Common use of Estimated Closing Statements Clause in Contracts

Estimated Closing Statements. (i) Not later than two Business Days prior to the Closing Date, Oryx shall deliver to the Plains Parents a written 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 (the “Estimated Oryx Closing Working 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 Oryx and the Plains Parents 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 Oryx Closing Working Capital shall be the amount set forth in the 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 Working Capital”) calculated in accordance with Exhibit J-2, together with reasonable supporting documentation. Oryx shall 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 set forth in the estimate provided by the Plains Parents pursuant to this Section 3.5(a)(ii), adjusted for any questions, comments or disputes raised by Oryx with which the Plains Parents agree.

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) Not later than two Business Days prior 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 the support such amounts. Any Estimated Closing Date, Oryx shall deliver to the Plains Parents a written 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 Net Working Capital Overage (the “Estimated Oryx Closing Working 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 Oryx and the Plains Parents 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 questionaggregate, comment if applicable) or dispute remains unresolved as of Estimated Closing Cash Overage (in the Closing Dateaggregate, the Estimated Oryx Closing Working Capital shall be the amount if applicable) set forth in the estimate provided applicable Estimated Closing Statement shall increase the amount paid by Oryx pursuant to this Section 3.5(a)(i), adjusted for Growth Partners at the applicable Closing and any questions, comments or disputes raised by the Plains Parents with which Oryx agrees. (ii) Not later than two Business Days prior to the Estimated 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 Net Working Capital Shortage (the “Estimated Plains Closing Working Capital”) calculated in accordance with Exhibit J-2, together with reasonable supporting documentation. Oryx shall 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 questionaggregate, comment if applicable) or dispute remains unresolved as of Estimated Closing Cash Shortage (in the Closing Dateaggregate, the Estimated Plains Closing Working Capital shall be the amount if applicable) set forth in the estimate provided by applicable Estimated Closing Statement shall reduce the Plains Parents amount payable to the applicable Sellers at the applicable Closing, in each case, pursuant to this Section 3.5(a)(ii3.1 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”), adjusted for any questions, comments or disputes raised by Oryx with which the Plains Parents agree.

Estimated Closing Statements. (i) Not later than two three (3) Business Days prior to the Closing DateClosing, Oryx shall deliver the Seller Representative will cause to the Plains Parents be delivered to Purchaser 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 (the “Estimated Oryx HB Closing Working CapitalStatement”) 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 (i) the Estimated Oryx Closing Working Capital, and Oryx and the Plains Parents will work together in good faith to resolve any questions, comments or disputes related to such statement; provided, however, that in estimate of the event any such question, comment or dispute remains unresolved Net Working Capital of the HB Target Companies as of the Closing Date(the “Estimated HB Net Working Capital”), including the resulting Estimated Net Working Capital Overage of the HB Target Companies, if any, or the Estimated Oryx Closing Net Working Capital shall Shortfall of the HB Target Companies, if any, together with a reasonably detailed explanation of the calculation thereof, (ii) the Company Transaction Expenses of the HB Target Companies (including the amounts payable to each applicable Person) to be paid as of the amount set forth 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 estimate provided by Oryx pursuant portion of the HB Purchase Price to this Section 3.5(a)(i), adjusted for any questions, comments or disputes raised by the Plains Parents with which Oryx agreesbe paid to each HB Seller. (ii) Not later than two three (3) Business Days prior to the Closing DateClosing, the Plains Parents shall deliver Seller Representative will cause to Oryx be delivered to Purchaser a written closing 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 RHA Closing Working CapitalStatement” and together with the Estimated HB Closing Statement, the “Estimated Closing Statements”) calculated in accordance with Exhibit J-2, together with reasonable supporting documentation. Oryx shall have the opportunity to review and comment on the statement setting forth (i) 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 estimate of the event any such question, comment or dispute remains unresolved Net Working Capital of the RHA Target Companies as of the Closing Date(the “Estimated RHA Net Working Capital”), including the resulting Estimated Net Working Capital Overage of the RHA Target Companies, if any, or the Estimated Plains Closing Net Working Capital Shortfall of the RHA Target Companies, if any, together with a reasonably detailed explanation of the 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 Net Working Capital shall be determined in good faith and in accordance with GAAP on a basis consistent with the amount preparation of Annex C. The effective time of the Closing for purposes of calculating the Estimated Net Working Capital and the Closing Net Working Capital shall be 11:59 p.m. on 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 and the sample calculation of the Net Working Capital as set forth in the estimate provided by the Plains Parents pursuant to this Section 3.5(a)(ii), adjusted for any questions, comments or disputes raised by Oryx with which the Plains Parents agree.on Annex C.

