Common use of Initial Closing Statement Clause in Contracts

Initial Closing Statement. At least five (5) days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Initial Closing Statement”) of the Company signed by an officer of the Company certifying as to the accuracy and completeness (or, in the case of an estimate, the completeness and good faith nature of such estimate and providing the calculation thereof) of: (i) the estimated Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (ii) the estimated Working Capital (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto as Exhibit C), and any Estimated Working Capital Surplus or Estimated Working Capital Deficiency, as the case may be, together with a description and the amount of each element thereof; (iii) the estimated Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iv) the estimated aggregate Sellers Transaction Expenses (the “Estimated Sellers Transaction Expenses”), together with a description and the amount of each element thereof; and (v) as of the Closing Date and immediately prior to the Closing: (A) (i) a true and complete list of the record and beneficial holders of issued and outstanding Shares, number of Shares held by each Seller and the respective certificate numbers thereof; and (ii) a true and complete list of all outstanding Company Options and Company Warrants, including the name of the Person to whom such Company Options and/or Company Warrant has been issued and whether such Person was an employee of the Company at the time of such issuance, the number of shares of Company Common Stock issuable upon the exercise of such Company Option and/or Company Warrant, the per share exercise price for each Company Option and Company Warrant, and whether such Company Options are vested or unvested and the remaining vesting terms thereof; and (B) the following amounts, calculated in accordance with applicable Law, the Company Organizational Documents, and all other Contract requirements of the Company as of the Closing Date and immediately prior to the Closing: (i) the Company’s calculation of the Option Consideration; (ii) the Exercise Amount for each In-the-Money Option; (iii) the portion of the Cash Closing Payment payable to the Optionholder, which shall be equal to the Optionholder’s Consideration Percentage Interest of the Cash Closing Payment; (iv) the Company’s calculation of the Warrant Consideration; (v) the Exercise Amount for each Company Warrant; (vi) the Warrant Purchase Price payable for each Company Warrant; (vii) the Adjusted Cash Purchase Price; (viii) the Net Cash Purchase Price; (ix) the Cash Closing Payment; (x) each Seller’s and the Optionholder’s respective Consideration Percentage Interest; (xi) each Seller’s portion of the Cash Closing Payment, which shall be equal to such Seller’s Consideration Percentage Interest of the Cash Closing Payment; (xii) each Seller’s portion of the Cash Closing Payment reflecting, in the case of Star2Star Holdings only, the reduction by an amount equal to the employer portion of any payroll, social security, unemployment and similar Taxes related to the Star2Star Holdings Options; (xiii) the Aggregate Exercise Amount; and (xiv) the number of shares of BFHL Closing Stock Consideration to be issued to BFHL, the number of shares of Star2Star Holdings Closing Stock Consideration to be issued to Star2Star Holdings and the number of shares of Optionholder Closing Stock Consideration to be issued to the Optionholder. The Initial Closing Statement shall be subject to reasonable review and comment by Bxxxx. During the preparation of the Initial Closing Statement, the Company shall timely provide Buyer with such schedules and data with respect to the determination of the Initial Closing Statement as may be reasonably appropriate to support the calculations and estimates contained therein, along with any such other documents that Buyer may reasonably request related to such determination.

