Adjustments to Estimated Purchase Price. (a) At least three Business Days prior to the Closing Date, Sellers’ Representative will deliver to Buyer a statement setting forth in reasonable detail Sellers’ good faith written estimate of: (i) Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the Closing Date Net Working Capital Adjustment (the “Estimated Closing Date Net Working Capital Adjustment”); (ii) Closing Date Cash (“Estimated Closing Date Cash”); (iii) Closing Date Debt (“Estimated Closing Date Debt”); (iv) Closing Date Pre-Closing Taxes (“Estimated Closing Date Pre-Closing Taxes”); (v) Closing Date Pre-Closing Tax Refunds (“Estimated Closing Date Pre-Closing Tax Refunds”); (vi) Closing Date Seller Transaction Expenses (“Estimated Closing Date Seller Transaction Expenses”); (vii) the Closing Construction Amount (the “Estimated Closing Construction Amount”); and (viii) the resulting Estimated Closing Cash Payment derived therefrom. Buyer will have the right to review and comment on the Estimated Closing Cash Payment (including the components thereof), and Sellers’ Representative will consider and negotiate in good faith any objections and revisions proposed by Buyer to the Estimated Closing Cash Payment (including the components thereof), provided that failure to object or comment will not prejudice or limit Buyer’s rights pursuant to this Section 1.3. (b) Within 90 days after the Closing Date, Buyer will deliver to Sellers’ Representative a statement (the “Preliminary Closing Statement”) setting forth in reasonable detail Buyer’s good faith written calculation of: (i) Closing Date Net Working Capital and the Closing Date Net Working Capital Adjustment; (ii) Closing Date Cash; (iii) Closing Date Debt; (iv) Closing Date Pre-Closing Taxes; (v) Closing Date Pre-Closing Tax Refunds; (vi) Closing Date Seller Transaction Expenses; (vi) Closing Construction Amount; and (vi) the resulting Final Closing Cash Payment derived therefrom. Sellers will have an opportunity to review the Preliminary Closing Statement for 60 days following its receipt thereof from Buyer (the “Review Period”). During the Review Period, at Sellers’ Representative’s request, Sellers and their Representatives will, during normal business hours, be provided with reasonable access to all Books and Records and other 3 information related to the preparation and calculation of the Final Closing Cash Payment (including financial statements and work papers, whether prepared internally or by third Pe...
Adjustments to Estimated Purchase Price. Within sixty (60) days after the Closing Date, Buyer shall deliver to Seller a statement (the “Post-Closing Statement”) setting forth in reasonable detail (i) Buyer’s good faith proposed final calculation of the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital, the Closing Employee Transaction Payments and the Closing Selling Expenses and (ii) Buyer’s good faith proposed final calculation of the Purchase Price as calculated pursuant to Section 2.02 incorporating such proposed final calculations in (i) above. If Seller objects to the Post-Closing Statement, then it shall provide Buyer with written notice thereof (a “Notice of Disagreement”) setting forth Seller’s good faith and specific objections in reasonable detail (each a “Disputed Item”) together with supporting documentation within fifteen (15) days after receiving the Post-Closing Statement. If Buyer and Seller working together in good faith are unable to agree on such Disputed Items contained in the Notice of Disagreement within fifteen (15) days after Buyer receives the Notice of Disagreement, then either Buyer or Seller may refer such dispute to the Accounting Firm, which shall make a final and binding determination as to all Disputed Items, and only as to such Disputed Items, on a timely basis and shall promptly notify Buyer and Seller in writing of its resolution. Such Accounting Firm handling the dispute resolution shall not have the power to modify or amend any term or provision of this Agreement. In resolving the Disputed Items, the Accounting Firm shall only assign a value to any Disputed Item that is at or between Buyer’s valuation of such Disputed Item and Seller’s valuation of such Disputed Item. Each of Buyer and Seller shall bear and pay one-half of the fees and other costs charged by such Accounting Firm and shall use commercially reasonable efforts to cooperate with the Accounting Firm. If Seller does not object to the Post-Closing Statement within the time period and in the manner set forth in the first sentence of this Section 2.05(b) or if Seller accepts the Post-Closing Statement, then the Closing Cash, the Closing Indebtedness, the Closing Net Working Capital, the Closing Employee Transaction Payments, the Closing Selling Expenses and the Purchase Price as set forth in Post-Closing Statement shall become final and binding upon the Parties for all purposes hereunder on the fifteenth (15th) day after Seller receives the Post-Closing Statement. If Seller does ...
Adjustments to Estimated Purchase Price. (a) No later than three (3) Business Days prior to the Closing Date, for purposes of determining the Estimated Purchase Price, Seller shall deliver to Buyer Seller's good-faith estimates of Closing Cash ("Estimated Closing Cash") and Closing Net Working Capital ("Estimated Closing Net Working Capital"), such estimates to be (i) subject to the approval of Buyer, such approval not to be unreasonably withheld, conditioned or delayed, and (ii) based on the Company's books and records and other information then available and prepared in accordance with the accounting principles, policies, methodologies and procedures set forth on Schedule 1.6(a) attached hereto (the "Specified Accounting Principles"). Seller shall deliver to Buyer all reasonably requested relevant backup materials, in detail reasonably requested by Buyer, together with a certification, signed on behalf of Seller by its Chief Executive Officer and confirming that such estimates have been prepared in good faith in accordance with the Specified Accounting Principles, concurrently with the delivery of such estimates. As provided in Section 1.3 hereof, the Estimated Purchase Price shall be adjusted, dollar for dollar, up or down, as appropriate, to the extent that the Estimated Closing Net Working Capital either (I) exceeds the Base Net Working Capital (such excess the "Estimated Overage") or (II) is less than the Base Net Working Capital (such shortfall, the "Estimated Underage"), as applicable.
