Estimated Closing Statements. (i) Not later than two Business Days prior to the Closing Date, Oryx shall deliver to the Plains Parents a written statement which shall set forth in reasonable detail the calculation and Oryx’s good-faith estimate, based on information then available to Oryx, of Oryx Closing Working Capital (the “Estimated Oryx Closing Working Capital”) calculated in accordance with Exhibit J-1, together with reasonable supporting documentation. The Plains Parents shall have the opportunity to review and comment on the statement setting forth the Estimated Oryx Closing Working Capital, and Oryx and the Plains Parents will work together in good faith to resolve any questions, comments or disputes related to such statement; provided, however, that in the event any such question, comment or dispute remains unresolved as of the Closing Date, the Estimated Oryx Closing Working Capital shall be the amount set forth in the estimate provided by Oryx pursuant to this Section 3.5(a)(i), adjusted for any questions, comments or disputes raised by the Plains Parents with which Oryx agrees.
Estimated Closing Statements. With respect to the First Closing, prior to, and with respect to the Second Closing, no less than three (3) nor more than five (5) Business Days prior to, a Closing Date, CEOC shall prepare and deliver to Growth Partners a written closing statement (such written closing statement with respect to the First Transaction, the “First Transaction Estimated Closing Statement”, and with respect to the Second Transaction, the “Second Transaction Estimated Closing Statement”), including (a) the Estimated Closing Net Working Capital of each applicable Specified Purchased Entity including the resulting Estimated Closing Net Working Capital Overage (if any) or Estimated Closing Net Working Capital Shortage (if any) for all applicable Specified Purchased Entities (in the aggregate, in the case of the First Transaction Estimated Closing Statement), which shall be prepared in good faith and on a basis consistent with the preparation of the Financial Statements of the relevant Company Party and on a basis consistent with the calculation of Net Working Capital for the relevant Specified Purchased Entity as set forth on Exhibit C, (b) the Estimated Closing Cash of each applicable Specified Purchased Entity (and, in the case of the First Transaction Estimated Closing Statement, if applicable, CIC), including the resulting Estimated Closing Cash Overage (if any) or Estimated Closing Cash Shortage (if any) for all applicable Specified Purchased Entities (and, in the case of the First Transaction Estimated Closing Statement, if applicable, CIC) (in the aggregate, in the case of the First Estimated Closing Statement), and (c) a reasonably detailed schedule setting forth (i) the Estimated Pre-Closing Quad Renovation Expenditures (in the case of the First Estimated Closing Statement) and (ii) the applicable Estimated Closing Indebtedness, in each case, including appropriate backup documentation to support such amounts. Any Estimated Closing Net Working Capital Overage (in the aggregate, if applicable) or Estimated Closing Cash Overage (in the aggregate, if applicable) set forth in the applicable Estimated Closing Statement shall increase the amount paid by Growth Partners at the applicable Closing and any Estimated Closing Net Working Capital Shortage (in the aggregate, if applicable) or Estimated Closing Cash Shortage (in the aggregate, if applicable) set forth in the applicable Estimated Closing Statement shall reduce the amount payable to the applicable Sellers at the applicable...
Estimated Closing Statements. (i) Advisor Parent shall deliver to GNL, no later than two (2) Business Days prior to the Closing Date, a statement setting forth in reasonable detail Advisor Parent’s estimate, prepared in good faith to the reasonable satisfaction of GNL, of the Advisor Closing Amount (the “Estimated Advisor Closing Amount”), and (ii) GNL shall deliver to Advisor Parent, no later than two (2) Business Days prior to the Closing Date, a statement setting forth in reasonable detail GNL’s estimate, prepared in good faith to the reasonable satisfaction of Advisor Parent, of the GNL Closing Amount (the “Estimated GNL Closing Amount”).
Estimated Closing Statements. At least two Business Days prior to the Closing Date (as defined below), the Company shall provide to Buyer in reasonable detail an estimate of the Closing Balance Sheet (the “Estimated Closing Balance Sheet”) and an estimate of the Closing Working Capital (the “Estimated Closing Working Capital”). The Estimated Closing Balance Sheet and the Estimated Closing Working Capital shall be prepared in accordance with GAAP, as adjusted pursuant to Schedule 2.6.1, and on a basis consistent with the historical accounting policies, methodologies, practices and assumptions applied by the Company, provided such historical policies, methodologies, practices and assumptions are in accordance with GAAP, as adjusted pursuant to Schedule 2.6.1.
