Pre-Closing Statement. Not later than three (3) Business Days prior to the Closing Date, the Company shall deliver to Purchaser (i) a statement (the “Pre-Closing Statement”), substantially similar in form to the illustrative example set forth on Exhibit B, setting forth (A) the Company’s good faith estimate of Working Capital as of the close of business on the Closing Date (the “Estimated Closing Date Working Capital”), (B) the Company’s calculation of the Company Transaction Expenses, (C) the Company’s calculation of Closing Date Indebtedness, (D) the Company’s good faith estimate of the Closing Cash as of the close of business on the Closing Date (the “Estimated Closing Cash”), (E) the Per Share Preferred Consideration (calculated with respect to the shares of Preferred Stock based on the dates of issuance of such shares of Preferred Stock), (F) the Per Share Common Consideration, (G) the number of Fully Diluted Shares, (H) the number of Fully Diluted Preferred Shares, (I) the amount, and the calculation of, the Company’s good faith estimate of the Purchase Price derived from the items described in this Section 2.5(a)(i)(B)-(D) and determined without reference to Working Capital (such resulting calculation, the “Estimated Purchase Price”) (provided that, if the Working Capital Target exceeds such calculation of the Estimated Closing Date Working Capital, then (x) the Estimated Purchase Price shall be reduced by the amount of such excess plus One Million Dollars ($1,000,000) and (y) the amount resulting therefrom shall be the Estimated Purchase Price for purposes of this Agreement), and (J) the amount, and the calculation of, the Closing Payments derived from the Estimated Purchase Price, (ii) a certificate signed by an authorized executive officer of the Company that the Pre-Closing Statement and the determinations and calculations contained therein were prepared in a manner consistent with the relevant definitions set forth in this Agreement and in accordance with the Accounting Rules, and (iii) the Pay-Off Letters. The Company shall provide Purchaser with reasonable access during normal business hours to the books and records of the Company, and other Company documents, to review the information set forth in the Pre-Closing Statement prior to the Closing Date; provided, however, that (x) such access shall not be a condition to Closing under this Agreement and (y) Purchaser and Merger Sub shall be entitled to rely on the Pre-Closing Statement in making payments under Section ...
Pre-Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferors shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth the Transferors’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than One Hundred Thousand Dollars ($100,000) then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than One Hundred Thousand Dollars ($100,000), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.10(a) shall be effected, at the election of Parent in its sole discretion, as follows: (x) Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment, (y) Parent shall cancel in the manner set forth in Section 9.9 or issue, as applicable, a number of fully paid non-assessable shares of Parent Common Stock equal to the Adjustment Amount divided by the Per Share Price or (z) the obligations under this Section 2.10(a) shall be satisfied using a combination of a reduction or increase, as applicable to the Cash Payment under (x) and a cancellation or issuance, as applicable, of Parent Common Stock under (y).
Pre-Closing Statement. Not fewer than three (3) Business Days prior to the anticipated Closing Date, (i) the Transferors shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth Transferors’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero Dollars ($0) (the “Adjustment Amount”), in each case, determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent. If the estimated Net Working Capital set forth in the Pre-Closing Statement is less than Zero Dollars ($0) then the Consideration payable by Parent to the Transferors shall be reduced by an amount equal to the Adjustment Amount; if the estimated Net Working Capital set forth in the Pre-Closing Statement is more than Zero Dollars ($0), then the Consideration payable by Parent to the Transferors shall be increased by an amount equal to the Adjustment Amount. Any downward or upward adjustment to the Consideration under this Section 2.7(a) shall be effected as follows: Parent shall deduct or increase, as applicable an amount in cash equal to the Adjustment Amount from the Cash Payment.
Pre-Closing Statement. At least ten (10) business days prior to the Closing Date, AWW shall furnish to Buyer a statement of the Company (the "Pre-Closing Statement"), prepared as of the last day of the latest month ending at least 20 days prior to the Closing Date, reflecting the Sellers' good faith estimate of the Total Stockholders' Equity of the Company immediately prior to the Closing Date (the "Total Stockholders' Equity Estimate").
Pre-Closing Statement. (i) Not fewer than three (3) Business Days prior to the anticipated Closing Date, the Transferor Parties shall deliver to Parent a certificate (the “Pre-Closing Statement”) setting forth the Transferor Parties’ good faith estimates of the Net Working Capital and the amount, if any, by which the estimated Net Working Capital set forth in the Pre-Closing Statement is more or less than Zero Dollars ($0) (the “Adjustment Amount”), determined in accordance with the Balance Sheet Rules, together with supporting documentation for such estimates and any additional information reasonably requested by Parent. The Pre-Closing Statement shall be prepared in consultation with Parent and shall be reasonably acceptable to Parent.
