Common use of Preliminary Closing Statement Clause in Contracts

Preliminary Closing Statement. Not later than the third (3rd) Business Day prior to the Closing Date, Seller shall prepare and deliver to Buyer an estimated closing statement (the “Preliminary Closing Statement”), setting forth Seller’s estimated calculations of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Acquired Group Indebtedness (the “Estimated Acquired Group Indebtedness”), (iii) Transaction Expenses (the “Estimated Transaction Expenses”), (iv) Closing Cash (the “Estimated Closing Cash”), (v) Company Bonus Payments (“Estimated Company Bonus Payments”)” and (vi) based on the estimates set forth in clauses (i) through (v), the resulting Closing Date Consideration. The Preliminary Closing Statement is to be prepared in accordance with the defined terms herein and, in the case of Estimated Net Working Capital, the principles set forth on Exhibit C (the “Accounting Principles”). Following delivery of the Preliminary Closing Statement, to the extent reasonably requested by ▇▇▇▇▇, Seller shall (A) subject to Section 2.05(c), make its Representatives that participated in the preparation of the Preliminary Closing Statement reasonably available to Buyer to discuss the Preliminary Closing Statement and (B) consider any reasonable comments provided by Buyer in good faith based on Buyer’s review of the Preliminary Closing Statement and such documentation; provided, that, if there is a dispute over the Preliminary Closing Statement or any component thereof, the Preliminary Closing Statement delivered by Seller shall govern and the obligation of Seller to consider such reasonable comments of Buyer regarding the Preliminary Closing Statement shall in no event require that Seller or the Acquired Group revise the Preliminary Closing Statement or any component thereof or that the contemplated Closing Date be postponed or otherwise delayed.

Preliminary Closing Statement. Not later than the third (3rd) Business Day prior to the Closing Date, Seller shall prepare and deliver to Buyer an estimated closing statement (the “Preliminary Closing Statement”), setting forth Seller’s estimated calculations of (i) Net Working Capital (the “Estimated Net Working Capital”), (ii) Acquired Group Indebtedness (the “Estimated Acquired Group Indebtedness”), (iii) Transaction Expenses (the “Estimated Transaction Expenses”), (iv) Closing Cash (the “Estimated Closing Cash”), (v) Company Bonus Payments (“Estimated Company Bonus Payments”)” and (vi) based on the estimates set forth in clauses (i) through (v), the resulting Closing Date Consideration. The Preliminary Final Closing Statement is to shall be prepared in accordance with the defined terms herein and, in the case of Estimated Net Working Capital, the principles set forth on Exhibit C (the “Accounting Principles”). Following delivery of the Preliminary Closing Statement, to the extent reasonably requested by ▇▇▇▇▇, Seller shall (A) subject to Section 2.05(c), make its Representatives that participated in the preparation of the Preliminary Closing Statement reasonably available to Buyer to discuss the Preliminary Closing Statement and (B) consider any reasonable comments provided by Buyer in good faith based on Buyer’s review and shall be certified by Buyer to be, as of the Preliminary date prepared, its good faith estimate of Working Capital, Closing Equivalent Subscribers, the Capital Expenditure Adjustment, the debt adjustment calculated pursuant to Section 2.3(c) and Cash Consideration, as so adjusted, as applicable. Buyer shall allow Seller and its agents access, upon reasonable prior notice, at all reasonable times after the Closing Date to copies of the books, records and accounts of the Companies and promptly make available to Seller such information as Seller reasonably requests to allow Seller to examine the accuracy of the Final Closing Statement. Within thirty (30) days after the date that the Final Closing Statement is delivered by Buyer to Seller, Seller shall complete its examination thereof and such documentationmay deliver to Buyer a written report setting forth any proposed adjustments to any amounts set forth in the Final Closing Statement; provided, thathowever, that if Buyer does not comply with its obligations pursuant to the preceding sentence, such thirty (30) day period shall run from the day after the date on which Buyer complies with such obligations; provided, further, however, that if Buyer does not comply with its obligations pursuant to the preceding sentence within thirty (30) days after Seller has made any such request for access, there is a dispute over shall be no adjustment in favor of Buyer pursuant to this Section 2.5. To the Preliminary extent that Buyer does not provide to Seller the Final Closing Statement within ninety (90) days after the Closing Date in accordance with this Section 2.5, Buyer shall have no right to raise further adjustments in its favor. After submission of the Final Closing Statement, Buyer shall have no right to raise further adjustments in its favor and after submission of Seller's report of any proposed adjustments, Seller shall have no right to raise further adjustments in its favor. If Seller notifies Buyer of its acceptance of the amounts set forth in the Final Closing Statement, or if Seller fails to deliver its report of any component thereofproposed adjustments within the period specified in the second preceding sentence, the Preliminary Closing Statement delivered by Seller shall govern and amounts set forth in the obligation of Seller to consider such reasonable comments of Buyer regarding the Preliminary Final Closing Statement shall be conclusive, final and binding on the parties as of the last day of such period. Buyer and Seller shall use good faith efforts to resolve any dispute involving the amounts set forth in the Final Closing Statement. If Seller and Buyer fail to agree on any amount set forth in the Final Closing Statement within fifteen (15) days after Buyer receives Seller's report pursuant to this Section 2.5, (a) then the parties shall retain a "Big Five" national independent accounting firm reasonably acceptable to Buyer and Seller (the "Post-Closing Referee") to make the final determination, under the terms of this Agreement, of any amounts under dispute. The Post-Closing Referee shall endeavor to resolve the dispute as promptly as practicable and the Post-Closing Referee's resolution of the dispute shall be final and binding on the parties, and a judgment may be entered thereon in any court of competent jurisdiction; provided that in no event require that Seller shall such resolution result in (i) amounts less than the amounts therefor (in the case of liabilities) or more than the Acquired Group revise amounts therefor (in the Preliminary case of assets) set forth in Seller's written report pursuant to this Section 2.5(a) or (ii) amounts greater than the amounts therefor (in the case of liabilities) or less than the amounts therefor (in the case of assets) set forth in the Final Closing Statement or any component thereof or that Statement. The costs and expenses of the contemplated Post-Closing Date Referee and its services rendered pursuant to this Section 2.5 shall be postponed or otherwise delayedborne one-half by Buyer and one-half by Seller.

