Pre-Closing Estimates. Not more than ten (10) Business Days and at least five (5) Business Days prior to the scheduled Closing Date, the Company shall prepare, or cause to be prepared, and deliver to Buyer a statement (the “Closing Statement”) certified by the chief financial officer of the Company as setting forth the Company’s good faith estimate of each of (i) the Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the Company Cash as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Estimated Closing Cash”), (iii) the Company Indebtedness as of immediately prior to Closing (the “Estimated Closing Company Indebtedness”), (iv) the unpaid Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”), and (v) the resulting Closing Adjusted Cash Component, together with reasonable supporting documentation showing the manner of calculation for each of the amounts set forth therein. The Company shall determine any item constituting the Estimated Closing Net Working Capital, Estimated Closing Cash, Estimated Closing Company Indebtedness and Estimated Closing Company Transaction Expenses therein in accordance with the Applicable Accounting Standards, the Sample Net Working Capital and the definitions set forth herein. Buyer shall be entitled to comment on and request reasonable changes to the Closing Statement and Sellers’ Representative shall consider in good faith any changes Buyer proposes to the Closing Statement and revise such statement if, based on its good faith assessment, such changes are warranted. The Company will deliver to Buyer the Closing Consideration Schedule concurrently with the Closing Statement.
Pre-Closing Estimates. At least four (4) Business Days prior to the Closing Date, Sellers shall cause the Companies to deliver to Buyers a statement (the “Estimated Closing Statement”) setting forth the Sellers’ good faith estimate of (1) Net Working Capital as of the Measuring Time (the “Estimated Working Capital”), (2) Closing Indebtedness (the “Estimated Closing Indebtedness”), (3) Transaction Expenses (the “Estimated Transaction Expenses”), (4) the Purchase Price resulting therefrom (the “Estimated Purchase Price”) and (5) the amount of such Purchase Price allocated to each holder of Equity Interests in either Company. The Parties agree that for the purpose of preparing (A) the Estimated Working Capital, such estimate shall be calculated in accordance with and on a basis consistent with the Accounting Principles, and (B) the Estimated Closing Indebtedness and the Estimated Transaction Expenses, such estimates shall be calculated in accordance with and on a basis consistent with GAAP. The Estimated Closing Statement shall be prepared in US Dollars. Any assets and liabilities contained in any items included in the Estimated Closing Statement that are denominated in any foreign currency shall be converted into US Dollars at the mid-point US Dollar spot rate of exchange applicable to such other foreign currency as quoted by the Wall Street Journal as of the close of business on the Business Day prior to the Closing Date. Buyers may submit any objections in writing to the Sellers’ Representative until 12:00 p.m. Eastern time on the Business Day prior to the Closing Date, and Sellers will cooperate reasonably with Buyers to revise the Estimated Closing Statement to reflect the mutual agreement of Sellers and Buyers, but if they do not prior to the anticipated Closing Date agree, then Sellers’ calculations of Estimated Working Capital, the Estimated Closing Indebtedness and the Estimated Transaction Expenses shall apply, provided that no objection asserted (or not asserted) pursuant to this Section 2.3 shall prejudice the rights of the Parties pursuant to Section 2.4.
Pre-Closing Estimates. No later than five Business Days prior to the scheduled Closing Date, Seller shall cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of (i) the Closing Working Capital Adjustment (“Estimated Closing Working Capital Adjustment”), (ii) Closing Net Indebtedness (“Estimated Closing Net Indebtedness”), (iii) the amount of Seller Transaction Expenses (“Estimated Seller Transaction Expenses”) and (iv) the Closing Purchase Price based thereon (in each case which estimates shall be subject to the review and reasonable comments of Buyer, which Seller shall consider in good faith), which Estimated Closing Statement shall be substantially in the form attached as Exhibit A hereto and prepared in accordance with GAAP consistently applied with the accounting methods used in Exhibit A and its Supporting Documentation.
Pre-Closing Estimates. At least five (5) Business Days prior to the Closing, Holdings shall submit to the Parent a written statement (the “Estimate”) in substantially the form as the Closing Statement (the “Closing Statement”) and Final Statement attached as Exhibit A hereto, which sets forth in reasonable detail (i) Holdings’ good faith estimate of Closing Date Indebtedness (“Estimated Closing Date Indebtedness”) and (ii) Holdings’ good faith estimate of the Closing Working Capital Value (“Estimated Working Capital Value”), each as determined in a manner consistent with past practices and in accordance with GAAP. Holdings shall grant the Parent full access to the books, records and personnel of Holdings and the Company and the opportunity to consult with Holdings for purposes of confirming or disputing the Estimate, prior to the Closing. If Parent agrees with the Estimated Closing Date Indebtedness and Estimated Working Capital Value, each as set forth on the Estimate, then such amounts shall be used for the purposes of determining the Closing Date Equity Payment. If the Parent shall disagree, in good faith, with any item set forth in the Estimate, and notifies Holdings in writing of such disagreement prior to the Closing, then Parent and Holdings shall each work, in good faith, to reach agreement on such items and the amounts as agreed to by Parent and Holdings shall be deemed the Estimated Closing Date Indebtedness and Estimated Working Capital Value for all purposes under this Agreement.
