Common use of Estimated Closing Statement Clause in Contracts

Estimated Closing Statement. The Seller Parties shall prepare in good faith and deliver to the Buyer Parties for their review and comment, a statement of estimated Proration Items, together with all relevant supporting documentation (the “Closing Statement”), to be submitted to the Buyer Parties no less than five (5) Business Days before the Second Closing Date (the “Estimated Closing Statement”). The Proration Items reflected in the Estimated Closing Statement will be paid at the Second Closing by the Buyer Parties to the Seller Parties by increasing the cash to be delivered by the Buyer Parties in payment of the Membership Interests Amount and the Transferred Assets Amount at the Initial Closing. As soon as practicable following the Second Closing and, in any event, not later than sixty (60) days after the Second Closing, the Buyer Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Estimated Closing Statement (as approved by the Buyer Parties, the “Adjusted Closing Statement”) which update will reflect the Buyer Parties’ calculation of Proration Items pursuant to this Section 3.06 as of the Second Closing Date based on the information available as of the preparation date.

Estimated Closing Statement. The Seller Parties shall prepare in good faith and deliver to the Buyer Parties for their review and comment, a statement of estimated Proration Items, together with all relevant supporting documentation No later than three (the “Closing Statement”), to be submitted to the Buyer Parties no less than five (53) Business Days before prior to the Second Closing Date Date, the Company shall deliver to Buyer a statement (the “Estimated Closing Statement”), setting forth the Company’s good faith calculation of (i) Purchase Price (the “Estimated Purchase Price”), (ii) Closing Cash, (iii) Closing Indebtedness, (iv) Closing Net Working Capital, (v) Growth Capex Expenditures and (vi) Transaction Expenses, in each case together with reasonable supporting detail as to each of the calculations; provided that notwithstanding the foregoing calculations of the actual Positive Adjustment Items, the sum of such Positive Adjustment Items for which Buyer shall be responsible for pursuant to Section 2.2(b) shall in no event exceed the Positive Adjustment Cap. The Proration Items reflected Estimated Closing Statement shall be prepared in accordance with the Accounting Principles and shall also set forth the amount to be paid to each Seller at the Closing pursuant to Section 2.2(b). Buyer shall be entitled to comment on and request reasonable changes to the Estimated Closing Statement and the Company shall consider in good faith any changes Buyer proposes to the Estimated Closing Statement and revise such statement if, based on its good faith assessment, such changes are warranted; provided, that in case of any disagreement between the parties, in no case shall such discussions delay the Closing and the amounts set forth in the Estimated Closing Statement shall be used to consummate the Closing. The Payoff Letters and the Transaction Expense Invoices will be paid at the Second Closing by the Buyer Parties to the Seller Parties by increasing the cash to be delivered by the Buyer Parties in payment of the Membership Interests Amount and the Transferred Assets Amount at the Initial Closing. As soon as practicable following the Second Closing and, in any event, not later than sixty (60) days after the Second Closing, the Buyer Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update attached to the Estimated Closing Statement (as approved by the Buyer Parties, the “Adjusted Closing Statement”) which update will reflect the Buyer Parties’ calculation of Proration Items pursuant to this Section 3.06 as of the Second Closing Date based on the information available as of the preparation date.

Estimated Closing Statement. The No later than three (3) Business Days prior to the Closing Date, Seller Parties shall prepare in good faith and deliver to the Buyer Parties for their review and comment, Purchaser a statement of estimated Proration Items, together with all relevant supporting documentation (the “Closing Statement”), to be submitted to the Buyer Parties no less than five (5) Business Days before the Second Closing Date (the “Estimated Closing Statement”) setting forth (x) the Seller’s good faith estimate of (a) Closing Working Capital (“Estimated Working Capital”). The Proration Items reflected , (b) the Estimated Adjustment Amount, (c) the HR Standup Amount, and (d) the Closing Purchase Price resulting therefrom, together with such reasonable schedules and data with respect to the determination thereof as are appropriate to support the calculations set forth in the Estimated Closing Statement, and (y) wire instructions for the Seller. The Estimated Closing Statement will shall be paid at unaudited, and shall be prepared in accordance with the Second Closing by the Buyer Parties to the Seller Parties by increasing the cash to be delivered by the Buyer Parties in payment terms of the Membership Interests Amount and the Transferred Assets Amount at the Initial Closing. As soon as practicable following the Second Closing this Agreement and, in any event, not later than sixty (60) days after the Second Closingcase of Estimated Working Capital, the Buyer Parties Accounting Principles, and shall prepare also be based on the books and records of the Seller and the Business. Purchaser shall have the opportunity to review and comment on the Estimated Closing Statement, which comments Seller shall consider in good faith and deliver to the Seller Parties for their approvaland, which approval if accepted, shall not be unreasonably withheld, delayed or conditioned, an update to deemed incorporated into the Estimated Closing Statement (as approved by Statement; provided, that in the Buyer Partiesevent of any disagreement, Seller’s good faith estimates so delivered shall be used in calculating the “Adjusted Closing Statement”) which update will reflect the Buyer Parties’ calculation of Proration Items pursuant to this Section 3.06 as of the Second Closing Date based on the information available as of the preparation datePurchase Price.

