Common use of Preparation of Estimated Closing Statement Clause in Contracts

Preparation of Estimated Closing Statement. Sellers shall prepare in good faith and deliver to Buyer, at least four (4) Business Days prior to the Closing Date and at the sole expense of Sellers, a statement as of the Measurement Time (the “Estimated Closing Statement”), setting forth a detailed determination of the Estimated Cash Amount. The “Estimated Cash Amount” shall be an amount equal to (i) $210,000,000.00 (Two Hundred Ten Million dollars and no cents) plus (ii) Reimbursable Capex minus (iii) the sum of (A) Expenses, to the extent not paid prior to the Measurement Time, and (B) the estimated amount of Working Capital Deficit, if any, plus (iv) the estimated amount of Working Capital Surplus, if any. The Expenses shall be based on amounts set forth in the Payoff Letters, or, to the extent a Payoff Letter has not been provided for an Expense, an estimate of such amount, and in each case, shall be subject to final determination in the Final Closing Statement. Each estimation shall be made as of the Measurement Time. If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact Sellers at least two (2) Business Days prior to the Closing Date, and in such case Sellers and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and Sellers agree on changes to the Estimated Cash Amount based on such discussions, then the Estimated Cash Amount shall be paid at Closing based on such changes. If Buyer and Sellers do not agree on changes to the Estimated Cash Amount, then the Estimated Cash Amount shall be paid at the Closing based on the amounts set forth in the Estimated Closing Statement. In either such case, appropriate adjustments to the Cash Amount shall be made after the Closing pursuant to Section 2.3(b), Section 2.3(c), and Section 2.3(d).

Preparation of Estimated Closing Statement. Sellers Seller shall prepare in good faith and deliver to Buyer, at least four (4) Business Days prior to the Closing Date and at the sole expense of SellersSeller, a statement as of the Measurement Time Closing Date (the “Estimated Closing Statement”), setting forth a detailed determination of the Estimated Cash Amount. The “Estimated Cash Amount” shall be an amount equal to (i) $210,000,000.00 (Two Hundred Ten Million dollars and no cents) 150,000,000 minus the Credit Agreement Balance plus (ii) Reimbursable Capex minus (iiiA) the sum of (A1) Expenses, to the extent not paid prior to the Measurement Time, and (B) the estimated amount of Working the Capital DeficitExpenditures, if any, plus and (iv2) the estimated amount of Working Capital Surplus, if any, minus (B) the estimated amount of Working Capital Deficit. The Expenses Debt Payoff Amount and the Expenses, Severance Adjustment Amount, Change of Control Amount, the amount of FAA Fees and the amount of Termination Fees to be used in the calculation of estimated Working Capital Deficit or estimated Working Capital Surplus shall be based on amounts set forth in the Debt Payoff Letter or the Payoff Letters, or, to the extent a Debt Payoff Letter or a Payoff Letter has not been provided for an a Third-Party Debt, Change of Control Amount, Severance Adjustment Amount, Expense, FAA Fees or Termination Fees, an estimate of such amountamounts, and in each case, shall be subject to final determination in the preparation of the Final Closing Statement. Each estimation shall be made as of 11:59 p.m. on the Measurement TimeDate. If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact Sellers Seller at least two (2) Business Days prior to the Closing Date, and in such case Sellers Seller and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and Sellers Seller agree on changes to the Estimated Cash Amount based on such discussions, then the Estimated Cash Amount shall be paid at Closing based on such changes. If Buyer and Sellers Seller do not agree on changes to the Estimated Cash Amount, then the Estimated Cash Amount shall be paid at the Closing based on the amounts set forth in the Estimated Closing Statement. In either such case, appropriate adjustments to the Cash Amount Purchase Price shall be made after the Closing pursuant to Section Sections 2.3(b), Section 2.3(c(c), and Section 2.3(d(d).

Preparation of Estimated Closing Statement. Sellers The Company shall prepare in good faith and deliver to Buyer, at least four (4) Business Days prior to the Closing Date and at the sole expense of Sellersthe Company, a statement as of the Measurement Time Closing Date (the “Estimated Closing Statement”), setting forth (i) a detailed determination of the Estimated Cash Amount. The “Net Working Capital and Estimated Cash Amount” shall be an amount equal to (i) $210,000,000.00 (Two Hundred Ten Million dollars Capital Expenditure Adjustment Amount and no cents) plus (ii) Reimbursable Capex minus (iii) the sum of (A) Expenses, to the extent not paid prior to the Measurement Time, and (B) the estimated amount of based on such Estimated Net Working Capital Deficitand Estimated Capital Expenditure Adjustment Amount, the Estimated Aggregate Consideration Adjustment Amount, if any, plus (iv) and the estimated amount number of Working Capital Surplus, if anyTransaction Units. The Expenses and the Debt Payoff Amount to be used in the calculation of Estimated Net Working Capital shall be based on amounts set forth in the Payoff Letters, or, to the extent a Payoff Letter has not been provided for an Expensetherefor, an the Company’s good faith estimate of such amountamounts, and in each case, shall be subject to final determination in the preparation of the Final Closing Statement. Each estimation shall be made as of 11:59 p.m. on the Measurement TimeDate. If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact the Sellers at least two (2) Business Days prior to the Closing Date, and in such case the Sellers and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and the Sellers agree on changes to the Company’s proposed Estimated Cash Net Working Capital, the Company’s proposed Estimated Capital Expenditure Adjustment Amount, Estimated Aggregate Consideration Adjustment Amount or the Company’s calculation of the number of Transaction Units based on such discussions, then the Estimated Cash Amount number of Transaction Units to be issued at Closing shall be paid at Closing based on such changes. If Buyer and Sellers do not agree on changes to the Estimated Cash Amountsuch amounts, then the Estimated Cash Amount such amounts shall be paid at the Closing based on the amounts set forth in the Estimated Closing Statement. In either such case, appropriate adjustments to the Cash Amount Purchase Price shall be made after the Closing pursuant to Section Sections 2.3(a), 2.3(b), Section and 2.3(c), and Section 2.3(d).

