Pre-Closing Estimate. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement (the “Company Closing Statement”) setting forth in reasonable detail the Company’s good faith determination of the Estimated Net Adjustment, which Company Closing Statement shall include a presentation of the Company’s calculations of the Estimated Net Adjustment and the estimated amount of the items comprising the Estimated Net Adjustment: Closing Cash, Closing Working Capital, Retained Sale Leaseback Proceeds, Closing Indebtedness, Company Transaction Expenses that have been incurred but not paid prior to the Effective Time (disregarding any payment made pursuant to Section 3.4), Cap Ex Cash, Company Reorg Expenses, Company Closing Bonuses and Management Bonuses, all as of immediately prior to the Effective Time. The Company shall prepare the Company Closing Statement and all of the calculations set forth therein in accordance with IFRS applied on a basis consistent with the Company’s past practices, in accordance with the specific methodologies set forth on Exhibit A and in good faith. Parent and its Representatives shall be provided reasonable access during normal business hours to the books and records, personnel and advisors of the Company to the extent required in connection with review of the Estimated Net Adjustment calculation, including the Company’s work papers underlying or utilized in preparing the estimates and calculations used to determine the Estimated Net Adjustment, and the Company shall in good faith take into consideration any comments to the Company Closing Statement made by Parent. If the Estimated Net Adjustment is a positive number, the Closing Cash Amount shall be increased by such amount. If the Estimated Net Adjustment is a negative number, the Closing Cash Amount shall be decreased by such amount.
Pre-Closing Estimate. No later than five (5) 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 of the Company, setting forth (i) an 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 detail reasonably acceptable to Parent, 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 consider in good faith the comments of Parent on the Estimated Closing Statement (if applicable), and the Estimated Closing Statement shall be prepared in accordance with the Specified Accounting Principles and the sample calculation attached hereto as Schedule 1.01(a).
Pre-Closing Estimate. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to nCino a statement (the “Estimated Closing Statement”), the final version of which shall be signed by an authorized officer of the Company, setting forth (i) an estimated unaudited consolidated balance sheet of the Company and its Subsidiaries as of the Closing 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) Company Transaction Expenses (such estimate, “Estimated Company Transaction Expenses”). The Estimated Closing Statement shall be prepared, and the components thereof shall be calculated, in accordance with this Agreement and the Specified Accounting Principles. The Company shall deliver supporting calculations and documentation of such calculations, in reasonable detail, concurrently with the delivery of such Estimated Closing Statement. Upon receipt of the Estimated Closing Statement from the Company, nCino shall be permitted to review and provide comments thereto, and the Company shall reasonably consider any comments made by nCino in respect thereof, and if such Parties agree on any changes to the Estimated Closing Statement or the components thereof, such revisions shall be deemed included in the applicable calculations for purposes of the Closing Merger Consideration; provided, that, if any disagreements with respect to the Estimated Closing Statement or the components thereof are not resolved by the Closing, the Estimated Closing Statement prepared by the Company, as revised to reflect any revisions thereto agreed by such Parties prior to the Closing but not any of nCino’s comments not agreed to by the Company, will be the Estimated Closing Statement for all purposes hereunder, and in no event will any such disagreements prevent or delay the Closing. In connection with nCino’s and its accountants’ review of the Estimated Closing Statement, upon nCino’s reasonable request, at nCino’s sole expense, the Company shall use commercially reasonable efforts to allow reasonable access during normal working hours to its books and records and its personnel and outside advisors who were involved in the preparation of the Estimated Closing Statement or its components.
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. 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. 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. 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. Prior to the Closing Date, the Company shall deliver to Buyer the Company’s good-faith estimate of each of (A) Closing Cash, (B) Closing Indebtedness, (C) Closing Working Capital and (D) Unpaid Company Transaction Expenses, such estimates to be prepared in accordance with (x) the same accounting principles and methods the Company has used to produce the Company’s most recent Financial Statements (to the extent consistent with SFRS) and (y) the illustration set forth on Schedule 2.02(a). The Company shall deliver all relevant backup materials and schedules, in detail reasonably acceptable to Buyer, concurrently with the delivery of such estimates and the Allocation Schedule. Based on such estimates and prior to the Closing Date, Buyer and the Company shall reasonably and in good faith calculate estimates of Closing Cash (“Estimated Closing Cash”), Closing Indebtedness (“Estimated Closing Indebtedness”), Closing Working Capital (“Estimated Closing Working Capital”) and Unpaid Company Transaction Expenses (“Estimated Unpaid Company Transaction Expenses”), which estimates shall be used to determine the Estimated Total Consideration Value for purposes of the Closing.
Pre-Closing Estimate. Not less than three (3) business days prior to the Closing Date, Sellers shall deliver to Buyer their good faith estimate of Current Assets, Current Liabilities, Cash, Indebtedness and Customer Deposits, in each case as of the Closing, and their calculation, on the basis of such estimates, of the estimated Purchase Price Adjustment (the “
Pre-Closing Estimate. (a) Not fewer than seven (7) Business Days prior to the Closing, an officer of the Company shall deliver to Purchaser a worksheet in the form attached hereto as Exhibit B (the “Estimated Closing Purchase Price Calculation”) setting forth the Company’s good faith estimate of the Closing Purchase Price (the “Estimated Closing Purchase Price”), which worksheet shall include the Company’s calculations of the items comprising the Closing Working Capital, Company Indebtedness, Closing Accounts Receivable, Company Transaction Expenses, Cash and Cash Equivalents of the Company and Company Closing Bonuses, excluding the Deferred Company Closing Bonus Amount, as of the time specified in Section 2.3. The Company shall prepare the Estimated Closing Purchase Price Calculation (including the determinations included therein) in accordance with Section 2.9(e). Purchaser and its representatives shall be provided reasonable access during normal business hours to the books and records, personnel and advisors of the Company, including the Company’s work papers underlying or utilized in preparing the estimates and calculations contained on the Estimated Closing Purchase Price Calculation, to the extent reasonably necessary or requested to enable Purchaser to review the Estimated Closing Purchase Price Calculation.
