Estimated Amounts. If you wish to obtain authorisation for the estimated amount of a Transaction, you must obtain your Customer’s consent to the estimated amount before requesting the authorisation. As soon as you become aware of the full amount to be captured, you must submit the request to capture funds. If the full amount of the charge exceeds the amount for which you obtained an authorisation, you must obtain a new authorisation for the full amount.
Estimated Amounts. Where the Landlord estimates or re-estimates the costs of Realty Taxes, Operating Costs and the amount of Utilities supplied, it shall do so acting reasonably and shall provide the Tenant with statements of such estimates in reasonable detail.
Estimated Amounts. No later than three (3) Business Days prior to the Closing Date, Seller shall provide to Buyer a written statement certified on behalf of Seller by an executive officer of Seller (the “Seller Statement”) setting forth an estimate of the Closing Purchase Price (the “Estimated Closing Purchase Price”), which shall be based upon good-faith estimates of the Closing Date Cash, the Closing Date Indebtedness, the Net Working Capital Adjustment Amount, the Covered Transaction Costs and the Client Consent Adjustment Amount, if any, delivered with reasonable supporting detail with respect to the calculation of such amounts, which Seller Statement shall be accompanied by such written evidence of the Advisory Client consents and the Closing Revenue Run-Rates for all of the Advisory Clients with respect to which consent has been obtained as of the Calculation Time, as is reasonably necessary to support the calculation of the Client Consent Adjustment Amount. Seller will take into consideration, in good faith, any proposed revisions to the Seller Statement and Estimated Closing Purchase Price as are presented in good faith by Buyer prior to the Closing Date and, to the extent Seller and Buyer mutually agree to any such revisions, Seller shall update the Seller Statement and Estimated Closing Purchase Price to reflect any such mutually agreed-upon revisions (which updated versions shall be considered the Seller Statement and the Estimated Closing Purchase Price for all purposes hereunder). If Buyer and Seller are unable to reach mutual agreement with respect to any dispute related to the Seller Statement or Estimated Closing Purchase Price, such dispute shall not under any circumstance delay the Closing, the Seller Statement and Estimated Closing Purchase Price provided by Seller to Buyer shall be binding for purposes of this Section 2.4(b), and the amounts payable at Closing pursuant to Section 2.3(b) shall be calculated as set forth in the Seller Statement provided by Seller to Buyer (and, if applicable, as modified to reflect any revisions mutually agreed upon by Seller and Buyer). For the avoidance of doubt, no proposed revisions provided by Buyer or any such mutually-agreed upon revisions to the Seller Statement or Estimated Closing Purchase Price in accordance with this Section 2.4(b), or any consummation of the Closing regardless of any dispute with respect to the Seller Statement or the Estimated Closing Purchase Price as provided in this Section 2.4(b), shall co...
Estimated Amounts. At least five (5) Business Days prior to the Closing Date, Seller shall provide to Acquiror (a) pay-off letters for any Estimated Closing Funded Indebtedness that Acquiror will be required to pay at the Closing pursuant to Section 2.3(a)(ii) (collectively, the “Pay-Off Letters”) and (b) a written statement setting forth, in reasonable detail and accompanied by reasonable supporting documentation, its good faith estimate and calculation of each of the Closing Funded Indebtedness and Closing Net Working Capital (the “Pre-Closing Adjustment Notice”). Acquiror may challenge the contents of the Pre-Closing Adjustment Notice at any time prior to Closing if Acquiror believes, in good faith, that the Pre-Closing Adjustment Notice is in error. Acquiror and Seller shall use good faith efforts to resolve any disputes with respect to the Pre-Closing Adjustment Notice prior to Closing. If, and to the extent, any such dispute is not resolved prior to Closing, the amounts paid by Acquiror at Closing under Section 2.3(a) shall be based on the adjustments set forth in the Pre-Closing Adjustment Notice. The Pay-Off Letters shall include the full repayment of all amounts due under clause (i) of the definition of Funded Indebtedness. On or prior to the Closing, Seller shall take or cause to be taken all actions necessary to terminate any future obligations with respect to any Contracts relating to such Funded Indebtedness after the full payment by Acquiror of the amounts required by Section 2.3(a)(ii).
Estimated Amounts. On or prior to October 15 of each calendar year, the Parties shall mutually agree upon an estimate of the number of Temporary Cards that will be manufactured for the following year (with respect to any year, the “Estimated Amounts”). Notwithstanding anything to the contrary contained herein, in the event that the number of Temporary Cards issued from Franchisee Locations exceeds the Estimated Amount for such year, NetSpend shall be entitled to deliver to the Franchisees, on and after such date for the remaining portion of such year, Temporary Cards that do not bear the Liberty Tax name or logo and that have not been designed and produced in accordance with Section 4(c). Franchisee shall not dispose of any Temporary Cards not used in any calendar year, but shall maintain such Temporary Cards in safekeeping for use in the subsequent calendar year. In the event that at any time the parties agree to a new card skin design for Liberty Tax/NetSpend Cards (“New Liberty Tax/NetSpend Cards”), NetSpend shall be entitled to deplete its inventory of Liberty Tax/NetSpend Cards bearing the prior card skin design prior to distributing the New Liberty Tax/NetSpend Cards.
