Pre-Closing Statement. (i) Not fewer than three (3) Business Days prior to the anticipated Closing Date, the Transferor Parties shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth the Transferor Parties’ 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 more or less than Zero Dollars ($0) (the “Adjustment Amount”), 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.
(ii) 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 Transferor Parties 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 Transferor Parties shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.9(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 Average Per Share Price as of the Closing Date or (z) the obligations under this Section 2.9(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. Seller shall prepare a statement (the “Pre-Closing Statement”) as of a date not earlier than five (5) Business Days prior to the Closing Date reflecting the Assets to be sold and assigned hereunder and the liabilities to be transferred and assumed hereunder. Seller shall deliver the Pre-Closing Statement to Purchaser not less than three (3) Business Days before the Closing Date. Seller agrees to pay to Purchaser at the Closing, in immediately available funds, the excess amount, if any, of the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(b) above and the net amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the aggregate amount computed in accordance with Section 2.04(a) above, as reflected by the Pre-Closing Statement. Purchaser agrees to pay Seller at the Closing, in immediately available funds, the excess, if any, of the aggregate amount computed in accordance with Section 2.04(a) above and the net amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, if any, as reflected by the Pre-Closing Statement, over the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.04(b) above, as reflected by the Pre-Closing Statement. The payment by Purchaser to Seller or by Seller to Purchaser shall be subject to subsequent adjustment based on the final settlement statement in the form attached hereto as Exhibit 7.04(d). The calculation of the payment of funds at Closing required under this Agreement shall be made on a settlement statement in the form attached as Exhibit 2.04(e) hereto.
Pre-Closing Statement. (a) No later than five Business Days prior to the Closing Date, the Company shall prepare and furnish to Parent a written statement (the “Estimate Statement”), setting forth in reasonable detail the Company’s good faith estimates of Closing Cash (“Estimated Closing Cash”), Closing Indebtedness (“Estimated Closing Indebtedness”), the Closing Net Working Capital Adjustment (the “Estimated Closing Net Working Capital Adjustment”) and Unpaid Transaction Expenses (“Estimated Unpaid Transaction Expenses”), together with reasonable supporting documentation therefor, and, based on such amounts, a calculation of the Estimated Merger Consideration, the Merger Shares and the Cash Merger Consideration, and a duly completed Allocation Schedule (using the same calculations and following the same methodologies set forth on Schedule I) updated to reflect the amounts referred to in clause (i) of this Section. Parent may until two Business Days prior to the Closing Date provide the Company with comments to the Estimate Statement and Allocation Schedule, and the Company shall consider such comments in good faith. The Company shall provide all supporting documentation reasonably requested by Parent in connection with Parent’s review of the preliminary and final Estimate Statement and Allocation Schedule.
(b) Notwithstanding anything to the contrary in this Agreement or any investigation or examination conducted, or any knowledge possessed or acquired, by or on behalf of Parent, Merger Sub, the Surviving Company or any of their respective Affiliates, (x) it is expressly acknowledged and agreed that the preparation of the Allocation Schedule and the allocation set forth therein are the sole responsibility of the Equityholders and the Company and that Parent, Merger Sub, the Surviving Company and the Exchange Agent and their respective Affiliates shall be entitled to rely on the Allocation Schedule, without any obligation to investigate or verify the accuracy or correctness thereof, and to make payments in accordance therewith and (y) in no event shall Parent, Merger Sub or, after the Effective Time, the Surviving Company, or any of their respective Affiliates, have any Liability to any Person (including the Equityholders’ Representative and each of the Equityholders) in connection with any claims relating to any alleged inaccuracy or miscalculations in, or otherwise relating to, the preparation of the Allocation Schedule and the allocation set forth therein or payments made by ...
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 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. 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. 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. 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 Xxxxxx. 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 four (4) Business Days prior to the Closing Date, the Company shall prepare and deliver (together with reasonable supporting details) to Purchaser a written statement (the “Pre-Closing Statement”), which shall set forth (A) the Company’s good faith estimate of (i) Closing Date Cash and Cash Equivalents (“Estimated Cash and Cash Equivalents”), (ii) Working Capital (the “Estimated Working Capital”), (iii) the Closing Date Company Indebtedness (the “Estimated Closing Date Company Indebtedness”), (iv) the Closing Date Joint Venture Indebtedness (“Estimated Closing Date Joint Venture Indebtedness”), (v) the Seller Expenses (“Estimated Seller Expenses”) and wire instructions for the payment thereof, (vi) the Mesa Receivable Amount (the “Estimated Mesa Receivable Amount”), and (vii) the resulting Closing Date Merger Consideration and the Closing Per Share Merger Consideration based upon such items, and (B) the Liquidation Value with respect to the Series A Preferred Shares as of immediately prior to the Effective Time. Except as otherwise provided herein, the Pre-Closing Statement shall be prepared without giving effect to the transactions contemplated by the Transaction Documents. Concurrently with the delivery of the Pre-Closing Statement, the Company shall deliver to Purchaser a payment spreadsheet (the “Payment Spreadsheet”), which shall contain (x) with respect to each Stockholder (A) the name and address of such Stockholder, if available, (B) the number and class of Shares held by such Stockholder, and (C) the consideration that such Stockholder is entitled to receive pursuant to Section 2.6, and (y) with respect to each Option Holder (A) the name of such Option Holder, (B) the exercise price per share and the number of shares of Common Stock underlying the Options held by such Option Holder, and (C) the consideration that such Option Holder is entitled to receive pursuant to Section 2.6. The Company shall make a good faith effort to resolve any reasonable objections or disputes of the Purchaser regarding the calculations in the Pre-Closing Statement or the information in the Payment Spreadsheet.
Pre-Closing Statement. At least ten (10) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement setting forth the expected net book value of the Owned Equipment and of the Inventory at Closing (the “Pre-Closing Statement”) prepared in good faith and executed by the senior finance person responsible for the Business at the Seller setting out in reasonable detail calculations (expressed in US dollars) of the Purchase Price adjustments set out in Section 2.2.3 above.