Estimated Closing Statements. The items listed in subclauses (a) through (c) of this Section 4.1 shall, as of the Transfer Time (or as specified below), be prorated, allocated and/or adjusted between Buyer and the applicable Seller pursuant to a written closing statement for each Property, as of the Transfer Time (or as specified below) (each, an "Estimated Closing Statement"), to be prepared by the applicable Seller no less than five (5) business days prior to the Closing Date, which shall be an estimated accounting for such Seller's Property of the items set forth in subclauses (a) through (c) of this Section 4.1. Any amounts determined to be due and owing to a Seller pursuant to an Estimated Closing Statement shall be paid by Buyer at the Closing pursuant to Section 3.1(b) (any such funds paid to Xxxxxx'x Seller One being referred to herein as the "Xxxxxx'x Seller One Estimated Closing Payment"; any such funds paid to Xxxxxx'x Seller Two being referred to herein as the "Xxxxxx'x Seller Two Estimated Closing Payment"; any such funds paid to Caesars Seller One being referred to herein as the "Caesars Seller One Estimated Closing Payment"; any such funds paid to Caesars Seller Two being referred to herein as the "Caesars Seller Two Estimated Closing Payment"; and such funds being collectively referred to herein as the "Estimated Closing Payment"). Any amounts determined to be due and owing to Buyer by a Seller pursuant to an Estimated Closing Statement shall reduce the Purchase Price payable to such Seller at Closing. Notwithstanding anything in this Agreement, the Estimated Closing Payment shall be in addition to the Purchase Price.
Estimated Closing Statements. No less than five (5) business days prior to the Closing Date:
Estimated Closing Statements. (i) Not later than three (3) Business Days prior to the Closing, the Seller Representative will cause to be delivered to Purchaser a written closing statement (the “Estimated HB Closing Statement”) setting forth (i) the good faith estimate of the Net Working Capital of the HB Target Companies as of the Closing (the “Estimated HB Net Working Capital”), including the resulting Estimated Net Working Capital Overage of the HB Target Companies, if any, or the Estimated Net Working Capital Shortfall of the HB Target Companies, if any, together with a reasonably detailed explanation of the calculation thereof, (ii) the Company Transaction Expenses of the HB Target Companies (including the amounts payable to each applicable Person) to be paid as of the Closing, (iii) the Payoff Indebtedness of the HB Target Companies, if any, (iv) the calculation of the HB Purchase Price based on the estimated amounts of the various inputs in accordance with Section 2.02(a) and (v) the portion of the HB Purchase Price to be paid to each HB Seller.
Estimated Closing Statements. At least three Business Days prior to the Closing Date, the Company shall provide to Buyer in reasonable detail an estimated Closing Balance Sheet (the “Estimated Closing Balance Sheet”) and an estimate of the Closing Working Capital (the “Estimated Closing Working Capital”).
Estimated Closing Statements. After the close of business Los Angeles time on the Business Day prior to the Closing Date, the Sellers shall deliver to the Purchaser (i) an estimated statement of the Adjusted Net Working Capital as of the Effective Time (the “Estimated Closing Statement of Adjusted Net Working Capital”), and (ii) an estimated statement of the book value of the Key Assets as of the Effective Time (the “Estimated Closing Statement of Key Assets”) together with a certification from an officer of the Business that each of the Estimated Closing Statement of Adjusted Net Working Capital and the Estimated Closing Statement of Key Assets have been determined specifically for purposes of the transactions contemplated hereby as set forth on Schedule 2.07(a), excluding the Excluded Assets and the Excluded Liabilities, and to the extent not specified or detailed in such Schedule, consistent with the principles and methodologies utilized in the Historical Financial Statements and in accordance with GAAP. Each of the Estimated Closing Statement of Adjusted Net Working Capital and the Estimated Closing Statement of Key Assets shall be binding on the parties for purposes of the adjustment under this clause (a) in the absence of manifest mathematical or clerical error. The Purchase Price payable at Closing will be adjusted, upward or downward, by the net result of the following items:
Estimated Closing Statements. (a) (i) Newquay shall prepare, or cause to be prepared, and deliver, or cause to be delivered, to Pluto at least four (4) Business Days prior to the Closing Date, a statement (the “Rover Estimated Closing Statement”) prepared in accordance with Section 2.2(a)(ii) setting forth the estimated amounts of (A) Rover Closing Net Indebtedness, (B) Rover Closing Net Working Capital and (C) the Rover Adjustment Amount, determined as of the anticipated Effective Time (without giving effect to the transactions contemplated hereby) (the “Rover Adjustment Items”).
