Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement setting forth a good faith estimate of (i) the Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”), (ii) the Indebtedness (the “Estimated Indebtedness”), (iii) the Cash and Cash Equivalents (the “Estimated Cash”) and (iv) the Net Working Capital (the “Estimated Net Working Capital”), in each case calculated in accordance with the relevant definitions herein, together with an estimated unaudited balance sheet of the Company as of the Determination Time and other reasonable supporting detail to evidence the calculation of each such amount (the “Estimated Closing Statement”), and (v) the Consideration Spreadsheet. The Company may update the Estimated Closing Statement prior to the Closing to reflect any new information and shall consider in good faith any reasonable input from Parent regarding the estimates included in the Estimated Closing Statement following its receipt thereof and, to the extent reasonably necessary in light of such input, revise and redeliver the Estimated Closing Statement to Parent (provided, that any such revised Estimated Closing AmericasActive:12666190.14 Statement shall be delivered to Parent no less than one (1) Business Day prior to the Closing Date). The Estimated Unpaid Transaction Expenses, the Estimated Indebtedness, the Estimated Cash and the Estimated Net Working Capital set forth in the Estimated Closing Statement, as it may be so updated and revised, shall, subject to the other provisions of this Section 3.5, be used to calculate the Aggregate Merger Consideration.

Estimated Closing Statement. At least two No later than three (23) Business Days prior to the Closing Date, the Company shall deliver to Parent Buyer a statement setting forth a good faith estimate of (i) the Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”), (ii) the Indebtedness (the “Estimated Indebtedness”), (iii) the Cash and Cash Equivalents (the “Estimated Cash”) and (iv) the Net Working Capital (the “Estimated Net Working Capital”), in each case calculated in accordance with the relevant definitions herein, together with an estimated unaudited balance sheet of the Company as of the Determination Time and other reasonable supporting detail to evidence the calculation of each such amount (the “Estimated Closing Statement”), and setting forth the Company’s good faith calculation of (i) Purchase Price (the “Estimated Purchase Price”), (ii) Closing Cash, (iii) Closing Indebtedness, (iv) Closing Net Working Capital, (v) Growth Capex Expenditures and (vi) Transaction Expenses, in each case together with reasonable supporting detail as to each of the Consideration Spreadsheetcalculations; provided that notwithstanding the foregoing calculations of the actual Positive Adjustment Items, the sum of such Positive Adjustment Items for which Buyer shall be responsible for pursuant to Section 2.2(b) shall in no event exceed the Positive Adjustment Cap. The Company may update Estimated Closing Statement shall be prepared in accordance with the Accounting Principles and shall also set forth the amount to be paid to each Seller at the Closing pursuant to Section 2.2(b). Buyer shall be entitled to comment on and request reasonable changes to the Estimated Closing Statement prior to and the Closing to reflect any new information and Company shall consider in good faith any reasonable input from Parent regarding the estimates included in changes Buyer proposes to the Estimated Closing Statement following and revise such statement if, based on its receipt thereof andgood faith assessment, to the extent reasonably necessary in light of such input, revise and redeliver the Estimated Closing Statement to Parent (changes are warranted; provided, that in case of any disagreement between the parties, in no case shall such revised Estimated Closing AmericasActive:12666190.14 Statement shall be delivered to Parent no less than one (1) Business Day prior to discussions delay the Closing Date). The Estimated Unpaid Transaction Expenses, the Estimated Indebtedness, the Estimated Cash and the Estimated Net Working Capital amounts set forth in the Estimated Closing Statement, as it may be so updated and revised, shall, subject to the other provisions of this Section 3.5, Statement shall be used to calculate consummate the Aggregate Merger ConsiderationClosing. The Payoff Letters and the Transaction Expense Invoices will be attached to the Estimated Closing Statement.

Estimated Closing Statement. At least two (2) three Business Days prior to the Closing Date, the Company shall deliver to Parent a statement setting forth a good faith estimate of (i) an estimated consolidated balance sheet of the Unpaid Company as of the Determination Time, prepared in accordance with GAAP and utilizing the Transaction Expenses Accounting Principles, and (ii) a statement (the “Estimated Unpaid Transaction ExpensesClosing Statement”) setting forth the Company’s good faith calculation of the Estimated Cash Merger Consideration, including (A) the estimated amount of Working Capital (the “Estimated Working Capital”), (iiB) the estimated amount of Indebtedness (the “Estimated Indebtedness”), (iiiC) the estimated amount of Cash and Cash Equivalents (the “Estimated Cash”) ), and (ivD) the Net Working Capital estimated amount of the Company Transaction Expenses (the “Estimated Net Working CapitalCompany Transaction Expenses”), in each case calculated in accordance with the relevant definitions hereincase, together with an estimated unaudited balance sheet of the Company as of the Determination Time Time, based on the books and other records of the Company and the Company Subsidiaries, together with reasonable supporting detail to evidence the calculation of each such amount (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 (v) to submit comments thereon to the Consideration SpreadsheetCompany. The Company shall consider in good faith any such comments and may update (but is not required to) revise the Estimated Closing Statement prior to the Closing to reflect any new information and shall consider in good faith any reasonable input from Parent regarding such comments. To the estimates included in extent the Company does not accept Parent’s comments, the Estimated Closing Statement following its receipt thereof and, to shall be in the extent reasonably necessary in light of such input, revise and redeliver the Estimated Closing Statement form initially presented to Parent (provided, that any such revised Estimated Closing AmericasActive:12666190.14 Statement shall be delivered pursuant to Parent no less than one (1) Business Day prior to the Closing Datethis Section 3.03(a). The Estimated Unpaid Transaction ExpensesNo comments delivered by Parent, the Estimated Indebtednessor Parent’s failure to deliver any comments, the Estimated Cash and the Estimated Net Working Capital set forth in the Estimated Closing Statementwill be deemed to constitute any waiver or release of any of Parent’s rights under this Agreement, as it may be so updated and revised, shall, subject to the other provisions of this including Section 3.5, be used to calculate the Aggregate Merger Consideration3.06.

