Calculation Schedules Clause Samples
Calculation Schedules. No later than one Business Day prior to the Closing Date, the Company shall deliver to the Buyer schedules (the “Estimated Calculation Schedules”) setting forth the following:
(i) on Schedule 2.1A, an updated Schedule 1.2A, which will set forth the Company’s estimated outstanding Indebtedness as of the Calculation Time;
(ii) on Schedule 2.1B, the Company’s estimate of the amount as of the Calculation Time and payee of all unpaid Transaction Expenses payable to the financial advisors, legal counsel, investment bankers, accountants, auditors or other advisors of any Company Group Member;
(iii) on Schedule 2.1C, an updated Schedule 1.2B, which will set forth the Company’s updated estimate of the Transaction Bonus Amount;
(iv) on Schedule 2.1D, an updated version of Schedule A, setting forth the amount of the Seller Consideration and a reasonably detailed calculation of the components thereof, all determined in accordance with Section 1.2(a)), setting forth each Seller’s respective Pro Rata Portion of the Seller Consideration (which Pro Rata Portions shall add up to 100.00%);
(v) the Closing Adjustment Amount as calculated by reference to amounts set forth on Schedule 2.1A, Schedule 2.1B and Schedule 2.1C (the “Estimated Closing Adjustment Amount”);
(vi) Sellers have provided to the Buyer a schedule of unbilled receiveables as of December 31, 2014, with customer name and amount of unbilled receivable; and
(vii) Sellers have provided to the Buyer a schedule of deferred revenue as of December 31, 2014 with customer name and amount of deferred revenue, calculation of revenue recognition and maintenance contracts start and end dates. Prior to the Closing, the Company shall (i) make available representatives of the Company to answer questions with respect to the Estimated Calculation Schedules and (ii) provide to the Buyer all supporting information and documentation that may be reasonably necessary or appropriate to prepare the calculation of the Seller Consideration set forth in the Estimated Calculation Schedules.
Calculation Schedules. Promptly after the date hereof, and in any event, no later than one Business Day prior to the Closing Date, the Company shall deliver to the Buyer schedules (the “Estimated Calculation Schedules”) setting forth the following:
(i) on Schedule 3.4A, an updated Schedule 3.1A, which will set forth the Company’s estimated outstanding Non-Assumed Indebtedness to be paid off pursuant to this Agreement as of the Calculation Time, and an updated Schedule 3.1B, which will set forth all of the Company’s outstanding Assumed Indebtedness to be assumed or repaid by the Buyer (but which is not to be reflected as an adjustment to the Merger Consideration pursuant to Section 3.1;
(ii) on Schedule 3.4B, the Company’s estimate of the amount as of the Calculation Time and payee of all unpaid Transaction Expenses payable to the Company’s financial advisors, legal counsel, investment bankers, accountants, auditors or other advisors;
(iii) on Schedule 3.4C, the amount of the Merger Consideration and a reasonably detailed calculation of the components thereof, all determined in accordance with Section 3.1);
(iv) on Schedule 3.4D, an updated schedule of Equityholder Consideration by Equityholder, setting forth each Equityholder’s respective Pro Rata Portion of the Equityholder Consideration (for which the sum of such Pro Rata Portions shall equal 100.00%);