Common use of Pre-Closing Estimate Clause in Contracts

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 four five (45) 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) in draft form, 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”), (CB) Closing Cash (such estimate, “Estimated Closing Cash”) and (DC) 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 draft of the Estimated Closing Statement. The Company shall consult with Parent and its accountants with respect to the preparation of the Estimated Closing Statement and shall consider Parent’s comments in good faith. No later than two (2) Business Days prior to the Closing Date, the Company shall deliver to parent the final Estimated Closing Statement shall be in form and substance reasonably satisfactory to ParentStatement, certified by the Financial Officer of the Company.

Pre-Closing Estimate. No later than four five (45) 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 detaildetail 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 form accordance with the Specified Accounting Principles and substance reasonably satisfactory to Parentthe sample calculation attached hereto as Schedule 1.01(a).

Pre-Closing Estimate. No later more than four ten (410) Business Days and no less than five (5) Business Days prior to the Closing DateClosing, the Company shall deliver to Parent Buyer 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 the Company Subsidiaries as of 12:01 a.m. Pacific Time on immediately prior to 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 detaildetail reasonably acceptable to Buyer, concurrently with the delivery of such Estimated the 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 ParentBuyer, and the Company shall consider in good faith any comments to the Closing Statement provided by Buyer; provided that the approval by Buyer of the Closing Statement shall not delay or prevent the consummation of the Closing (absent manifest error).