Estimated Closing Statement. The Seller Parties shall prepare in good faith and deliver to the Buyer Parties for their review and comment, a statement of estimated Proration Items, together with all relevant supporting documentation (the “Closing Statement”), to be submitted to the Buyer Parties no less Not later than five (5) Business Days before prior to the Second Closing Date Date, Rave will cause to be prepared and will provide to Buyer a written statement (the “Estimated Closing Statement”) setting forth in reasonable detail Rave’s estimates of the Total Acquisition Consideration, the Closing Cash Amount, the Closing Debt Amount, the Seller Transaction Expenses and the Net Working Capital Adjustment Amount (in each case, together with reasonable detail and supporting calculations). The Proration Items estimated Net Working Capital calculation reflected in the Estimated Closing Statement will be paid at prepared in accordance with the Second Accounting Principles and this Agreement. The Initial Total Acquisition Consideration shall be calculated using the estimates reflected in the Estimated Closing by Statement. At all times after the Buyer Parties delivery of the Estimated Closing Statement and prior to the Seller Parties by increasing Closing, Rave shall (a) provide Buyer and its representatives and its advisors a reasonable opportunity to review, during normal business hours and upon reasonable advance notice, Rave’s and the cash Acquired Subsidiaries’ books and records and the working papers related to be delivered by the Buyer Parties in payment preparation of the Membership Interests Amount Estimated Closing Statement (including the determinations included therein), and (b) use commercially reasonable efforts to provide Buyer and its representatives and advisors reasonable access, during normal business hours and upon reasonable advance notice, to knowledgeable employees of the Transferred Assets Amount at Manager who provide management and accounting services to Rave and its Subsidiaries in order to facilitate Buyer’s and its representatives’ and advisors’ review of the Initial ClosingEstimated Closing Statement. As soon as practicable following the Second Closing andRave shall make all appropriate revisions, in any eventif any, not later than sixty (60) days after the Second Closing, the Buyer Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Estimated Closing Statement (as approved are reasonably and mutually agreed upon by the Buyer Parties, the “Adjusted Closing Statement”) which update will reflect the Buyer Parties’ calculation of Proration Items pursuant to this Section 3.06 as of the Second Closing Date based on the information available as of the preparation dateRave and Buyer.

Estimated Closing Statement. The Seller Parties shall prepare in good faith and deliver to the Buyer Parties for their review and comment, a statement of estimated Proration Items, together with all relevant supporting documentation (the “Closing Statement”), to be submitted to the Buyer Parties no less a) Not later than five (5) Business Days before prior to the Second Closing Date Date, Seller shall prepare and deliver to 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”) setting forth: (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”); (iii) the amount of the Estimated Closing Net Working Capital Adjustment; and (iv) Seller’s good faith estimate of the 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 Net Debt, 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. The Proration Items reflected in Seller shall keep Purchaser reasonably informed of the preparation of the Estimated Closing Statement will be paid at the Second Closing by the Buyer Parties to the Seller Parties by increasing the cash to be delivered by the Buyer Parties in payment of the Membership Interests Amount and the Transferred Assets Amount at the Initial Closing. As soon as practicable following the Second Closing and, in any event, not later than sixty (60) days after the Second Closing, the Buyer Parties shall prepare in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the Estimated Closing Statement (as approved by from the Buyer Parties, the “Adjusted Closing Statement”) which update will reflect the Buyer Parties’ calculation of Proration Items pursuant to this Section 3.06 as books and records of the Second Closing Date based on Business in accordance with the information available as of the preparation dateAccounting Principles, and upon delivery to Purchaser, Seller shall consult with Purchaser in connection with matters set forth therein.

