Common use of Pre-Closing Statement Clause in Contracts

Pre-Closing Statement. Not later than two (2) Business Days prior to the Closing Date, the Company shall deliver to Purchaser (i) a statement (the “Pre-Closing Statement”) setting forth (A) the Company’s good faith estimate of Working Capital as of the Adjustment Time (the “Estimated Working Capital”), (B) the amount, if any, by which such calculation of Estimated Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Estimated Working Capital, (C) the Company’s good faith estimate of the Company Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Company’s good faith estimate of the Net Debt (the “Estimated Net Debt”), (E) the amount, if any, by which such calculation of Estimated Net Debt exceeds the Net Debt Target or the amount, if any, by which the Net Debt Target exceeds such calculation of Estimated Net Debt, (F) the name of all holders of Company Stock, together with the number of shares of Company Stock owned by such holder as of immediately prior to the Effective Time, an indication whether such holder of Company Stock has duly executed and delivered a Letter of Transmittal, and such holder’s Participation Percentage, (G) the name of all holders of Company Warrants, together with the number of shares of Company Stock issuable upon the exercise of the Company Warrants owned by such holder and the exercise price therefor as of immediately prior to the Effective Time, an indication whether such holder has duly executed and delivered a Warrant Cancellation Agreement, Closing Warrant Merger Consideration payable to such holder and such holder’s Participation Percentage, (H) the number of Fully Diluted Shares, (I) the resulting calculation of the Estimated Merger Consideration and Closing Merger Consideration, (J) the resulting calculation of the Closing Company Stock Per Share Merger Consideration, (K) the resulting calculation of the Closing Payments, and (L) wire transfer instructions for any Closing Payment to be paid to the Representative, (ii) a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in accordance with the Accounting Rules, and (iii) the Pay-Off Letters. The Company shall provide Purchaser with reasonable access to the books and records of the Company, and other Company documents, to verify the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement. The Representative and the Company shall give due and reasonable consideration in good faith to any comments made by Purchaser (and shall correct the Pre-Closing Statement, as applicable, for any inaccuracies shown by Purchaser) and shall otherwise cooperate in good faith to answer any questions and resolve any issues raised by Purchaser and its representatives in connection with their review of the Pre-Closing Statement.

Pre-Closing Statement. Not later than two At least five (25) Business Days prior to the Closing Date, the Company shall deliver to Purchaser (i) Buyer a statement (the “Pre-Closing Statement”) setting forth (A) the Company’s good faith estimate of Working Capital as (A) the amount of the Adjustment Time Closing Cash (the “Estimated Working CapitalCash”), (B) the amount, if any, by which such calculation of Estimated Closing Working Capital exceeds (the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of “Estimated Closing Working Capital”), (C) the Company’s good faith estimate of the Company Transaction Expenses Closing Date Indebtedness (the “Estimated Transaction ExpensesClosing Date Indebtedness”), (D) the Company’s good faith estimate of the Net Debt Closing Transaction Expenses (the “Estimated Net DebtClosing Transaction Expenses”), and (E) based on the amountforegoing, if any, by which such the calculation of the Adjustment Amount (the “Estimated Net Debt exceeds the Net Debt Target or the amount, if any, by which the Net Debt Target exceeds such calculation of Estimated Net Debt, (F) the name of all holders of Company StockAdjustment Amount”), together with calculations demonstrating each component thereof, as well as the number amount of shares of Company Stock owned by such holder as of immediately prior to the Effective Time, an indication whether such holder of Company Stock has duly executed and delivered a Letter of Transmittal, and such holder’s Participation Percentage, (G) the name of all holders of Company Warrants, together with the number of shares of Company Stock issuable upon the exercise of the Company Warrants owned by such holder and the exercise price therefor as of immediately prior to the Effective Time, an indication whether such holder has duly executed and delivered a Warrant Cancellation Agreement, each Closing Warrant Merger Consideration payable to such holder and such holder’s Participation Percentage, (H) the number of Fully Diluted Shares, (I) the resulting calculation of the Estimated Merger Consideration and Closing Merger Consideration, (J) the resulting calculation of the Closing Company Stock Per Share Merger Consideration, (K) the resulting calculation of the Closing Payments, and (L) wire transfer instructions for any Closing Payment to be paid to the Representative, (ii) a certificate signed by an authorized executive officer of the Company that the Payment. The Pre-Closing Statement and the determinations and calculations contained therein were shall be prepared in accordance a manner consistent with this Agreement, including the definitions of the terms Closing Working Capital, Closing Cash, Closing Date Indebtedness, Closing Transaction Expenses, and the Accounting Rules, and (iii) the Pay-Off Letters. The Company Seller shall