Pre-Closing Estimate. At least five Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement (the “Proposed Estimated Closing Statement”), consisting of (i) an estimated consolidated and combined balance sheet of the Transferred Companies as of the Closing Balance Sheet Date (giving effect to the Restructuring and the other transactions contemplated hereby to occur at or before the Closing (other than the sale and purchase of the Shares)), prepared on the basis of the most recently available month-end balance sheets for the Transferred Companies (with the information in such balance sheets revised to reflect changes since the date of such balance sheets), (ii) an estimated calculation in reasonable detail of the Closing Date Tangible Book Value derived from such balance sheet and (iii) a calculation of the amount payable pursuant to Section 1.2(b). Such balance sheet shall be in substantially the format of, and include the line items set forth in, the sample balance sheet attached hereto as Exhibit A (the “Sample Balance Sheet”). Seller shall give Buyer a reasonable opportunity to review and comment on the Proposed Estimated Closing Statement and shall provide Buyer with access to such information and personnel as Buyer may reasonably request in connection with such review and comment. Buyer shall provide any comments on the Proposed Estimated Closing Statement to Seller at least two Business Days prior to the Closing Date and the parties shall negotiate in good faith a resolution of any differences in the amounts stated in the Proposed Estimated Closing Statement. The Proposed Estimated Closing Statement prepared by Seller, as revised to reflect any revisions thereto agreed to by the parties, shall be the “Estimated Closing Statement,” and the calculation of the Closing Date Tangible Book Value set forth therein shall be the “Estimated Closing Date Tangible Book Value,” it being understood that if any differences between Seller and Buyer as to the Proposed Estimated Closing Statement are not resolved by the Closing Date, the Proposed Estimated Closing Statement prepared by Seller in good faith and revised by Seller to reflect any revisions thereto agreed to by the parties, but not any of Buyer’s comments not agreed to by Seller, shall be the Estimated Closing Statement. The Estimated Closing Statement shall be prepared in accordance with the accounting principles, practices and methodologies set forth in Schedule 1.4 (the “Applicable Accou...
Pre-Closing Estimate. No later than four (4) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Estimated Closing Statement”), certified by the Chief Financial Officer or Chief Executive Officer of the Company, setting forth (i) an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of 12:01 a.m. Pacific Time on the Closing Date and (ii) the Company’s good faith estimate of (A) Closing Working Capital (such estimate, “Estimated Closing Working Capital”), (B) Closing Indebtedness (such estimate, “Estimated Closing Indebtedness”), (C) Closing Cash (such estimate, “Estimated Closing Cash”) and (D) Unpaid Company Transaction Expenses (such estimate, “Estimated Unpaid Company Transaction Expenses”). The Company shall deliver supporting calculations and documentation of such calculations, in reasonable detail, concurrently with the delivery of such Estimated Closing Statement. The Company shall consult with Parent and its accountants with respect to the preparation of the Estimated Closing Statement and the Estimated Closing Statement shall be in form and substance reasonably satisfactory to Parent.
Pre-Closing Estimate. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Syneron the Working Capital Statement. The Company shall deliver all relevant backup materials, schedules and the illustration prepared for such purpose, in detail reasonably acceptable to Syneron, concurrently with the delivery of the Working Capital Statement. Based on such the Working Capital Statement and prior to the Closing Date, Syneron and the Company shall in good faith calculate an estimate of the Closing Working Capital (“Estimated Closing Working Capital”) to be used to determine the Initial Actual Cash Payment.
Pre-Closing Estimate. No later than three Business Days prior to the Closing Date, Seller shall deliver to Purchaser Seller’s good-faith estimate of the Closing Working Capital, such estimate to be prepared in accordance with (i) the same accounting principles and methods the Company has used to operate the Business and to produce the Financial Statements and (ii) the working capital illustration set forth on Schedule 2.07(a) (the “Specified Accounting Principles”). Seller shall deliver all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to Purchaser, concurrently with the delivery of such estimate. Prior to the Closing Date, Purchaser and Seller shall in good faith calculate an estimate of the Closing Working Capital (the “Estimated Closing Working Capital”) to be used to determine the Closing Date Payment.
Pre-Closing Estimate. No later than three Business Days prior to the Closing Date, Seller shall deliver to Purchaser, Seller’s good-faith estimate of the Closing Working Capital, such estimate to be prepared in accordance with (i) the same accounting principles and methods the Company has used to operate the Business and to produce the Acquired Company’s monthly balance sheets during the twelve months ended December 31, 2014 and (ii) the illustration set forth on Schedule 2.04(a) (the “Specified Accounting Principles”). Seller shall deliver all relevant backup materials, schedules and the illustration prepared as set forth above, in reasonable detail, concurrently with the delivery of such estimate. Based on such estimate and prior to the Closing Date, Purchaser and Seller shall in good faith calculate an estimate of the Closing Working Capital (the “Estimated Closing Working Capital”) to be used to determine the Aggregate Consideration.