Estimated Closing Statement. At least two (2) three Business Days prior to the Closing Date, the Company shall deliver to Parent a statement setting forth a good faith estimate of (i) an estimated consolidated balance sheet of the Unpaid Transaction Expenses 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 Unpaid Transaction ExpensesClosing 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”), (iiB) the estimated amount of Indebtedness (the “Estimated Indebtedness”), (iiiC) the estimated amount of Cash and Cash Equivalents (the “Estimated Cash”) ), and (ivD) the Net Working Capital estimated amount of the Company Transaction Expenses (the “Estimated Net Working CapitalCompany Transaction Expenses”), in each case calculated in accordance with the relevant definitions hereinof clauses (A) through (D), together with an estimated unaudited balance sheet of the Company as of the Determination Time and other based on the books and records of the Company and its Subsidiaries, together with reasonable supporting detail to evidence the calculation of each such amount (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 (v) to submit comments thereon to the Consideration SpreadsheetCompany. The Company shall consider in good faith any such comments and may update (but is not required to) revise the Estimated Closing Statement prior to the Closing to reflect any new information and shall consider in good faith any reasonable input from Parent regarding such comments. To the estimates included in extent the Company does not accept Parent’s comments, the Estimated Closing Statement following its receipt thereof and, to shall be in the extent reasonably necessary in light of such input, revise and redeliver the Estimated Closing Statement form initially presented to Parent (provided, that any such revised Estimated Closing AmericasActive:12666190.14 Statement shall be delivered pursuant to Parent no less than one (1) Business Day prior to the Closing Datethis Section 3.03(a). The Estimated Unpaid Transaction ExpensesNo comments delivered by Parent, the Estimated Indebtednessor Parent’s failure to deliver any comments, the Estimated Cash and the Estimated Net Working Capital set forth in the Estimated Closing Statementwill be deemed to constitute any waiver or release of any of Parent’s rights under this Agreement, as it may be so updated and revised, shall, subject to the other provisions of this including Section 3.5, be used to calculate the Aggregate Merger Consideration3.06.

Estimated Closing Statement. At least two Not later than five (25) Business Days prior to the Closing Date, the Company shall deliver to Parent a statement setting forth a good faith estimate of (i) certified by the Unpaid Transaction Expenses (the “Estimated Unpaid Transaction Expenses”), (ii) the Indebtedness (the “Estimated Indebtedness”), (iii) the Cash and Cash Equivalents (the “Estimated Cash”) and (iv) the Net Working Capital (the “Estimated Net Working Capital”), in each case calculated in accordance with the relevant definitions herein, together with an estimated unaudited balance sheet of the Company as of the Determination Time and other reasonable supporting detail to evidence the calculation of each such amount Company’s chief executive officer (the “Estimated Closing Statement”) setting forth the Merger Consideration (accounting for any adjustments pursuant to Sections 2.7 and 9.2(a) hereof) and resulting Merger Consideration Shares to be issued by Parent at the Closing using the formula in Section 2.7(a), which Estimated Closing Statement shall be subject to the review and (v) the Consideration Spreadsheetreasonable approval by Parent. The Promptly after delivering the Estimated Closing Statement to Parent, the Company may update will meet with Parent to review and discuss the Estimated Closing Statement and the Company will consider in good faith Parent’s comments to the Estimated Closing Statement and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing to reflect any new information Closing, as mutually approved by the Company and shall consider Parent both acting reasonably and in good faith any reasonable input from Parent regarding the estimates included in faith, which adjusted Estimated Closing Statement shall thereafter become the Estimated Closing Statement following its receipt thereof and, to the extent reasonably necessary in light for all purposes of such input, revise and redeliver the this Agreement. The Estimated Closing Statement to Parent (provided, that any such revised Estimated Closing AmericasActive:12666190.14 Statement and the determinations contained therein shall be delivered prepared in accordance with GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. Schedule 2.7 sets forth an illustrative statement prepared in good faith by the Company in cooperation with Parent setting forth the various line items used (or to Parent no less than one (1be used) Business Day prior to in, and illustrating for sample purposes only as of the date set forth therein, the calculation of the Company Valuation as adjusted as contemplated herein, and the resulting Merger Consideration and Merger Consideration Shares, if the Closing Date). The Estimated Unpaid Transaction Expenseshad occurred on such date, the Estimated Indebtedness, the Estimated Cash in each case prepared and the Estimated Net Working Capital set forth calculated in the Estimated Closing Statement, as it may be so updated and revised, shall, subject to the other provisions of accordance with this Section 3.5, be used to calculate the Aggregate Merger ConsiderationAgreement.