Estimated Closing Date Schedule definition
Examples of Estimated Closing Date Schedule in a sentence
The Estimated Closing Date Schedule will be prepared in good faith and, with respect to the Estimated Closing Date Net Working Capital, determined on the same basis as that used in the preparation of the Sample Working Capital.
Not later than three (3) Business Days prior to the Closing, the Seller Representative shall deliver to the Purchaser an invoice from each third-party recipient of the Seller Transaction Expenses identified on the Estimated Closing Date Schedule.
The Estimated Closing Date Schedule shall also include the Company’s good faith calculation of the Venosan IBNR Reserve Amount and of all components (and the amounts thereof) necessary to compute the Estimated Closing Date Net Working Capital.
The Estimated Closing Date Schedule will be prepared in good faith in accordance with this Section 1.5 and will be subject to Purchaser’s review, comment and approval.
For purposes of the foregoing definition, any Acquisition Expenses unpaid as of the date of the Estimated Closing Date Schedule, to the extent not reflected thereon, or incurred thereafter, will nonetheless be deemed to be Acquisition Expenses.
All liabilities for unpaid Taxes of the Company attributable to the period commencing on the date following the date hereof will be included as Liabilities on the Estimated Closing Date Schedule.
Upon request of the Purchaser, the Seller Representative, the Acquired Companies and the Blockers shall, and shall cause their respective Affiliates to, promptly provide the Purchaser with reasonable access to the books and records of the Company used in the preparation of the Estimated Closing Date Schedule.
All Acquisition Expenses will be set forth in the Estimated Closing Date Schedule.
The Estimated Closing Date Schedule will be accompanied by all relevant backup materials and schedules reasonably requested by Purchaser, including final invoices for all Acquisition Expenses and written payment instructions for all Indebtedness, Acquisition Expenses and Closing Consideration.
Seller and the Company shall consider in good faith any changes to the Estimated Closing Date Schedule, if any, proposed by Purchaser.