated Aggregate Purchase Price (the “Estimated Aggregate Base Purchase Price”, (B) (using plus the Estimated Closing Cash, (C) plus (solely in the event that the Estimated Net Working Capital, Capital exceeds 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 Collar Ceiling) the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Net Working Capital Target exceed $3,000,000 or minus (solely in the aggregate. The Company shall, and shall cause its Subsidiaries to, provide Purchaser and its Representatives with reasonable access to event that the relevant books and records of the Company and its Subsidiaries for the purpose of facilitating Purchaser’s review of Collar Floor exceeds the Estimated Closing StatementNet 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. The Company shall prepare in good faith and provide to Purchaser no later than three At least five (35) Business Days prior to the anticipated Closing Date (i) Date, the Company shall prepare and deliver to the Buyer a written statement (the “Estimated Closing Statement”) setting that shall include and set forth in reasonable detail its the Company’s good faith estimates estimate of the Closing Net (i) Working Capital Adjustment (the “Estimated Closing Net Working CapitalCapital Adjustment”), (ii) Net Indebtedness (the “Estimated Net Indebtedness”), (iii) the Aggregate Option Cash-Out Amount (the “Estimated Aggregate Option-Cash-Out Amount”) (with each of Estimated Working Capital Adjustment, Estimated Net Indebtedness and Estimated Aggregate Option Cash-Out Amount determined as of the Adjustment Time and, except for the Transaction Expenses included in the calculation of the Estimated Net Indebtedness (which, for the avoidance of doubt, shall be calculated through the Closing), without giving effect to the Transactions), and (iv) on the basis of the foregoing, a calculation of the Closing Cash Balance Consideration (the “Estimated Closing Cash BalanceConsideration”), the Transaction Tax Benefits (the “Estimated Transaction Tax Benefits”), the Closing Indebtedness (the “. The Estimated Closing Indebtedness”), and Statement shall (x) be prepared in conformity with 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 Applicable Accounting Principles in accordance with the definitions thereof historical practices 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 methodologies of the Company and its Subsidiaries for and (y) include reasonable documentation supporting the purpose of facilitating Purchaser’s review calculation thereof, including schedules and underlying spreadsheets. Upon the delivery of the Estimated Closing Statement, to the extent not included with the Estimated Closing Statement and reasonably requested by Xxxxx, the Company will make available to Buyer 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 Closing Statement.

Estimated Closing Statement. The Company shall prepare in good faith and provide to Purchaser no No later than three five (35) Business Days prior to the anticipated Closing Date (i) Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”), in the same format as the Reference Closing Statement, setting forth: (a) setting forth in reasonable detail its Seller’s good faith estimates estimate of the (i) Closing Net Working Capital as of the Effective Time (such estimate, the “Estimated Closing Net Working Capital”) and Target Working Capital as of the Effective Time (such estimate, the “Estimated Target Working Capital”), ; (ii) the Closing Cash Balance as of the Effective Time (such estimate, the “Estimated Closing Cash BalanceCash”), the Transaction Tax Benefits ; (the “Estimated Transaction Tax Benefits”), iii) the Closing Indebtedness as of the Closing (such estimate, the “Estimated Closing Indebtedness”), ; and (iv) the Company Closing Transaction Expenses as of the Closing (such estimate, the “Estimated Company Closing Transaction Expenses”); (b) and (ii) the CompanySeller’s calculation determination of the estimated Aggregate Purchase Price “Closing Adjustment,” which shall equal (the “Estimated Aggregate Purchase Price”i) (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 minus (ii) the Net Estimated Target Working Capital Target exceed $3,000,000 (expressed as a positive or negative number, as applicable); plus (iii) the Estimated Closing Cash; minus (iv) the Estimated Closing Indebtedness; minus (v) the Estimated Closing Transaction Expenses; minus (vi) the Separation-Related Costs; and (c) the amount to be paid in cash by Buyer to Seller at Closing (the aggregate“Closing Payment”), which shall equal the sum of (i) the Base Purchase Price plus (ii) the Closing Adjustment. The Company shall, and Seller shall cause its Subsidiaries to, provide Purchaser and its Representatives prepare the Estimated Closing Statement in accordance with reasonable access to the relevant books and records of Transaction Accounting Principles. Following the Company and its Subsidiaries for the purpose of facilitating Purchaser’s review delivery by Seller of the Estimated Closing Statement, upon reasonable prior notice to Seller, Buyer and its Representatives shall be given such reasonable access during normal business hours to those books and records of Seller and the Acquired Companies and, if required by Seller, with supervision of Seller or its Representatives, access to such personnel or Representatives of Seller or the Acquired Companies reasonably related to Seller’s preparation of the Estimated Closing Statement as Buyer may reasonably request for the purposes of evaluating the calculation of the Estimated Closing Statement; provided, that such access does not unreasonably interfere with the conduct of the business of Seller or the Acquired Companies. Seller shall consider in good faith any of Buyer’s comments to the Estimated Closing Statement if provided by Buyer reasonably in advance of Closing.

