Common use of Pre Closing Matters Clause in Contracts

Pre Closing Matters. At least five (5) Business Days prior ------------------- to Closing, Seller shall deliver to Purchaser its good faith estimates of (A) the amount of Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid to Seller at the Closing plus any Indebtedness incurred on the Closing Date prior to the Merger that remains outstanding immediately after the Closing (the "Estimated Closing Indebtedness") which Estimated Closing Indebtedness shall include the estimated amount of the U.K. Loans and the Esterhazy Loan as of the Closing Date (which estimated amounts shall be separately set forth), (B) the Net Working Capital Amount at Closing (the "Estimated Closing Net Working Capital Amount"), (C) the amount of the Retention Bonuses to be transferred to the Senior Executive Plan plus the amount of the Retention Bonuses that will not be rolled-over into the Senior Executive Plan (such sum being referred to as the "Estimated Retention Bonuses"), (D) the amount of the Sales Bonuses (the "Estimated Sales Bonuses"), (E) the Net Canadian Holdback Amount, (F) the Estimated U.K. Funding Amount, and (G) the amount of the Net Interim Period Adjustment Amount (the "Estimated Net Interim Period Adjustment Amount") (which estimates shall set forth, for the Interim Period and the Offset Period, if any, the estimates of the Interim Period EBITDA, the Interim Period Capital Expenditures, the Interim Period Interest Adjustment Amount, the Interim Period Taxes and the Interim Period Adjustment Amounts) together with a reasonably detailed computation of such estimates which shall be computed in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements. The Seller will prepare in good faith and deliver to the Purchaser each of the estimated amounts set forth in clauses (A) - (G) above as soon as reasonably practicable following a request from the Purchaser and an indication of the anticipated Closing Date.

Pre Closing Matters. At least five (5) Business Days prior ------------------- to Closing, Seller shall deliver to Purchaser its good faith estimates of (A) the amount of Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid to Seller at the Closing plus any Indebtedness incurred on the Closing Date prior to the Merger that remains outstanding immediately after the Closing (the "Estimated Closing Indebtedness") which Estimated Closing Indebtedness shall include the estimated amount of the U.K. Loans and the Esterhazy Loan as of the Closing Date (which estimated amounts shall be separately set forth), (B) the Net Working Capital Amount at Closing (the "Estimated Closing Net Working Capital Amount"), (C) the amount of the Retention Bonuses to be transferred to the Senior Executive Plan plus the amount of the Retention Bonuses that will not be rolled-over into the Senior Executive Plan (such sum being referred to as the "Estimated Retention Bonuses"), (D) the amount of the Sales Bonuses (the "Estimated Sales Bonuses"), (E) the Net Canadian Holdback Amount, (F) the Estimated U.K. Funding Amount, and (G) the amount of the Net Interim Period Adjustment Amount (the "Estimated Net Interim Period Adjustment Amount") (which estimates shall set forth, for the Interim Period and the Offset Period, if any, the estimates of the Interim Period EBITDA, the Interim Period Capital Expenditures, the Interim Period Interest Adjustment Amount, the Interim Period Taxes and the Interim Period Adjustment Amounts) together with a reasonably detailed computation of such estimates which shall be computed in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements. The Seller will prepare in good faith and deliver to the Purchaser each of the estimated amounts set forth in clauses (A) - (G-(G) above as soon as reasonably practicable following a request from the Purchaser and an indication of the anticipated Closing Date.

Pre Closing Matters. (a) At least five three (53) Business Days prior ------------------- to the Closing, Seller the Stockholders’ Representative shall deliver to Purchaser its good Parent a written schedule (as revised in accordance with this section, the “Closing Statement”) setting forth (i) the Stockholders’ Representative’s good-faith estimates calculation, together with reasonable supporting detail, of the Closing Merger Consideration and the components thereof, including (A) the amount of Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid to Seller at the Closing plus any Indebtedness incurred on the Closing Date prior to the Merger that remains outstanding immediately after the Closing Cash (the "“Estimated Closing Indebtedness") which Estimated Closing Indebtedness shall include the estimated amount of the U.K. Loans and the Esterhazy Loan as of the Closing Date (which estimated amounts shall be separately set forthCash”), (B) the Net Working Capital Amount at Closing Outstanding Indebtedness, which estimate shall in any event include any amounts to be paid by Parent in accordance with Section 7.16 (the "“Estimated Closing Net Working Capital Amount"Outstanding Indebtedness”), (C) the amount of Net Working Capital (the Retention Bonuses to be transferred to the Senior Executive Plan plus the amount of the Retention Bonuses that will not be rolled-over into the Senior Executive Plan (such sum being referred to as the "“Estimated Retention Bonuses"Net Working Capital”), (D) the amount of the Sales Bonuses (the "Estimated Sales Bonuses"), and (E) the Net Canadian Holdback AmountCompany Transaction Expenses (the “Estimated Company Transaction Expenses”), (Fii) wire instructions for any payment of cash consideration to the Estimated U.K. Funding AmountStockholders’ Representative, and (Giii) the amount accounts to which any Parent Common Stock issuable to the Stockholders’ Representative is to be delivered. The Closing Statement shall also include a certificate signed by an authorized officer of the Net Interim Period Adjustment Amount (Stockholders’ Representative, solely in such capacity and not in his personal capacity, certifying in writing that it has been prepared in good faith using the "Estimated Net Interim Period Adjustment Amount") (which estimates shall set forth, for the Interim Period and the Offset Period, if any, the estimates of the Interim Period EBITDA, the Interim Period Capital Expenditures, the Interim Period Interest Adjustment Amount, the Interim Period Taxes and the Interim Period Adjustment Amounts) together with a reasonably detailed computation of such estimates which shall be computed in accordance with GAAP and on a basis consistent with the preparation latest available financial information of the Company Financial Statementsand its Subsidiaries. Parent shall be entitled to review the Closing Statement. The Seller Company will prepare reasonably cooperate with Parent in the review of the Closing Statement, including providing Parent and its Representatives with reasonable access to the relevant books, records and employees of the Company and its Subsidiaries for Parent to review the Closing Statement. The Company will consider in good faith any of Parent’s reasonable comments and deliver may (but shall not be required to) make changes to the Purchaser each of Closing Statement to implement such comments in whole or in part, in which case such revised Closing Statement shall be the estimated amounts set forth in clauses (A) - (G) above as soon as reasonably practicable following a request from final Closing Statement; provided that such review by Parent and any resulting changes to the Purchaser and an indication of Closing Statement shall not modify the anticipated date on which Closing Dateshall occur pursuant to Section 2.01.