Estimated Closing Statement. The At least three (3) Business Days prior to the Closing Date, Seller Parties shall prepare in good faith and deliver to the Buyer Parties for their review and comment, a statement of estimated Proration Items, together with all relevant supporting documentation (the “Closing Statement”), reasonably satisfactory to be submitted to the Buyer Parties no less than five (5) Business Days before the Second Closing Date (the “Estimated Closing Statement”) setting forth Seller’s good faith estimate of: (i) Working Capital (the “Estimated Working Capital”). The Proration Items reflected , (ii) the aggregate amount of Indebtedness (but, for clarity, not including any Company Guaranteed Debt) as of immediately prior to the Closing (the “Estimated Indebtedness”), (iii) the aggregate amount of Transaction Expenses (the “Estimated Transaction Expenses”), and (iv) the resulting calculation of the Initial Purchase Price, together with such summary calculation schedules reasonably appropriate to understand the line items set forth in the Estimated Closing Statement will be paid at the Second Closing by the Buyer Parties to the Statement. Seller Parties by increasing the cash to be delivered by the Buyer Parties in payment of the Membership Interests Amount and the Transferred Assets Amount at the Initial Closing. As soon as practicable following the Second Closing and, in any event, not later than sixty (60) days after the Second Closing, the Buyer Parties shall prepare consider in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update any comments made by Buyer to the Estimated Closing Statement (as approved and will make any revisions to the Estimated Closing Statement that are agreed to between Seller and Buyer. Any disagreement by Buyer with respect to the Estimated Closing Statement or any component thereof shall be resolved exclusively in accordance with Section 2.4 after the Closing, and Buyer Partiesshall have no right to delay, defer, or prevent the “Adjusted Closing Statement”) which update will reflect or to assert any set-off or withholding at the Buyer Parties’ calculation Closing on account of Proration Items pursuant to this Section 3.06 as of the Second Closing Date based on the information available as of the preparation dateany such disagreement.

Estimated Closing Statement. The Seller Parties shall prepare in good faith and deliver to the Buyer Parties for their review and comment, a statement of estimated Proration Items, together with all relevant supporting documentation Not later than three (the “Closing Statement”), to be submitted to the Buyer Parties no less than five (53) Business Days before prior to the Second Closing Date closing of the First Merger, the Company shall deliver to SPAC a statement (the “Estimated Closing Statement”)) certified by the Company’s chief executive setting forth a good faith calculation of the Company’s estimate of the Closing Net Debt, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting Aggregate Merger Consideration Amount and Company Merger Shares based on such estimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the Target Companies, and bank statements and other evidence reasonably necessary to confirm such calculations. The Proration Items reflected in Promptly upon delivering the Estimated Closing Statement to SPAC, if requested by SPAC, the Company will be paid at meet with SPAC to review and discuss the Second Estimated Closing by the Buyer Parties to the Seller Parties by increasing the cash to be delivered by the Buyer Parties in payment of the Membership Interests Amount Statement and the Transferred Assets Amount at the Initial Closing. As soon as practicable following the Second Closing and, in any event, not later than sixty (60) days after the Second Closing, the Buyer Parties shall prepare Company will consider in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update SPAC’s comments to the Estimated Closing Statement (and make any appropriate adjustments to the Estimated Closing Statement prior to the closing of the First Merger, which adjusted Estimated Closing Statement, as mutually approved by the Buyer PartiesCompany and SPAC both acting reasonably and in good faith, shall thereafter become the “Adjusted Estimated Closing Statement”) which update will reflect Statement for all purposes of this Agreement. The Estimated Closing Statement and the Buyer Parties’ calculation of Proration Items pursuant to determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Section 3.06 as of the Second Closing Date based on the information available as of the preparation dateAgreement.

Estimated Closing Statement. The Seller Parties shall prepare in good faith and deliver to the Buyer Parties for their review and comment, a statement of estimated Proration Items, together with all relevant supporting documentation (the “Closing Statement”), to be submitted to the Buyer Parties no less than At least five (5) Business Days before the Second Closing Date Closing, the Sellers shall prepare and deliver to NovaBay a statement (the “Estimated Closing Statement”)) setting forth in reasonable detail the Sellers’ good faith calculation of the Closing Cash Payment, including the Estimated Closing Indebtedness Amount, the Estimated Closing Transaction Expenses Amount and the Estimated Closing Cash Amount. The Proration Items reflected in the Estimated Closing Statement will be paid at the Second Closing by the Buyer Parties to the Seller Parties by increasing the cash to be delivered by the Buyer Parties in payment of the Membership Interests Amount and the Transferred Assets Amount at the Initial Closing. As soon as practicable following the Second Closing and, in any event, not later than sixty (60) days after the Second Closing, the Buyer Parties shall prepare prepared in good faith and deliver in a form reasonably satisfactory to the Seller Parties Sellers and NovaBay. The Estimated Closing Statement shall be prepared in accordance with GAAP using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation methodologies that were used in the preparation of the Full Year Financial Statements for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update to the most recent fiscal year end. During the period after the delivery of the Estimated Closing Statement (as approved by and prior to the Buyer PartiesClosing Date, NovaBay shall have an opportunity to review the Estimated Closing Statement and the Sellers and NovaBay shall cooperate in good faith to mutually agree upon the Estimated Closing Statement in the event NovaBay, in good faith, disputes any item included in the Estimated Closing Statement; provided, that, if Sellers and NovaBay are not able to reach mutual agreement prior to the Closing Date, the “Adjusted Estimated Closing Statement”) which update will reflect Statement provided by Sellers to NovaBay shall be binding for purposes of this Section 3.3, but shall be subject to adjustment after the Buyer Parties’ calculation of Proration Items Closing pursuant to this Section 3.06 as of the Second Closing Date based on the information available as of the preparation date3.5.