Estimated Closing Statements. Not less than three (i3) Not later Business Days prior to the Closing Date and in no event more than two ten (10) Business Days prior to the Closing Date, Oryx : (a) Panavision shall deliver to the Plains Parents Acquiror a written statement which shall set signed by the Chief Financial Officer of Panavision (“Panavision Estimated Closing Statement”) setting forth in reasonable detail (x) its good faith estimate of (i) the calculation and Oryx’s good-faith estimate, based on information then available to Oryx, of Oryx Closing Net Working Capital of the Panavision Group as of the Adjustment Time (“Panavision Estimated Closing Date NWC”), (ii) Indebtedness of the Panavision Group as of the Adjustment Time (“Panavision Estimated Closing Date Indebtedness”), (iii) Cash and Cash Equivalents of the Panavision Group as of the Adjustment Time, less $15,000,000 (such resulting amount, which may be negative, “Panavision Estimated Closing Date Cash”) and (iv) Panavision Transaction Expenses that are unpaid as of the Adjustment Time (“Panavision Estimated Closing Date Unpaid Transaction Expenses”) and (v) the Panavision Capex Shortfall, if any (the “Panavision Estimated Oryx Closing Working CapitalCapex Shortfall”) ), in each case, calculated in accordance with Exhibit J-1, the second paragraph of Section 3.10(a); and (b) SIM shall deliver to Acquiror a written statement signed by the Chief Financial Officer of SIM (together with reasonable supporting documentation. The Plains Parents shall have the opportunity to review and comment on Panavision Estimated Closing Statement, the statement “Estimated Closing Statements”) setting forth the Estimated Oryx Closing Working Capital, and Oryx and the Plains Parents will work together in (x) its good faith to resolve estimate of (i) the Net Working Capital of the SIM Group as of the Adjustment Time (“SIM Estimated Closing Date NWC”), (ii) Indebtedness of the SIM 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 any questions(the “SIM Estimated Capex Shortfall”), comments or disputes related to such statementin each case, calculated in accordance with the second paragraph of Section 3.10(a); provided, however, that in the event any such question, comment or dispute remains unresolved as each of the Companies shall review any comments to the applicable Estimated Closing DateStatement provided by Acquiror prior to the Closing and consider, in good faith, any changes proposed by Acquiror to the applicable Estimated Closing Statement (it being understood and agreed that (x) in no event shall the 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 Estimated Oryx Closing Working Capital Statement (and any determinations or calculations contained therein) shall be the amount as set forth in Section 3.10). For purposes of any determinations or calculations with respect to the estimate provided by Oryx SIM Group pursuant to this Section 3.5(a)(i)3.9 or Section 3.10 that involve amounts denominated in Canadian dollars, adjusted such amounts shall be converted into U.S. dollars by using the average exchange rate as published in The Wall Street Journal for any questions, comments or disputes raised by each of the Plains Parents with which Oryx agrees. three (ii3) Not later than two Business Days ending on the third (3rd) Business Day 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 Working Capital”) calculated in accordance with Exhibit J-2, together with reasonable supporting documentation. Oryx shall 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 set forth in the estimate provided by the Plains Parents pursuant to this Section 3.5(a)(ii), adjusted for any questions, comments or disputes raised by Oryx with which the Plains Parents agreeClosing.

Estimated Closing Statements. No fewer than five (i5) Not later than two Business Days before the anticipated Closing Date, B▇▇▇▇ H▇▇▇▇▇ shall prepare in good faith and deliver to Cactus a written statement, which shall include B▇▇▇▇ H▇▇▇▇▇’▇ good faith calculation of the Estimated Working Capital, Estimated Working Capital Overage Amount (if any), Estimated Working Capital Underage Amount (if any), Estimated Capital Expenditure Underage Amount (if any), Estimated Cash Amount, Estimated Debt Amount, Estimated Transaction Expenses, and the resulting Estimated Payment Amount (the “Estimated Closing Statement”). Cactus will be entitled to review and comment upon the Estimated Closing Statement and B▇▇▇▇ H▇▇▇▇▇’▇ calculation of Estimated Working Capital, Estimated Working Capital Overage Amount (if any), Estimated Working Capital Underage Amount (if any), Estimated Capital Expenditure Underage Amount (if any), Estimated Cash Amount, Estimated Debt Amount, Estimated Transaction Expenses, and the resulting Estimated Payment Amount after the delivery thereof and prior to the Closing. B▇▇▇▇ H▇▇▇▇▇ will consider in good faith any such comments and may (but is not required to) revise the Estimated Closing Statement prior to the Closing Date, Oryx shall deliver to the Plains Parents a written 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 (the “Estimated Oryx Closing Working 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 Oryx and the Plains Parents will work together in good faith to resolve any questions, comments or disputes related to reflect such statementcomments; provided, however, that in no event shall such consultation or the event any such question, comment or dispute remains unresolved as delivery of the Estimated Closing Date, Statement be deemed to constitute the Estimated Oryx Closing Working Capital shall be agreement of Cactus to any of the amount estimates or amounts set forth in the estimate provided by Oryx pursuant to this Section 3.5(a)(i)Estimated Closing Statement, adjusted for any questions, comments and in no way shall the delivery of the Estimated Closing Statement or disputes raised by the Plains Parents with which Oryx agrees. (ii) Not later than two Business Days prior to consummation of the Closing Date, be construed as a waiver by Cactus of its rights under Section 3.6. B▇▇▇▇ H▇▇▇▇▇ shall prepare 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 Estimated Closing Working Capital (the “Estimated Plains Closing Working Capital”) calculated Statement in accordance with Exhibit J-2, together with reasonable supporting documentation. Oryx shall have the opportunity to review terms 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 provisions of the Closing DateAgreement, including the Estimated Plains Closing Working Capital shall be the amount set forth in the estimate provided by the Plains Parents pursuant to this Section 3.5(a)(ii), adjusted for any questions, comments or disputes raised by Oryx with which the Plains Parents agreeTransaction Accounting Principles.