Estimated Closing Statements. With respect to the First Closing, prior to, and with respect to the Second Closing, no less than three (3) nor more than five (5) Business Days prior to, a Closing Date, CEOC shall prepare and deliver to Growth Partners a written closing statement (such written closing statement with respect to the First Transaction, the “First Transaction Estimated Closing Statement”, and with respect to the Second Transaction, the “Second Transaction Estimated Closing Statement”), including (a) the Estimated Closing Net Working Capital of each applicable 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 applicable Specified Purchased Entities (in the aggregate, in the case of the First Transaction Estimated Closing Statement), 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 applicable Specified Purchased Entity (and, in the case of the First Transaction Estimated Closing Statement, if applicable, CIC), including the resulting Estimated Closing Cash Overage (if any) or Estimated Closing Cash Shortage (if any) for all applicable Specified Purchased Entities (and, in the case of the First Transaction Estimated Closing Statement, if applicable, CIC) (in the aggregate, in the case of the First Estimated Closing Statement), and (c) a reasonably detailed schedule setting forth (i) the Estimated Pre-Closing Quad Renovation Expenditures (in the case of the First Estimated Closing Statement) and (ii) the applicable Estimated Closing Indebtedness, in each case, including appropriate backup documentation to support such amounts. Any Estimated Closing Net Working Capital Overage (in the aggregate, if applicable) or Estimated Closing Cash Overage (in the aggregate, if applicable) set forth in the applicable Estimated Closing Statement shall increase the amount paid by Growth Partners at the applicable Closing and any Estimated Closing Net Working Capital Shortage (in the aggregate, if applicable) or Estimated Closing Cash Shortage (in the aggregate, if applicable) set forth in the applicable Estimated Closing Statement shall reduce the amount payable to the applicable Sellers at the applicable...
Estimated Closing Statements. (i) Advisor Parent shall deliver to GNL, no later than two (2) Business Days prior to the Closing Date, a statement setting forth in reasonable detail Advisor Parent’s estimate, prepared in good faith to the reasonable satisfaction of GNL, of the Advisor Closing Amount (the “Estimated Advisor Closing Amount”), and (ii) GNL shall deliver to Advisor Parent, no later than two (2) Business Days prior to the Closing Date, a statement setting forth in reasonable detail GNL’s estimate, prepared in good faith to the reasonable satisfaction of Advisor Parent, of the GNL Closing Amount (the “Estimated GNL Closing Amount”).
Estimated Closing Statements. At least two Business Days prior to the Closing Date (as defined below), the Company shall provide to Buyer in reasonable detail an estimate of the Closing Balance Sheet (the “Estimated Closing Balance Sheet”) and an estimate of the Closing Working Capital (the “Estimated Closing Working Capital”). The Estimated Closing Balance Sheet and the Estimated Closing Working Capital shall be prepared in accordance with GAAP and the provisions of Schedule 2.6.1, and on a basis consistent with the historical accounting policies, methodologies, practices and assumptions applied by the Company, provided such historical policies, methodologies, practices and assumptions are in accordance with GAAP.
Estimated Closing Statements. The items listed in subclauses (a) through (c) of this Section 4.1 shall, as of the Transfer Time (or as specified below), be prorated, allocated and/or adjusted between Buyer and the applicable Seller pursuant to a written closing statement for each Property, as of the Transfer Time (or as specified below) (each, an "Estimated Closing Statement"), to be prepared by the applicable Seller no less than five (5) business days prior to the Closing Date, which shall be an estimated accounting for such Seller's Property of the items set forth in subclauses (a) through (c) of this Section 4.
1. Any amounts determined to be due and owing to a Seller pursuant to an Estimated Closing Statement shall be paid by Buyer at the Closing pursuant to Section 3.1(b) (any such funds paid to Xxxxxx'x Seller One being referred to herein as the "Xxxxxx'x Seller One Estimated Closing Payment"; any such funds paid to Xxxxxx'x Seller Two being referred to herein as the "Xxxxxx'x Seller Two Estimated Closing Payment"; any such funds paid to Caesars Seller One being referred to herein as the "Caesars Seller One Estimated Closing Payment"; any such funds paid to Caesars Seller Two being referred to herein as the "Caesars Seller Two Estimated Closing Payment"; and such funds being collectively referred to herein as the "Estimated Closing Payment"). Any amounts determined to be due and owing to Buyer by a Seller pursuant to an Estimated Closing Statement shall reduce the Purchase Price payable to such Seller at Closing. Notwithstanding anything in this Agreement, the Estimated Closing Payment shall be in addition to the Purchase Price.
