Common use of Calculation of Estimated Purchase Price Clause in Contracts

Calculation of Estimated Purchase Price. At least two Business Days prior to the Closing, the Company will prepare and deliver to Buyer (a) an estimated unaudited balance sheet of the Company and its Subsidiaries as of the Adjustment Time (the “Estimated Closing Balance Sheet”), (b) a statement (the “Estimated Closing Statement”) setting forth a good faith calculation of (i) the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the estimated Closing Cash (the “Estimated Closing Cash”), (iii) the estimated Closing Indebtedness (the “Estimated Closing Indebtedness”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expenses”), and (v) the Company’s calculation of the Estimated Purchase Price derived from the foregoing and (c) the Closing Payment that NewCo Seller is entitled to receive and payment instructions for receipt of the Closing Payment and any other amounts required to be paid to NewCo Seller pursuant to the terms of this Agreement (the “Seller Payment Instructions”). The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared, and the Estimated Closing Net Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness and the Estimated Transaction Expenses will be determined, in each case, in good faith and on a consolidated basis in accordance with the definitions set forth in this Agreement and in the case of the calculation of Net Working Capital, as set forth on the sample calculation set forth on Exhibit B (the “Sample Statement”), and, to the extent not inconsistent with the definitions set forth in this Agreement and the Sample Statement, GAAP applied on a basis consistent with the preparation of the Latest Balance Sheet.

Calculation of Estimated Purchase Price. At least two four (4) Business Days prior to the Closing, the Company will prepare and deliver to Buyer (a) an estimated unaudited balance sheet of the Company and its Subsidiaries as of the Adjustment Calculation Time (the “Estimated Closing Balance Sheet”), ) and (b) a statement (the “Estimated Closing Statement”) setting forth a good faith calculation of (i) the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the estimated Closing Cash (the “Estimated Closing Cash”), (iii) the estimated Closing Indebtedness (including, for the avoidance of doubt, any earnout Liabilities under the HSM APA) (the “Estimated Closing Indebtedness”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expenses”), and (v) the Company’s calculation of the Estimated Purchase Price derived from the foregoing and (c) the Closing Payment that NewCo Seller is entitled to receive and payment instructions for receipt of the Closing Payment and any other amounts required to be paid to NewCo Seller pursuant to the terms of this Agreement (the “Seller Payment Instructions”)foregoing. The Estimated Closing Balance Sheet and the Estimated Closing Statement will be prepared, and the Estimated Closing Net Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness Indebtedness, and the Estimated Transaction Expenses will be determined, in each case, in good faith and faith, on a consolidated basis in accordance with the definitions set forth in this Agreement Agreement, using the same accounting methods, assumptions, policies, principles, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in the preparation of the Latest Balance Sheet except, in the case of the calculation of Net Working Capital, as set forth on Schedule A. Following the sample calculation set forth on Exhibit B (delivery of the “Sample Statement”), and, to the extent not inconsistent with the definitions set forth in this Agreement Estimated Closing Balance Sheet and the Sample Estimated Closing Statement, GAAP applied on a basis consistent the Company shall, upon the written request of Buyer, provide Buyer and its accountants with reasonable supporting documentation for the preparation calculations included therein and make the relevant financial records of the Latest Balance SheetCompany and its Subsidiaries relating thereto reasonably available to Buyer and its accountants in connection therewith.

Calculation of Estimated Purchase Price. At least two Not fewer than five Business Days prior to the Closinganticipated Closing Date, the Company will prepare and Seller shall deliver to Buyer (a) a certificate executed by an estimated unaudited balance sheet executive officer of the Company and its Subsidiaries as of the Adjustment Time Seller (the “Estimated Closing Balance Sheet”), (b) a statement (the “Estimated Pre-Closing Statement”) setting forth a Seller’s good faith calculation of (i) the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (ii) the estimated Closing Cash (the “Estimated Closing Cash”), (iii) the estimated Closing Indebtedness (the “Estimated Closing Indebtedness”), (iv) the estimated Transaction Expenses (the “Estimated Transaction Expenses”), and (v) the Company’s calculation estimate of the Estimated Purchase Price derived from and the foregoing components thereof, including a good faith estimate of, the Adjusted Net Working Capital and (c) each of the Closing Payment that NewCo Seller is entitled to receive and payment instructions for receipt components thereof as of the Closing Payment and any other amounts required to be paid to NewCo Seller pursuant to the terms of this Agreement (the “Seller Payment Instructions”). The Estimated Closing Balance Sheet and the Estimated Closing Statement will be preparedDate, and the Estimated Closing Net Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness and the Estimated Transaction Expenses will be determined, in each case, in good faith and on a consolidated basis determined in accordance with GAAP and the definitions set forth in this Agreement and in the case Balance Sheet Rules, as well as a good faith estimate of the calculation Cash Adjustment, Capital Expenditure Adjustment and Transferred Indebtedness. An illustrative example of the accounting principles, procedures and methods used in preparing the sample statement of Adjusted Net Working Capital, as Capital and the form of Pre-Closing Statement is set forth on the sample calculation set forth on Exhibit B Schedule 2.2 (the “Sample Statement”). Illustrative examples of the calculations of Adjusted Net Working Capital, andCash, Capital Expenditure Amounts and Transferred Indebtedness are set forth on Schedules 2.2(a), 2.2(b), 2.2(c) and 2.2(d), respectively. The Parties agree to the extent not inconsistent methodologies, policies, procedures, practices, estimation techniques, assumptions and principles used in the calculations set forth on Schedule 2.2. The Pre-Closing Statement shall be prepared in consultation with Buyer and will serve as the definitions basis for the calculation of the Estimated Purchase Price. At the Closing and subject to the adjustments set forth in this Agreement Section 2.2, Buyer shall pay to Seller, as Seller shall direct in the Flow of Funds Memorandum that shall be reasonably agreed to in good faith and executed by the Sample StatementParties, GAAP applied on a basis consistent an amount equal to the Estimated Purchase Price. At the Closing, Buyer shall pay any Closing Date Indebtedness (to the extent unpaid as of the Closing) in accordance with the preparation of instructions set forth in the Latest Balance Sheetapplicable payoff letters.

