Common use of Closing Estimates Clause in Contracts

Closing Estimates. At least three (3) Business Days prior to the anticipated Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Buyer a written statement that shall set forth (i) a good-faith estimate of the consolidated balance sheet of the Company and its Subsidiaries, as of the close of business on the day prior to the Closing Date (the “Preliminary Closing Balance Sheet”), (ii) a good-faith estimate of (A) Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Working Capital”), (B) Cash (the “Estimated Cash”) and (C) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Working Capital and Estimated Cash determined as of the close of business on the day prior to the Closing Date and without giving effect to the transactions contemplated herein and Estimated Transaction Expenses determined as of the Closing, giving effect to the transactions contemplated herein) and (iii) on the basis of the foregoing, a calculation of the Estimated Working Capital and Estimated Cash estimated in good faith in accordance with the Accounting Policies, to the extent applicable. Estimated Working Capital, Estimated Cash and Estimated Transaction Expenses shall be calculated in accordance with this Agreement. The calculations of Estimated Working Capital, Estimated Cash and Estimated Transaction Expenses shall be accompanied by a certificate of a duly authorized officer of the Company certifying that such estimates have been calculated in good faith in accordance with this Agreement and the Accounting Policies, to the extent applicable.

Closing Estimates. At least Not earlier than five Business Days, and not later than three (3) Business Days prior to the anticipated Closing Date, Seller Sellers shall prepare, or cause furnish to be prepared, and deliver to Buyer Buyers a written statement that shall set forth (i) a good-faith estimate of the consolidated balance sheet of the Company and its Subsidiaries, as of the close of business on the day prior to the Closing Date (the “Preliminary Closing Balance Sheet”), (ii) a good-faith estimate of (A) Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Working Capital”), (B) Cash (the “Estimated CashClosing Statement”) and duly executed by the Chief Financial Officer of the Company (Csolely in his capacity as such) all setting forth in reasonable detail good faith estimates of (a) the Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Working Capital and Estimated Cash determined as of the close of business on the day prior to the Closing Date and without giving effect to the transactions contemplated herein and Estimated Transaction Expenses determined as of the Closing, giving effect to (b) the transactions contemplated herein) and (iii) on the basis of the foregoing, a calculation of the Estimated Working Capital and Estimated Cash estimated in good faith in accordance with the Accounting Policies, to the extent applicable. Estimated Working Capital, Estimated Cash and Estimated Transaction Expenses shall be calculated in accordance with this Agreement. The calculations of Estimated Working Capital, Estimated Cash and Estimated Transaction Expenses shall be accompanied by a certificate of a duly authorized officer Debt of the Company certifying that and the Company Subsidiaries as of the Closing, (c) the Pension Funding Adjustment Amount as of the Closing, (d) the Working Capital Amount, and (e) the Company Cash Amount, and based on such estimates have been calculated in good faith estimates, an estimate of the Total Equity Value (the “Estimated Total Equity Value”). The Estimated Closing Statement and the determinations and calculations contained therein shall be based on the books and records of the Company and the Company Subsidiaries and shall be prepared in accordance with this Agreement and, in the case of the estimated Closing Working Capital Amount, the Accounting Principles. To the extent reasonably requested by Buyers, Sellers will make available to Buyers and their auditors and advisors all books, records, documents, work papers and other information of the Company and the Accounting PoliciesCompany Subsidiaries used in preparing the Estimated Closing Statement (including participant census data and selected information). The Estimated Closing Statement and the determinations and calculations contained therein (including the estimated Working Capital Amount) will be prepared and determined, to as applicable, in accordance with Section 3.4, as if it were the extent actual Closing Statement or Closing Working Capital Amount, as applicable, but based on the review of the financial information of the Company then reasonably available and inquiries of personnel responsible for the preparation of such financial information in the ordinary course of business.

Closing Estimates. At least three (3) Business Days prior to the anticipated Closing Date, Seller shall prepare, or cause to be prepared, and deliver to Buyer a written statement that shall set forth (iiii) a good-faith estimate of the consolidated balance sheet of the Company and its Subsidiaries, as of the close of business on the day prior to the Closing Date (the “Preliminary Closing Balance Sheet”), (iiiv) a good-faith estimate of (A) Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Working Capital”), (B) Cash (the “Estimated Cash”) and (C) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Working Capital and Estimated Cash determined as of the close of business on the day prior to the Closing Date and without giving effect to the transactions contemplated herein and Estimated Transaction Expenses determined as of the Closing, giving effect to the transactions contemplated herein) and (iiiv) on the basis of the foregoing, a calculation of the Estimated Working Capital and Estimated Cash estimated in good faith in accordance with the Accounting Policies, to the extent applicable. Estimated Working Capital, Estimated Cash and Estimated Transaction Expenses shall be calculated in accordance with this Agreement. The calculations of Estimated Working Capital, Estimated Cash and Estimated Transaction Expenses shall be accompanied by a certificate of a duly authorized officer of the Company certifying that such estimates have been calculated in good faith in accordance with this Agreement and the Accounting Policies, to the extent applicable.

