Common use of Pre-Closing Statement Clause in Contracts

Pre-Closing Statement. No later than five (5) Business Days prior to the Closing Date, the Company shall deliver to Parent a preliminary certificate (the “Pre-Closing Statement”), setting forth in reasonable detail the Company’s good faith calculation of the Closing Consideration (including all the components thereof) the (“Estimated Closing Consideration”). The Company shall consider in good faith any of Parent’s reasonable comments to such preliminary Pre-Closing Statement and the figures and calculations set forth thereon and provide any additional supporting documentation reasonably requested by Parent. At least three (3) Business Days before the Closing Date, the Company shall deliver to Parent the final Pre-Closing Statement, certified as true, correct and complete by the Company’s Chief Executive Officer for and on the Company’s behalf, in form and substance satisfactory to Parent (acting reasonably) and accompanied by documentation satisfactory to Parent (acting reasonably) for such calculations and any additional information reasonably requested by ▇▇▇▇▇▇. The Company shall prepare the Pre-Closing Statement in accordance with the Accounting Principles, which Pre-Closing Statement Certificate contains a calculation of the Closing Consideration as if each of its component parts were determined as of the Closing Date. Nothing in this Section 2.1, including the fact that Parent may provide comments or request changes to the preliminary Pre-Closing Statement or any of the figures or calculations set forth thereon or that Parent and the Company may agree to changes to the information or amounts on the Pre-Closing Statement, shall in any way limit the right of any Person under this Section 2.1 or Article X.

Pre-Closing Statement. No later than five At least three (53) Business Days prior to before the Closing Date, the Company shall prepare and deliver to Parent Acquiror a preliminary certificate statement (the “Pre-Closing Statement”), ) setting forth in reasonable detail the Company’s good faith calculation of the Total Closing Consideration (including all the components thereof) the (“Estimated Closing Total Consideration”). The Company shall consider in good faith any of ParentAcquiror’s reasonable comments to such preliminary Pre-Closing Statement and the figures and calculations set forth thereon and provide any additional supporting documentation reasonably requested by ParentAcquiror. At least three two (32) Business Days Day before the Closing Date, the Company shall deliver to Parent Acquiror the final Pre-Closing Statement, certified as true, correct and complete by the Company’s Chief Executive Officer for and on the Company’s behalf, in form and substance satisfactory to Parent (acting reasonably) and accompanied by . The Company shall provide reasonably detailed back-up documentation satisfactory to Parent (acting reasonably) for such calculations and any additional information reasonably requested by ▇▇▇▇▇▇Acquiror. The Company shall prepare the Pre-Closing Statement in accordance with the Accounting Principles, which Pre-Closing Statement Certificate contains a calculation of the Closing Consideration as if each of its component parts were determined as of the Closing Date. Nothing in this Section 2.12.4, including the fact that Parent Acquiror may provide comments or request changes to the preliminary Pre-Closing Statement or any of the figures or calculations set forth thereon or that Parent Acquiror and the Company may agree to changes to the information or amounts on the Pre-Closing Statement, shall in any way limit the right of any Person under this Section 2.1 2.4 or Article X.XI.