Estimated Closing Statement. The Company shall prepare in good faith and provide to Purchaser no later than three At least two (32) Business Days prior to the anticipated Closing Date (ibut not earlier than five (5) Business Days prior to the Closing Date), the Company shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting ), that sets forth in reasonable detail its good the Company’s good-faith estimates estimate and calculation of each of the Closing Net Working Capital following, together with reasonably detailed documentation supporting each calculation: (i) the “Estimated Closing Net Working Capital”), the aggregate amount of 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 of the Company Transaction Expenses Entities (the “Estimated Company Transaction ExpensesClosing Cash Amount”) and ); (ii) the Company’s aggregate amount of Closing Cash of Blocker (the “Estimated Blocker Closing Cash Amount”); (iii) the amount of the Adjusted Net Working Capital as of the Adjustment Time (the “Estimated Adjusted Net Working Capital Amount”); (iv) the aggregate amount of all Indebtedness (excluding the PPP Loan Amount if outstanding as of the Closing Date) of the Acquired Companies that is outstanding and unpaid as of the Closing (the “Estimated Indebtedness Amount”); (v) the aggregate amount of all Seller Transaction Expenses outstanding and unpaid as of the Closing (the “Estimated Seller Transaction Expense Amount”); (vi) the amount and calculation of the estimated Aggregate Purchase Price purchase price (the “Estimated Aggregate Purchase Price”), which shall be an amount equal to the sum of (A) the Base Purchase Price, (using the Estimated Closing Net Working Capital, the Estimated Closing Cash Balance, the Estimated Closing Indebtedness and B) plus the Estimated Company Transaction Expenses)Closing Cash Amount, in each case calculated in accordance with (C) plus the definitions thereof and the Accounting Policies. For the avoidance of doubtEstimated Blocker Closing Cash Amount, in no event shall (D) plus the amount, if any, by which the Estimated Closing Adjusted Net Working Capital Amount exceeds the Adjusted Net Working Capital Target exceed $3,000,000 in or minus the aggregate. The Company shallamount, if any, by which the Estimated Adjusted Net Working Capital Amount is less than the Adjusted Net Working Capital Target, (E) minus the Estimated Indebtedness Amount, and shall cause its Subsidiaries to, provide Purchaser (F) minus the Estimated Seller Transaction Expense Amount; and (vii) the amount and its Representatives with reasonable access to the relevant books and records calculation of the Company and its Subsidiaries for Closing Consideration Amount (the purpose “Estimated Closing Consideration Amount”), which shall be calculated based upon the Company’s good-faith calculation of facilitating Purchaser’s review the actual component amounts pursuant to this Section 2.2(a). Following delivery of the Estimated Closing Statement, the Sellers and the Acquired Companies shall provide Buyer with reasonably prompt access to any information that Buyer shall reasonably request for purposes of validating the information and calculations in the Estimated Closing Statement and related supporting documentation, and the Company shall consider in good faith any comments Buyer may have to correct such amounts.