Initial Closing Statement. At least five three (53) days Business Days prior to the anticipated Closing Date, the Company shall deliver have delivered to Buyer a certificate written statement (the “Initial Closing Statement”) of the Company signed by an officer of the Company certifying as to the accuracy and completeness (or, in the case of an estimate, the completeness and good faith nature of such estimate and providing the calculation thereof) ofsetting forth: (i) An estimated balance sheet of the estimated Company as of the close of business on the day immediately prior to the Closing Cash Date, reflecting thereon the Company’s estimate of all balance sheet items of the Company (the “Estimated Closing CashBalance Sheet”), together with a description and the amount of each element thereof; (ii) the estimated Working Capital (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto as Exhibit C), and any Estimated Working Capital Surplus or Estimated Working Capital Deficiency, as the case may be, together with a description and the amount good-faith estimate of each element thereof; (iii) the estimated Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iii) a good-faith estimate of Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (iv) a good-faith estimate of the estimated aggregate Sellers Seller Transaction Expenses (the “Estimated Sellers Seller Transaction Expenses”), together with a description and the amount of each element thereof; and​ ​ (v) as the resulting calculation of the Closing Date and immediately prior to Adjusted Purchase Price; and (vi) the Closing: Distribution Methodology, which Distribution Methodology shall include (A) the amounts of the Adjusted Purchase Price and Milestone Payments, if any, allocated to each Seller in accordance with such Seller’s Pro Rata Portion and (B) the amounts of any required withholding (if any) with respect to each Seller. The Estimated Closing Balance Sheet, Estimated Company Debt and Estimated Closing Cash shall be prepared (i) in accordance with GAAP, consistently applied (except no footnotes shall be required), and using the same GAAP accounting principles, practices, methodologies and policies that were used to prepare the Financial Statements, provided that in the event of a true conflict between GAAP and complete list of consistent application thereof in the record and beneficial holders of issued and outstanding SharesFinancial Statements, number of Shares held by each Seller and the respective certificate numbers thereof; GAAP shall prevail and (ii) a true and complete list of all outstanding Company Options and Company Warrants, including the name of the Person to whom such Company Options and/or Company Warrant has been issued and whether such Person was an employee of the Company at the time of such issuance, the number of shares of Company Common Stock issuable upon the exercise of such Company Option and/or Company Warrant, the per share exercise price for each Company Option and Company Warrant, and whether such Company Options are vested or unvested and the remaining vesting terms thereof; and (B) the following amounts, calculated in accordance with the Company Governing Documents and any other Contract containing terms and conditions applicable Lawto any payments to be made at Closing in connection with this Agreement, the Company Organizational Documents, and all other Contract requirements of the Company as of the Closing Date and immediately prior to the Closing: (i) the Company’s calculation of the Option Consideration; (ii) the Exercise Amount for each In-the-Money Option; (iii) the portion of the Cash Closing Payment payable to the Optionholder, which shall be equal to the Optionholder’s Consideration Percentage Interest of the Cash Closing Payment; (iv) the Company’s calculation of the Warrant Consideration; (v) the Exercise Amount for each Company Warrant; (vi) the Warrant Purchase Price payable for each Company Warrant; (vii) the Adjusted Cash Purchase Price; (viii) the Net Cash Purchase Price; (ix) the Cash Closing Payment; (x) each Seller’s Ancillary Agreements and the Optionholder’s respective Consideration Percentage Interest; (xi) each Seller’s portion of the Cash Closing Payment, which shall be equal to such Seller’s Consideration Percentage Interest of the Cash Closing Payment; (xii) each Seller’s portion of the Cash Closing Payment reflecting, in the case of Star2Star Holdings only, the reduction by an amount equal to the employer portion of any payroll, social security, unemployment transactions contemplated hereby and similar Taxes related to the Star2Star Holdings Options; (xiii) the Aggregate Exercise Amount; and (xiv) the number of shares of BFHL Closing Stock Consideration to be issued to BFHL, the number of shares of Star2Star Holdings Closing Stock Consideration to be issued to Star2Star Holdings and the number of shares of Optionholder Closing Stock Consideration to be issued to the Optionholderthereby. The Initial Closing Statement (including the Distribution Methodology) shall be subject to reasonable review and comment accompanied by Bxxxx. During a certificate of the preparation of Company’s Chief Executive Officer certifying that (i) the Initial Closing StatementStatement has been prepared, and all calculations of Estimated Company Debt, Estimated Closing Cash and Estimated Seller Transaction Expenses in the Company Initial Closing Statement have been made, in good faith in accordance with this Agreement and (ii) the Distribution Methodology is true, complete and correct in all respects on and as of the Closing Date. Buyer shall timely provide Buyer with such schedules and data with respect be entitled to the determination of rely on the Initial Closing Statement as may be reasonably appropriate the true, correct, complete and definitive calculation of all amounts payable by Buyer pursuant to support this Agreement at the calculations Closing and estimates contained thereinthereafter (including each Seller’s share of the Adjusted Purchase Price payable at Closing), along and in no event shall Buyer or any of its Affiliates (including, after the Closing, the Company) have any liability to any Seller, any of their respective Affiliates or any other Person in respect of payments made at Closing or following the Closing in accordance with any such other documents that Buyer may reasonably request related to such determinationthe terms of this Agreement as set forth on the Initial Closing Statement (including the Distribution Methodology).

