Delivery of Estimated Closing Statement. Seller Representative shall prepare and deliver to Buyer, not more than five (5) Business Days (but at least three (3) Business Days) prior to the Closing Date, a statement, in form and substance reasonably satisfactory to Buyer (the “Estimated Closing Statement”), setting forth in reasonable detail Sellers’ (a) good faith written estimate of the Closing Working Capital (the “Estimated Working Capital”), calculated using the same accounting principles, methodologies, policies, and practices used in the example calculation of Net Working Capital as of the Balance Sheet Date set forth on Schedule 1C, (b) good faith written estimate of the Assumed Indebtedness (the “Estimated Assumed Indebtedness”), (c) good faith written estimate of the Buyer Funded Liabilities (the “Estimated Buyer Funded Liabilities”), (d) good faith written estimate of the Final Seller New Tower Expenditure (the “Estimated Seller New Tower Expenditures”) and (e) calculation of the Purchase Price payable at Closing in accordance with Section 2.5 as if such Estimated Working Capital, Estimated Assumed Indebtedness, Estimated Buyer Funded Liabilities and Estimated Seller New Tower Expenditures were the actual amount of Closing Working Capital, Assumed Indebtedness, Buyer Funded Liabilities and Final Seller New Tower Expenditures (the Purchase Price as so estimated, the “Estimated Purchase Price”). All amounts set forth in the Closing Statement shall be subject to the review, comment, and approval of Buyer, which shall not be unreasonably withheld, conditioned, or delayed. To the extent requested by Buyer, Seller Representative shall promptly provide Buyer with reasonable access to such information of Sellers, including the information used by Sellers in calculating such amounts, as is reasonably necessary for Buyer to review such amounts.
Delivery of Estimated Closing Statement. At least five (5) Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a statement and worksheet setting forth Seller’s good faith estimate of: (i) Closing Cash (the “Estimated Closing Cash”), (ii) Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and (iii) the Closing Purchase Price resulting therefrom. 2C.
Delivery of Estimated Closing Statement. (i) At least three (3) Business Days prior to the Closing, the Member and the Company will, in good faith and in accordance with the terms of this Section 1.8, cause to be prepared and delivered to Buyer a statement (the “Estimated Closing Statement”), which Estimated Closing Statement shall include reasonably detailed estimates and supporting work papers of Member Costs and Member Capital Contributions as of immediately prior to the Closing and a calculation of the Purchase Price (the “Closing Date Purchase Price”) based on such estimates;
Delivery of Estimated Closing Statement. No later than three (3) Business Days prior to the Closing, the Company will deliver to Purchaser (i) the List of Participating Holders and (ii) a certificate signed by an authorized officer of the Company attaching an itemized statement (the “Estimated Closing Statement”) setting forth in reasonable detail the Company’s good faith estimates of (A) Cash of the Company as of the Closing Date (the “Estimated Closing Cash”), (B) Indebtedness of the Company as of the Closing Date (the “Estimated Closing Indebtedness”), and (C) Transaction Expenses as of the Closing Date (the “Estimated Closing Transaction Expenses”). The Company and Purchaser each agrees to provide, upon the other’s request, reasonable access (including electronic access, to the extent available), to the applicable books, records, properties and personnel of the Company or Purchaser, as applicable, for purposes of verifying the information in the Estimated Closing Statement.
Delivery of Estimated Closing Statement. No later than the fifth Business Day prior to the Closing Date, the Company shall deliver to the Parent a statement (the "Estimated Closing Statement") of the Estimated Closing Equity and Estimated Cash Shortfall and a calculation of the Preliminary Adjustment Amount, together with supporting calculations. As used in this Agreement, the "Preliminary Adjustment Amount" shall mean an amount equal to the sum of (a) the excess, if any, of (i) the Target Equity over (ii) the Estimated Closing Equity plus (b) the Estimated Cash Shortfall.
Delivery of Estimated Closing Statement. The Sellers' Representative has prepared and delivered to Buyer a statement, in form and substance reasonably satisfactory to Buyer (the "Estimated Closing Statement"), setting forth in reasonable detail the (a) good faith written estimate of the Closing Seller Transaction Expenses (the "Estimated Seller Transaction Expenses"); (b) good faith written estimate of the Closing Working Capital (the "Estimated Working Capital") and (c) calculation of the Cash Proceeds payable at the Closing in accordance with Section 2.4 as if the Estimated Seller Transaction Expenses and the Estimated Working Capital were the actual amount of the Closing Indebtedness, the Closing Seller Transaction Expenses and the Closing Working Capital, respectively (the Cash Proceeds as so estimated, the "Estimated Purchase Price"). The Estimated Purchase Price shall be subject to adjustment after the Closing pursuant to Section 2.4 and the other provisions of this Agreement.
Delivery of Estimated Closing Statement. At least five (5) Business Days prior to the Closing Date, Seller will prepare and deliver to Buyer a written statement setting forth in reasonable detail Seller’s good faith estimate of: (i) the Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the Closing Date Indebtedness (the “Estimated Closing Indebtedness”), (iii) the Remediation Cost Advances, if any (the “Estimated Remediation Cost Advances”), and (iv) the Closing Payment resulting therefrom. Buyer shall have the right, acting in good faith, to review and comment upon the Estimated Closing Net Working Capital, the Estimated Closing Indebtedness and the Closing Payment resulting therefrom, as set forth in the statement delivered by Seller, and shall provide any such comments to Seller no later than three (3) Business Days prior to the Closing Date. Seller will review and consider Buyer’s comments to such closing statement and, acting in good faith, shall incorporate such comments into such closing statement in its reasonable judgment, in which case the Estimated Closing Net Working Capital, the Estimated Closing Indebtedness and Estimated Remediation Cost Advances, if any, used to calculate the Closing Payment pursuant to Section 2A(ii) shall be the respective amounts set forth in such adjusted closing statement delivered to Buyer at least one (1) Business Day prior to the Closing Date.
Delivery of Estimated Closing Statement. At least three Business Days prior to the Closing Date, the Seller, in good faith and in accordance with the terms of this Section 2.5, prepared and delivered, or caused to be prepared and delivered, to Buyer (i) a written statement setting forth in reasonable detail its good faith calculation (the “Estimated Closing Statement”) of the (A) Estimated Purchase Price, (B) Relevant Debt (“Estimated Relevant Debt”), (C) Relevant Working Capital (“Estimated Relevant Working Capital”), (C) Estimated Relevant Working Capital Surplus, if any; (D) Estimated Relevant Working Capital Deficit, if any, (E) Cash Equivalents (“Estimated Cash Equivalents”), (F) Transaction Expenses (“Estimated Transaction Expenses”) and (G) Estimated CAPEX Deficit, if any, and (ii) a good faith estimated consolidated balance sheet of the Acquired Companies as of the Closing Date (the “Estimated Closing Balance Sheet”), a copy of which is attached in Schedule 2.5(d). The Estimated Relevant Debt, the Estimated Relevant Working Capital, Estimated Relevant Working Capital Surplus (if any), Estimated Relevant Working Capital Deficit (if any), the Estimated Cash Equivalents, the Estimated Transaction Expenses and the Estimated CAPEX Deficit, if any, reflected in the Estimated Closing Statement shall be used to determine the Estimated Purchase Price, for purposes of Section 2.2.
Delivery of Estimated Closing Statement. No later than three Business Days prior to the Closing Date, Seller Parent will prepare and deliver to Purchaser an Estimated Closing Statement. Any currency conversions made in preparation of the foregoing will be made at the Period End Rate.
Delivery of Estimated Closing Statement. Sellers shall prepare and deliver to Buyer,
