Closing Date Estimate. Not less than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a notice, setting forth Seller's good faith estimate as of the Closing Date of (a) the Regulatory Obligation Amount (the "Estimated Regulatory Obligation Amount"), (b) the Non-Regulated Construction Work in Process Amount (the "Estimated Non-Regulated Construction Work in Process Amount") and (c) any Capital Expenditure Deficiency. On the Closing Date, Buyer shall pay to Seller an amount equal to the sum of (x) the Base Purchase Price, (y) the Estimated Regulatory Obligation Amount, and (z) the Estimated Non-Regulated Construction Work in Process Amount, less the Deposit and any Capital Expenditure Deficiency (the "Closing Date Payment"). The Closing Date Payment shall be made by wire transfer of immediately available funds to such account or accounts as Seller shall designate to Buyer at least two (2) Business Days prior to the Closing Date. Payments from Buyer to Seller for CBSS and SSB Accounts Receivable and from Seller to Buyer for Customer Prepayments and Customer Deposits will occur subsequent to Closing in accordance with Article X.
Closing Date Estimate. 18 3.3 Calculation of Final Purchase Price..........................19 3.3.1 Closing Date Statement...............................19 3.3.2 Disputes Regarding Closing Date Statement............19 3.3.3
Closing Date Estimate. No later than three Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a consolidated balance sheet of the Company as of the Closing Date (the “Estimated Closing Statement”), including the Company’s good faith estimates of the amounts of Closing Cash, Closing Indebtedness, Closing Working Capital and Seller Expenses, together with calculations of the Cash Merger Consideration (the “Estimated Cash Merger Consideration”) and the Estimated Price Per Share based on such estimates (which Estimated Closing Statement shall be reasonably acceptable to Parent). The Estimated Closing Statement and all amounts, estimates, determinations and calculations contained therein shall be prepared and calculated in accordance with Section 2.10(c).
Closing Date Estimate. (a) Not less than three (3) business days prior to the Closing Date, Seller will give to Buyer a notice, setting forth Seller's good faith estimate as of the Closing Date of (i) the Regulatory Obligation Amount (the "Estimated Regulatory Obligation Amount") and (ii) the Non-Regulated Construction Work in Process Amount (the "Estimated Non-Regulated Construction Work in Process Amount").
(b) On the Closing Date, Buyer shall pay to Seller the sum of (i) the Base Purchase Price, (ii) the Estimated Regulatory Obligation Amount, and (iii) the Estimated Non-Regulated Construction Work in Process Amount, (the "Closing Date Amount"). The Closing Date Amount shall be paid by delivery on the Closing Date of immediately available funds in U.S. dollars by wire transfer to an account that Seller shall designate to Buyer at least two (2) business days prior to the Closing Date.
Closing Date Estimate. (a) Not less than three (3) business days prior to the Closing Date, Seller will give to Buyer a notice, setting forth Seller's good faith estimate as of the Closing Date of (i) the Regulatory Obligation Amount (the "Estimated Regulatory Obligation Amount"), (ii) the Non-Regulated Construction Work in Process Amount (the "Estimated Non-Regulated Construction Work in Process Amount"), (iii) any Capital Expenditure Deficiency, and (iv) any Vacation Proration Amount.
(b) On the Closing Date, Buyer shall pay to Seller an amount equal to the sum of (i) the Base Purchase Price, (ii) the Estimated Regulatory Obligation Amount, and (iii) the Estimated Non-Regulated Construction Work in Process Amount, minus (iv) any Capital Expenditure Deficiency and (v) any Vacation Proration Amount (assuming that Buyer receives a credit under Section 11.3.2, but if Seller receives a credit, the Vacation Proration Amount shall be added to the Purchase Price) (the "Closing Date Amount"). The Closing Date Amount shall be paid by delivery on the Closing Date of immediately available funds in U.S. dollars by wire transfer to an account that Seller shall designate to Buyer at least two (2) business days prior to the Closing Date. Payments from Buyer to Seller for Earned End-User Accounts Receivable and from Seller to Buyer for Customer Advances and Customer Deposits will occur subsequent to Closing in accordance with Article 10.
