Common use of Closing Estimates Clause in Contracts

Closing Estimates. No later than three 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 (the “Preliminary Closing Statement”) including and setting forth (i) a good-faith estimate of (A) Net Working Capital (the “Estimated Net Working Capital”), (B) Indebtedness (“Estimated Indebtedness”), (C) Cash (“Estimated Cash”) and (D) unpaid Transaction Expenses (“Estimated Transaction Expenses”) (with each of the Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses determined as of 11:59 p.m. Eastern time on the date immediately prior to the Closing Date, but after giving effect to the Reorganization) and (ii) on the basis of the foregoing, a calculation of the Estimated Cash Purchase Price. The Estimated Net Working Capital, Estimated Indebtedness, Estimated Cash and Estimated Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of the Balance Sheet (except in instances where the Seller’s prior accounting practices differ from GAAP and consistent application thereof, which differences are summarized on Section 2.4 of the Seller Disclosure Schedules (the “Applicable Accounting Principles”)) and the Sample Statement. No later than two Business Days prior to the Closing, the Seller shall prepare, or cause to be prepared, and deliver to the Buyer an itemized list of Transaction Expenses, including wiring instructions.