Pre-Closing Statement Sample Clauses

Pre-Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferors shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth the Transferors’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than One Hundred Thousand Dollars ($100,000), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.10(a) shall be effected, at the election of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9 or issue, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Per Share Price or (z) the obligations under this Section 2.10(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y).

Pre-Closing Statement. No later than two (2) but no more than five (5) Business Days prior to the Closing Date, Seller shall deliver to Purchaser (the "Pre-Closing Statement"): (1) a good faith estimate of the aggregate amount of all principal, accrued interest and any other amounts due and owing in respect of indebtedness for borrowed money of the Target Companies (other than the prepayment premiums if any, as of the Closing Date, which are included in Seller's Closing Costs), which shall include the Existing Debt (such aggregate indebtedness herein referred to as the "Closing Date Indebtedness" and such good faith estimate herein referred to as the "Estimated Closing Date Indebtedness"); (2) a good faith estimate of the Seller Closing Costs calculated in accordance with Section 10.(i) (the "Estimated Seller Closing Costs"); (3) a good faith estimate of Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and the Closing Date Working Capital Adjustment pursuant to Section 3.(f)(ii) that has been prepared in good faith and determined on a basis consistent with that used in the preparation of, and set forth in, the calculation of Net Working Capital on Exhibit B; (4) a good faith estimate of the adjustments, prorations, and apportionments to be made by Purchaser and Seller pursuant to Section 10.(j) as of the Closing Date (the "Estimated Section 10.(j)

Pre-Closing Statement. At least ten (10) business days prior to the Closing Date, AWW shall furnish to Buyer a statement of the Company (the "Pre-Closing Statement"), prepared as of the last day of the latest month ending at least 20 days prior to the Closing Date, reflecting the Sellers' good faith estimate of the Total Stockholders' Equity of the Company immediately prior to the Closing Date (the "Total Stockholders' Equity Estimate").

Pre-Closing Statement. At least four (4) Business Days prior to the anticipated Closing Date, the Company shall deliver to Parent a statement consisting of the Company’s good faith estimates of the following amounts: (i) an estimated calculation of the Closing Cash Amount (the “Estimated Closing Cash Amount”), (ii) an estimated calculation of the Seller Transaction Expenses as of the Closing Date (the “Estimated Seller Transaction Expenses”), (iii) an estimated calculation of the Closing Indebtedness (the “Estimated Closing Indebtedness”), (iv) an estimated calculation of Closing Working Capital (the “Estimated Working Capital”) and the Estimated Working Capital Adjustment, (v) an estimated calculation of the Transaction Tax Benefit Amount (the “Estimated Transaction Tax Benefit Amount”) and (vi) a calculation of the Estimated Merger Consideration (in each case together with backup calculations). Parent may submit any objections in writing to the Company until 5:00 p.m., New York City time, two Business Days prior to the anticipated Closing Date and the Company will cooperate in good-faith with Parent to revise the draft statement to reflect the mutual agreement of the Company and Parent with respect to the estimated amounts set forth in the preceding sentence (as so revised and agreed, the “Pre-Closing Statement”); provided, that if the Company and Parent cannot reach an agreement with respect to the amounts set forth in the preceding sentence, the Pre-Closing Statement will reflect the Company’s good-faith estimates with respect to such amounts. The Estimated Merger Consideration shall be subject to adjustment pursuant to this Section 2.11 (as adjusted, the “Merger Consideration”). The Estimated Closing Cash Amount and the Estimated Working Capital shall be prepared in accordance with the Applicable Accounting Principles.

Pre-Closing Statement. At least five (5) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser a written statement (the “Pre-Closing Statement”), which shall set forth Seller’s good faith estimate of the amount of (a) Closing Net Working Capital (“Estimated Working Capital”) and (b) a calculation of the Estimated Purchase Price based upon such estimate. Upon delivery of the Pre-Closing Statement, Purchaser and its representatives shall be permitted reasonable access (including the right to make copies) to the financial statements and other materials (including accountant work papers) and to the appropriate personnel of Seller (including its accountants), in each case, upon reasonable notice and during normal business hours for purposes of providing reasonable assistance to Purchaser and its representatives in connection with its review of the Pre-Closing Statement. Seller will cooperate in good faith with Purchaser’s and its representatives’ review of such statements and shall take into consideration in good faith any comments of Purchaser on the Pre-Closing Statement and incorporate any mutually agreed-upon adjustments to the Pre-Closing Statement, as applicable. Notwithstanding the foregoing, in no event will any of Purchaser’s rights be considered waived, impaired or otherwise limited as a result of Purchaser not making an objection prior to the Closing or it making an objection that is not fully implemented in a revised Pre-Closing Statement, as applicable.

Pre-Closing Statement. Buyer shall have received the Pre-Closing Statement, certified as complete and correct on behalf of the Company by the Chief Executive Officer of the Company.

Pre-Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferors shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth Transferors’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero Dollars ($0) (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero Dollars ($0) then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than Zero Dollars ($0), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.7(a) shall be effected as follows: Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment.

Pre-Closing Statement. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a preliminary certificate (the “Pre-Closing Statement”), setting forth in reasonable detail the Company’s good faith calculation of the Closing Consideration (including all the components thereof) the (“Estimated Closing Consideration”). The Company shall consider in good faith any of Parent’s reasonable comments to such preliminary Pre-Closing Statement and the figures and calculations set forth thereon and provide any additional supporting documentation reasonably requested by Parent. At least three (3) Business Days before the Closing Date, the Company shall deliver to Parent the final Pre-Closing Statement, certified as true, correct and complete by the Company’s Chief Executive Officer for and on the Company’s behalf, in form and substance satisfactory to Parent (acting reasonably) and accompanied by documentation satisfactory to Parent (acting reasonably) for such calculations and any additional information reasonably requested by ▇▇▇▇▇▇. The Company shall prepare the Pre-Closing Statement in accordance with the Accounting Principles, which Pre-Closing Statement Certificate contains a calculation of the Closing Consideration as if each of its component parts were determined as of the Closing Date. Nothing in this Section 2.1, including the fact that Parent may provide comments or request changes to the preliminary Pre-Closing Statement or any of the figures or calculations set forth thereon or that Parent and the Company may agree to changes to the information or amounts on the Pre-Closing Statement, shall in any way limit the right of any Person under this Section 2.1 or Article X.

Pre-Closing Statement. At least two Business Days prior to the Closing Date, the Company shall in good faith prepare and deliver to Parent a written statement (the “Pre-Closing Statement”), based upon the books and records of the Company and its Subsidiaries, which shall set forth the Company’s good faith estimate of (i) Working Capital (as adjusted pursuant to Section 2.06(a), the “Estimated Working Capital”), (ii) the Closing Date Funded Indebtedness (“Estimated Closing Date Funded Indebtedness”), (iii) the Unpaid Company Transaction Expenses (“Estimated Unpaid Company Transaction Expenses”) (and wire instructions for the payment thereof), (iv) Closing Date Cash and Cash Equivalents (“Estimated Cash and Cash Equivalents”) and (v) the Closing Date Merger Consideration, in each case in accordance with the definition thereof.