Common use of Closing Estimates Clause in Contracts

Closing Estimates. At least five (5) Business Days before the Closing, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) setting forth in reasonable detail its good faith estimate, without giving effect to the transactions contemplated by this Agreement, of (i) the Closing Working Capital as of 12:01 a.m. Eastern time on the Closing Date calculated in accordance with GAAP (the “Estimated Closing Working Capital”), (ii) the Indebtedness as of 12:01 a.m. Eastern time on the Closing Date (the “Estimated Indebtedness”), (iii) the Transaction Expenses as of 12:01 a.m. Eastern time on the Closing Date (the “Estimated Transaction Expenses”), and (iv) the Cash as of 12:01 a.m. Eastern time on the Closing Date (the “Estimated Cash”).