Common use of Pre-Closing Deliveries Clause in Contracts

Pre-Closing Deliveries. At least three (3) business days prior to the Closing Date, the Company will deliver to the Buyer (i) a certificate signed by an executive officer of the Company (the “Estimated Purchase Price Certificate”) setting forth (A) the Company’s best estimate of the Closing Cash and (B) a calculation of the Closing Purchase Price based thereon; (ii) a certificate signed by an executive officer of the Company (“Closing Indebtedness Certificate”) setting forth the amount of Closing Indebtedness and attaching each payoff letter from each holder of Closing Indebtedness (A) indicating the amount required to discharge such indebtedness at Closing, and (B) including, if such indebtedness is secured by any Liens, an obligation to release such Liens upon receipt of the stated payoff amount; (iii) a certificate signed by an executive officer of the Company (the “Sellers’ Expense Certificate”) setting forth the amount of the Sellers’ Expenses as of the Closing, the payees of such Sellers’ Expenses and wire transfer instructions for such payees; and (iv) a certificate signed by an executive officer of the Company (the “Payment Certificate”) setting forth the cash amount payable at Closing to each Seller and wire instructions therefor and the proportion in which the Stock Consideration shall be allocated to each Seller, in each case in a form reasonably acceptable to the Buyer and, upon request by the Buyer, the supporting documentation therefor.

Pre-Closing Deliveries. At least three two (32) business days prior to the Closing DateClosing, the Company will deliver furnish to the Buyer Purchaser (i) a certificate signed by an executive officer of the Company (the “Estimated Purchase Price Certificate”) setting forth the Seller’s (A) good faith estimated Closing Working Capital, including an itemization of the Company’s best estimate components of Closing Working Capital, (B) good faith estimated Unrecognized Revenue Amount, (C) the amount of the Assumed Liabilities existing as of the Closing, (D) Indebtedness existing as of the Closing Cash and specifying whether such Indebtedness is Assumed Indebtedness or Repaid Indebtedness, and (BE) a good faith estimated calculation of the Acquisition Consideration and the Closing Purchase Price based thereon; thereon (the “Estimated Closing Purchase Price Certificate”), (ii) a certificate signed by an executive officer of the Company (“Closing Indebtedness Certificate”) setting forth the amount of Closing Indebtedness and attaching each payoff letter from each holder of Closing Repaid Indebtedness (A) indicating the amount required to discharge in full such indebtedness Repaid Indebtedness at Closing, and (B) includingClosing and, if such indebtedness Repaid Indebtedness is secured by any Lienssecured, an obligation undertaking by such holder to release discharge at Closing any Liens securing such Liens upon receipt of the stated payoff amount; Repaid Indebtedness, (iii) a certificate signed by an executive officer of the Company (the “Sellers’ Expense Certificate”) setting forth the amount of the Sellers’ Expenses as of the Closing, the payees of such Sellers’ Expenses final xxxx and wire transfer instructions for such payees; from each payee of any portion of the Seller Expenses, and (iv) a certificate signed by an executive officer the Seller that provides a correct breakdown by recipient and amount of all Seller Bonuses, all of the Company foregoing items (the “Payment Certificate”i) setting forth the cash amount payable at Closing to each Seller through (iv) in form and wire instructions therefor and the proportion in which the Stock Consideration shall be allocated to each Seller, in each case in a form reasonably acceptable substance satisfactory to the Buyer and, upon request by the Buyer, the supporting documentation thereforPurchaser.