Estimated Closing Statement. The Seller Parties shall prepare in good faith and deliver to the Buyer Parties for their review and comment, a statement of estimated Proration Items, together with all relevant supporting documentation (the “Closing Statement”), to be submitted to the Buyer Parties no less Not later than five (5) Business Days before prior to the Second Closing Date Date, the Company shall deliver to Parent a statement certified by the Company’s chief executive officer (the “Estimated Closing Statement”) setting forth the Merger Consideration (accounting for any adjustments pursuant to Sections 2.7 and 9.2(a) hereof) and resulting Merger Consideration Shares to be issued by Parent at the Closing using the formula in Section 2.7(a), which Estimated Closing Statement shall be subject to the review and the reasonable approval by Parent. The Proration Items reflected in Promptly after delivering the Estimated Closing Statement to Parent, the Company will be paid at meet with Parent to review and discuss the Second Estimated Closing by the Buyer Parties to the Seller Parties by increasing the cash to be delivered by the Buyer Parties in payment of the Membership Interests Amount Statement and the Transferred Assets Amount at the Initial Closing. As soon as practicable following the Second Closing and, in any event, not later than sixty (60) days after the Second Closing, the Buyer Parties shall prepare Company will consider in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update Parent’s comments to the Estimated Closing Statement (and make any appropriate adjustments to the Estimated Closing Statement prior to the Closing, as mutually approved by the Buyer PartiesCompany and Parent both acting reasonably and in good faith, which adjusted Estimated Closing Statement shall thereafter become the “Adjusted Estimated Closing Statement”Statement for all purposes of this Agreement. The Estimated Closing Statement and the determinations contained therein shall be prepared in accordance with GAAP or other applicable accounting principles and otherwise in accordance with this Agreement. Schedule 2.7 sets forth an illustrative statement prepared in good faith by the Company in cooperation with Parent setting forth the various line items used (or to be used) which update will reflect the Buyer Parties’ calculation of Proration Items pursuant to this Section 3.06 in, and illustrating for sample purposes only as of the Second Closing Date based on date set forth therein, the information available as calculation of the preparation Company Valuation as adjusted as contemplated herein, and the resulting Merger Consideration and Merger Consideration Shares, if the Closing had occurred on such date, in each case prepared and calculated in accordance with this Agreement.

Estimated Closing Statement. The Seller Parties Not later than three (3) Business Days prior to the Closing Date, the Company shall prepare in good faith and deliver to the Buyer Parties for their review and comment, Purchaser a statement of estimated Proration Items, together with all relevant supporting documentation (prepared by the “Closing Statement”), to be submitted to the Buyer Parties no less than five (5) Business Days before the Second Closing Date Company’s chief executive officer (the “Estimated Closing Statement”)) setting forth a good faith calculation of the Company’s estimate of the Closing Net Indebtedness, Net Working Capital and Transaction Expenses, in each case, as of the Reference Time, and the resulting Merger Consideration and shares of Pubco Common Stock to be issued by Pubco at the Closing (the “Merger Consideration Shares”) based on such estimates, in reasonable detail including for each component thereof, along with the amount owed to each creditor of any of the Target Companies, using the formula in Section 1.7, which Estimated Closing Statement shall be subject to review by the Purchaser. The Proration Items reflected in Promptly after delivering the Estimated Closing Statement will be paid at the Second Closing by the Buyer Parties to the Seller Parties by increasing Purchaser, the cash Company will meet with the Purchaser to be delivered by review and discuss the Buyer Parties in payment of the Membership Interests Amount Estimated Closing Statement and the Transferred Assets Amount at the Initial Closing. As soon as practicable following the Second Closing and, in any event, not later than sixty (60) days after the Second Closing, the Buyer Parties shall prepare Company will consider in good faith and deliver to the Seller Parties for their approval, which approval shall not be unreasonably withheld, delayed or conditioned, an update Purchaser’s comments to the Estimated Closing Statement (as approved by and make any appropriate adjustments to the Buyer PartiesEstimated Closing Statement prior to the Closing, which Estimated Closing Statement shall thereafter become the “Adjusted Estimated Closing Statement”) which update will reflect Statement for all purposes of this Agreement. The Estimated Closing Statement and the Buyer Parties’ calculation of Proration Items pursuant to determinations contained therein shall be prepared in accordance with the Accounting Principles and otherwise in accordance with this Section 3.06 as of the Second Closing Date based on the information available as of the preparation dateAgreement.