Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. No later than five (5) Business Days prior to the anticipated Closing Date, the Seller shall prepare in good faith and deliver to Purchaser: a statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Seller’s good faith estimate of (a) Closing Working Capital (“Estimated Working Capital”) and (b) the Estimated Adjustment Amount. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement and the Accounting Principles.

Estimated Closing Statement. No later than At least five (5) Business Days prior to the anticipated Closing Date, the Seller Company shall prepare in good faith and deliver to Purchaser: Buyer a written statement (the form and substance of which shall be subject to Buyer’s approval, which approval shall not be unreasonably withheld) (the “Estimated Closing Statement”) setting forth in reasonable detail that includes a good-faith estimated balance sheet of the Seller’s good faith estimate Company as of (a) Closing Working Capital (“Estimated Working Capital”) and (b) the Estimated Adjustment Amount. The Estimated Closing Statement shall be Effective Time prepared in accordance with the terms Accounting Principles (the “Estimated Closing Balance Sheet”) and a good-faith estimate of this Agreement and the Accounting Principles.following:

Estimated Closing Statement. No Not later than five (5) Business Days prior to the anticipated Closing Date, the Seller shall prepare in good faith and deliver to Purchaser: Buyer a reasonably detailed statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Seller’s containing a good faith estimate of (a) Closing Working Capital (the “Estimated Working CapitalCapitaf”) and (b) ). The parties anticipate that the Estimated Adjustment Amount. The Estimated Closing Statement shall Working Capital will be prepared in accordance with the terms of this Agreement and the Accounting Principleszero.

Estimated Closing Statement. No Not later than five (5) Business Days prior to the anticipated Closing Date, the Seller Sellers shall prepare in good faith and deliver to Purchaser: the Purchaser a statement (the “Estimated Closing Statement”) setting forth prepared in reasonable detail the Seller’s good faith estimate of (a) Closing Working Capital (“Estimated Working Capital”) and (b) the Estimated Adjustment Amount. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement Accounting Principles and setting out, in a format consistent with the sample calculation included in the Accounting Principles.Principles a good faith estimate of:

Estimated Closing Statement. No later than five four (54) Business Days prior to the anticipated Closing Date, the Seller Company shall prepare in good faith and deliver provide to Purchaser: Buyer a statement setting forth in reasonable detail its good faith estimate of the estimated Closing Net Working Capital, the estimated Closing Indebtedness Amount, the estimated Closing Cash Amount, the estimated Seller Transaction Expenses and the estimated Change of Control Payments (the “Estimated Closing Statement”) setting forth in reasonable detail the Seller’s good faith estimate of (a) Closing Working Capital (“Estimated Working Capital”) and (b) the Estimated Adjustment Amount). The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement and the Accounting Principles.

Estimated Closing Statement. No later than (a) At least five (5) Business Days days prior to the anticipated Closing Date, the Seller shall prepare in good faith and deliver to Purchaser: Buyer a closing statement (the “"Estimated Closing Statement”") setting forth in reasonable detail the Seller’s 's good faith estimate estimate, in consultation with Buyer, as of 12:01 a.m. on the anticipated Closing Date, of the amount of net working capital of the Rehabilitation Business (a) Closing the "Net Working Capital"), and each component thereof in the format provided in the Net Working Capital Calculation Schedule (“Estimated Working Capital”) and (b) the Estimated Adjustment Amount. The Estimated Closing Statement shall be prepared as defined in accordance with the terms of this Agreement and the Accounting PrinciplesSection 1.05(b)).

Estimated Closing Statement. No later than At least five (5) Business Days business days prior to the anticipated Closing Date, the Seller shall prepare in good faith and deliver to Purchaser: a the Buyer an estimated closing statement of the Business as of the Closing Date (the “Estimated Closing Statement”) setting ), which Estimated Closing Statement shall set forth in reasonable detail the Seller’s good faith estimate of (a) Closing Working Capital (“Estimated the Current Assets, the Current Liabilities and the Net Working Capital”) and (b) the Estimated Adjustment Amount. The Estimated Closing Statement shall be prepared in accordance with GAAP and in a manner consistent with the terms of this Agreement and the Accounting PrinciplesYear-End Financial Statements.

Estimated Closing Statement. No The Company will in good faith prepare and deliver, or cause to be prepared and delivered, to the Buyer not later than five (5) Business Days prior to the anticipated Closing Date, the Seller shall prepare in good faith and deliver to Purchaser: Date a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail the SellerCompany’s good faith estimate of (a) Closing Working Capital (“Estimated Working Capital”) and (b) the Estimated Adjustment Amount). The Estimated Closing Statement shall be prepared accompanied by a certificate of the Company and the Chief Executive Officer of the Company certifying that the estimates therein have been calculated in accordance with the terms of this Agreement and the Accounting PrinciplesAgreement.

Estimated Closing Statement. No later than (a) At least five (5) Business Days prior to the anticipated Closing Date, the Seller shall prepare in good faith will cause to be prepared and deliver delivered to Purchaser: the Purchaser a statement (the “Estimated Closing Statement”), which shall set forth (i) setting forth in reasonable detail the Seller’s good faith estimate estimates of (a) the Closing Date Net Working Capital (“Estimated Working Capital”) and (b) the Estimated Adjustment Amount. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement and the Accounting Principles.Closing Cash (the “

Estimated Closing Statement. No later than five (5) Business Days prior to the anticipated Closing Date, the Seller shall prepare in good faith and deliver to Purchaser: the Buyer a statement (the “Estimated Closing Statement”) ), together with supporting documentation used by the Seller in calculating the amounts set forth therein, setting forth in reasonable detail the Seller’s a good faith estimate of (a) the Closing Working Capital (“Estimated Working Capital”) Purchase Price and (b) Closing Payment, including a good faith estimate of each of the Estimated Adjustment Amount. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement and the Accounting PrinciplesPurchase Price Components.

Estimated Closing Statement. No Not later than five (5) Business Days prior to the anticipated Closing Date, the Seller shall prepare in good faith and deliver to Purchaser: the Purchaser a statement (the “Estimated Closing Statement”) setting forth in together with reasonable supporting detail the Seller’s good faith estimate of (a) Closing Working Capital (“Estimated Working Capital”) and (b) the Estimated Adjustment Amount. The Estimated Closing Statement shall be prepared in accordance with the terms of this Agreement Accounting Principles and setting out, in a format consistent with the sample calculation included in the Accounting Principles., a good faith estimate of: