Estimated Company Closing Balance Sheet and Estimated Company Closing Statement. Seller has prepared and provided to Parent within one (1) Business Day prior to the Closing Date an estimated consolidated balance sheet of the Company and its Subsidiaries as of the Reference Time (the “Estimated Company Closing Balance Sheet”), together with a written statement (the “Estimated Company Closing Statement”) setting forth in reasonable detail its good faith estimated calculation of the Company Net Working Capital (the “Estimated Company Net Working Capital”), together with copies of Payoff Letters for all Funded Indebtedness and Transaction Expense Invoices for all Company Transaction Expenses. The Estimated Company Closing Balance Sheet and the Estimated Company Closing Statement, in each case, will be prepared in accordance with the Company Accounting Principles and the definitions of Company Net Working Capital herein. Following the date hereof, Seller shall provide Parent and its representatives reasonable access to the work papers and other books and records of the Company and its Subsidiaries for purposes of assisting Parent and its representatives in their review of the Estimated Company Closing Balance Sheet and the Estimated Company Closing Statement.
Estimated Company Closing Balance Sheet and Estimated Company Closing Statement. Seller shall prepare and provide to Holdings no later than three (3) Business Days prior to the Closing Date an estimated consolidated balance sheet of the Company and its Subsidiaries as of the Reference Time (the “Estimated Company Closing Balance Sheet”), together with a written statement (the “Estimated Company Closing Statement”) setting forth in reasonable detail its good faith estimated calculations of the Company Closing Cash Amount, Company Closing Debt Amount, the Company Net Working Capital, the Final Reference Amount, the Company Transaction Expenses, and the Purchase Price and the Rollover Ratio calculated based on such estimates together with copies of Payoff Letters for all Refinancing Indebtedness and Transaction Expense Invoices for all Company Transaction Expenses. The Estimated Company Closing Balance Sheet and the Estimated Company Closing Statement will be prepared in accordance with the Company Accounting Principles and the definitions of Company Closing Cash Amount, Company Closing Debt Amount, Company Net Working Capital, the Final Reference Amount, the Company Transaction Expenses, the Purchase Price and the Rollover Ratio herein. The Purchase Price payable at the Closing pursuant to Section 2.2(b) (the “Estimated Purchase Price”) shall be calculated using the Estimated Company Closing Statement (subject to any adjustments contemplated by the final sentence of this Section 2.4(a)) and the amounts reflected thereon). Following the delivery of the Estimated Company Closing Balance Sheet and the Estimated Company Closing Statement, Seller shall provide Holdings and its representatives reasonable access to the work papers and other books and records of the Company and its Subsidiaries for purposes of assisting Holdings and its representatives in their review of the Estimated Company Closing Balance Sheet and the Estimated Company Closing Statement. The foregoing calculations of the Company Closing Cash Amount, Company Closing Debt Amount, the Company Net Working Capital, the Final Reference Amount, the Company Transaction Expenses, the Purchase Price and the Rollover Ratio shall be subject to the reasonable review of Holdings. If Holdings notifies Seller at any time prior to the Closing of any reasonable objections with respect to any component of such calculations, then Holdings and Seller shall work in good faith to revise such calculations as necessary to resolve Holdings’ objections such that the calculations are consistent with th...
