Common use of Closing Payment Adjustments Clause in Contracts

Closing Payment Adjustments. (a) Not less than five Business Days prior to the anticipated Closing Date, Seller shall provide Purchaser with a statement with a written estimate of each of (i) Working Capital, (ii) Indebtedness of the Company and (iii) the CapEx Shortfall Amount, in each case as of the Closing (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Seller’s determination of the Closing Payment Adjustments and the Purchase Price after giving effect to the Closing Payment Adjustments and (B) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section ‎‎2.3. For the avoidance of doubt, the estimate of the Indebtedness of the Company as of the Closing set forth on the Estimated Closing Statement shall give effect to the repayment of Repayment Debt pursuant to Section ‎5.16, which repayment shall have been completed at or prior to the Closing.

Closing Payment Adjustments. (a) Not less than five Business Days prior to the anticipated Closing Date, Seller shall provide Purchaser with a statement with a written estimate of each of (i) Working Capital, Capital and (ii) Indebtedness of the Company and (iii) the CapEx Shortfall AmountCompany, in each case as of the Closing (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Seller’s determination of the Closing Payment Adjustments and the Purchase Price after giving effect to the Closing Payment Adjustments and (B) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section ‎‎2.32.3. For the avoidance of doubt, the estimate of the Indebtedness of the Company as of the Closing set forth on the Estimated Closing Statement shall give effect to the repayment repayment, settlement or cancellation of Repayment Intercompany Debt pursuant to Section ‎5.165.8, which repayment shall have been completed at or prior to the Closing.

Closing Payment Adjustments. (a) Not less than five Business Days prior to the anticipated Closing Date, Seller shall provide Purchaser with a statement with a written estimate of each of (i) Working Capital, Capital and (ii) Indebtedness of the Company and (iii) the CapEx Shortfall AmountCompanies, in each case as of the Closing (the “Estimated Closing Statement”), which shall be accompanied by a notice that sets forth (A) Seller’s good faith determination of the Closing Payment Adjustments and the Purchase Price after giving effect to the Closing Payment Adjustments and (B) the account or accounts to which Purchaser shall transfer the Purchase Price pursuant to Section ‎‎2.32.3. For the avoidance of doubt, the estimate of the Indebtedness of the Company Companies as of the Closing set forth on the Estimated Closing Statement shall give effect to the repayment of Repayment Debt pursuant to Section ‎5.16, which repayment shall have been completed Indebtedness that occurs at or prior to the Closing.