Common use of Closing Estimate Clause in Contracts

Closing Estimate. At least three (3) Business Days prior to the Closing Date, the Shareholders’ Representative shall prepare and deliver to Buyer a statement setting forth its good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Closing Net Working Capital”), the Indebtedness of the Company and its Subsidiaries immediately prior to Closing (the “Estimated Closing Indebtedness”), unpaid Company Expenses at Closing (the “Estimated Closing Company Expenses”), Cash at Closing (“Estimated Cash”) and the allocation of the Closing Merger Consideration among the holders of Shares and Options, as contemplated by Section 1.6, which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the Contemplated Transactions), and a calculation of Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”). The Estimated Closing Net Working Capital shall be prepared in accordance with GAAP. The Company shall provide Buyer and its Representatives reasonable access to the books, records and personnel of the Company and its Subsidiaries and their Representatives, to the extent that they relate to the Estimated Closing Net Working Capital Statement and to such historical financial information related to the Estimated Closing Net Working Capital Statement as Buyer and its Representatives reasonably request to review the Estimated Closing Net Working Capital Statement prior to Closing and raise any objections; provided, however, that by conducting its review, Buyer shall not be deemed to have waived any of its rights with respect to the Final Closing Net Working Capital or Final Closing Net Working Capital Statement; and provided further, however, that such access shall be in a manner that does not interfere with the normal business operations of the Company and its Subsidiaries and that would not reasonably be expected to result in the waiver of any legal privilege or be in violation of applicable Law.

Closing Estimate. At least three five (35) Business Days prior to the Closing Date, the Shareholders’ Representative Seller shall prepare and deliver to Buyer a statement setting an Estimated Closing Statement prepared by Seller in good faith, together with supporting documentation used by Seller in calculating the amounts set forth its therein. If Buyer notifies Seller in writing of an objection to the Estimated Closing Statement (which written notice shall, in good faith, describe in reasonable detail the specific items in or excluded from the Estimated Closing Statement that are in dispute and the nature and amount of any disagreement so identified) at least two (2) Business Days prior to the Closing Date, then Buyer and Seller shall seek in good faith estimate to agree to revisions to the Estimated Closing Statement to resolve such objection and Seller shall update and redeliver the Estimated Closing Statement to reflect any such agreements no later than the Business Day immediately prior to the Closing Date. If Buyer has validly provided notice of an objection to the Net Working Capital as Estimated Closing Statement pursuant to this Section 2.6(b) and Buyer and Seller fail to mutually agree upon revisions to the (i) neither Buyer nor Seller shall delay the Closing because of such failure and (ii) the amounts set forth in the Estimated Closing Statement to which Buyer objects, without any adjustment, shall be the amounts used in the determination of the Closing Date (Cash Consideration. The agreement of the “Parties to revisions to the Estimated Closing Net Working Capital”), Statement or the Indebtedness failure of the Company Parties to agree to such revisions shall not constitute a waiver or limitation of a Party’s rights and its Subsidiaries immediately prior obligations pursuant to Closing (the “Estimated Closing Indebtedness”), unpaid Company Expenses at Closing (the “Estimated Closing Company Expenses”), Cash at Closing (“Estimated Cash”Section 2.6(c) and the allocation of the Closing Merger Consideration among the holders of Shares and Options, as contemplated by Section 1.6, which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the Contemplated Transactions), and a calculation of Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”)or otherwise. The Estimated Closing Net Working Capital Statement shall be prepared in accordance with GAAP. The Company shall provide Buyer and its Representatives reasonable access to also set forth wire transfer instructions for the books, records and personnel payment of the Company and its Subsidiaries and their Representatives, Closing Cash Consideration to the extent that they relate to the Estimated Closing Net Working Capital Statement and to such historical financial information related to the Estimated Closing Net Working Capital Statement as Buyer and its Representatives reasonably request to review the Estimated Closing Net Working Capital Statement prior to Closing and raise any objections; provided, however, that by conducting its review, Buyer shall not be deemed to have waived any of its rights with respect to the Final Closing Net Working Capital or Final Closing Net Working Capital Statement; and provided further, however, that such access shall be in a manner that does not interfere with the normal business operations of the Company and its Subsidiaries and that would not reasonably be expected to result in the waiver of any legal privilege or be in violation of applicable LawSeller.

Closing Estimate. At least three five (35) Business Days prior to the Closing Date, the Shareholders’ Representative Seller shall prepare and deliver to Buyer a statement setting an Estimated Closing Statement prepared by Seller in good faith, together with supporting documentation used by Seller in calculating the amounts set forth its therein. If Buyer notifies Seller in writing of an objection to the Estimated Closing Statement (which written notice shall, in good faith, describe in reasonable detail the specific items in or excluded from the Estimated Closing Statement that are in dispute and the nature and amount of any disagreement so identified) at least two (2) Business Days prior to the Closing Date, then Buyer and Seller shall seek in good faith estimate to agree to revisions to the Estimated Closing Statement to resolve such objection and Seller shall update and redeliver the Estimated Closing Statement to reflect any such agreements no later than the Business Day immediately prior to the Closing Date. If Buyer has validly provided notice of an objection to the Net Working Capital as Estimated Closing Statement pursuant to this Section 2.6(b) and Buyer and Seller fail to mutually agree upon revisions to the Estimated Closing Statement on or prior to the Business Day immediately prior to the Closing Date, then: (i) neither Buyer nor Seller shall delay the Closing because of such failure and (ii) the amounts set forth in the Estimated Closing Statement to which Buyer objects, without any adjustment, shall be the amounts used in the determination of the Closing Date (Cash Consideration. The agreement of the “Parties to revisions to the Estimated Closing Net Working Capital”), Statement or the Indebtedness failure of the Company Parties to agree to such revisions shall not constitute a waiver or limitation of a Party’s rights and its Subsidiaries immediately prior obligations pursuant to Closing (the “Estimated Closing Indebtedness”), unpaid Company Expenses at Closing (the “Estimated Closing Company Expenses”), Cash at Closing (“Estimated Cash”Section 2.6(c) and the allocation of the Closing Merger Consideration among the holders of Shares and Options, as contemplated by Section 1.6, which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the Contemplated Transactions), and a calculation of Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”)or otherwise. The Estimated Closing Net Working Capital Statement shall be prepared in accordance with GAAP. The Company shall provide Buyer and its Representatives reasonable access to also set forth wire transfer instructions for the books, records and personnel payment of the Company and its Subsidiaries and their Representatives, Closing Cash Consideration to the extent that they relate to the Estimated Closing Net Working Capital Statement and to such historical financial information related to the Estimated Closing Net Working Capital Statement as Buyer and its Representatives reasonably request to review the Estimated Closing Net Working Capital Statement prior to Closing and raise any objections; provided, however, that by conducting its review, Buyer shall not be deemed to have waived any of its rights with respect to the Final Closing Net Working Capital or Final Closing Net Working Capital Statement; and provided further, however, that such access shall be in a manner that does not interfere with the normal business operations of the Company and its Subsidiaries and that would not reasonably be expected to result in the waiver of any legal privilege or be in violation of applicable LawSeller.