Adjustments to Estimated Purchase Price. Not later than three days prior to the anticipated Closing Date, Seller shall deliver to Buyer Seller’s estimate (the “Estimate”) of the Working Capital as of the Closing Date (“Estimated Working Capital”) and any documentation substantiating Seller’s calculation of Estimated Working Capital. Seller shall prepare the Estimate in good faith in accordance with GAAP on a consistent basis with that used in the preparation of the Audited Financial Statements (to the extent not inconsistent with GAAP). If the Estimated Working Capital is less than the Target Working Capital, the Estimated Purchase Price shall be reduced dollar-for-dollar by the amount of such difference. If the Estimated Working Capital is greater than the Target Working Capital, the Estimated Purchase Price shall be increased by dollar-for-dollar by the amount of such difference. The amount of any such adjustment based on the Estimate shall be referred to herein as the “Estimated Working Capital Adjustment.”
Adjustments to Estimated Purchase Price. (a) The Seller Representative has delivered to Buyer the statement attached as Exhibit 1.3(a) (“Estimated Closing Statement”) setting forth Sellers’ good faith written estimate and consistent with the Accounting Principles of: (i) Closing Date Tangible Net Assets (“Estimated Closing Date Tangible Net Assets”) and the Estimated Closing Date Tangible Net Assets Adjustment (for the avoidance doubt the adjustment shall be the difference, plus or minus, between the Estimated Closing Date Tangible Net Assets and $125,000,000); (ii) Closing Date Cash (“Estimated Closing Date Cash”); (iii) Closing Date Debt (“Estimated Closing Date Debt”); (iv) Closing Date Seller Transaction Expenses (“Estimated Closing Date Seller Transaction Expenses”); and (v) the resulting Estimated Closing Cash Payment derived from those estimates.
Adjustments to Estimated Purchase Price. (i) To the extent that the Final Purchase Price is greater than the Estimated Purchase Price (the amount of such excess, the “Purchase Price Overage”), Buyer shall pay, within sixty (60) days, to Seller, in cash by wire transfer of immediately available funds to one or more accounts designated in writing by Buyer, an amount equal to the Purchase Price Overage.
Adjustments to Estimated Purchase Price. (i) If the sum of the adjustments set forth in Section 2.3(c) results in an enterprise value of Buyer less than the Target Buyer Enterprise Value, then Buyer shall, within seven (7) days after actual or deemed receipt of the Conclusive Statement, cause a number of SGSI Series B Shares to be converted to SGSI Common Shares in an amount equal to the difference between the Target Buyer Enterprise Value and the enterprise value of Buyer as set forth on the Conclusive Statement; or
Adjustments to Estimated Purchase Price. (a) Three (3) Business Days prior to the Closing Date, Sellers caused the Tiffin Group to deliver to Buyer, and Buyer agreed to and accepted, a statement (“Estimated Closing Statement”) setting forth the Tiffin Group’s good faith estimate, consistent with the Accounting Principles, of: (i) Closing Date Cash (“Estimated Closing Date Cash”); (ii) Closing Date Debt (“Estimated Closing Date Debt”); and (iii) Closing Date Seller Transaction Expenses (“Estimated Closing Date Seller Transaction Expenses”).
Adjustments to Estimated Purchase Price. (a) Sellers’ Representative will, prior to Closing, deliver (or cause to be delivered) to Buyer Sellers’ good faith written calculation of the Estimated Closing Date Net Working Capital, Estimated Closing Date Cash, Estimated Closing Date Pre-Closing Taxes, Estimated Closing Date Pre-Closing Tax Refunds and, if applicable, the Estimated Delayed Closing Date Adjustment Amount. At the Closing, the Closing Cash Payment will be (i) determined by reference to the amount of Sellers’ good faith calculation of Estimated Closing Date Cash, Estimated Closing Date Pre-Closing Taxes, Estimated Closing Date Pre-Closing Tax Refunds and, if applicable, the Estimated Delayed Closing Date Adjustment Amount and (ii) determined by reference to the amount by which Sellers’ good faith calculation of Estimated Closing Date Net Working Capital is greater than the sum of the Target Amount plus $25,000 (such sum is the “Upper Collar Amount”) or less than the remainder of the Target Amount minus $25,000 (such remainder is the “Lower Collar Amount”), with no adjustment being made to the Closing Cash Payment if the Estimated Closing Date Net Working Capital is between the Upper Collar Amount and Lower Collar Amount. The amount of any adjustment to the Closing Cash Payment for Estimated Closing Date Net Working Capital as provided in Section 1.3(a)(ii) is referred to as the “Estimated Closing Date Net Working Capital Adjustment”.
Adjustments to Estimated Purchase Price