Estimated Amounts. Within a reasonable time after each Adjustment Date, Landlord shall notify Tenant in writing of the amount of Tenant's estimated Proportionate Share of Pass Through Expenses for the current Lease Year. Such notification shall include the Landlord's calculation of the Additional Rent to be paid by Tenant on an estimated basis for the current Lease Year. Within ten (10) days after the date of such notice from Landlord, Tenant shall pay to Landlord in a lump sum, any increases in Additional Rent required by this Section retroactively to the most recent preceding Adjustment Date. On the first day of the calendar month following the date on which Landlord delivers such statement and on the first day of each calendar month thereafter to and including the date upon which Landlord delivers a subsequent statement hereunder, Tenant shall pay the monthly Additional Rent specified in such statement. The failure of the Landlord to provide any such statement within said period shall not relieve Tenant from its obligation to continue to pay Base Rent at the rate then in effect under this Lease; and,
Estimated Amounts. Telcordia estimates that the Time and Material fee for the Services detailed in Section 2.4 of this WS shall be approximately $520,000, excluding out of pocket expenses and materials. This estimate is not binding. Telcordia shall notify NAPA when it reaches eighty-five percent (85%) of the Estimated Fee. Telcordia shall obtain prior written approval to exceed the Estimated Fee. Telcordia reserves the right to suspend the performance of Services hereunder and toll the term of this WS until NAPA approves in writing a revised Estimated Fee, if any.
Estimated Amounts. Two (2) business days prior to the Closing Date, Creative shall deliver to Stryker a schedule containing an estimate of the value as of the Closing Date of (i) the Assets other than property, plant and equipment reflected in Creative's accounting records, (ii) the value as of the Closing Date of additions to property, plant and equipment from July 31, 1998 through the Closing Date, (iii) the Patent Expenses, and (iv) the Research Expenses.
Estimated Amounts. Section 6A.3 Existing China Wok Space - Section 6A.1 Expense Amount - Section 5.2.2 FIRPTA - Section 5.4.14 Improvements - Introduction including - Section 14.12 ISRA - Section 5.4.18 Latest Rent Commencement Date - Section 6A.2 Leases - Section 4.1 LP Agreement - Section 5.4.15 L.L.C. Agreement - Section 5.4.15 Negative Declaration - Section 5.4.18 New China Wok Space - Section 6A.1 NJDEP - Section 5.4.18 Pending Litigation - Section 6.10 Percentage Rent - Section 5.2.3 Permitted Conditions of Title - Section 4.1 person - Section 14.12 Personalty - Section 1 Projected Latest Rent Commencement Date - Section 6A.2 Proration Date - Section 5.2.1 Property - Introduction Property - Section 1 Purchase Price - Section 2 Real Estate - Section 1 Reconciliation Period - Section 5.2.2 Rent Commencement Date - Section 6A.3 Rent Credit - Section 6A.2 Roof Decision Date - Section 5.2.7 SEC - Section 14.17 Seller - Introduction Seller's Share - Section 5.2.7 Service Contracts - Section 6.4 Shop-Rite Lease - Section 6A.2 Shop-Rite Expansion Space - Section 6A.2 SNDA - Section 5.4.13 Strauss - Section 8.4 Strauxx Xxxxe - Section 8.4 Xxxxxx - Section 7.3 Surveyor - Section 7.3
Estimated Amounts. Based on the parties’ discussions and preliminary review of the books and records of the Company prior to the execution of this Agreement, $30,084,461 is a good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Net Working Capital”) and $28,050,309 is a good faith estimate of the Cash Amount as of the Closing Date (the “Estimated Cash Amount”). If the Estimated Net Working Capital is less than $0, then the Base Cash Purchase Price shall be decreased at Closing by the amount of such deficit. If the Estimated Net Working Capital is greater than $0, then the Buyer shall cause the payment of the amount of such excess (including, at Buyer’s election, by distributing cash from the Company) into an escrow account (the “Escrow Account”) to be maintained by JX Xxxxxx Chase Bank, N.A. If the Estimated Cash Amount is less than $50 million, then the Base Cash Purchase Price shall be decreased at Closing by the amount of such deficit. If the Estimated Cash Amount is greater than $50 million, then the Buyer shall cause the payment of the amount of such excess (including, at Buyer’s election, by distributing cash from the Company) into the Escrow Account. Based on the Estimated Net Working Capital, Estimated Cash Amount and the foregoing, the Base Cash Purchase Price shall not be decreased pursuant to this Section 1.3(a) and $8,134,770 shall be the aggregate amount to be paid to the Escrow Account by Buyer. In determining the amount of Cash and Net Working Capital, the distributions of cash contemplated in this Section 1.3 shall not be taken into account. For the avoidance of doubt, to the extent that the Seller Parties are required to cause the Company to pay down any amounts of interest, commitment fees, breakage costs and other fees under the Credit Facility prior to or contemporaneously with Closing, Cash will be reduced by such amounts and Net Working Capital will not include as a current liability such amounts, nor will such amounts be treated as Indebtedness.