Initial Closing Statement. At least five three (53) days Business Days prior to the Closing Date, the Company shall deliver to Buyer a certificate (the “Initial Closing Statement”) of the Company signed by an officer of the Company certifying as to the accuracy and completeness (or, and in the case of an estimate, the completeness and good faith nature of such estimate and providing an illustration of the calculation thereof) calculation), in each case as of the Adjustment Time, of:: US-DOCS\102662145.20 (i) the estimated Net Working Capital (the “Estimated Net Working Capital”) (prepared in accordance with the Net Working Capital Schedule), and any Estimated Net Working Capital Surplus or Estimated Net Working Capital Deficiency, as the case may be, together with a description and the amount of each element thereof; (ii) the estimated Closing Indebtedness (the “Estimated Closing Indebtedness”) (prepared in accordance with the Indebtedness Schedule), together with a description and the amount of each element thereof; (iii) the estimated Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (iiiv) the estimated Working Capital Seller Transaction Expenses (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto as Exhibit C), and any Estimated Working Capital Surplus or Estimated Working Capital Deficiency, as the case may be, together with a description and the amount of each element thereof; (iii) the estimated Company Debt (the “Estimated Company DebtSeller Transaction Expenses”), together with a description and the amount of each element thereof; (ivv) the estimated aggregate Sellers Transaction Expenses (Company’s calculation of the “Estimated Sellers Transaction Expenses”)Adjusted Purchase Price, together with a description and the amount of each element thereof; and (vvi) as the amount of the Closing Date and immediately prior Adjusted Purchase Price to the Closing: (A) (i) a true and complete list of the record and beneficial holders of issued and outstanding Shares, number of Shares held by be paid to each Seller and the respective certificate numbers thereof; and (ii) a true and complete list of all outstanding Company Options and Company Warrants, including the name of the Person to whom such Company Options and/or Company Warrant has been issued and whether such Person was an employee of the Company at the time of such issuance, the number of shares of Company Common Stock issuable upon the exercise of such Company Option and/or Company Warrant, the per share exercise price for each Company Option and Company Warrant, and whether such Company Options are vested or unvested and the remaining vesting terms thereof; and (B) the following amounts, calculated Closing in accordance with applicable Law, the Company Organizational Documents, and all other Contract requirements of the Company as of the Closing Date and immediately prior to the Closing: (i) the Company’s calculation of the Option Consideration; (ii) the Exercise Amount for each In-the-Money Option; (iii) the portion of the Cash Closing Payment payable to the Optionholder, which shall be equal to the Optionholder’s Consideration Percentage Interest of the Cash Closing Payment; (iv) the Company’s calculation of the Warrant Consideration; (v) the Exercise Amount for each Company Warrant; (vi) the Warrant Purchase Price payable for each Company Warrant; (vii) the Adjusted Cash Purchase Price; (viii) the Net Cash Purchase Price; (ix) the Cash Closing Payment; (x) each Seller’s and the Optionholder’s respective Consideration Percentage Interest; (xi) each Seller’s portion of the Cash Closing Payment, which shall be equal to such Seller’s Consideration Percentage Interest of the Cash Closing Payment; (xii) each Seller’s portion of the Cash Closing Payment reflecting, in the case of Star2Star Holdings only, the reduction by an amount equal to the employer portion of any payroll, social security, unemployment and similar Taxes related to the Star2Star Holdings Options; (xiii) the Aggregate Exercise Amount; and (xiv) the number of shares of BFHL Closing Stock Consideration to be issued to BFHL, the number of shares of Star2Star Holdings Closing Stock Consideration to be issued to Star2Star Holdings and the number of shares of Optionholder Closing Stock Consideration to be issued to the OptionholderAllocation Certificate. The Initial Closing Statement shall be subject to reasonable Buyer’s review and comment by Bxxxx. During approval, which shall not be unreasonably withheld, conditioned or delayed, provided, however, that in the preparation event that Buyer’s approval is not received prior to the Closing, and all of the Initial other conditions to Buyer’s obligation to implement the Closing Statementcontained herein have otherwise been satisfied or waived, the Company Buyer shall timely provide Buyer with such schedules and data with respect be deemed to the determination of have approved the Initial Closing Statement as may initially delivered by the Company for all purposes of this Agreement and the Closing shall not be reasonably appropriate to support the calculations and estimates contained therein, along with any such other documents that Buyer may reasonably request related to such determinationdelayed or otherwise affected thereby.