Preliminary Closing Statement. Not later than the third At least five (3rd5) Business Day Days prior to the Closing Date, Seller shall prepare and deliver to Buyer an unaudited balance sheet of the Transferred Assets and Assumed Liabilities prepared in good faith by Seller on an estimated closing basis as of the Adjustment Time (the “Estimated Closing Balance Sheet”). Together with the Estimated Closing Balance Sheet (and based thereon to the extent applicable), Seller shall deliver to Buyer a statement (the “Preliminary Closing Statement”), setting forth signed and attested to by the chief financial officer of Seller, certifying Seller’s estimated good faith calculation and estimate or computation (including all calculations of in reasonable detail) of: (i) the Net Working Capital Adjustment (the “Estimated Net Working CapitalCapital Adjustment”), and (ii) Acquired Group Indebtedness (the “Estimated Acquired Group Indebtedness”), (iii) Transaction Expenses (the “Estimated Transaction Expenses”), (iv) Closing Cash (the “Purchase Price. The Estimated Closing Cash”), (v) Company Bonus Payments (“Estimated Company Bonus Payments”)” Balance Sheet and (vi) based on the estimates set forth in clauses (i) through (v), the resulting Closing Date Consideration. The Preliminary Closing Statement is to Statement, and each element of the Preliminary Closing Statement, shall be prepared in accordance with the defined terms herein and, in Accounting Principles and be accompanied by reasonable supporting detail. Buyer shall be entitled to comment on and request reasonable changes to the case of Estimated Net Working Capital, the principles set forth on Exhibit C (the “Accounting Principles”). Following delivery of the Closing Balance Sheet or Preliminary Closing Statement, and Seller shall provide Buyer and its representatives access to information that Buyer reasonably requests relating to the extent reasonably requested by ▇▇▇▇▇, Seller shall (A) subject to Section 2.05(c), make its Representatives that participated in the preparation of the Estimated Closing Balance Sheet or Preliminary Closing Statement reasonably available and the preparation thereof. Seller shall consider in good faith any changes Buyer proposes to Buyer to discuss the Preliminary Closing Statement and (B) consider any reasonable comments provided by Buyer in revise such statement if, based on its good faith based on Buyer’s review of assessment, such changes are warranted. Buyer may accept the Preliminary Closing Statement and without waiving its rights to challenge such documentation; provided, that, if there is a dispute over the Preliminary Closing Statement or any component thereof, the Preliminary Closing Statement delivered by Seller shall govern and the obligation of Seller position pursuant to consider such reasonable comments of Buyer regarding the Preliminary Closing Statement shall in no event require that Seller or the Acquired Group revise the Preliminary Closing Statement or any component thereof or that the contemplated Closing Date be postponed or otherwise delayedSection 2.7(d).