Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. At least five Business Days prior to the Closing Date, the Sellers’ Representative shall deliver to US Buyer a statement (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (i) Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof, and the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (ii) the amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded Indebtedness”), (iv) the amount of Closing Cash which, for purposes of the Estimated Closing Statement, shall be deemed to be zero dollars, and (v) the resulting calculation of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Statement and the calculations thereunder shall be prepared and calculated by Sellers in good faith.

Estimated Closing Statement. At least Not later than five (5) Business Days prior to the Closing DateClosing, the Sellers’ Representative Transferor shall deliver to US Buyer Acquiror a written statement (the “Estimated Closing Statement”)) consisting of calculations as of the Calculation Time prepared in accordance with the Accounting Principles and Section 2.03(d) and the defined terms contained in this Agreement, reasonably acceptable to US Buyertogether with reasonable supporting calculations, setting forth and, based thereon, a good faith calculation, together with reasonably detailed supporting documentation, estimate of: : (i) Closing Net Working Capital as of the Calculation Time (the “Estimated Closing Net Working Capital”) ), together with a reasonably detailed explanation of the calculation thereof and the components thereof, and of the Estimated Closing Net Working Capital Increase or Estimated Working Capital Decrease, as the case may beAdjustment Amount, (ii) Cash and Cash Equivalents as of the amount of Company Transaction Expenses Calculation Time (the “Estimated Company Transaction ExpensesClosing Cash”), (iii) the aggregate amount of Closing Indebtedness as of the Calculation Time (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded Indebtedness”), (iv) the aggregate amount of Closing Cash which, for purposes of Transaction Expenses (the “Estimated Closing Statement, shall be deemed to be zero dollarsTransaction Expenses”), and (v) the resulting calculation Closing Date Payment. It is understood and agreed that the Parties will cooperate in good faith and exchange financial information also ahead of the Purchase Price under Section 2.2(a) (preparation of the “Estimated Purchase Price”). The Estimated Closing Statement to enable Acquiror to timely review and assess the accuracy of the Estimated Closing Statement; provided that, in no event shall the Closing be delayed as a result of the foregoing and in the event of any disagreement between the parties with respect to any items included in the Estimated Closing Statement, the Estimated Closing Statement as delivered by Transferor shall definitively set forth the calculations thereunder shall be prepared and calculated by Sellers for each of the items set forth in good faithclauses (i)-(v) of this Section 2.03(a).

Estimated Closing Statement. At least five three Business Days prior to the scheduled Closing Date, the Sellers’ Representative Cannabist shall prepare and deliver to US Buyer a statement (the “Estimated Closing Statement”) setting forth its reasonable estimate of: (a) Cash (“Estimated Cash”), reasonably acceptable to US Buyer, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (ib) Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof(provided, and that in no event will the Estimated Working Capital Increase or be deemed to be greater than $1,000,000 more than the Target Working Capital; provided, further, that in the event the Estimated Working Capital Decreasewould be more than $1,000,000 more than the Target Working Capital but for the proviso contained herein, as the case may beEstimated Working Capital shall be deemed to equal $1,000,000 more than the Target Working Capital), (iic) the aggregate amount of Indebtedness of the Company as of immediately prior to the Closing (“Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses (the “Estimated Company Transaction Expenses”), (iiie) the aggregate amount of Closing Indebtedness Transaction Payments (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded IndebtednessTransaction Payments”), (iv) the amount of Closing Cash which, for purposes of the Estimated Closing Statement, shall be deemed to be zero dollars, and (vf) the resulting calculation of the Purchase Price under Section 2.2(aInitial Promissory Note Amount, (g) whether each Member is an Accredited Stockholder and (h) each such Member’s Pro Rata Share of the “Estimated Closing Cash Payment, the Initial Promissory Note Amount and Final Stock Purchase Price”). The Cannabist and its representatives shall review and consult with Buyer regarding the Estimated Closing Statement Statement, and Cannabist shall consider all comments reasonably made by Buyer and its representatives with respect to the calculations thereunder shall be prepared and calculated by Sellers in good faithEstimated Closing Statement.

