Common use of Estimated Closing Statement Clause in Contracts

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. At least (a) Not less than five (5) Business Days prior to the anticipated Closing Date, the Sellers’ Representative Seller shall deliver to US Buyer provide Purchaser with a statement (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, ) setting forth a good faith calculationforth, together with reasonably detailed reasonable supporting documentationdetail, of: (i) Seller’s good-faith estimate of (x) the Net Indebtedness Amount, including specific line items setting forth the Cash Amounts, Indebtedness Amount and Company Transaction Expenses components thereof (the “Estimated Net Indebtedness Amount”), and (y) the Closing Net Working Capital Amount (the “Estimated Closing Net Working CapitalCapital Amount”) and which, in each case, shall be calculated strictly in accordance with the components thereof, and the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may beapplicable definitions contained in this Agreement, (ii) on the amount basis of Company Transaction Expenses (the “Estimated Company Transaction Expenses”)foregoing, a calculation of the Closing Cash Payment and (iii) the amount of Closing Indebtedness (account or accounts to which Purchaser shall deliver 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 Payment pursuant to Section 2.3. Purchaser shall have a reasonable opportunity to review and to discuss the Estimated Closing Statement, Statement with Seller prior to the Closing. Seller shall be deemed to be zero dollars, and (v) consider in good faith any comments on the resulting calculation of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Statement submitted by Purchaser and Seller may, in its sole discretion, choose to redeliver the calculations thereunder Estimated Closing Statement to Purchaser, reflecting any such comments (in which case, such redelivered statement shall be prepared and calculated by Sellers in good faithconstitute the Estimated Closing Statement (it being understood that any such redelivery shall not affect the time of the Closing required hereunder)).

Estimated Closing Statement. At least five No later than four (4) Business Days prior to the Closing Date, the Sellers’ Representative Company shall deliver to US Buyer the Purchaser a statement (the “Estimated Closing Statement”), reasonably acceptable to US Buyerprepared in good faith, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (a) an estimate of (i) the Closing Date Net Working Capital Amount (the “Estimated Net Working Capital”), (ii) the Closing Cash (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 ExpensesCash”), (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), and (iv) and identifying all amounts, if any, that qualify as Funded Indebtedness the Selling Expenses (the “Estimated Funded IndebtednessSelling Expenses”), and (ivb) on the amount of Closing Cash which, for purposes basis of the Estimated Closing Statementforegoing, shall be deemed to be zero dollars, and (v) the resulting a calculation of the Purchase Price under Section 2.2(a) Cash Consideration (the “Estimated Purchase PriceCash Consideration”). The Estimated Closing Statement and all of the calculations thereunder set forth therein shall be prepared in accordance with the Agreed Accounting Principles. Concurrently with the delivery of the Estimated Closing Statement, the Company shall also deliver to the Purchaser and calculated by Sellers to the Paying Agent the Allocation Statement setting forth the allocations of the payments to be made at Closing based upon the amounts set forth in good faiththe Estimated Closing Statement, with the aggregate of such cash payments to be made at Closing not exceeding the Estimated Cash Consideration.

Estimated Closing Statement. At least five Business Days prior Prior to the Closing DateClosing, the Sellers’ Representative shall deliver Sellers will have delivered to US Buyer a statement certificate signed by Sellers (the “Estimated Closing Statement”), ) and reasonably acceptable to US Buyer, setting forth a Sellers’ good faith calculation, together with reasonably detailed supporting documentation, of: estimate (including all calculations in reasonable detail) based on the financial statements and books and records of the Lighthouse Companies 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”), including the calculation of the trailing twelve full fiscal month Adjusted EBITDA as of the end of the last fiscal month immediately prior to the Closing, (ii) the Net Working Capital and Closing Accounts Receivable, and attaching an estimated consolidated balance sheet of the Lighthouse Companies as of the Closing, (iii) the amount that Indebtedness will be on the Closing Date, identifying the amount owed to each creditor thereof, together with payoff letters from the Lighthouse Company’s creditors in form and substance reasonably acceptable to Buyer, (iv) the amount that Transaction Expenses will be on the Closing Date, including the amount owed to each payee thereof, and (v) the amount of the Transaction Bonuses, including the amount owed to each payee thereof. The Estimated Closing Statement and the calculations thereunder shall be prepared applying the definitions of Net Working Capital and calculated by Sellers in good faithAdjusted EBITDA contained herein. The Estimated Closing Statement shall also include the wire transfer instructions for any payments to be made under Section 1.3.

Estimated Closing Statement. At least five Business Days Not later than the fifth (5th) day prior to the Closing Date, the Sellers’ Representative Company shall deliver prepare and deliver, or cause to US be prepared and delivered, to Buyer a statement an estimated closing statement, in the form attached hereto as Exhibit C (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, setting forth a the Company’s good faith calculation, together with reasonably detailed supporting documentation, of: calculations 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 Closing Cash Balance (the “Estimated Company Transaction ExpensesClosing Cash Balance”), (iii) the amount of Closing Indebtedness Company Debt (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded IndebtednessCompany Debt”), (iv) Selling Expenses (“Estimated Selling Expenses”) and (v) based on the amount estimates set forth in clauses (i) through (v), the resulting Estimated Closing Date Consideration. The Estimated Closing Statement is to be prepared in accordance with the principles set forth on Exhibit B (the “Accounting Principles”) and the defined terms contained herein. The Company shall consider in good faith (but for the avoidance of doubt shall not be required to accept) any revisions to the Estimated Closing Cash whichStatement reasonably proposed by Buyer, for purposes of prior to the Closing Date and, to the extent the Company agrees to make any such revisions, shall deliver to Buyer an updated Estimated Closing Statement, prior to the Closing Date which 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 faithfor purposes of this Section 2.3.