Common use of Estimated Statement Clause in Contracts

Estimated Statement. No later than five (5) Business Days prior to the anticipated Initial Closing Date, Seller shall deliver to ABG Purchaser a written statement setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein: (i) the aggregate amount of all Cash of each member of the Acquired Group to be transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of the Measurement Time (without giving effect to any cash dividends and distributions following the Initial Closing and prior to the Measurement Time), (ii) Indebtedness of each member of the Acquired Group to be transferred at the Initial Closing or otherwise included in Assumed Liabilities to be transferred at the Initial Closing, calculated as of immediately prior to the Initial Closing, (iii) Working Capital of the Business to be transferred at the Initial Closing, calculated as of the Measurement Time and (iv) Unpaid Company Transaction Expenses of each member of the Acquired Group transferred at the Initial Closing, together with a calculation of the Closing Date Purchase Price based on such amounts, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein, together with reasonable supporting detail therefor (the “Estimated Statement”); provided, however, that with respect to the foregoing clauses (i)-(iv), such items shall be prepared separately for the Sports Apparel Business, on the one hand, and the remainder of the Business to be transferred at the Initial Closing, on the other hand. Following delivery of the Estimated Statement, Seller shall, upon the written request of ABG Purchaser, promptly make financial records of Seller and its Affiliates to the extent reasonably related to the preparation of, or otherwise reasonably related to, the Estimated Statement available to ABG Purchaser and its Representatives in connection therewith (subject to the execution of customary work access letters if required by applicable accountants). ABG Purchaser shall have the opportunity to comment on and request reasonable changes to the foregoing estimates and calculations set forth in the Estimated Statement, and Seller shall consider in good faith any comments made by ABG Purchaser with respect to the calculations set forth in the Estimated Statement and, to the extent Seller agrees to any such comments, incorporate the same into the Estimated Statement; provided that, for the avoidance of doubt, absent manifest error, Seller shall have no obligation to agree to or incorporate any such comments into the Estimated Statement and in no event shall any review, comment or request on or in respect of the Estimated Statement by Purchaser, or any dispute related thereto, prevent or delay the Initial Closing.

Estimated Statement. No later Not less than five three (53) Business Days prior to the anticipated Initial Closing Date, Seller the Company shall deliver to ABG Purchaser the Buyer a written statement (the "Estimated Statement"), setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth hereincalculation of: (i) the aggregate amount of all Cash of each member of the Acquired Group to be transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of 12:01 a.m. Eastern Time on the Measurement Time Closing Date (without giving effect to any cash dividends and distributions following such estimate, the Initial Closing and prior to the Measurement Time"Estimated Cash"), ; (ii) Indebtedness the Net Working Capital as of each member of 12:01 a.m. Eastern Time on the Acquired Group to be transferred at Closing Date (such estimate, the Initial "Estimated Working Capital") and the resulting Closing or otherwise included in Assumed Liabilities to be transferred at Date Working Capital Adjustment Amount; (iii) the Initial Closing, calculated Company Debt outstanding as of immediately prior to the Initial ClosingClosing (such estimate, (iii) Working Capital of the Business to be transferred at the Initial Closing, calculated as of the Measurement Time "Estimated Company Debt"); and (iv) Unpaid Company Transaction the unpaid portion of the Selling Expenses as of the Closing (such estimate, the "Estimated Selling Expenses"), including the name of each member payee, the amount to be paid to each payee and wire transfer instructions for each payee. Three (3) Business Days prior to the Closing, the Company shall deliver to the Buyer customary payoff letters (the "Payoff Letters") executed by the lenders, agents or other applicable holders in respect of the Estimated Company Debt which is to be repaid pursuant to Section 2.2(c), which Payoff Letters will provide for (A) the payment in full of the underlying Company Debt and (B) the release and discharge, in full, of all guarantees and Liens in connection with such Company Debt relating to the assets and properties of the Acquired Group transferred at Companies that secure the Initial Closingobligations thereunder upon payment of the amounts due thereunder (and an undertaking by the applicable agents to thereupon file, together or permit the Company, the Buyer or their designees to file, all applicable UCC-3 termination statements, intellectual property security releases, mortgage releases or similar releases with a respect thereto). The Company's good faith calculation of Estimated Cash and Estimated Working Capital set forth in the Closing Date Purchase Price based on such amounts, in each case, determined and calculated Estimated Statement will be prepared in accordance with the Accounting Principles and the applicable definitions set forth herein, together with reasonable supporting detail therefor (the “Estimated Statement”); provided, however, that with respect to the foregoing clauses (i)-(iv), such items shall be prepared separately for the Sports Apparel Business, on the one hand, and the remainder of the Business to be transferred at the Initial Closing, on the other handMethodologies. Following the delivery of the Estimated Statement, Seller shall, upon the written request of ABG Purchaser, promptly Company shall cooperate with and make financial records of Seller available to the Buyer and its Affiliates to the extent representatives all information, records, data and working papers and personnel, as may be reasonably related to the preparation of, or otherwise reasonably related to, the Estimated Statement available to ABG Purchaser and its Representatives required in connection therewith (subject to with the execution analysis of customary work access letters if required by applicable accountants). ABG Purchaser shall have the opportunity to comment on and request reasonable changes to the foregoing estimates and calculations set forth in the Estimated Statement, and Seller shall consider in good faith any comments made by ABG Purchaser with respect to the calculations set forth in the Estimated Statement and, to the extent Seller agrees to any such comments, incorporate the same into the Estimated Statement; provided that, for the avoidance of doubt, absent manifest error, Seller shall have no obligation to agree to or incorporate any such comments into the Estimated Statement and the resolution of any dispute related to the Estimated Statement. Prior to Closing, the Parties shall cooperate in no event shall good faith to answer any review, comment or request on or questions and resolve any issues raised by the Buyer and its representatives in respect connection with their review of the Estimated Statement by Purchaser, or any dispute related thereto, prevent or delay the Initial ClosingStatement.

Estimated Statement. No later than five (5) Business Days prior to the anticipated Initial Closing Date, Seller shall deliver to ABG Purchaser a written statement setting forth its good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein: (i) the aggregate amount of all Cash of each member of the Acquired Group to be transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of the Measurement Time (without but giving effect to any cash dividends and distributions following the Initial Closing Measurement Time and prior to the Measurement TimeInitial Closing Date), (ii) Indebtedness of each member of the Acquired Group to be transferred at the Initial Closing or otherwise included in Assumed Liabilities to be transferred at the Initial Closing, calculated as of immediately prior to the Initial Closing, (iii) Working Capital of the Business to be transferred at the Initial Closing, calculated as of the Measurement Time and (iv) Unpaid Company Transaction Expenses of each member of the Acquired Group transferred at the Initial Closing, together with a calculation of the Closing Date Purchase Price based on such amounts, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein, together with reasonable supporting detail therefor (the “Estimated Statement”); provided, however, that with respect to the foregoing clauses (i)-(iv), such items shall be prepared separately for the Sports Apparel Business, on the one hand, and the remainder of the Business to be transferred at the Initial Closing, on the other hand. Following delivery of the Estimated Statement, Seller shall, upon the written request of ABG Purchaser, promptly make financial records of Seller and its Affiliates to the extent reasonably related to the preparation of, or otherwise reasonably related to, the Estimated Statement available to ABG Purchaser and its Representatives in connection therewith (subject to the execution of customary work access letters if required by applicable accountants). ABG Purchaser shall have the opportunity to comment on and request reasonable changes to the foregoing estimates and calculations set forth in the Estimated Statement, and Seller shall consider in good faith any comments made by ABG Purchaser with respect to the calculations set forth in the Estimated Statement and, to the extent Seller agrees to any such comments, incorporate the same into the Estimated Statement; provided that, for the avoidance of doubt, absent manifest error, Seller shall have no obligation to agree to or incorporate any such comments into the Estimated Statement and in no event shall any review, comment or request on or in respect of the Estimated Statement by Purchaser, or any dispute related thereto, prevent or delay the Initial Closing.