provide Purchaser with Company reasonable documentation and access to the books and records relevant personnel as needed to support calculation of the Company, and other Company documents, to verify the information set forth in components of the Pre-Closing Statement prior to the Closing Date; provided, however, that Purchaser and Merger Sub . Buyer shall be entitled to rely on review the Pre-Closing Statement and Purchaser the materials and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement. The Representative and information used by the Company shall give due and reasonable consideration in good faith to any comments made by Purchaser (and shall correct preparing the Pre-Closing Statement, as applicable, for any inaccuracies shown by Purchaser) and the Company shall otherwise cooperate consider in good faith any comments of Buyer with respect to answer the Pre-Closing Statement prior to the Closing Date. The amounts set forth in the Pre-Closing Statement shall be binding on the Parties for purposes of the Closing Payments and in the event of any questions disagreement between the Company and resolve any issues raised by Purchaser and its representatives in connection with their review Buyer as to the Pre-Closing Statement, the Company’s version of the Pre-Closing StatementStatement shall be used.

Pre-Closing Statement. Not No later than two (2) three Business Days prior to before the Closing Date, the Company shall will prepare and deliver to Parent and the Purchaser (i) a an unaudited statement (the “Pre-Closing Statement”) ), which will be prepared in accordance with GAAP as applied in the preparation of the Company Financial Statements (the “Accounting Principles”), setting forth (A) the Company’s good faith estimate estimates of Working Capital each of (i) the Estimated Aggregate Consideration; (ii) the aggregate amount of all Cash of the Company as of 11:59 p.m. on the Adjustment Time day immediately preceding the Closing Date (the “Estimated Working CapitalClosing Cash”), ; (Biii) the amount, if any, by which such calculation aggregate amount of Estimated Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Estimated Working Capital, (C) the Company’s good faith estimate all Indebtedness of the Company Transaction Expenses as of 11:59 p.m. on the day immediately preceding the Closing Date (the “Estimated Closing Indebtedness”); (iv) the estimated Company Transaction Expenses of the Company as of 11:59 p.m. (Pacific Time) on the day immediately preceding the Closing Date (the “Estimated Closing Transaction Expenses”), ; and (Dv) the Company’s good faith estimate aggregate amount of Trade Payables as of 11:59 p.m. (Pacific Time) on the Net Debt day immediately preceding the Closing Date (the “Estimated Net DebtClosing Trade Payables”). In addition, (E) at least three Business Days before the amountClosing Date, if any, by which such calculation of Estimated Net Debt exceeds the Net Debt Target or the amount, if any, by which the Net Debt Target exceeds such calculation of Estimated Net Debt, (F) the name of all holders of Company Stock, together with the number of shares of Company Stock owned by such holder as of immediately prior to the Effective Time, an indication whether such holder of Company Stock has duly executed and delivered a Letter of Transmittal, and such holder’s Participation Percentage, (G) the name of all holders of Company Warrants, together with the number of shares of Company Stock issuable upon the exercise of the Company Warrants owned by such holder will deliver to Parent and the exercise price therefor as of immediately prior Purchaser a funds flow memorandum in form and substance reasonably acceptable to Parent and the Effective Time, an indication whether such holder has duly executed and delivered a Warrant Cancellation Agreement, Closing Warrant Merger Consideration payable Purchaser setting forth payment instructions with respect to such holder and such holder’s Participation Percentage, (H) the number of Fully Diluted Shares, (I) the resulting calculation of the Estimated Merger Consideration and Closing Merger Consideration, (J) the resulting calculation of each payment to be made on the Closing Company Stock Per Share Merger Consideration, (K) the resulting calculation of the Closing Payments, and (L) wire transfer instructions for any Closing Payment to be paid to the Representative, (ii) a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in accordance with the Accounting Rules, and (iii) the Pay-Off LettersDate. The Company shall provide will consult with Parent, the Purchaser and their accountants with reasonable access respect to the books and records preparation of the Company, and other Company documents, to verify the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement. The Representative and the Company shall give due and reasonable consideration in good faith to any comments made by Purchaser (and shall correct the Pre-Closing Statement, as applicable, for any inaccuracies shown by Purchaser) and shall otherwise cooperate in good faith to answer any questions and resolve any issues raised by Purchaser and its representatives in connection with their review of the Pre-Closing StatementStatement will be in form and substance reasonably satisfactory to Parent and the Purchaser. The Pre-Closing Statement will be accompanied by reasonably detailed schedules indicating a calculation of the Estimated Aggregate Consideration, the Estimated Closing Cash, the Estimated Closing Indebtedness, the Estimated Closing Transaction Expenses, and the Estimated Closing Trade Payables.