Pre-Closing Estimate. At least two (2) Business Days prior to the Closing Date, the Company and Seller shall deliver to Purchaser, the Company’s estimates, along with reasonable supporting detail thereof, of the Closing Debt (the “Estimated Closing Debt”), the Closing Cash (the “Estimated Closing Cash”) and Unpaid Company Transaction Expenses (the “Estimated Unpaid Company Transaction Expenses”), such estimates to be prepared in good faith and in accordance with the policies, conventions, methodologies and procedures used by the Company in preparing its most recent unaudited Company Financial Statements. Based on such estimates and prior to Closing, Seller shall in good faith calculate estimates of such amounts to be used for purposes of determining the Estimated Initial Consideration for purposes of Closing.
Pre-Closing Estimate. Prior to the Closing, Seller delivered, or caused the Company to deliver, to Purchaser a worksheet (the “Pre-Closing Calculation”) setting forth, among other things, the Company’s estimate of the Purchase Price (the “Estimated Purchase Price”), including a presentation in reasonable detail of an estimate of the Base Purchase Price (the “Estimated Base Purchase Price”) and an estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), together with (i) calculations of Company Transaction Expenses as of the Closing Date (and wire instructions for the payment thereof) and Company Indebtedness. The parties acknowledge that the Estimated Base Purchase Price used for purposes of Closing is $351,452,538, the Estimated Closing Net Working Capital used for purposes of Closing is $0, and the Estimated Purchase Price used for purposes of Closing is $351,452,538, all as set forth on the Pre-Closing Calculation.
Pre-Closing Estimate. No later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Parent the Company’s good faith estimate of Closing Working Capital, such estimate to be based on the Company’s books and records and other information then available and prepared in accordance with the accounting principles and illustration set forth in Section 2.12(a) of the Company Disclosure Schedule (the “Specified Accounting Principles”). The Company shall deliver all relevant backup materials, schedules and the illustration prepared as set forth above, in detail reasonably acceptable to Parent, concurrently with the delivery of such estimate. Based on such estimate and prior to the Closing Date, Parent and the Company shall in good faith calculate an estimate of Closing Working Capital (“Estimated Closing Working Capital”) to be used to determine the Per Share Amount for purposes of Section 2.06.
Pre-Closing Estimate. Not less than two (2) Business Days prior to the Closing Date and in no event more than five (5) Business Days prior to the Closing Date, the Seller shall in good faith prepare a statement (the “Estimated Closing Statement”) setting forth the difference between Current Assets and Current Liabilities, determined as of the close of business on the last Business Day immediately prior to the Closing Date and on a basis consistent with GAAP (such difference, the “Estimated Working Capital Amount”). The Estimated Closing Statement shall be in reasonable detail and shall be accompanied by supporting documentation and work papers. If the Estimated Working Capital Amount as stated on the Estimated Closing Statement is less than zero, then the amount payable by Purchaser under Section 4.1(a) shall be reduced by an amount which is equal to an amount necessary to cause the Estimated Working Capital Amount to equal zero. If the Estimated Net Working Capital Amount as stated on the Estimated Closing Statement exceeds zero, then the amount payable by Purchaser under Section 4.1(a) shall be increased in an amount in cash equal to such excess. Notwithstanding the foregoing, neither party shall be required to make a payment hereunder unless the required payment exceeds $ 10,000, in which case the full amount of the payment shall be made (i.e., from the first dollar), and all calculations shall be made without duplication for any Indebtedness paid off at or immediately prior to the Closing pursuant to Section 9.2(h). The amount due from Seller or Purchaser, as applicable, is referred to as the “Estimated Working Capital True-Up.”
Pre-Closing Estimate. The Parties agree that Schedule 3.04(a) attached hereto (the “Closing Statement”) accurately sets forth (i) an unaudited consolidated balance sheet of the Company and the Company Subsidiaries as of March 31, 2022 and (ii) the Company’s good faith estimates, as of May 17, 2022, of (A) Closing Working Capital (such estimate, “Estimated Closing Working Capital”), (B) Closing Indebtedness (such estimate, “Estimated Closing Indebtedness”), (C) Closing Cash (such estimate, “Estimated Closing Cash”) and (D) Unpaid Company Transaction Expenses (such estimate, “Estimated Unpaid Company Transaction Expenses”). The parties further agree that the Company has delivered supporting calculations and documentation of such calculations, in detail reasonably acceptable to Buyer, concurrently with the delivery of the Closing Statement. The Parties agree that the Closing Statement shall be updated no less than five (5) Business Days prior to the Closing to reflect updates to the Burn Rate Amount and Estimated Unpaid Company Transactions (the “Permitted Updates”) and the Company shall consider in good faith any comments to such Permitted Updates provided by Buyer; provided that (i) other than the Permitted Updates, no updates to the Closing Statement shall be required or permitted and (ii) the approval by Buyer of the Permitted Updates shall not delay or prevent the consummation of the Closing (absent manifest error).