Estimated Statement. No later than five (5) At least three Business Days prior to before the anticipated Initial Closing DateClosing, Seller shall prepare and deliver to ABG Purchaser a written statement setting forth its Seller’s good faith estimate of each of the following, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein: (i) the aggregate amount of all Cash of each member of the Acquired Group to be transferred at the Initial Closing to the extent included in Purchased Assets, calculated as of the Measurement Time (without giving effect to any cash dividends and distributions following the Initial Closing and prior to the Measurement Time), (ii) Indebtedness of each member of the Acquired Group to be transferred at the Initial Closing or otherwise included in Assumed Liabilities to be transferred at the Initial Closing, calculated as of immediately prior to the Initial Closing, (iii) Working Capital of the Business to be transferred at the Initial Closing, calculated as of the Measurement Time and (iv) Unpaid Company Transaction Expenses of each member of the Acquired Group transferred at the Initial Closing, together with a calculation of the Closing Date Purchase Price based on such amounts, in each case, determined and calculated in accordance with the Accounting Principles and the applicable definitions set forth herein, together with reasonable supporting detail therefor (the “Estimated Statement”); provided, howeverwhich shall include, that with respect (A) the estimated amount of all Business Cash as of the Reference Time (the “Estimated Business Cash”) and the Business Cash Shortfall or Business Cash Surplus, as applicable, (B) the entity name in which such Business Cash is held and the location and bank account where all such Business Cash is held, (C) the estimated aggregate Business Debt as of the Reference Time (the “Estimated Business Debt”), (D) the estimated amount of all Business Debt owed to each such Target Company or Target Subsidiary lender as of immediately prior to the foregoing clauses Closing, specifying the principal, penalties, interest and premiums necessary to satisfy and discharge all obligations in respect thereof on the Closing Date, (i)-(ivE) a complete and correct list of each lender holding any such Business Debt, (F) an itemized list of each Business Transaction Expense, including the names and addresses of each Person to whom such expense was or is owed, (G) the estimated aggregate Business Transaction Expenses as of immediately prior to the Closing (the “Estimated Transaction Expenses”), such items shall be prepared separately for the Sports Apparel Business, on the one hand, and the remainder (H) an estimated balance sheet of the Business to be transferred at the Initial Closing, on the other hand. Following delivery Target Company and Target Subsidiaries as of the Closing Date (without giving effect to the transactions contemplated herein and excluding the 3DS Retained Business) (the “Estimated StatementClosing Balance Sheet”), Seller shall, upon (I) a certificate of the written request of ABG Purchaser, promptly make financial records Chief Financial Officer of Seller and its Affiliates to that the extent reasonably related to the preparation of, or otherwise reasonably related to, the Estimated Statement available to ABG Purchaser and its Representatives in connection therewith (subject to the execution of customary work access letters if required by applicable accountants). ABG Purchaser shall have the opportunity to comment on and request reasonable changes to the foregoing estimates and calculations items set forth in clauses (A) through (H) were prepared in accordance with the Accounting Convention, (J) wire instructions for each recipient of payment of Estimated Statement, Transaction Expenses or Estimated Business Debt; and Seller shall consider in good faith any comments made by ABG Purchaser with respect to (K) the calculations set forth in the Estimated Statement and, to the extent Seller agrees to any such comments, incorporate the same into the Estimated Statement; provided that, for the avoidance estimated amount of doubt, absent manifest error, Seller shall have no obligation to agree to or incorporate any such comments into the Estimated Statement and in no event shall any review, comment or request on or in respect all Business Taxes as of the Reference Time (the “Estimated Statement by Purchaser, or any dispute related thereto, prevent or delay the Initial ClosingBusiness Taxes”).