Common use of Closing Estimates Clause in Contracts

Closing Estimates. Not less than three (3) Business Days prior to the Closing, the Company shall prepare and deliver to Parent a statement (the “Estimated Statement”) reflecting the Company’s good faith calculation of the Closing Consideration. In connection with determining the Closing Consideration, the Company shall estimate the Closing Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), Closing Indebtedness (the “Estimated Indebtedness”), Closing Cash (the “Estimated Cash”) and Closing Transaction Expenses (the “Estimated Transaction Expenses”). Parent shall be entitled to review, comment in and request reasonable changes to the Estimated Net Working Capital Adjustment, the Estimated Indebtedness, the Estimated Cash, and the Estimated Transaction Expenses, and the Company shall consider in good faith any written comments made by Parent with respect to the Estimated Statement prior to the Closing Date.