Estimated Closing Statement. At least five three (3) Business Days prior to the scheduled Closing Date, the Sellers’ Representative Cannabist shall prepare and deliver to US Buyer (i) an estimated balance sheet as of the Closing Date (prepared in accordance with GAAP and the methodologies and guidelines set forth on the Working Capital Schedule) and (ii) a statement (the “Estimated Closing Statement”) setting forth its reasonable estimate of: (a) Cash (“Estimated Cash”), reasonably acceptable to US Buyer, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (ib) Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof, and the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be), (iic) the aggregate amount of Indebtedness of the Company as of the Closing (“Estimated Indebtedness”), (d) the aggregate amount of Transaction Expenses as of the Closing (the “Estimated Company Transaction Expenses”), (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded Indebtedness”), (iv) the amount of Closing Cash which, for purposes of the Estimated Closing Statement, shall be deemed to be zero dollars, and (ve) the resulting calculation of the Purchase Price under Initial Closing Cash Payment (subject to adjustment in accordance with Section 2.2(a) (the “Estimated Purchase Price”2.8). The Cannabist and its representatives shall review and consult with Buyer regarding the Estimated Closing Statement, and Cannabist shall consider, in good faith, all comments reasonably made by Buyer and its representatives with respect to the balance sheet and the Estimated Closing Statement (including invoices and/or payoff letters for each of the Transaction Expenses, as applicable); provided that Cannabist shall not unreasonably reject any such reasonable comments made by Buyer and its representatives. Each of the calculations thereunder Companies and Members shall be prepared give (and calculated by Sellers Cannabist shall cause the Companies and Members to provide) Buyer with timely access to all supporting records and work papers used in good faithpreparation of the Estimated Closing Statement.

Estimated Closing Statement. At least (a) Not more than five (5) Business Days but not less than three (3) Business Days prior to the Closing Date, the Sellers’ Representative Company shall prepare and deliver to US Buyer the Purchaser a statement satisfactory to the Purchaser executed by the Chief Financial Officer or other similar person of the Company (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, ) setting forth a the Company’s good faith calculation, together with reasonably detailed supporting documentation, of: estimates of (i) Closing Net the Working Capital calculated as of immediately prior to Closing (the “Estimated Closing Net Working Capital”) and ), including the components thereof, and the Company’s calculation of any Estimated Working Capital Increase Excess or Estimated Working Capital DecreaseDeficit, as the case may beapplicable, (ii) the amount Indebtedness as of Company Transaction Expenses immediately prior to the Closing (the “Estimated Company Transaction ExpensesIndebtedness”), (iii) the amount Transaction Expenses as of immediately prior to the Closing Indebtedness (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded IndebtednessTransaction Expenses”), (iv) the amount Cash as of immediately prior to the Closing Cash which, for purposes of (the “Estimated Closing Statement, shall be deemed to be zero dollarsCash”), and (v) the resulting calculation Estimated Closing Payment, accompanied by reasonably detailed calculations, data, and schedules supporting the computation of such amounts. (b) The parties hereto agree that, during the period from the delivery of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Statement through the Closing Date, the parties shall (and the calculations thereunder shall be prepared and calculated by Sellers cause their representatives to) cooperate in good faithfaith (including by providing additional information), and consider in good faith any changes to the Estimated Closing Statement (including all components thereof).