Preparation of Estimated Closing Statement. Sellers Sellers’ Representative shall prepare in good faith and deliver to Buyer, at least four five (45) Business Days prior to the anticipated Closing Date and at the sole expense of Sellers, a statement as setting forth a detailed determination by Sellers in good faith of the Measurement Time Estimated Purchase Price, balance of cash on hand of the Acquired Companies, and the Cash Purchase Price, including a breakdown of each Seller’s Share thereof (the “Estimated Closing Statement”), setting forth . Such Estimated Closing Statement shall include a reasonably detailed determination explanation and supporting detail of the calculations thereof. With respect to Sellers’ Representative’s estimate of the adjustments in Section 2.2(a)(v), (vi) and (vii), the Estimated Cash Amount. The “Estimated Cash Amount” Closing Statement shall be an amount equal to (i) $210,000,000.00 (Two Hundred Ten Million dollars prepared in accordance with GAAP, Annex 5, Annex 6 and no cents) plus (ii) Reimbursable Capex minus (iii) the sum of (A) ExpensesAnnex 7, to the extent not paid prior to the Measurement Timeas applicable, and (B) the estimated amount of Working Capital Deficit, if any, plus (iv) the estimated amount of Working Capital Surplus, if any. The Expenses shall be based on amounts set forth in the Payoff Letters, or, to the extent a Payoff Letter has not been provided for an Expense, an estimate of such amount, and in each case, shall be subject to final determination in the Final Closing Statement. Each estimation shall be made as of the Measurement Time. Exhibit G. If Buyer has any questions or disagreements regarding the Estimated Closing Statement, Buyer shall contact Sellers deliver written notice of any such questions or disagreements to Sellers’ Representative at least two (2) Business Days prior to the anticipated Closing Date, and in such case Sellers Sellers’ Representative and Buyer shall in good faith attempt to resolve any disagreements. If Buyer and Sellers Sellers’ Representative agree on changes to the Estimated Purchase Price and the Cash Amount Purchase Price based on such discussions, then the Estimated Purchase Price and the Cash Amount shall Purchase Price shall, for purposes of Section 2.2, be paid at Closing based on such changes. If Buyer and Sellers Sellers’ Representative do not agree on changes to the Estimated Purchase Price and the Cash AmountPurchase Price, then the Estimated Purchase Price and the Cash Amount shall Purchase Price shall, for purposes of Section 2.2, be paid at the Closing based on the amounts set forth in the Estimated Closing StatementStatement delivered by Sellers’ Representative. In either such case, appropriate adjustments to the Estimated Purchase Price and the Cash Amount Purchase Price shall be made after the Closing pursuant to this Section 2.3(b), Section 2.3(c), and Section 2.3(d)2.3.

Preparation of Estimated Closing Statement. Sellers Nexus shall prepare in good faith and deliver to BuyerRegency, at least four (4) Business Days prior to the Closing Date and at the sole expense of SellersNexus, a statement as of the Measurement Time (the “Estimated Closing Statement”), setting forth (i) Expenses, the Debt Payoff Amount and a reasonably detailed determination of the Estimated Cash Amount. The “Estimated Cash Amount” shall be an amount equal to (i) $210,000,000.00 (Two Hundred Ten Million dollars and no cents) plus Nexus’ estimate of Net Working Capital, (ii) Reimbursable Capex minus (iii) based on such Estimated Net Working Capital, the sum of (A) Expenses, to the extent not paid prior to the Measurement Time, and (B) the estimated amount of Estimated Working Capital DeficitAdjustment Amount, if any, plus and (iviii) Nexus’ calculation of the estimated amount of Working Capital Surplus, if anyClosing Payment Amount. The Expenses and the Debt Payoff Amount to be set forth on the Estimated Closing Statement shall be based on amounts set forth in the Payoff Letters, or, to the extent a Payoff Letter has not been provided for an Expenseany Expense or Third Party Debt, an Nexus’ good faith estimate of such amount, and in each case, shall be subject to final determination in the preparation of the Final Closing Statement. Each estimation shall be made as of the Measurement Time. If Buyer Regency has any questions or disagreements regarding the Estimated Closing Statement, Buyer Regency shall contact Sellers Member at least two (2) Business Days prior to the Closing Date, and in such case Sellers Member and Buyer Regency shall in good faith attempt to resolve any disagreements. If Buyer Regency and Sellers Member agree on changes to Nexus’ proposed Estimated Closing Statement (including the Expenses, the Debt Payoff Amount, the calculation of the Estimated Cash Net Working Capital, Estimated Working Capital Adjustment Amount or Closing Payment Amount set forth therein) based on such discussions, then the Estimated Cash Closing Payment Amount shall to be paid at Closing based on shall be determined giving effect to such changeschanges (and the Estimated Closing Statement, as so adjusted, shall be deemed to be the Estimated Closing Statement for all purposes herein). If Buyer Regency and Sellers Member do not agree on changes to the Estimated Cash Amountsuch amounts, then the Estimated Cash Closing Payment Amount shall to be paid at the Closing shall be determined based on the amounts set forth in the Estimated Closing StatementStatement initially delivered by Nexus. In either such case, appropriate adjustments to the Cash Amount Merger Consideration shall be made after the Closing pursuant to Section 2.3(bSections 2.8(a), Section 2.3(c2.8(b), and Section 2.3(d2.8(c).