Estimated Closing Statement. Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.
Estimated Closing Statement. Not less than three Business Days prior to the Closing Date, Parent shall prepare and deliver to Buyer a statement (as updated pursuant to Section 2.3(b), the “Estimated Closing Statement”) setting forth Parent’s good-faith estimate of each of the following, together with reasonably detailed documentation supporting each estimate: (i) the amount of Cash as of the Effective Time (the “Estimated Cash”), (ii) the amount of Net Working Capital as of the Effective Time (the “Estimated Net Working Capital”), (iii) the amount of Indebtedness as of the Effective Time (the “Estimated Indebtedness”) and (iv) the amount of Accrued Tax Liabilities as of the Effective Time (the “Estimated Accrued Tax Liabilities”). The Estimated Closing Statement shall also set forth the “Estimated Purchase Price,” which shall be equal to the sum of (A) the Base Purchase Price, (B) plus the Estimated Cash, (C) plus (solely in the event that the Estimated Net Working Capital exceeds the Collar Ceiling) the amount, if any, by which the Estimated Net Working Capital exceeds the Working Capital Target or minus (solely in the event that the Collar Floor exceeds the Estimated Net Working Capital) the amount, if any, by which the Working Capital Target exceeds the Estimated Net Working Capital, (D) minus the Estimated Indebtedness and (E) minus the Estimated Accrued Tax Liabilities.
Estimated Closing Statement. At least five (5) business days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer an estimated closing statement of the Business as of the Closing Date (the “Estimated Closing Statement”), which Estimated Closing Statement shall set forth the Seller’s good faith estimate of the Current Assets, the Current Liabilities and the Net Working Capital. The Estimated Closing Statement shall be prepared in accordance with GAAP and in a manner consistent with the Year-End Financial Statements.
Estimated Closing Statement. At least three Business Days prior to the Closing Date, the Company shall, and Seller shall cause the Company to, deliver to Buyer (i) an estimate of the unaudited consolidated balance sheet of the Company and its Subsidiaries prepared in accordance with GAAP applied on a basis consistent with the Financial Statements and setting forth the Company’s good faith estimate of the balance sheet of the Company as of the Closing Date (the “Estimated Closing Balance Sheet”) and (ii) a statement (the “Estimated Closing Statement”) based on the Estimated Closing Balance Sheet, setting forth in reasonable detail a good faith estimate of (A) the Closing Working Capital (such estimate, the “Estimated Closing Working Capital”), (B) the Closing Debt Amount (the “Estimated Closing Debt Amount”), (C) the Closing Transaction Expenses (the “Estimated Closing Transaction Expenses”) and (D) the Closing Cash Amount (the “Estimated Closing Cash Amount”). At the time of the Closing, the Purchase Price shall be calculated based upon the Estimated Closing Working Capital, the Estimated Closing Debt Amount, the Estimated Closing Transaction Expenses, and the Estimated Closing Cash Amount as set forth in the Estimated Closing Statement (as so calculated, the “Estimated Purchase Price”).
Estimated Closing Statement. No later than two (2) Business Days prior to the date on which the Closing is scheduled to occur, Seller will prepare and furnish to Buyer a statement (the “Estimated Closing Statement”) reflecting Seller’s good faith estimates of (i) the Net Asset Value as of 11:59 p.m. on the Business Day immediately prior to the Closing Date (the “Estimated Net Asset Value”), and (ii) Seller’s calculation of the Estimated Purchase Price.
Estimated Closing Statement. At least three (3) Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a written statement (the “Estimated Closing Statement”) consisting of (i) Seller’s good faith estimate in reasonable detail (in each case
Estimated Closing Statement. At least five Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to US Buyer a statement (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (i) Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof, and the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (ii) the amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded Indebtedness”), (iv) the amount of Closing Cash which, for purposes of the Estimated Closing Statement, shall be deemed to be zero dollars, and (v) the resulting calculation of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Statement and the calculations thereunder shall be prepared and calculated by Sellers in good faith.
Estimated Closing Statement. No less than five (5) business days prior to the Closing Date, Sellers shall prepare and deliver to Buyer a written closing statement (the “Estimated Closing Statement”) of the Estimated Closing Net Working Capital, including the resulting Estimated Closing Net Working Capital Overage (if any) or Estimated Closing Net Working Capital Shortage (if any), and the proration amounts pursuant to Section 4.6 (to the extent not already reflected in the Estimated Closing Net Working Capital), which Estimated Closing Statement shall be prepared in good faith and on a basis consistent with the preparation of the Financial Information and the calculation of Net Working Capital set forth on Schedule B. Any amounts determined to be due and owing to Sellers pursuant to the Estimated Closing Statement shall be paid by Buyer at the Closing pursuant to Section 3.1 hereof (the “Estimated Closing Payment”). Any amounts determined to be due and owing to Buyer by Sellers pursuant to the Estimated Closing Statement shall reduce the Closing Payment payable to Sellers at the Closing pursuant to Section 3.1.
Estimated Closing Statement. At least five (5) business days prior to the Closing Date, Citizens shall deliver to Parent and Buyer a statement of net assets (the "Estimated Statement of Net Assets") reflecting its good faith calculation of the Acquired Assets of the Business as of the last day of the latest calendar month for which financial statements of Seller are available (the "Estimated Adjusted Net Assets"). The Estimated Statement of Net Assets shall be prepared in the same manner and utilizing the same accounting principles, policies and methods used in the preparation of the Interim Statement of Net Assets (excluding for this purpose any change required by GAAP or any Authority since June 30, 1999). The Base Cash Purchase Price shall be increased or decreased on a dollar for dollar basis by the amount, if any, by which the Estimated Adjusted Net Assets is greater than or less than $160,180,848 (such increase or decrease, as the case may be, is referred to herein as the "Estimated Net Asset Adjustment").
Estimated Closing Statement. At least three Business Days prior to the Closing Date, the Company shall deliver to Parent (i) an estimated consolidated balance sheet of the Company as of the Determination Time, in the same form and including the same line items as the Latest Balance Sheet, and (ii) a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith calculation of the Estimated Merger Consideration, including (A) the estimated amount of Working Capital (the “Estimated Working Capital”), (B) the estimated amount of Indebtedness (the “Estimated Indebtedness”), (C) the estimated amount of Cash (the “Estimated Cash”), and (D) the estimated amount of the Company Transaction Expenses (the “Estimated Company Transaction Expenses”), in each case of clauses (A) through (D), as of the Determination Time and based on the books and records of the Company and its Subsidiaries, together with reasonable supporting detail of each of the calculations set forth in the Estimated Closing Statement. Parent shall be entitled to review the Estimated Closing Statement prior to the Closing and to submit comments thereon to the Company. The Company shall consider in good faith any such comments and may (but is not required to) revise the Estimated Closing Statement prior to the Closing to reflect such comments. To the extent the Company does not accept Parent’s comments, the Estimated Closing Statement shall be in the form initially presented to Parent pursuant to this Section 3.03(a). No comments delivered by Parent, or Parent’s failure to deliver any comments, will be deemed to constitute any waiver or release of any of Parent’s rights under this Agreement, including Section 3.06.