Calculation of Estimated Purchase Price. (a) At least two five (5) Business Days prior to the ClosingClosing Date, the Company will prepare and deliver to Buyer (ai) an estimated unaudited balance sheet of the Company and its Subsidiaries as of the Adjustment Time (giving effect to the Pre-Closing Reorganization) (the “Estimated Closing Balance Sheet”), (bii) a statement (the “Estimated Closing Statement”) setting forth a good faith calculation of (iA) the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (iiB) the estimated Closing Cash (the “Estimated Closing Cash”), which shall include the results of the inventory count referenced in Section 1.02(b), (iiiC) the estimated Closing Indebtedness (the “Estimated Closing Indebtedness”), including a specific calculation of the amount of Assumed Indebtedness and Payoff Indebtedness included therein, (ivD) the estimated Transaction Expenses (the “Estimated Transaction Expenses”), and (vE) the Company’s calculation of the Estimated Purchase Price derived from the foregoing foregoing, (F) an estimate of the First Period Receivables Collected, and (cG) the aggregate amount of the Receivables that remain outstanding as of five (5) Business Days prior to the Closing Date, and (iii) the portion of the Closing Payment that NewCo each Seller is entitled to receive (with respect to any Seller, such Seller’s “Closing Percentage”) and payment instructions for receipt of the Closing Payment and any other amounts required to be paid to NewCo Seller Sellers pursuant to the terms of this Agreement (the “Seller Payment Instructions”). The Estimated Closing Balance Sheet and the Estimated Closing Statement (1) will be prepared, and the Estimated Closing Net Working Capital, the Estimated Closing Cash, the Estimated Closing Indebtedness and Indebtedness, the Estimated Transaction Expenses and the estimate of the First Period Receivables Collected will be determined, in each case, in good faith and on a consolidated basis in accordance with the definitions set forth in this Agreement Accounting Principles and in by giving effect to the case Pre-Closing Reorganization, (2) shall include the calculations and reasonable back up documentation requested by Xxxxx and used for the determination of the calculation of Net Working Capitalestimated amounts, as set forth on the sample calculation set forth on Exhibit B and (the “Sample Statement”), and, 3) shall be subject to reasonable review and comment by Buyer prior to the extent not inconsistent with the definitions set forth in this Agreement Closing and the Sample StatementCompany shall consider in good faith any such comments and may revise the Estimated Closing Statement prior to the Closing to reflect any such comments. No comments delivered by Xxxxx, GAAP applied on a basis consistent or Xxxxx’s failure to deliver any comments, will be deemed to constitute any waiver or release of any of Buyer’s rights under this Agreement, including this Section 1.02. From the delivery of the Estimated Closing Statement to Buyer until the Closing, at the request of Buyer, Sellers and the Company shall, and shall cause the Company’s Subsidiaries to, (x) provide Buyer and/or its Advisors with reasonable access during normal business hours to the books, records, supporting data, and personnel of Sellers, the Company and its Subsidiaries involved in the preparation of the Latest Estimated Closing Balance SheetSheet and Estimated Closing Statement (including Company personnel responsible for accounting and finance and senior management) and, subject to execution of any customary work paper access letters required by them, the Company’s accountants and their work papers and (y) otherwise cooperate with and assist Xxxxx and its Advisors in connection with such review. (b) At least five (5) Business Days prior to the Closing Date, at a time or times mutually agreed on by the Company and Buyer, the Company shall commence, coordinate and take, in consultation and cooperation with Buyer, a physical count of all inventory that will be included in Net Working Capital which shall also establish a value of such inventory in accordance with the Accounting Principles. Buyer shall have the right, upon reasonable prior notice, to observe and participate in the verification of the physical count of such inventory, provided that such access rights shall (i) not be exercised in a manner that interferes with the business and operations of the Company, and (ii) comply with the reasonable security and confidentiality requirements of the Company. The results of such physical inventory count shall be used to establish the value of inventory included as a component of the Estimated Closing Net Working Capital and a roll-forward of such amount from the date such inventory is taken through the Closing Date shall be used to establish the inventory component of the Closing Net Working Capital in accordance with the Accounting Principles.