Pre-Closing Deliveries by Seller. Seller shall deliver to Developer, as soon as practical following the execution of this Agreement, subject to the terms and conditions of the PSA, and subject to any applicable confidentiality and similar agreements binding on Seller and/or the Timeshare Property and/or the Complex, and to the extent within Seller’s custody and control, all records and documents (or copies of such records and documents) concerning the Timeshare Property, to the extent in the possession or control of Seller and to the extent disclosure is not unauthorized, including but not limited to the following:
Pre-Closing Deliveries by Seller. No later than four (4) Business Days prior to the Closing Date, Sellers shall prepare and deliver to Buyer a combined balance sheet of the Operating Companies applicable solely to the MEMCOR® Product Line (for clarity including the AU Subsidiaries but excluding all Excluded Assets and all Excluded Liabilities) as of the Effective Time prepared in accordance with the Accounting Principles and a written statement (together with such balance sheet, the “Estimated Closing Statement”) setting forth Sellers’ good faith and reasonable estimate as of the Effective Time of (i) the amount of Closing Cash (such estimated amount, “Estimated Closing Cash”), (ii) the Closing Indebtedness Amount (such estimated amount, the “Estimated Closing Indebtedness Amount”), (iii) the amount of Working Capital (such estimated amount, the “Estimated Closing Working Capital”), and (iv) Closing Working Capital Surplus (such estimated amount, the “Estimated Closing Working Capital Surplus”) or the amount of the Closing Working Capital Deficiency (such estimated amount, the “Estimated Closing Working Capital Deficiency”), as applicable, and setting forth Sellers’ good faith and reasonable estimate of the Purchase Price based upon such estimates (the “Estimated Closing Payment”). The Estimated Closing Statement shall include all supporting schedules, analyses and details in support of Sellers’ calculation of the items set forth therein. Buyer may provide Sellers non-binding comments on the Estimated Closing Statement up to two (2) Business Days prior to the Closing, which comments Sellers will reasonably consider in good faith in making updates or modifications to the Estimated Closing Statement. Promptly after Buyer has provided its comments (if any) to Sellers pursuant to the foregoing sentence (but in all events no less than one (1) Business Day prior to the Closing), Sellers shall deliver to Buyer an updated, final Estimated Closing Statement that reflects any changes made pursuant to the foregoing sentence (if any) (the “Final Estimated Closing Statement”), which Final Estimated Closing Statement shall be deemed to replace and supersede the Estimated Closing Statement originally delivered pursuant to this Section 2.10, and shall set forth the final (i) Estimated Closing Cash, (ii) Estimated Closing Indebtedness Amount, (iii) Estimated Closing Working Capital, (iv) Estimated Closing Working Capital Surplus or Estimated Closing Working Capital Deficiency, as applicable, and (v) Estima...
Pre-Closing Deliveries by Seller. On the Business Day next preceding the Closing Date, Seller will deliver to Purchaser the following:
Pre-Closing Deliveries by Seller. (a) No later than three (3) Business Days prior to the anticipated Closing, the Seller shall deliver to Buyer a good faith estimate of the Estimated Purchase Price, which shall include a good faith estimate of (i) Closing Cash and Cash Equivalents (such estimate, “Estimated Closing Cash and Cash Equivalents ”), (ii) Closing Indebtedness (such estimate, “Estimated Closing Indebtedness”), (iii) Seller Expenses (such estimate, “Estimated Seller Expenses”), and (iv) Net Working Capital (such estimate, “Estimated Net Working Capital”), together with a statement of the calculation of Estimated Purchase Price and wire 968037.12 instructions for the Seller (collectively, the “Estimated Closing Statement”). The Estimated Closing Statement shall be prepared based upon the books and records of the Group Companies.