Estimated Closing Statement. The Company shall prepare in good faith and provide to Purchaser no later than three (3a) Business Days At least five (5) days prior to the anticipated Closing Date (i) Date, Seller shall deliver to Buyer a written closing statement (the “"Estimated Closing Statement”") setting forth in reasonable detail its Seller's good faith estimates estimate, in consultation with Buyer, as of 12:01 a.m. on the anticipated Closing Date, of the Closing amount of net working capital of the Rehabilitation Business (the "Net Working Capital"), and each component thereof in the format provided in the Net Working Capital Calculation Schedule (the “as defined in Section 1.05(b)). (b) 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 Statement shall be prepared in accordance with the definitions thereof and principles set forth on a schedule attached hereto as Annex I (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 Calculation Schedule"), based upon 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 Seller related to the Company Rehabilitation Business and its Subsidiaries for in accordance with the purpose of facilitating Purchaser’s review of Seller's historical accounting principles and practices, as if the Estimated Closing StatementStatement was prepared as of a fiscal year end. (c) If the amount of Net Working Capital set forth on the Estimated Closing Statement (the "Estimated Net Working Capital Amount") exceeds $3,501,687 ("Target Net Working Capital Amount"), then the Purchase Price shall be increased by an amount equal to such excess amount. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, then the Purchase Price shall be reduced by an amount equal to such deficiency. Such excess or deficiency is referred to herein as the "Net Working Capital Adjustment." The Purchase Price as so adjusted by the applicable components for Net Working Capital and set forth on the Estimated Closing Statement is referred to herein as the "Estimated Purchase Price."

Estimated Closing Statement. The Company shall prepare in good faith and provide to Purchaser no later than three At least five (35) Business Days prior to the anticipated Closing Date (i) Date, JetStar will deliver to Basic a written statement (the “Estimated Closing Statement”) setting forth forth, in reasonable detail its detail, JetStar’s good faith estimates estimate 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”as defined below) and Net Debt (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 Expensesas defined below), in each case calculated as of the last day of the month immediately preceding the month in accordance with which the definitions thereof Closing occurs or such more recent practicable date prior to the Closing. Such estimates are referred to in this Agreement as the “Estimated Net Working Capital” and the Accounting Policies“Estimated Net Debt”, respectively. For illustrative purposes only, attached hereto as Schedule I is a format to be used in determining the avoidance of doubtEstimated Net Working Capital and Estimated Net Debt. JetStar will make available to Basic all work papers and other books and records utilized in calculating Estimated Net Working Capital and Estimated Net Debt. The amount, in no event shall if any, by which Estimated Net Working Capital is less than $5,000,000 (the “Target Net Working Capital”) is the “Estimated Net Working Capital Deficit”, and the amount, if any, by which the Estimated Closing Net Working Capital exceeds the Target Net Working Capital is the “Estimated Net Working Capital Excess.” The amount, if any, by which the Estimated Net Debt exceeds $38,000,000 (the “Target exceed $3,000,000 in Net Debt”) is the aggregate. The Company shall“Estimated Net Debt Deficit”, and the amount, if any, by which the Estimated Net Debt is less than the Target Net Debt is the “Estimated Net Debt Excess.” At the Effective Time the Base Price 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 be adjusted by the Estimated Closing StatementAdjustment (as defined in Section 2.5(d)).

Estimated Closing Statement. The Company shall prepare in good faith and provide to Purchaser no No later than three five (35) and not more than seven (7) Business Days prior to the anticipated Closing Date (i) Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail its forth: (a) Seller’s good faith estimates estimate as of the Adjustment Time of the (i) Closing Net Working Capital (such estimate, the “Estimated Closing Net Working Capital”), ; (ii) the Closing Cash Balance (such estimate, the “Estimated Closing Cash BalanceCash”), the Transaction Tax Benefits ; (the “Estimated Transaction Tax Benefits”), iii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”), ; and (iv) the Company Closing Transaction Expenses (such estimate, the “Estimated Company Closing Transaction Expenses”) and (iib) the CompanySeller’s calculation determination of the estimated Aggregate Purchase Price “Closing Adjustment,” which shall equal (the “Estimated Aggregate Purchase Price”i) (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 minus (ii) the Net Target Working Capital Target exceed $3,000,000 in the aggregate. The Company shall(expressed as a positive or negative number, 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 as applicable); plus (iii) the Estimated Closing StatementCash; minus (iv) the Estimated Closing Indebtedness; minus (v) the Estimated Closing Transaction Expenses and (c) the amount to be paid in cash by Buyer to Seller at Closing (the “Closing Payment”), which shall equal the sum of (i) the Base Purchase Price plus or minus (ii) the Closing Adjustment. Seller shall prepare the Estimated Closing Statement and each of the components thereof in accordance with the definitions thereof, the Transaction Accounting Principles and the other terms of this Agreement. The Estimated Closing Statement shall be accompanied by reasonable supporting detail to evidence Seller’s calculations, explanations and assumptions of the amounts contained therein. Buyer shall be entitled to review and comment on the Estimated Closing Statement prior to the Closing and Seller shall consider in good faith any suggested modifications to the Estimated Closing Statement proposed by Buyer.

