Common use of Closing Estimates Clause in Contracts

Closing Estimates. Not less than two (2) Business Days prior to the Closing, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) reflecting in reasonable detail the Company’s good faith calculation of the Closing Consideration, with an example of such statement attached hereto as Exhibit F. In connection with determining the Closing Consideration, the Company shall estimate in good faith (with such estimates reflected in reasonable detail on the Estimated Closing Statement) the Closing Net Working Capital Adjustment (the “Estimated Net Working Capital Adjustment”), Closing Indebtedness (the “Estimated Indebtedness”), Closing Cash (“Estimated Cash”), and Closing Transaction Expenses (the “Estimated Transaction Expenses”). The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including, as applicable, Exhibit B. The Company shall consider in good faith Parent’s comments to the Estimated Closing Statement and make such modifications to the Estimated Closing Statement as the Company shall determine in good faith are necessary to achieve conformity with the requirements of this Agreement, including, as applicable, Exhibit B. The Closing Consideration shall be adjusted following the Closing in the manner required by Section 4.2.