Closing Estimates. At least three (3) Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Buyer a written statement that shall include and set forth (i) a good-faith estimate of the consolidated balance sheet of the Company and its Subsidiaries, as of the close of business on the day immediately prior to the Closing Date (the “Preliminary Closing Balance Sheet”), (ii) a good-faith estimate of (A) Net Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Net Working Capital”), (B) Indebtedness (“Estimated Indebtedness”), (C) Cash (the “Estimated Cash”) and ), (CD) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) and (E) Deferred Revenue (“Estimated Deferred Revenue”) (with each of Estimated Net Working Capital Capital, Estimated Cash, Estimated Indebtedness, Estimated Transaction Expenses and Estimated Cash Deferred Revenue determined as of the close of business on the day immediately prior to the Closing Date and without giving effect to the transactions contemplated herein and and, except for Estimated Transaction Expenses determined as of the ClosingExpenses, without giving effect to the transactions contemplated herein) and (iii) on the basis of the foregoing, a calculation of the Estimated Working Capital and Estimated Cash estimated in good faith in accordance with the Accounting Policies, to the extent applicablePurchase Price. Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses Deferred Revenue shall be calculated in accordance with the Applicable Accounting Principles. All such estimates shall control solely for purposes of determining the amounts payable at the Closing pursuant to Section 2.2 and shall not limit or otherwise affect the Buyer’s remedies under this Agreement. The calculations of Estimated Working CapitalAgreement or otherwise, Estimated Cash and Estimated Transaction Expenses shall be accompanied or constitute an acknowledgement by a certificate of a duly authorized officer the Buyer of the Company certifying that such estimates have been calculated in good faith in accordance with this Agreement and accuracy of the Accounting Policies, to the extent applicableamounts reflected thereof.

Closing Estimates. At least three (3) two Business Days prior to the anticipated Closing Date, Seller the Sellers shall prepare, or cause to be prepared, and deliver to the Buyer a written statement (the “Preliminary Closing Statement”) that shall include and set forth (i) a good-faith estimate of the consolidated balance sheet of the Company and its Subsidiaries, as of the close of business on the day prior to the Closing Date (the “Preliminary Closing Balance Sheet”), (ii) a good-faith estimate estimates of (A) Net Working Capital based on the Preliminary Closing Balance Sheet (the “Estimated Net Working Capital”), (B) Indebtedness (the “Estimated Indebtedness”), (C) Cash (the “Estimated Cash”) and (CD) all Transaction Expenses that are accrued or due and remain unpaid (the “Estimated Transaction Expenses”) (with each of Estimated Net Working Capital Capital, Estimated Indebtedness, Estimated Cash and Estimated Cash Transaction Expenses determined as of the close of business 11:59 p.m. on the day prior to immediately preceding the Closing Date and and, except for Estimated Transaction Expenses, without giving effect to the transactions contemplated herein and Estimated Transaction Expenses determined as of the Closingherein), giving effect to the transactions contemplated herein) and (iiiii) on the basis of the foregoing, a calculation of the Estimated Working Capital and Estimated Cash estimated in good faith in accordance with the Accounting Policies, to the extent applicablePurchase Price. Estimated Net Working Capital, Estimated Cash Indebtedness and Estimated Transaction Expenses Cash shall be calculated in accordance with this AgreementGAAP applied on a basis consistent with the preparation of the Sample Working Capital Statement. The calculations of Estimated Working Capital, Estimated Cash and Estimated Transaction Expenses All such estimates shall be accompanied subject to the Buyer’s approval, which shall not be unreasonably withheld, and shall control solely for purposes of determining the amounts payable at the Closing pursuant to Section 2.2 and shall not limit or otherwise affect the Buyer’s remedies under this Agreement or otherwise or constitute an acknowledgement by a certificate of a duly authorized officer the Buyer of the Company certifying that such estimates have been calculated in good faith in accordance with this Agreement and accuracy of the Accounting Policies, to the extent applicableamounts reflected therein.