Estimated Closing Statement. The Company shall prepare in good faith Xxxxxx has prepared and provide delivered to Purchaser no later than three (3) Business Days prior to the anticipated Closing Date Buyer (i) a written statement that is reasonably acceptable to Buyer (the “Estimated Closing Statement”) setting forth in reasonable detail its the Company’s good faith estimates calculation of (A) the estimated Indebtedness, the estimated Third-Party Expenses, the estimated Closing Net Cash, the estimated Closing Working Capital, and the estimated Closing Working Capital Adjustment (such estimates, the “Estimated Indebtedness,” “Estimated Third-Party Expenses” and “Estimated Closing Net Cash”, “Estimated Closing Working Capital”, and “Estimated Closing Working Capital Adjustment”, respectively), in each case, calculated as of the Closing applicable Measurement Time and accompanied by reasonably detailed back-up documentation for such calculations; and (B) the Cash Balance Consideration calculated based on such estimated amounts (including the component pieces thereof) (such estimate, the “Estimated Closing Cash BalanceConsideration”), 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 a spreadsheet (the “Estimated Aggregate Purchase PriceClosing Spreadsheet”) (using with the information set forth on Schedule 1.3, as of immediately prior to the Closing, in each case, accompanied by reasonably detailed back-up documentation for such calculations. Xxxxxx prepared 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 Statement in accordance with the definitions thereof and accounting principles forth on Exhibit A (the “Accounting PoliciesPrinciples”). For the avoidance of doubt, in In no event shall the amountwill any of Buyer’s rights be considered waived, if anyimpaired, 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 or otherwise limited as a result of Buyer not making an objection prior to the relevant books and records of the Company and Closing or its Subsidiaries for the purpose of facilitating Purchaser’s review of the making an objection that is not fully implemented in a revised Estimated Closing Statement, as applicable.

Estimated Closing Statement. The Company shall prepare in good faith and provide to Purchaser no later than three At least two (32) Business Days prior to the anticipated Closing Date Closing, the Company will deliver to Parent an estimated closing statement prepared in good faith (i) a written statement (the “Estimated Closing Statement”), which shall include (i) setting forth in reasonable detail its good faith estimates an estimated balance sheet of the Company together with its Subsidiaries as of 12:01 a.m. on the Closing Net Date prepared in accordance with GAAP applied on a basis consistent with the basis used in the preparation of the Most Recent Balance Sheet (the “Estimated Balance Sheet”), (ii) the estimated Cash (the “Estimated Cash”) and (iii) the estimated Working Capital (the “Estimated Closing Net Working Capital”), consistent with 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 example set forth on Exhibit E hereto. The cash portion of the estimated Aggregate Purchase Price Merger Consideration shall be (the “Estimated Aggregate Purchase Price”A) (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 decreased by the amount, if any, by which the Estimated Closing Net Working Capital exceeds is less than $4,500,000 (the Net “Target Minimum Working Capital”), (B) increased by the amount, if any, by which the Estimated Working Capital is greater than $5,000,000 (the “Target exceed $3,000,000 Maximum Working Capital”), (C) increased by the Estimated Cash and (D) decreased by the Senior Debt, in each case, in cash. For the avoidance of doubt, in the aggregateevent the Estimated Working Capital is equal to or greater than the Target Minimum Working Capital and is equal to or less than the Target Maximum Working Capital, then no adjustment shall be made to the cash portion of the Merger Consideration pursuant to this Section 2(h). The Company shall, and Merger Consideration as adjusted in accordance with this Section 2(h) shall cause its Subsidiaries to, provide Purchaser and its Representatives with reasonable access be referred to herein as the relevant books and records of the Company and its Subsidiaries for the purpose of facilitating Purchaser’s review of the Estimated Closing Statement“Adjusted Merger Consideration.”