Pre-Closing Estimates. At least five (5) Business Days prior to the Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Purchaser (i) a written schedule (the “Preliminary Closing Schedule”) setting forth in reasonable detail Seller’s good faith calculation of the Closing Cash Payment and good faith estimates of the following components thereof: (A) Net Working Capital (the “Estimated Net Working Capital”), (B) Closing Indebtedness (the “Estimated Closing Indebtedness”), and (C) the Transaction Expenses (the “Estimated Transaction Expenses”), and (ii) a written statement (the “Preliminary Expense Statement”) setting forth in reasonable detail Seller’s good faith estimate of the aggregate amount of Reimbursable Expenses as of the Closing (the “Estimated Reimbursable Expenses”), together with copies of documents reasonably necessary to support Seller’s calculation of the Estimated Reimbursable Expenses. The Preliminary Closing Schedule shall be prepared in accordance with the Accounting Principles. During the period beginning on the date of delivery of the Preliminary Closing Schedule and the Preliminary Expense Statement and continuing until the Closing, Seller shall provide Purchaser and its Representatives with access to the Records of Seller and to any other documents or information relating to the preparation of the Preliminary Closing Schedule and the Preliminary Expense Statement or the calculation of the amounts reflected thereon reasonably requested by Purchaser or its Representatives, and to Seller’s employees responsible for and knowledgeable about the information used therein, and the preparation or calculation thereof. Without limiting any of Purchaser’s other rights or remedies, Purchaser may object that any of the amounts contained in the Preliminary Closing Schedule and/or the Preliminary Expense Statement have not been calculated in good faith or in a manner consistent with the terms of this Agreement by delivering to Seller a written notice of its disagreement at least two (2) Business Days prior to the anticipated Closing Date (the “Purchaser’s Notice of Disagreement”), specifying in reasonable detail the nature of its objections to Seller’s estimates. Seller and Purchaser in good faith shall seek to resolve in writing any objections set forth in Purchaser’s Notice of Disagreement prior to the Closing, and Seller shall make such revisions to the disputed items as may be mutually agreed between Seller and Purchaser; provided, that if and to...
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. 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. (a) At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement (the “Estimated Closing Statement”), certified by the chief executive officer or chief financial officer of the Company, along with reasonable supporting documentation and detail to evidence the calculation of such amount, setting forth the Company’s good faith estimate of (i) the Cash and Cash Equivalents as of immediately prior to the Closing, disregarding any remaining balance of the proceeds from the Bridge Note (the “Estimated Cash”), (ii) the estimated Indebtedness [***] (the “Estimated Indebtedness”) and (iii) the estimated Company Transaction Expenses (the “Estimated Company Transaction Expenses”). The good faith estimate shall be prepared in accordance with the definitions of “Cash and Cash Equivalents”, “Indebtedness” and “Company Transaction Expenses” as set forth in this Agreement. The amount of such Estimated Cash, such Estimated Indebtedness and such Estimated Company Transaction Expenses shall be taken into account for purposes of calculating the Net Closing Merger Consideration. The parties agree that for purposes of preparing the Estimated Cash, such estimates shall be calculated in accordance with GAAP consistently applied with the accounting methodologies, practices, estimation techniques, assumptions and principles used in the preparation of the Audited Financial Statements. The Company shall provide a preliminary draft of the Estimated Closing Statement at least four (4) Business Days prior to the Closing Date, and will make its advisors reasonably available to Buyer and Buyer’s advisors to discuss the calculations therein, and will consider Buyer’s comments thereto in good faith.
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.
Pre-Closing Estimates. Attached hereto as Appendix G is Sellers’ good faith estimate of each of the following information (the “Estimated Working Capital Statement”): (a) the balance sheet of TangenX as of the close of business on the Closing Date, without giving effect to the transactions contemplated by this Agreement and prepared in accordance with the TangenX Accounting Practices; (b) the Working Capital Amount (the “Estimated Working Capital”); (c) the Cash and Cash Equivalents (the “Estimated Cash and Cash Equivalents”); (d) the Indebtedness of TangenX as of immediately prior to the Closing (the “Estimated Indebtedness”); (e) the unpaid Transaction Costs as of immediately prior to the Closing (the “Estimated Transaction Costs”); and (f) a calculation of the Closing Cash Consideration and the Closing Cash Adjustment; in each case, along with reasonable supporting detail to evidence the calculation of such amount.
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. 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. At least three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) including a detailed calculation of its good faith estimate of (i) the Closing Net Working Capital Amount (the “Estimated Closing Net Working Capital Amount”), (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (iii) the Closing Cash (the “Estimated Closing Cash”) and (iv) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”). In calculating any item on the Estimated Closing Statement (other than the Estimated Closing Transaction Expenses), such calculations shall not take into account (x) the effect of the consummation of the transactions contemplated by this Agreement or the financing thereof or (y) any purchase price accounting or other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement. Solely with respect to the calculation of the Estimated Closing Net Working Capital Amount, in the event of any conflict among Schedule 1.12, GAAP or the Accounting Principles, the following shall control: (1) first, Schedule 1.12 (provided that the components thereof shall in all cases be calculated in accordance with GAAP as applied in accordance with the Accounting Principles) and (2) second, GAAP as applied in accordance with the Accounting Principles (to the extent the Accounting Principles are in accordance with GAAP).
Pre-Closing Estimates. Attached hereto as Schedule 2.9 is a statement (the “Pre-Closing Statement”), including reasonable detail and in a form reasonably satisfactory to the Buyer, certified on behalf of the Company by the Chief Executive Officer of the Company, setting forth:
(a) (i) the amount of Company Indebtedness (together with the names of the Persons who are owed the Company Indebtedness and the individual amounts for each such Person), (ii) the amount of the Company Fees and Expenses (together with the names of the Persons who are owed the Company Fees and Expenses and the individual amounts for each such Person, which estimate shall be made final not less than five (5) Business Days prior to Closing), (iii) any Approved Capital Expenditure Amounts, and (iv) a form of estimated Working Capital statement agreed to by the Buyer and the Company; and
(b) a complete and accurate capitalization table of the Company providing a list of all holders of record as of such date of (A) the Company’s Capital Stock, including both the Common Stock and the Preferred Stock, (B) any option or warrant to purchase the Company’s Common Stock or Preferred Stock and the exercise price thereof, and (C) any Equity Interest in the Company (such list delivered pursuant to this Section 2.9(b) shall contain the proper name of each such holder and their ownership interest in the Company (including the number of shares, options, warrants or other Equity Interests owned, and the conversion price of any such Equity Interest)).
