Common use of Closing Estimates Clause in Contracts

Closing Estimates. No later than five Business Days prior to the Closing Date, Sellers shall cause to be prepared and delivered to Buyer (x) an estimated balance sheet of the Sellers and the Transferred Companies setting forth the book value of the Sellers' and the Transferred Companies' assets and liabilities as of the Closing without taking into account any of the transactions contemplated hereby, (y) a statement in writing (the "Estimated Closing Statement") setting forth in reasonable detail (a) an estimate of Net Cash Assets as of the Closing (the "Estimated Net Cash Asset Amount"), (b) an estimate of Transferred Company Debt as of immediately prior to Closing (the "Estimated Indebtedness Amount"), and (c) the Critical Vendor Holdback Amount, and (z) an Excel workbook containing the payment amounts and all calculations, deductions and adjustments related to the payment amounts, including the Closing Consideration, Payoff Debt, the Transferred Company Debt and the MSKK Intercompany Payable, contemplated herein and wire transfer instructions for the payments to be made at Closing pursuant to Section 4.3 (the "