Pre-Closing Estimates. No later than three Business Days prior to the date on which the Closing is scheduled to occur, the Company shall furnish to Buyer a statement (the "Estimate Statement"), prepared in reasonable detail, reflecting the Company's good faith estimate of (a) Closing Working Capital ("Estimated Working Capital"), (b) Transaction Expenses ("Estimated Transaction Expenses") (which estimate shall specify the payees for each Transaction Expense and include valid wire transfer information for such payees), (c) Closing Cash ("Estimated Cash"), (d) all amounts necessary to discharge fully the then-outstanding balance of all Indebtedness outstanding at the Closing ("Closing Repaid Indebtedness") (which estimate shall specify the payees for such Indebtedness and include valid wire transfer information for such payees) and (e) Company Pre-Closing Taxes Payable (the "Pre-Closing Tax Accrual"). The Estimate Statement shall be signed by the chief financial officer of the Company and shall fairly present the amounts calculated thereon in accordance with the definitions thereof. The Company shall permit Buyer and its attorneys, accountants and other advisors and representatives reasonable access to the books and records of the Company used in preparing the Estimate Statement, and to the Company's employees, advisors and representatives responsible for and knowledgeable about the information used in, and the preparation or calculation of, the Estimate Statement and the amounts set forth thereon. No later than three Business Days prior to the Closing, the Company shall furnish to Buyer (i) an updated version of Section 3.05 of the Company Disclosure Schedule, (ii) an updated version of Exhibit H, in each case for (i) and (ii) as of such date and solely to reflect any exercises of Options after the date hereof.
Pre-Closing Estimates. Five days prior to the Closing Date, Xxxxxxx-Xxxxxx will provide Investor with calculations of the Adjustment Amount and components thereof, including an estimate of Xxxxxxx-Xxxxxx Taxes, and the Estimated Required Retained Cash Amount together with such supporting data as Investor may reasonably request.
Pre-Closing Estimates. Not less than three (3) Business Days prior to the Closing, the Sellers shall prepare, or cause to be prepared, and deliver to Buyer a certificate signed by each of the Sellers or an authorized officer thereof setting forth the Sellers’ good faith estimate of (i) the Net Working Capital of the Companies (the “Estimated Net Working Capital”), (ii) the amount of Cash and Cash Equivalents of the Companies (the “Estimated Cash and Cash Equivalents”), (iii) the Indebtedness of the Companies (the “Estimated Indebtedness”) and (iv) the amount of the Cash Paid Equipment Amount (the “Estimated Cash Paid Equipment Amount”), in each case (x) as of the close of business on the Closing Date and (y) in the case of Net Working Capital of the Companies, without giving effect to the transactions contemplated by this Agreement to be consummated at Closing. Based
Pre-Closing Estimates. No more than five (5) Business Days prior to the Closing Date, and not less than two (2) days prior to the Closing Date, the Buyer and the Company shall in good faith mutually agree to an estimate of Net Working Capital (“Estimated Net Working Capital”) and Indebtedness (“Estimated Indebtedness”).
Pre-Closing Estimates. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Purchaser (i) Payoff Letters, signed by an authorized officer, specifying the Debt Payoff Amounts as of Closing, along with evidence of the release and discharge of all Liens relating to Indebtedness set forth on Schedule 1.2, (ii) the Closing Certificate, and (iii) the Estimated Closing Statement. 8.9
Pre-Closing Estimates. On or prior to the date hereof, Parent shall deliver to Buyer a statement (the “Pre-Closing Statement”) setting forth Parent’s good faith estimates of (i) the Net Working Capital as of the Closing Date (such estimate, the “Estimated Working Capital”), (ii) the Closing Indebtedness (such estimate, the “Estimated Closing Indebtedness”), (iii) the Selling Expenses (such estimate, the “Estimated Selling Expenses”), and (iv) the unaudited balance sheet of the Company estimated as of the Closing Date, in each case reasonably acceptable to Buyer.