Pre-Closing Statement. Buyer shall have received the Pre-Closing Statement, certified as complete and correct on behalf of the Company by the Chief Executive Officer of the Company.
Pre-Closing Statement. Seller will prepare a statement (the “Pre-Closing Statement”) as of a date not earlier than ten (10) Business Days prior to the Closing Date reflecting the Assets to be sold and assigned hereunder and the Assumed Liabilities to be transferred and assumed hereunder. Seller will deliver the Pre-Closing Statement to Purchaser not less than three (3) Business Days before the Closing Date. Seller agrees to pay to Purchaser at the Closing, in immediately available funds, the excess, if any, of (i) the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(b)(i) above and the amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, as reflected by the Pre-Closing Statement, over (ii) the aggregate amount of the Acquisition Consideration computed in accordance with Section 2.04(a) above and the amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, as reflected by the Pre-Closing Statement. Purchaser agrees to pay to Seller at the Closing, in immediately available funds, the excess, if any, of (y) the aggregate amount of the Acquisition Consideration computed in accordance with Section 2.04(a) above and the amount of any prorated items owed by Purchaser to Seller pursuant to Section 2.04(c) above, as reflected by the Pre-Closing Statement, over (z) the amount of Deposit Liabilities assumed by Purchaser pursuant to Section 2.03(b)(i) above and the amount of any prorated items owed by Seller to Purchaser pursuant to Section 2.04(c) above, as reflected by the Pre-Closing Statement. The calculation of the payment of funds at Closing required under this Agreement will be made on a preliminary settlement statement in the form attached as Exhibit 2.04(e) hereto. The payment by Purchaser to Seller or by Seller to Purchaser will be subject to subsequent adjustment based on the final settlement statement in the form attached hereto as Exhibit 8.03, which final settlement statement will be prepared in the same manner as the preliminary settlement statement.
Pre-Closing Statement. At least five (5) Business Days prior to the anticipated Closing Date, Seller shall prepare and deliver to Purchaser a written statement (the “Pre-Closing Statement”), which shall set forth Seller’s good faith estimate of the amount of (a) Closing Net Working Capital (“Estimated Working Capital”), (b) Closing Deferred Revenue (“Estimated Deferred Revenue”), and (c) a calculation of the Estimated Purchase Price based upon such estimates. Upon delivery of the Pre-Closing Statement, Purchaser and its representatives shall be permitted reasonable access (including the right to make copies) to the financial statements and other materials (including accountant work papers) and to the appropriate personnel of Seller (including its accountants), in each case, upon reasonable notice and during normal business hours for purposes of providing reasonable assistance to Purchaser and its representatives in connection with its review of the Pre-Closing Statement. Seller will cooperate in good faith with Purchaser’s and its representatives’ review of such statements and shall take into consideration in good faith any comments of Purchaser on the Pre-Closing Statement and incorporate any mutually agreed-upon adjustments to the Pre-Closing Statement, as applicable. Notwithstanding the foregoing, in no event will any of Purchaser’s rights be considered waived, impaired or otherwise limited as a result of Purchaser not making an objection prior to the Closing or its making an objection that is not fully implemented in a revised Pre-Closing Statement, as applicable.
Pre-Closing Statement. At least ten (10) Business Days prior to the Closing Date, the Seller shall deliver to the Purchaser a statement setting forth the expected net book value of the Owned Equipment and of the Inventory at Closing (the “Pre-Closing Statement”) prepared in good faith and executed by the senior finance person responsible for the Business at the Seller setting out in reasonable detail calculations (expressed in US dollars) of the Purchase Price adjustments set out in Section 2.2.3 above.
Pre-Closing Statement. After the Signing Date, MGM shall use diligent efforts to prepare a statement (“Updated Pre-Closing Statement”) indicating the Updated Pre-Closing Development Cost Estimate, the Updated Pre-Opening Cost Estimate and the Updated Pre-Closing Residential Proceeds Estimate. The Updated Pre-Closing Statement shall be delivered no later than fifteen (15) days prior to the anticipated Closing Date, and MGM shall promptly provide to DW’s accounting and financial advisors all documentation and supporting materials reasonably requested to confirm the amounts indicated in the Updated Pre-Closing Statement.
