Common use of Calculation of Estimated Purchase Price Clause in Contracts

Calculation of Estimated Purchase Price. Not fewer than five Business Days prior to the anticipated Closing Date, Seller shall deliver to Buyer a certificate executed by an executive officer of Seller (the “Pre-Closing Statement”) setting forth Seller’s good faith estimate of the Estimated Purchase Price and the components thereof, including a good faith estimate of, the Adjusted Net Working Capital and each of the components thereof as of the Closing Date, determined in accordance with GAAP and the Balance Sheet Rules, as well as a good faith estimate of the 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 and the form of Pre-Closing Statement is set forth on Schedule 2.2 (the “Sample Statement”). Illustrative examples of the calculations of Adjusted Net Working Capital, Cash, 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 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 basis for the calculation of the Estimated Purchase Price. At the Closing and subject to the adjustments set forth in this 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 Parties, 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 instructions set forth in the applicable payoff letters.

Calculation of Estimated Purchase Price. Not fewer than five At least four (4) Business Days prior to the anticipated Closing DateClosing, Seller shall the Company will prepare and deliver to Buyer a certificate executed by (a) an executive officer estimated unaudited balance sheet of Seller the Company and its Subsidiaries as of the Adjustment Calculation Time (the “Pre-Estimated Closing Balance Sheet”) and (b) a statement (the “Estimated Closing Statement”) setting forth Sellera 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 good faith estimate calculation of the Estimated Purchase Price derived from the foregoing. The Estimated Closing Balance Sheet and the components thereofEstimated Closing Statement will be prepared, including a good faith estimate ofand the Estimated Closing Net Working Capital, the Adjusted Net Working Capital Estimated Closing Cash, the Estimated Closing Indebtedness, and the Estimated Transaction Expenses will be determined, in each of the components thereof as of the Closing Datecase, determined in good faith, on a consolidated basis in accordance with GAAP the definitions set forth in this 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 Rulesexcept, in the case of the calculation of Net Working Capital, as well as a good faith estimate of the 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 and the form of Pre-Closing Statement is set forth on Schedule 2.2 (A. Following the “Sample Statement”). Illustrative examples of the calculations of Adjusted Net Working Capital, Cash, 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 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 basis for the calculation delivery of the Estimated Purchase Price. At the Closing Balance Sheet and subject to the adjustments set forth in this 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 Parties, an amount equal to the Estimated Purchase Price. At Closing Statement, the ClosingCompany shall, upon the written request of Buyer, provide Buyer shall pay any Closing Date Indebtedness (to and its accountants with reasonable supporting documentation for the extent unpaid as calculations included therein and make the relevant financial records of the Closing) Company and its Subsidiaries relating thereto reasonably available to Buyer and its accountants in accordance with the instructions set forth in the applicable payoff lettersconnection therewith.

Calculation of Estimated Purchase Price. Not fewer than (a) At least five (5) Business Days prior to the anticipated Closing Date, Seller shall the Company will prepare and deliver to Buyer a certificate executed by (i) an executive officer estimated unaudited balance sheet of Seller the Company and its Subsidiaries as of the Adjustment Time (giving effect to the Pre-Closing Reorganization) (the “Pre-Estimated Closing Balance Sheet”), (ii) a statement (the “Estimated Closing Statement”) setting forth Seller’s a good faith estimate calculation of (A) the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”), (B) the estimated Closing Cash (the “Estimated Closing Cash”), which shall include the results of the inventory count referenced in Section 1.02(b), (C) the estimated Closing Indebtedness (the “Estimated Closing Indebtedness”), including a specific calculation of the amount of Assumed Indebtedness and Payoff Indebtedness included therein, (D) the estimated Transaction Expenses (the “Estimated Transaction Expenses”), (E) the Company’s calculation of the Estimated Purchase Price and derived from the components thereofforegoing, including a good faith (F) an estimate of, the Adjusted Net Working Capital and each of the components thereof First Period Receivables Collected, and (G) the aggregate amount of the Receivables that remain outstanding as of five (5) Business Days prior to the Closing Date, determined in accordance with GAAP and (iii) the Balance Sheet Rules, as well as a good faith estimate portion of the Cash AdjustmentClosing Payment that each Seller is entitled to receive (with respect to any Seller, Capital Expenditure Adjustment such Seller’s “Closing Percentage”) and Transferred Indebtedness. An illustrative example payment instructions for receipt of the accounting principles, procedures Closing Payment and methods used in preparing other amounts paid to Sellers pursuant to the sample statement terms of Adjusted Net Working Capital and the form of Pre-Closing Statement is set forth on Schedule 2.2 this Agreement (the “Sample StatementSeller Payment Instructions”). Illustrative examples of The Estimated Closing Balance Sheet and the calculations of Adjusted Estimated Closing Statement (1) will be prepared, and the Estimated Closing Net Working Capital, the Estimated Closing Cash, Capital Expenditure Amounts the Estimated Closing Indebtedness, the Estimated Transaction Expenses 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 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 basis for the calculation estimate of the Estimated Purchase Price. At the Closing and subject to the adjustments set forth First Period Receivables Collected will be determined, in this Section 2.2each case, 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 Parties, 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) on a consolidated basis in accordance with the instructions set forth Accounting Principles and by giving effect to the Pre-Closing Reorganization, (2) shall include the calculations and reasonable back up documentation requested by Xxxxx and used for the determination of the estimated amounts, and (3) shall be subject to reasonable review and comment by Buyer prior to the Closing and the Company 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, 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 applicable payoff letterspreparation of the Estimated Closing Balance Sheet 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.

Calculation of Estimated Purchase Price. Not fewer than five At least two Business Days prior to the anticipated Closing DateClosing, Seller shall the Company will prepare and deliver to Buyer a certificate executed by (a) an executive officer estimated unaudited balance sheet of Seller the Company and its Subsidiaries as of the Adjustment Time (the “Pre-Estimated Closing Balance Sheet”), (b) a statement (the “Estimated Closing Statement”) setting forth Seller’s a good faith estimate 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 components thereof, including a good faith estimate of, the Adjusted Net Working Capital Closing Payment that NewCo Seller is entitled to receive and each of the components thereof as payment instructions for receipt of the Closing DatePayment 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, determined 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 GAAP the definitions set forth in this Agreement and in the Balance Sheet Rulescase of the calculation of Net Working Capital, as well as a good faith estimate of the 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 and the form of Pre-Closing Statement is set forth on Schedule 2.2 the sample calculation set forth on Exhibit B (the “Sample Statement”). Illustrative examples of the calculations of Adjusted Net Working Capital, Cashand, 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 methodologies, policies, procedures, practices, estimation techniques, assumptions and principles used in extent not inconsistent with the calculations set forth on Schedule 2.2. The Pre-Closing Statement shall be prepared in consultation with Buyer and will serve as the basis for the calculation of the Estimated Purchase Price. At the Closing and subject to the adjustments definitions set forth in this Section 2.2Agreement and the Sample Statement, Buyer shall pay to Seller, as Seller shall direct in GAAP applied on a basis consistent with the Flow of Funds Memorandum that shall be reasonably agreed to in good faith and executed by the Parties, an amount equal to the Estimated Purchase Price. At the Closing, Buyer shall pay any Closing Date Indebtedness (to the extent unpaid as preparation of the Closing) in accordance with the instructions set forth in the applicable payoff lettersLatest Balance Sheet.