Initial Closing Statement. At least five three Business Days (5but no earlier than seven Business Days) days prior to the Closing Date, the Company Xxxx shall deliver to Buyer a certificate (the “Initial Closing Statement”) of the Company Members signed by an officer of each of the Company Members certifying as to the accuracy and completeness (or, and in the case of an estimate, the completeness and good good-faith nature of such estimate and providing an illustration in reasonable detail of the calculation thereof) calculation), in each case as of the Adjustment Time, of: (i) the estimated Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (ii) the estimated Working Capital (the “Estimated Working Capital”) (prepared in accordance with the Working Capital Schedule attached hereto as Exhibit CAccounting Principles), and any Estimated Working Capital Surplus or Estimated Working Capital Deficiency, as the case may be, together with a description and the amount of each element thereof; (iiiii) the estimated Company Debt (the “Estimated Company Debt”), together with a description and the amount of each element thereof; (iii) the estimated Closing Cash (“Estimated Closing Cash”), together with a description and the amount of each element thereof; (iv) the estimated aggregate Sellers Seller Transaction Expenses (the “Estimated Sellers Seller Transaction Expenses”), together with a description and the amount of each element thereof; (v) the calculation of the Closing Cash Adjusted Purchase Price; and (vvi) as the amount of the Closing Date and immediately prior to the Closing: (A) (i) a true and complete list of the record and beneficial holders of issued and outstanding Shares, number of Shares held by each Closing Cash Adjusted Purchase Price to be paid to Seller and the respective certificate numbers thereof; and (ii) a true and complete list of all outstanding Company Options and Company Warrants, including the name of the Person to whom such Company Options and/or Company Warrant has been issued and whether such Person was an employee of the Company at the time of such issuance, the number of shares of Company Common Stock issuable upon the exercise of such Company Option and/or Company Warrant, the per share exercise price for each Company Option and Company Warrant, and whether such Company Options are vested or unvested and the remaining vesting terms thereof; and (B) any required withholding (if any) with respect to the following amounts, calculated in accordance with applicable LawSeller. Subject to Section 2.2(e), the Company Organizational Documents, and all other Contract requirements of the Company as of the Closing Date and immediately prior to the Closing: (i) the Company’s calculation of the Option Consideration; (ii) the Exercise Amount for each In-the-Money Option; (iii) the portion of the Cash Closing Payment payable to the Optionholder, which shall be equal to the Optionholder’s Consideration Percentage Interest of the Cash Closing Payment; (iv) the Company’s calculation of the Warrant Consideration; (v) the Exercise Amount for each Company Warrant; (vi) the Warrant Purchase Price payable for each Company Warrant; (vii) the Adjusted Cash Purchase Price; (viii) the Net Cash Purchase Price; (ix) the Cash Closing Payment; (x) each Seller’s and the Optionholder’s respective Consideration Percentage Interest; (xi) each Seller’s portion of the Cash Closing Payment, which shall be equal to such Seller’s Consideration Percentage Interest of the Cash Closing Payment; (xii) each Seller’s portion of the Cash Closing Payment reflecting, in the case of Star2Star Holdings only, the reduction by an amount equal to the employer portion of any payroll, social security, unemployment and similar Taxes related to the Star2Star Holdings Options; (xiii) the Aggregate Exercise Amount; and (xiv) the number of shares of BFHL Closing Stock Consideration to be issued to BFHL, the number of shares of Star2Star Holdings Closing Stock Consideration to be issued to Star2Star Holdings and the number of shares of Optionholder Closing Stock Consideration to be issued to the Optionholder. The Initial Closing Statement shall be subject to reasonable review and comment by Bxxxx. During the preparation Buyer, and Xxxx shall consider in good faith any such comments; provided that Xxxx’x good-faith determination thereof shall in all events control solely for purposes of submission of the Initial Closing Statement, the Company shall timely provide Buyer with such schedules and data with respect to the determination of the Initial Closing Statement as may be reasonably appropriate to support the calculations and estimates contained therein, along with any such other documents that Buyer may reasonably request related to such determination.