Common use of Closing Adjustment Amount Clause in Contracts

Closing Adjustment Amount. No later than three (3) Business Days before the Closing Date, the Company shall have delivered to Parent an estimated consolidated balance sheet of the Company and the Company Subsidiaries prepared as of 11:59 p.m. on the date immediately prior to the Closing Date (except as otherwise contemplated by this Agreement) (the “Closing Balance Sheet”), and a statement which sets forth a good faith estimate of the following amounts (as of the Effective Time): (a) the amount of Cash (“Estimated Cash”), (b) the amount of unpaid Debt (“Estimated Debt”), (c) the major components of Working Capital to enable Parent to calculate Working Capital and the amount of Working Capital Surplus or Working Capital Deficiency (“Estimated Working Capital Surplus” or “Estimated Working Capital Deficiency”), and (d) the amount of Growth Capital Expenditures expended or accrued through the Effective Time (the “Estimated Growth Capital Expenditures”), provided that Growth Capital Expenditures shall only be considered to be accrued through the Effective Time to the extent such amounts are included in Current Liabilities in the calculation of Working Capital. The Closing Balance Sheet shall be prepared by the Company in accordance with the Agreed Accounting Principles applied in a manner consistent with the preparation of the Example Working Capital Schedule.

Closing Adjustment Amount. No later than three (3) Business Days before the Closing Date, the Company shall have delivered to Parent an estimated consolidated balance sheet of the Company and the Company Subsidiaries prepared as of 11:59 p.m. on the date immediately prior to the Closing Date (except as otherwise contemplated by this Agreement) (the “Closing Balance Sheet”), and a statement which sets forth a good faith estimate of the following amounts (as of the Effective Time): ): (a) the amount of Cash (“Estimated Cash”), (b) the amount of unpaid Debt (“Estimated Debt”), (c) the major components of Working Capital to enable Parent to calculate Working Capital and the amount of Working Capital Surplus or Working Capital Deficiency (“Estimated Working Capital Surplus” or “Estimated Working Capital Deficiency”), and (d) the amount of Growth Capital Expenditures expended or accrued through the Effective Time (the “Estimated Growth Capital Expenditures”), provided that Growth Capital Expenditures shall only be considered to be accrued through the Effective Time to the extent such amounts are included in Current Liabilities in the calculation of Working Capital. The Closing Balance Sheet shall be prepared by the Company in accordance with the Agreed Accounting Principles applied in a manner consistent with the preparation of the Example Working Capital Schedule.