Estimated Closing Adjustment Statement Sample Clauses

Estimated Closing Adjustment Statement. To Company and RBP, the Estimated Closing Adjustment Statement pursuant to Section 3.4(b).

Estimated Closing Adjustment Statement. No later than five Business Days prior to the Closing Date, Seller will deliver to Purchaser a statement (the “Estimated Closing Adjustment Statement”) setting forth (a) an unaudited consolidated balance sheet of the Purchased Companies as of the Reference Time, (b) Seller’s good faith estimates of Closing Net Working Capital (“Estimated Closing Net Working Capital”), Closing Indebtedness (“Estimated Closing Indebtedness”), Closing Cash (“Estimated Closing Cash”) and Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (c) Seller’s good faith calculation of the Estimated Closing Adjustment based thereon. The Estimated Closing Adjustment Statement will (x) be derived from the books and records of the Purchased Companies, (y) be prepared in accordance with the Accounting Principles, and (z) include reasonable supporting detail to evidence the calculations of the amounts contained therein. Seller shall in good faith consider any comments Purchaser may have to the Estimated Closing Adjustment Statement.