Common use of Estimated Closing Statements Clause in Contracts

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 Closing, in each case, pursuant to Section 3.1 hereof (the amount of such increase or decrease with respect to the First Transaction, the “First Transaction Estimated Closing Payment”, and with respect to the Second Transaction, the “Second Transaction Estimated Closing Payment”).

Estimated Closing Statements. With respect to the First Closing, prior to, and with respect to the Second Closing, no less (i) Not later than three (3) nor more than five (5) two Business Days prior to, a to the Closing Date, CEOC Oryx shall prepare and deliver to Growth Partners the Plains Parents a written closing statement which shall set forth in reasonable detail the calculation and Oryx’s good-faith estimate, based on information then available to Oryx, of Oryx Closing Working Capital (such written closing statement with respect to the First Transaction, the “First Transaction Estimated Oryx Closing StatementWorking Capital”) calculated in accordance with Exhibit J-1, together with reasonable supporting documentation. The Plains Parents shall have the opportunity to review and comment on the statement setting forth the Estimated Oryx Closing Working Capital, and with respect to Oryx and 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 Plains Parents will work together in good faith and on a basis consistent with to resolve any questions, comments or disputes related to such statement; provided, however, that in the preparation event any such question, comment or dispute remains unresolved as of the Financial Statements of Closing Date, the relevant Company Party and on a basis consistent with the calculation of Net Estimated Oryx Closing Working Capital for shall be 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) amount set forth in the applicable estimate provided by Oryx pursuant to this Section 3.5(a)(i), adjusted for any questions, comments or disputes raised by the Plains Parents with which Oryx agrees. (ii) Not later than two Business Days prior to the Closing Date, the Plains Parents shall deliver to Oryx a written statement which shall set forth in reasonable detail the calculation and the Plains Parents’ good-faith estimate, based on information then available to the Plains Parents, of Plains Closing Working Capital (the “Estimated Plains Closing Statement Working Capital”) calculated in accordance with Exhibit J-2, together with reasonable supporting documentation. Oryx shall increase have the opportunity to review and comment on the statement setting forth the Estimated Plains Closing Working Capital, and the Plains Parents and Oryx will work together in good faith to resolve any questions, comments or disputes related to such statement; provided, however, that in the event any such question, comment or dispute remains unresolved as of the Closing Date, the Estimated Plains Closing Working Capital shall be 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 estimate provided by the amount payable to the applicable Sellers at the applicable Closing, in each case, Plains Parents pursuant to this Section 3.1 hereof (3.5(a)(ii), adjusted for any questions, comments or disputes raised by Oryx with which the amount of such increase or decrease with respect to the First Transaction, the “First Transaction Estimated Closing Payment”, and with respect to the Second Transaction, the “Second Transaction Estimated Closing Payment”)Plains Parents agree.

Estimated Closing Statements. With respect to the First Closing, prior to, and with respect to the Second Closing, no less (i) Not later than three (3) nor more than five (5) Business Days prior toto the Closing, a Closing Date, CEOC shall prepare and deliver the Seller Representative will cause to Growth Partners be delivered to Purchaser a written closing statement (such written closing statement with respect to the First Transaction, the “First Transaction Estimated HB Closing Statement”, and with respect to ) setting forth (i) the Second Transaction, good faith estimate of the Net Working Capital of the HB Target Companies as of the Closing (the “Second Transaction Estimated Closing StatementHB Net Working Capital”), including the resulting Estimated Net Working Capital Overage of the HB Target Companies, if any, or the Estimated Net Working Capital Shortfall of the HB Target Companies, if any, together with a reasonably detailed explanation of the calculation thereof, (aii) the Company Transaction Expenses of the HB Target Companies (including the amounts payable to each applicable Person) to be paid as of the Closing, (iii) the Payoff Indebtedness of the HB Target Companies, if any, (iv) the calculation of the HB Purchase Price based on the estimated amounts of the various inputs in accordance with Section 2.02(a) and (v) the portion of the HB Purchase Price to be paid to each HB Seller. (ii) Not later than three (3) Business Days prior to the Closing, the Seller Representative will cause to be delivered to Purchaser a written closing statement (the “Estimated RHA Closing Statement” and together with the Estimated HB Closing Statement, the “Estimated Closing Statements”) setting forth (i) the good faith estimate of the Net Working Capital of each applicable Specified Purchased Entity the RHA Target Companies as of the Closing (the “Estimated RHA Net Working Capital”), including the resulting Estimated Closing Net Working Capital Overage (of the RHA Target Companies, if any) , or the Estimated Closing Net Working Capital Shortage (Shortfall of the RHA Target Companies, if any) for all applicable Specified Purchased Entities (in the aggregate, in the case together with a reasonably detailed explanation of the First calculation thereof, (ii) the Company Transaction Expenses of the RHA Target Companies (including the amounts payable to each applicable Person) to be paid as of the Closing, (iii) the Sold Home Amount, if any, (iv) the Casualty Proceeds, if any, (v) the Carryover Rehab Amount, if any, (vi) the Payoff Indebtedness of the RHA Target Companies, if any, and (vii) the calculation of the RHA Purchase Price based on the estimated amounts of the various inputs in accordance with Section 2.02(b). (iii) A sample calculation of the Net Working Capital for the HB Target Companies and the RHA Target Companies based on the applicable balance sheet is set forth in Annex C. The Estimated Closing Statement), which Net Working Capital shall be prepared determined in good faith and in accordance with GAAP on a basis consistent with the preparation of the Financial Statements Annex C. The effective time of the relevant Company Party Closing for purposes of calculating the Estimated Net Working Capital and the Closing Net Working Capital shall be 11:59 p.m. on a basis consistent with the Closing Date. The calculation of the Closing Net Working Capital shall use the same methodology as the calculation of the Estimated Net Working Capital for and the relevant Specified Purchased Entity sample calculation of the Net Working Capital 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 Closing, in each case, pursuant to Section 3.1 hereof (the amount of such increase or decrease with respect to the First Transaction, the “First Transaction Estimated Closing Payment”, and with respect to the Second Transaction, the “Second Transaction Estimated Closing Payment”).Annex C.

