Common use of Pre-Closing Statement Clause in Contracts

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. 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”), (b) Closing Deferred Revenue (“Estimated Deferred Revenue”), and (bc) a calculation of the Estimated Purchase Price based upon such estimateestimates. 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 its making an objection that is not fully implemented in a revised Pre-Closing Statement, as applicable.