Pre Closing Matters. (a) At least five four (54) Business Days prior ------------------- to the Closing, Seller the Shareholders’ Representative shall deliver to Purchaser its good a written schedule (the “Closing Statement”) prepared in accordance with the Accounting Principles setting forth (i) the Shareholders’ Representative’s good-faith estimates estimate, together with reasonable supporting detail, of the Closing Consideration (the “Estimated Closing Consideration”), and the components thereof, including, as applicable, (A) the amount of Indebtedness outstanding as of the close of business on the date immediately prior to the Closing Date minus any such Indebtedness to be paid at any time prior to the Closing or that will be paid to Seller at the Closing plus any Indebtedness incurred on the Closing Date prior to the Merger that remains outstanding immediately after the Closing estimated Company Cash (the "“Estimated Closing Indebtedness") which Estimated Closing Indebtedness shall include the estimated amount of the U.K. Loans and the Esterhazy Loan as of the Closing Date (which estimated amounts shall be separately set forthCompany Cash”), (B) estimated Outstanding Indebtedness (the “Estimated Outstanding Indebtedness”), and (C) estimated Net Working Capital Amount at Closing (the "“Estimated Closing Net Working Capital Amount"Capital”), (Cii) the amount Shareholders’ Representative’s good-faith calculation, together with reasonable supporting detail, including all invoices or similar documentation accounting for such costs, and instructions that list the applicable bank accounts designated and wire instructions therefor to facilitate payment or reimbursement by Purchaser of the Retention Bonuses to be transferred to Company Transaction Expenses (the Senior Executive Plan plus the amount “Estimated Company Transaction Expenses”), along with instructions for payment of such expenses by Purchaser as of the Retention Bonuses that will not be rolled-over into the Senior Executive Plan (such sum being referred to as the "Estimated Retention Bonuses")Closing, (Diii) wire instructions for any payment of cash consideration to IWM, Highlander and the amount of the Sales Bonuses Optionholders (the "Estimated Sales Bonuses"subject to Section 2.12), (E) the Net Canadian Holdback Amount, (F) the Estimated U.K. Funding Amount, and (Giv) the amount accounts to which the IWM Share Consideration, the Closing Highlander Share Consideration and the Closing Optionholder Share Consideration issuable to IWM, Highlander and the Optionholders (subject to Section 2.12), respectively, at the Closing, are to be delivered. The Closing Statement shall also include a certificate signed by an authorized officer of the Net Interim Period Adjustment Amount (the "Estimated Net Interim Period Adjustment Amount") (which estimates shall set forthShareholders’ Representative, for the Interim Period solely in such capacity and the Offset Periodnot in his personal capacity, if any, the estimates of the Interim Period EBITDA, the Interim Period Capital Expenditures, the Interim Period Interest Adjustment Amount, the Interim Period Taxes and the Interim Period Adjustment Amounts) together with a reasonably detailed computation of such estimates which shall be computed certifying in accordance with GAAP and on a basis consistent with the preparation of the Company Financial Statements. The Seller will prepare writing that it has been prepared in good faith using the latest available financial information of the Target Companies. Purchaser shall be entitled to review the Closing Statement and deliver the Target Companies will cooperate reasonably with Purchaser to revise the Closing Statement to the Purchaser each extent necessary to reflect any of Purchaser’s reasonable comments. Following such review, if the estimated amounts set forth in clauses (A) - (G) above as soon as reasonably practicable following a request from Closing Statement is revised, such revised Closing Statement, or if the Purchaser and an indication of Closing Statement is not revised, then the anticipated initial Closing DateStatement, shall be deemed to be the final “Closing Statement” .