Common use of Closing Payment Statement Clause in Contracts

Closing Payment Statement. Prior to the Closing Date, Seller has delivered to Purchaser a certificate executed by a duly authorized officer of Seller containing a statement (the “Closing Payment Statement”) setting forth (i) Seller’s good faith estimate of the aggregate amount of the Cash Equivalents, (ii) Seller’s good faith estimate of the Net Working Capital and the resulting amount, if any, by which the Net Working Capital is less than (or greater than) Target Working Capital, (iii) Seller’s good faith estimate of the Closing Indebtedness, (iv) Seller’s calculation of the Aggregate Purchase Price based on the foregoing (the “Estimated Aggregate Purchase Price”) and (v) Seller’s good faith estimate of the Loan Receivables (it being understood and agreed by the parties that such good faith estimates are based on Seller’s calculation of Net Working Capital and Closing Indebtedness as of July 31, 2018).