Pre-Closing Deliveries. At least three (3) business days prior to the Closing DateClosing, the Company Seller will deliver furnish to the Buyer Buyer: (i) a certificate signed by an executive officer of the Company (the “Estimated Closing Purchase Price Certificate”) setting forth (A) the Company’s best a good faith estimate of each of the Estimated Closing Cash Cash, Closing Indebtedness and Estimated Closing Working Capital, and (B) a calculation of the Estimated Closing Purchase Price based thereon; (ii) a certificate signed by an executive officer of the Company (“Closing Indebtedness Certificate”) setting forth the amount of Closing Indebtedness and attaching each payoff letter from each holder of Closing Indebtedness (A) indicating the amount required to discharge such indebtedness at Closing, and (B) includingthe Closing and, if any such indebtedness Closing Indebtedness is secured by any Lienssecured, an obligation undertaking by each such holder to release discharge any Liens securing any portion of such Liens upon receipt of the stated payoff amountindebtedness; (iii) a certificate signed by an executive officer of the Company (the “Sellers’ Expense Certificate”) setting forth the amount of the Sellers’ Expenses as of the Closing, the payees of such Sellers’ Expenses final bills and wire transfer instructions for such payeesfrom each payee of any portion of the Seller’s Expenses; and (iv) a certificate signed schedule that provides a breakdown by an executive officer recipient and amount of all Closing Sale Bonuses and by recipient and maximum eligible amount of all Earnout Sale Bonuses (the Earnout Sale Bonuses set forth on such schedule assume the full amount of the Company Earnout Payment is earned and actually received by the Seller); and (v) a flow of funds memorandum (the “Payment CertificateFunds Flow”) setting that sets forth the cash amount payable at Closing to each Seller applicable payees and wire instructions therefor and for all amounts payable under Section 1.4. Consummation of the proportion in which the Stock Consideration Closing shall not be allocated deemed to each Seller, in each case in a form reasonably acceptable to the Buyer and, upon request by constitute the Buyer, ’s acceptance of the supporting documentation thereforamounts described in the Estimated Closing Purchase Price Certificate or the Seller’s calculation thereof for purposes of the final determination of Closing Purchase Price except as otherwise provided by Section 1.5(g).

Pre-Closing Deliveries. At least three (3) business days prior to On the Closing Datedate hereof, the Company will deliver furnish to the Buyer (i) a certificate signed executed by an executive officer of the Company setting forth in reasonable detail (A) the Company’s good faith estimate of Closing Working Capital (the “Estimated Closing Working Capital”), including an itemization of the components thereof; (B) the Company’s good faith estimate of Purchased Cash (the “Estimated Purchased Cash”), Closing Company Indebtedness (the “Estimated Closing Company Indebtedness”), Closing ESOT Indebtedness, if any (the “Estimated Closing ESOT Indebtedness”), Transaction Expenses (the “Estimated Transaction Expenses”), and Accrued Bonuses (the “Estimated Accrued Bonuses”); and (C) the Company’s calculation of the Closing Purchase Price based thereon (the “Estimated Purchase Price Certificate”) setting forth (A) the Company’s best estimate of the Closing Cash and (B) a calculation of the Closing Purchase Price based thereon); (ii) a certificate signed by an executive officer of payoff letter, in form and substance satisfactory to the Company (“Closing Indebtedness Certificate”) setting forth the amount of Closing Indebtedness and attaching each payoff letter Buyer, from each holder of Closing Company Indebtedness (A) or Closing ESOT Indebtedness, if any, indicating the amount required to discharge in full such indebtedness Closing Company Indebtedness or Closing ESOT Indebtedness, if any, at Closing, and (B) includingClosing and, if such indebtedness Closing Company Indebtedness or Closing ESOT Indebtedness, if any, is secured by any Lienssecured, an obligation undertaking by such holder to release discharge at Closing any Liens securing such Liens upon receipt of the stated payoff amountClosing Company Indebtedness or Closing ESOT 11552395v19 Indebtedness, if any; and (iii) a certificate signed by an executive officer of the Company (the “Sellers’ Expense Certificate”) setting forth the amount of the Sellers’ Expenses as of the Closing, the payees of such Sellers’ Expenses final bill and wire transfer instructions for such payees; and (iv) a certificate signed by an executive officer from each payee of any portion of the Company (the “Payment Certificate”) setting forth the cash amount payable at Closing to each Seller and wire instructions therefor and the proportion in which the Stock Consideration shall be allocated to each Seller, in each case in a form reasonably acceptable to the Buyer and, upon request by the Buyer, the supporting documentation thereforTransaction Expenses.