Estimated Closing Statement. At least (a) Not later than five (5) Business Days prior to the Closing Date, the Sellers’ Representative Seller shall prepare and deliver to US Buyer Purchaser an unaudited estimated consolidated balance sheet of the Target Group as of the Effective Time prepared in accordance with the Accounting Principles, together with a statement (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, ) setting forth a good faith calculation, together with reasonably detailed supporting documentation, offorth: (i) Seller’s good faith estimate of the amount of the Closing Net Debt (the “Estimated Closing Net Debt”); (ii) Seller’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof, and the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (ii) the amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”), ; (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded Indebtedness”), Net Working Capital Adjustment; and (iv) Seller’s good faith estimate of the amount Initial Purchase Price (based on such amounts). (b) The Estimated Closing Statement shall quantify in reasonable detail (and reasonable supporting documentation will be delivered in connection therewith) the estimates of the items constituting Estimated Closing Cash whichNet Debt, for purposes Estimated Closing Net Working Capital and Estimated Closing Net Working Capital Adjustment, as applicable, and in each case calculated in accordance with the terms of this Agreement. Seller shall keep Purchaser reasonably informed of the preparation of the Estimated Closing Statement, shall be deemed to be zero dollars, Statement and (v) prepare the resulting calculation of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Statement from the books and records of the calculations thereunder Business in accordance with the Accounting Principles, and upon delivery to Purchaser, Seller shall be prepared and calculated by Sellers consult with Purchaser in good faithconnection with matters set forth therein.

Estimated Closing Statement. At least five (a) For purposes of determining the amount of cash to be paid as the Estimated Closing Payment by Buyer Sub (or, if any portion is not paid by Buyer Sub, by Buyer Parent) at the Closing pursuant to Section 3.1(b), Seller shall prepare and deliver to Buyer Parent, not less than three (3) Business Days prior to before the Closing Date: (i) a good faith estimate of the Closing Working Capital (such amount, the Sellers’ Representative “Estimated Closing Working Capital”); (ii) a good faith estimate of the Business CapEx Amount (the “Estimated Business CapEx Amount”); (iii) a good faith estimate of the Seller Business Indebtedness (the “Estimated Seller Business Indebtedness”); (iv) a good faith estimate of the Estimated Closing Payment; and (v) a good faith estimate of the Estimated Closing Purchase Price. Seller agrees that it shall deliver to US Buyer a prepare such statement (the “Estimated Closing Statement”)) in accordance with, reasonably acceptable to US Buyeras applicable, setting forth a good faith calculationthe definitions of “Closing Working Capital”, together with reasonably detailed supporting documentation“Business CapEx Amount”, of: (i) Closing Net Working Capital (the “Seller Business Indebtedness,” “Estimated Closing Net Working Capital”) Payment” and the components thereof, and the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (ii) the amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded Indebtedness”), (iv) the amount of Closing Cash which, for purposes of the Estimated Closing Statement, shall be deemed to be zero dollars, and (v) the resulting calculation of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”). The Estimated Closing Statement and the calculations thereunder shall be prepared and calculated by Sellers in good faith.Closing

Estimated Closing Statement. At least five Business Days prior Prior to the Closing DateClosing, the Sellers’ Representative shall deliver Sellers will have delivered to US Buyer a statement certificate signed by Sellers (the “Estimated Closing Statement”), ) and reasonably acceptable to US Buyer, setting forth a Sellers’ good faith calculation, together with reasonably detailed supporting documentation, of: estimate (including all calculations in reasonable detail) based on the financial statements and books and records of the Lighthouse Companies of (i) Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the components thereof, and the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (ii) the amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”) and identifying all amounts, if any, that qualify as Funded Indebtedness (the “Estimated Funded Indebtedness”), (iv) the amount of Closing Cash which, for purposes of the Estimated Closing Statement, shall be deemed to be zero dollars, and (v) the resulting calculation of the Purchase Price under Section 2.2(a) (the “Estimated Purchase Price”), including the calculation of the trailing twelve full fiscal month Adjusted EBITDA as of the end of the last fiscal month immediately prior to the Closing, (ii) the Net Working Capital and Closing Accounts Receivable, and attaching an estimated consolidated balance sheet of the Lighthouse Companies as of the Closing, (iii) the amount that Indebtedness will be on the Closing Date, identifying the amount owed to each creditor thereof, together with payoff letters from the Lighthouse Company’s creditors in form and substance reasonably acceptable to Buyer, (iv) the amount that Transaction Expenses will be on the Closing Date, including the amount owed to each payee thereof, and (v) the amount of the Transaction Bonuses, including the amount owed to each payee thereof. The Estimated Closing Statement and the calculations thereunder shall be prepared applying the definitions of Net Working Capital and calculated by Sellers in good faithAdjusted EBITDA contained herein. The Estimated Closing Statement shall also include the wire transfer instructions for any payments to be made under Section 1.3.