Estimated Closing Statements. With respect to the First Closing, prior to, and with respect to the Second Closing, no Not less than three (3) nor Business Days prior to the Closing Date and in no event more than five ten (510) Business Days prior to, a to the Closing Date, CEOC : (a) Panavision shall prepare and deliver to Growth Partners Acquiror a written closing statement signed by the Chief Financial Officer of Panavision (such written closing statement with respect to the First Transaction, the “First Transaction Panavision Estimated Closing Statement”, and with respect to the Second Transaction, the “Second Transaction Estimated Closing Statement”), including ) setting forth (ax) its good faith estimate of (i) the Estimated Closing Net Working Capital of each applicable Specified Purchased Entity including the resulting Panavision Group as of the Adjustment Time (“Panavision Estimated Closing Net Working Capital Overage Date NWC”), (if anyii) or Indebtedness of the Panavision Group as of the Adjustment Time (“Panavision Estimated Closing Net Working Capital Shortage Date Indebtedness”), (if anyiii) for all applicable Specified Purchased Entities (in the aggregate, in the case Cash and Cash Equivalents of the First Transaction Panavision Group as of the Adjustment Time, less $15,000,000 (such resulting amount, which may be negative, “Panavision 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 StatementDate Cash”) and (iiiv) Panavision Transaction Expenses that are unpaid as of the Adjustment Time (“Panavision Estimated Closing Date Unpaid Transaction Expenses”) and (v) the applicable Panavision Capex Shortfall, if any (the “Panavision Estimated Closing IndebtednessCapex Shortfall”), in each case, including appropriate backup documentation calculated in accordance with the second paragraph of Section 3.10(a); and (b) SIM shall deliver to support such amounts. Any Acquiror a written statement signed by the Chief Financial Officer of SIM (together with the Panavision Estimated Closing Statement, the “Estimated Closing Statements”) setting forth (x) its good faith estimate of (i) the Net Working Capital Overage of the SIM Group as of the Adjustment Time (in “SIM Estimated Closing Date NWC”), (ii) Indebtedness of the aggregateSIM Group as of the Adjustment Time (“SIM Estimated Closing Date Indebtedness”), (iii) Cash and Cash Equivalents of the SIM Group as of the Adjustment Time (such resulting amount, which may be negative, “SIM Estimated Closing Date Cash”), (iv) SIM Transaction Expenses that are unpaid as of the Adjustment Time (“SIM Estimated Closing Date Unpaid Transaction Expenses”) and (v) the SIM Capex Shortfall, if applicable) or any (the “SIM Estimated Closing Cash Overage (Capex Shortfall”), in each case, calculated in accordance with the aggregatesecond paragraph of Section 3.10(a); provided, if applicable) set forth in that each of the Companies shall review any comments to the applicable Estimated Closing Statement shall increase provided by Acquiror prior to the amount paid by Growth Partners at the applicable Closing and consider, in good faith, 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 changes proposed by Acquiror to the applicable Estimated Closing Statement (it being understood and agreed that (x) in no event shall reduce the amount payable foregoing delay or otherwise affect a party’s obligation to effect the Closing when required pursuant to this Agreement and (y) from and after the Closing, the exclusive remedy with respect to, and the sole right to dispute, the applicable Sellers at the applicable Closing, Estimated Closing Statement (and any determinations or calculations contained therein) shall be as set forth in each case, pursuant to Section 3.1 hereof (the amount 3.10). For purposes of such increase any determinations or decrease calculations with respect to the First TransactionSIM Group pursuant to this Section 3.9 or Section 3.10 that involve amounts denominated in Canadian dollars, such amounts shall be converted into U.S. dollars by using the “First Transaction Estimated Closing Payment”, and with respect average exchange rate as published in The Wall Street Journal for each of the three (3) Business Days ending on the third (3rd) Business Day prior to the Second Transaction, the “Second Transaction Estimated Closing Payment”)Closing.