Common use of Preliminary Closing Statement Clause in Contracts

Preliminary Closing Statement. The Company shall, at least three Business Days prior to the Closing Date, but not earlier than five Business Days prior to the Closing Date, cause to be prepared and delivered to the Buyer a good faith statement (the “Preliminary Closing Statement”), duly executed on behalf of the Company by the Chief Financial Officer of the Company, that references and attaches (i) a good faith estimated consolidated balance sheet of the Company and its Subsidiaries (the “Estimated Closing Date Balance Sheet”) as of the close of business on the Closing Date and (ii) a good faith estimate of the Estimated Purchase Price, in sufficient detail to identify on an item by item basis the calculation of each item comprising the Estimated Closing Date Balance Sheet and the Estimated Purchase Price, including an estimate of the Cash and Cash Equivalents (the “Estimated Closing Date Cash and Cash Equivalents”), an estimate of the Company Closing Costs (the “Estimated Company Closing Costs”), an estimate of the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies employed by the Company and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness and Company Closing Costs set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing Date. The Company shall make available to Buyer such information as Buyer shall reasonably request relating to the matters set forth in the Preliminary Closing Statement.

Preliminary Closing Statement. The Company shall, at At least three four (4) Business Days prior to the Closing Date, but not earlier than five Business Days prior the Company shall deliver to Buyer, (i) a statement containing the Company’s good faith estimate of the Closing DateConsideration and each of the components listed in the definition thereof (the “Estimated Closing Consideration”), cause including (A) Closing Working Capital and the resulting Working Capital Overage or Working Capital Underage, (B) Closing Indebtedness, (C) Closing Cash, and (D) the Seller Expenses, including an itemized list thereof specifying the amount of each such Seller Expense, in each case, calculated in accordance with the Balance Sheet Rules (clauses (A) through (D), the “Closing Consideration Elements”, and such statement pursuant to be prepared and delivered to the Buyer a good faith statement this subsection (i), the “Preliminary Closing Statement”), duly executed (ii) a statement containing the Company’s good faith calculations of (A) the Closing Company Incentive Equity Consideration, (B) the amount of Closing Consideration payable to Seller pursuant to Section 2.2(b)(ii), (D) the Pro Rata Share of Seller, (E) the Post-Closing Escrow Amount (including the amount of Post-Closing Payments and the Closing Incentive Equity Employer Taxes) and (F) the aggregate amount to be paid to Seller from the Adjustment Escrow Amount (assuming full release thereof) and (iii) a statement setting forth the following (A) in respect of each Company Award Holder: the name and, based on behalf of the Company by the Chief Financial Officer internal records of the Company, email address and mailing address of each Company Award Holder, (B) the Company’s good faith calculation of the following in respect of each Company Award Holder: (u) the number of Vested Company Incentive Equity held by each Company Award Holder, the Pro Rata Share in respect of each Company Award Holder, (x) the aggregate amount of Closing Company Incentive Equity Consideration to be paid by the Company to each Company Award Holder in accordance with Section 2.4(a)(i) and Section 2.4(c)(i)(A), and (y) the aggregate amount to be paid to each Company Award Holder from the Adjustment Escrow Amount (assuming full release thereof), (the statements delivered pursuant to subsections (ii) and (iii) hereof, the “Payment Schedule”). Prior to the Closing, the Company shall provide Buyer and any accountants or advisors retained by Buyer with reasonable access to the Business Records of the Company Group for the purpose of enabling Buyer and its accountants and advisors to calculate, and to review Company’s calculation of the Closing Consideration, the Closing Consideration Elements and Payment Schedule; provided, however, that references and attaches such reasonable access shall be (i) at Buyer’s sole cost and expense, (ii) granted upon reasonable prior notice and during normal business hours, and (iii) conducted in a good faith estimated consolidated balance sheet manner that does not unreasonably interfere with the normal business operations of the Company and Group or its Subsidiaries (the “Estimated Closing Date Balance Sheet”) as of the close of business on the Closing Date and (ii) a good faith estimate of the Estimated Purchase Price, in sufficient detail to identify on an item by item basis the calculation of each item comprising the Estimated Closing Date Balance Sheet and the Estimated Purchase Price, including an estimate of the Cash and Cash Equivalents (the “Estimated Closing Date Cash and Cash Equivalents”), an estimate of the Company Closing Costs (the “Estimated Company Closing Costs”), an estimate of the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), in each case, prepared in accordance with GAAP applied in a manner consistent with the Financial Statements and utilizing the same methodologies, practices and policies employed by the Company and as set forth in Annex A hereto and in accordance with the definition of Cash and Cash Equivalents, Closing Date Indebtedness and Company Closing Costs set forth herein, without regard to the transaction described herein or the consummation of any financing contemplated herewith and as of the close of business on the Closing DateAffiliates. The Company shall make available consider in good faith any suggested revisions from Buyer to the Preliminary Closing Statement and the Payment Schedule and to the extent the Company agrees in its discretion to any such revisions suggested by ▇▇▇▇▇, Company shall deliver to Buyer a revised Preliminary Closing Statement and Payment Schedule reflecting such information as revisions, which revised Preliminary Closing Statement and Payment Schedule shall be deemed to have been delivered at the time Company delivered the initial Preliminary Closing Statement and Payment Schedule. In the event of any disagreement between Buyer shall reasonably request relating and the Company with respect to the matters Preliminary Closing Statement or Payment Schedule, in no event will such disagreement delay the Closing, and the Company’s calculation will be used to determine the Estimated Closing Consideration and each of the details and amounts set forth in the Preliminary Closing StatementPayment Schedule.