Estimated Closing Statement. At least five (5) Business Days prior to the Closing Date, the Sellers’ Representative Company shall prepare and deliver to US Buyer a written statement (the form and substance of which shall be subject to Buyer’s approval, which approval shall not be unreasonably withheld) (the “Estimated Closing Statement”), reasonably acceptable to US Buyer, setting forth ) that includes a good good-faith calculation, together estimated balance sheet of the Company as of the Effective Time prepared in accordance with reasonably detailed supporting documentation, ofthe Accounting Principles (the “Estimated Closing Balance Sheet”) and a good-faith estimate of the following: (ia) The Closing Net Company Transaction Expenses (the “Estimated Closing Company Transaction Expenses”); (b) The Closing Company Indebtedness (the “Estimated Closing Company Indebtedness”); (c) The Closing Working Capital (the “Estimated Closing Net Working Capital”) and, as determined by calculating the difference between the Closing Working Capital and the components thereofTarget Closing Working Capital, and the Estimated Closing Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (ii) the amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”), (iii) the amount of Closing Indebtedness Surplus (the “Estimated Closing IndebtednessWorking Capital Surplus”) and identifying all amounts, if any, that qualify as Funded Indebtedness or the Closing Working Capital Deficit (the “Estimated Funded IndebtednessClosing Working Capital Deficit”), as applicable; (ivd) the amount of Closing Cash which, for purposes of the Estimated Closing Statement, shall be deemed to be zero dollars, and (v) the resulting calculation of the The Adjusted Purchase Price under Section 2.2(a) (the “Estimated Adjusted Purchase Price”). ; (e) The Estimated Stock Consideration; and (f) The Closing Statement and the calculations thereunder shall be prepared and calculated by Sellers in good faithCash Payment.

Estimated Closing Statement. At least five No later than four (4) Business Days prior to the Closing Date, the Sellers’ Representative Company shall deliver to US Buyer the Purchaser a statement (the “Estimated Closing Statement”), reasonably acceptable to US Buyerprepared in good faith, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (a) an estimate of (i) the Closing Date Net Working Capital Amount (the “Estimated Net Working Capital”), (ii) the Closing Cash (the “Estimated Closing Net Working Capital”) and the components thereof, and the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, (ii) the amount of Company Transaction Expenses (the “Estimated Company Transaction ExpensesCash”), (iii) the amount of Closing Indebtedness (the “Estimated Closing Indebtedness”), and (iv) and identifying all amounts, if any, that qualify as Funded Indebtedness the Selling Expenses (the “Estimated Funded IndebtednessSelling Expenses”), and (ivb) on the amount of Closing Cash which, for purposes basis of the Estimated Closing Statementforegoing, shall be deemed to be zero dollars, and (v) the resulting a calculation of the Purchase Price under Section 2.2(a) Cash Consideration (the “Estimated Purchase PriceCash Consideration”). The Estimated Closing Statement and all of the calculations thereunder set forth therein shall be prepared in accordance with the Agreed Accounting Principles. Concurrently with the delivery of the Estimated Closing Statement, the Company shall also deliver to the Purchaser and calculated by Sellers to the Paying Agent the Allocation Statement setting forth the allocations of the payments to be made at Closing based upon the amounts set forth in good faiththe Estimated Closing Statement, with the aggregate of such cash payments to be made at Closing not exceeding the Estimated Cash Consideration.