Pre-Closing Statement. Not No later than two five (25) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser (i) Parent a statement (the “Pre-Closing Statement”) setting forth (A) the Company’s good faith estimate of Working Capital the Merger Consideration as of the Adjustment Time (the “Estimated Working CapitalMerger Consideration”), together with an unaudited consolidated balance sheet of the Group Companies as of the Adjustment Time (B) the amount“Estimated Closing Balance Sheet”), expected month-end closing revenue and closing cost of sales (or if anyClosing is not to occur at the end of a month, by which such calculation of Estimated Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Estimated Working Capital, (C) the Company’s a good faith estimate of such amounts), and reasonably detailed calculations demonstrating each component thereof (including the Company Consideration Waterfall), as well as the amount of each Closing Payment. The Pre-Closing Statement shall be prepared in a manner consistent with the definitions of the terms Working Capital, Closing Cash, Closing Date Indebtedness, Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Company’s good faith estimate of the Net Debt (the “Estimated Net Debt”), (E) the amount, if any, by which such calculation of Estimated Net Debt exceeds the Net Debt Target or the amount, if any, by which the Net Debt Target exceeds such calculation of Estimated Net Debt, (F) the name of all holders of Company Stock, together with the number of shares of Company Stock owned by such holder as of immediately prior to the Effective Time, an indication whether such holder of Company Stock has duly executed and delivered a Letter of Transmittal, and such holder’s Participation Percentage, (G) the name of all holders of Company Warrants, together with the number of shares of Company Stock issuable upon the exercise of the Company Warrants owned by such holder and the exercise price therefor Accounting Rules and practices referred to therein (including as of immediately prior reflected on Exhibit B). Parent shall be entitled to the Effective Time, an indication whether such holder has duly executed and delivered a Warrant Cancellation Agreement, Closing Warrant Merger Consideration payable to such holder and such holder’s Participation Percentage, (H) the number of Fully Diluted Shares, (I) the resulting calculation of the Estimated Merger Consideration and Closing Merger Consideration, (J) the resulting calculation of the Closing Company Stock Per Share Merger Consideration, (K) the resulting calculation of the Closing Payments, and (L) wire transfer instructions for any Closing Payment to be paid to the Representative, (ii) a certificate signed by an authorized executive officer of the Company that review promptly the Pre-Closing Statement and the determinations materials and calculations contained therein were prepared information used by the Company in accordance with preparing the Accounting Rules, Pre-Closing Statement and (iii) Parent shall have the Payopportunity to propose changes to the Pre-Off LettersClosing Statement. The Company (i) shall provide Purchaser with permit Parent and its Agents reasonable access to the books and financial records of the CompanyGroup Companies that are relevant to the preparation of the Pre-Closing Statement and (B) agrees to consider any proposed changes in good faith. If, prior to the Closing, Parent reasonably and other in good faith objects to any of the estimates provided by the Company documents, to verify the information set forth in the Pre-Closing Statement, and the Company objects to such proposed changes, the Company shall respond in writing to Parent’s proposed changes in reasonable detail and with reasonably detailed calculations. Parent and the Company shall use reasonable best efforts to promptly and in good faith resolve their differences with respect to any such objections, and the Company shall revise the Pre-Closing Statement, the Estimated Merger Consideration, and any applicable amounts set forth therein to reflect any such resolutions, and the Pre-Closing Statement (and components thereof) shall be deemed to incorporate all such revisions for all purposes hereunder. If following compliance with this Section 1.10(a), Parent and the Company fail to resolve an objection to the estimate within the five (5) Business Day period prior to Closing then for purposes of this Agreement, including the revised Pre-Closing Date; providedStatement, however, that Purchaser and Merger Sub such estimate for the unresolved item shall be entitled deemed to be the estimate of the Company provided in the originally-delivered Pre-Closing Statement. Acceptance of the Pre-Closing Statement shall not waive