Closing Date Estimate. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent (x) an itemized statement (the “Estimated Closing Statement”) containing the Company’s good faith calculation and estimate or computation of:
(A) the amount of Closing Cash;
(B) the aggregate amount of Closing Indebtedness, together with a spreadsheet showing the amount of such Closing Indebtedness owing to each creditor thereof and, where applicable, a Payoff Letter from each applicable creditor to whom any Closing Indebtedness will be owing as of the Closing;
(C) all Seller Expenses, together with a spreadsheet showing the amount of such Seller Expenses owing to the applicable third party as of the Closing;
(D) Net Working Capital;
(E) the Aggregate Exercise Price;
(F) all Change of Control Payments, together with a spreadsheet showing the amount thereof owing to each Change of Control Payment recipient;
(G) Closing Payroll Taxes, together with a spreadsheet showing the amount thereof to be paid to the applicable Tax authorities with respect to each Change of Control Payment recipient and Seller; and
(H) all Unpaid Taxes, together with calculations of the Merger Consideration (the “Estimated Merger Consideration”) and the Estimated Merger Consideration Per Common Share based on such estimates or computations, and such schedules with respect to the determination thereof as the Company deems reasonably necessary to support such Estimated Closing Statement; and (y) a schedule (the “Closing Payment Schedule”) that sets forth a correct and complete list of all payments in Section 2.11 in the aggregate and by individual Seller or other payee, including wire transfer instructions for each payee that is not a Seller. The Estimated Closing Statement and all amounts, estimates, determinations and calculations contained therein shall be prepared and calculated on a consolidated basis for the Group Companies in accordance with the Accounting Principles. Parent shall be entitled to comment on and request reasonable changes to the Estimated Closing Statement, and the Company shall provide Parent and its representatives access to information that Parent reasonably requests relating to the Estimated Closing Statement and the Company’s preparation thereof. The Company shall consider in good faith any reasonable changes Parent proposes to the Estimated Closing Statement and revise such statement if, based on the Company’s assessment in its sole and absolute dis...
Closing Date Estimate. No later than two (2) Business Days prior to the Closing Date, the Company shall prepare and deliver to Purchaser a statement (the “Estimated Closing Statement”) containing the Company’s good faith estimates of the amounts of Closing Cash, Closing Indebtedness, Closing Working Capital and Seller Expenses, together with a calculation of the Consideration taking into account such estimates (the “Estimated Consideration”) based on such estimates (which Estimated Closing Statement shall be reasonably acceptable to Purchaser). The Estimated Closing Statement and all amounts, estimates, determinations and calculations contained therein shall be prepared and calculated in accordance with GAAP consistently applied.
Closing Date Estimate. No later than four (4) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent a statement (the “Estimated Closing Statement”) containing the Company’s good faith estimates of the amounts of Closing Cash, Closing Indebtedness, Closing Working Capital and Seller Expenses together with calculations of the Merger Consideration (the “Estimated Merger Consideration”) and the Estimated Price Per Share based on such estimates, together with such schedules and data with respect to the determination the foregoing estimates as is reasonably necessary to support such Estimated Closing Statement. The Estimated Closing Statement and all amounts, estimates, determinations and calculations contained therein shall be prepared and calculated in accordance with Section 2.10(c). The Company shall consider in good faith any revisions to the calculations set forth in the Estimated Closing Statement proposed by Parent, and the Estimated Closing Statement shall be modified to reflect any revisions agreed upon by the Company in its sole discretion.
Closing Date Estimate. MNST and Buyer agree that, pending the final determination of the Actual Working Capital as provided in Section 1.2(b) below, the estimated Working Capital as of the day before the Closing Date (the “Estimated Working Capital”) is $(17,909,400).
Closing Date Estimate. Not less than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a notice, setting forth Seller’s good faith estimate of (1) the Regulatory Obligation Amount (the “Estimated Regulatory Obligation Amount”), (2) the Non-Regulated Construction Work in Process Amount (the “Estimated Non-Regulated Construction Work in Process Amount”), (3) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”) and (4) the Closing Date Net Working Capital Amount (it being understood, for the avoidance of doubt, that such amount shall be calculated pro forma for the completion of (i) the transactions contemplated by Sections 5.9 and 5.21, (ii) any Closing Date Distribution and (iii) the Contribution Transaction) (the “Estimated Net Working Capital Amount”).