Estimated Closing Statements. (i) Advisor Parent shall deliver to HTI, no later than five (5) Business Days prior to the Closing Date, a statement setting forth in reasonable detail Advisor Parent’s good faith estimate of the Advisor Closing Amount (the “Estimated Advisor Closing Amount”), and (ii) HTI shall deliver to Advisor Parent, no later than five (5) Business Days prior to the Closing Date, a statement setting forth in reasonable detail HTI’s good faith estimate of the HTI Closing Amount (the “Estimated HTI Closing Amount”).
Estimated Closing Statements. At least five Business Days prior to the Closing Date, the Company shall provide to Buyer in reasonable detail statements of (a) an estimate of the amount equal to 27% of the Projected AC Net DCF (the "Estimated 27% of the Projected AC Net DCF"), (b) an estimated
Estimated Closing Statements. At least one business day prior to the Closing Date, Seller and Buyer shall deposit with the Escrow Agent executed estimated closing statements consistent with this Agreement in the form required by the Escrow Agent.
Estimated Closing Statements. At least three Business Days prior to the Closing Date, the Company shall provide to Buyer in reasonable detail an estimated Closing Balance Sheet (the “Estimated Closing Balance Sheet”) and an estimate of the Closing Working Capital (the “Estimated Closing Working Capital”).
Estimated Closing Statements. At least two Business Days prior to the Closing Date, Seller will deliver to Buyer a statement in substantially the form attached hereto as Exhibit 1.3(a) setting forth in reasonable detail Seller’s good faith written estimate of: (A) Closing Date Net Working Capital (“Estimated Closing Date Net Working Capital”) and the Estimated Closing Date Net Working Capital Adjustment; and (B) the resulting Estimated Closing Cash Payment derived therefrom; each calculated and determined in accordance with GAAP and consistent with the Company’s historical accounting practices and procedures, consistently applied, and the applicable definitions set forth in this Agreement (including the definition of Net Working Capital) and Exhibit 1.3(a).
Estimated Closing Statements. (i) Newquay shall prepare, or cause to be prepared, and deliver, or cause to be delivered, to Pluto at least four (4) Business Days prior to the Closing Date, a statement (the “Rover Estimated Closing Statement”) prepared in accordance with Section 2.2(a)(ii) setting forth the estimated amounts of (A) Rover Closing Net Indebtedness, (B) Rover Closing Net Working Capital and (C) the Rover Adjustment Amount, determined as of the anticipated Effective Time (without giving effect to the transactions contemplated hereby) (the “Rover Adjustment Items”).
(ii) Newquay shall, in good faith and at Newquay’s expense, prepare, or cause to be prepared, the Rover Estimated Closing Statement on a basis consistent with the Rover Applicable Accounting Principles. Newquay shall give, and shall use its reasonable best efforts to cause its Representatives to give, Pluto and its Representatives reasonable access to such books, records and personnel of Rover (including the work papers of Newquay and its accountants relating to the preparation of the Rover Estimated Closing Statement and such calculations based thereon) as may be necessary to enable Pluto and its Representatives to review the Rover Estimated Closing Statement and such calculations based thereon prior to the Closing.
(b) Prior to the Closing, Newquay and Pluto in good faith shall seek to resolve any differences that they may have with respect to the computation of any of the items in the Rover Estimated Closing Statement, and such statement shall be updated accordingly prior to the Closing; provided that to the extent the Parties are unable to resolve such differences prior to the Closing, the amounts reflected in the Rover Estimated Closing Statement with respect to any such disputed item shall be used for purposes of calculating the Rover Adjustment Amount for purposes of the Closing.