Parent’s rights under this Agreement including this Section 1.10. The Consideration Waterfall shall set forth the amount of the Estimated Merger Consideration to be paid to each Equityholder as Closing Payments pursuant to Section 1.9(a) and Section 1.9(b). Parent may fully rely on the Pre-Closing Statement and Purchaser and Merger Sub shall not be responsible for in making such Closing Payments to the calculations or Paying Agent on behalf of the determinations regarding such calculations in such Pre-Closing Statement. The Representative Member and the Company shall give due CHP Members and reasonable consideration Centauri, LLC on behalf of the Optionholders. Such Closing Payments made in good faith to any comments made by Purchaser (and shall correct accordance with the Pre-Closing Statement, as applicable, for any inaccuracies shown by PurchaserStatement shall fully satisfy Parent’s obligations under Section 1.9(a) and Section 1.9(b), and no Equityholder shall otherwise cooperate have any claim or right to any other payment whatsoever from Parent or the Surviving Company in good faith to answer any questions respect of its Securities, other than payments, if any, contemplated by Section 1.10(e), and resolve any issues raised by Purchaser and its representatives in connection with their review the release, if any, of the Pre-Closing StatementAdjustment Escrow Amount or the Representative Expense Fund Amount.

Pre-Closing Statement. Not later than two At least four (24) Business Days prior to the anticipated Closing Date, the Company shall deliver to Purchaser 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”) setting forth (A) the Company’s good faith estimate of Working Capital as of the Adjustment Time (the “Estimated Working Capital”); provided, (B) the amount, that if any, by which such calculation of Estimated Working Capital exceeds the Working Capital Target or the amount, if any, by which the Working Capital Target exceeds such calculation of Estimated Working Capital, (C) the Company’s good faith estimate of the Company Transaction Expenses (the “Estimated Transaction Expenses”), (D) the Company’s good faith estimate of the Net Debt (the “Estimated Net Debt”), (E) the amount, if any, by which such calculation of Estimated Net Debt exceeds the Net Debt Target or the amount, if any, by which the Net Debt Target exceeds such calculation of Estimated Net Debt, (F) the name of all holders of Company Stock, together and Parent cannot reach an agreement with the number of shares of Company Stock owned by such holder as of immediately prior respect to the Effective Timeamounts set forth in the preceding sentence, an indication whether such holder of Company Stock has duly executed and delivered a Letter of Transmittal, and such holder’s Participation Percentage, (G) the name of all holders of Company Warrants, together with the number of shares of Company Stock issuable upon the exercise of the Company Warrants owned by such holder and the exercise price therefor as of immediately prior to the Effective Time, an indication whether such holder has duly executed and delivered a Warrant Cancellation Agreement, Closing Warrant Merger Consideration payable to such holder and such holder’s Participation Percentage, (H) the number of Fully Diluted Shares, (I) the resulting calculation of the Estimated Merger Consideration and Closing Merger Consideration, (J) the resulting calculation of the Closing Company Stock Per Share Merger Consideration, (K) the resulting calculation of the Closing Payments, and (L) wire transfer instructions for any Closing Payment to be paid to the Representative, (ii) a certificate signed by an authorized executive officer of the Company that 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 determinations and calculations contained therein were Estimated Working Capital shall be prepared in accordance with the Applicable Accounting Rules, and (iii) the Pay-Off Letters. The Company shall provide Purchaser with reasonable access to the books and records of the Company, and other Company documents, to verify the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement and Purchaser and Merger Sub shall not be responsible for the calculations or the determinations regarding such calculations in such Pre-Closing Statement. The Representative and the Company shall give due and reasonable consideration in good faith to any comments made by Purchaser (and shall correct the Pre-Closing Statement, as applicable, for any inaccuracies shown by Purchaser) and shall otherwise cooperate in good faith to answer any questions and resolve any issues raised by Purchaser and its representatives in connection with their review of the Pre-Closing StatementPrinciples.