Closing Date Estimates Sample Clauses

Closing Date Estimates. On or before three (3) Business Days prior to the Closing Date, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer a statement (the “Closing Statement”) setting forth each adjustment to the PURCHASE AND SALE AGREEMENT 27 Purchase Price required under this Agreement (except as otherwise set forth in Section 2.1.12) and showing the calculation of such adjustments. The Closing Statement will be used to adjust the Purchase Price at Closing. Any final adjustments, if necessary, will be made pursuant to Section 2.8 of this Agreement.
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Closing Date Estimates. On or before three (3) Business Days prior to the Closing Date, the Seller (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer a statement (the “Closing Statement”) setting forth each adjustment to the Purchase Price required under this Agreement (except for adjustments under Section 2.1, which shall be determined pursuant to Section 2.1 and paid pursuant to Sections 2.1.11 and 2.9) and showing the calculation of such adjustments. If Buyer disputes any items in the Closing Statement, the Buyer shall so notify the Seller within one (1) Business Day prior to the Closing Date and the Seller and the Buyer shall use their commercially reasonable PURCHASE AND SALE AGREEMENT -28- efforts to agree upon the Closing Statement, provided that in the event the Buyer and the Seller cannot reach agreement prior to the Closing with respect to any item, the Closing Statement as submitted by the Seller shall control with respect to such item. The Closing Statement will be used to adjust the Purchase Price at Closing. Any final adjustments, if necessary, will be made pursuant to Section 2.8 of this Agreement.
Sample 1
Closing Date Estimates. On or before three (3) Business Days prior to the Closing Date, CELLC (with the cooperation of the Buyer) will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer a statement (the “Closing Statement”) setting forth each adjustment to the Purchase Price required under this Agreement and showing the calculation of such adjustments. The Closing Statement will be used to adjust the Purchase Price at Closing. Any final adjustments, if necessary, will be made pursuant to Section 2.8 of this Agreement.
Sample 1
Closing Date Estimates. On or before three (3) Business Days prior to the Closing Date, the Sellers (with the cooperation of the Buyer) will, using actual amounts then available (or if actual amounts are not available, Seller’s reasonable best estimate of the actual amounts), jointly prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer a statement (the “Closing Statement”) setting forth each adjustment to the Purchase Price required to be made at Closing under this Agreement and showing the calculation of such adjustments. The Closing Statement will be used to adjust the Purchase Price at Closing. Any final adjustments, if necessary, will be made pursuant to Section 2.8 of this Agreement.
Sample 1
Closing Date Estimates. On or before two (2) Business Days prior to the Closing Date, the Seller will prepare, in accordance with the provisions of this Agreement, and deliver to the Buyer a good faith, written statement (the “Closing Statement”) setting forth in detail the Seller’s reasonable good faith determination based upon the best information available at the time of each adjustment to the Purchase Price required under this Agreement and showing the calculation of such adjustments. Within one (1) Business Day of receipt of the Closing Statement, the Buyer will deliver to the Seller a written report containing all changes with the explanation therefor that the Buyer proposes to be made to the Closing Statement. The Closing Statement, as agreed upon by the Parties, will be used to adjust the Purchase Price at Closing, provided that if the Parties do not agree upon an adjustment set forth in the Closing Statement, then the amount of such adjustment used to adjust the Purchase Price at Closing shall be that amount set forth in the draft Closing Statement delivered by the Seller to the Buyer pursuant to this Section 2.7. Any final adjustments, if necessary, will be made pursuant to Section 2.8 of this Agreement.
Sample 1
Closing Date Estimates. No later than three (3) Business Days prior to the Closing Date, the Company shall prepare and deliver to Parent (A) a consolidated balance sheet of the Company as of the Closing Date (the “Estimated Closing Date Balance Sheet”), and (B) a written statement (the “Estimated Closing Statement”) setting forth the Company’s good faith determination, on the basis of the Estimated Closing Date Balance Sheet, of (1) the estimated Closing Cash (the “Estimated Closing Cash”), together with calculations and backup information supporting such estimate, (2) the estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital”), together with calculations and backup information supporting such estimate, (3) the estimated Closing Indebtedness (the “Estimated Closing Indebtedness”), together with calculations and backup information supporting such estimate, (4) the estimated Closing Seller Expenses (the “Estimated Closing Seller Expenses”), together with calculations and backup information supporting such estimate, and (5) the estimated Cash Merger Consideration based on such estimated amounts (the “Estimated Cash Merger Consideration”). To the extent the Estimated Closing Cash exceeds the Closing Cash Target in the aggregate, then, immediately prior to Closing, the Company shall: (x) distribute to the holders of Company Stock an amount equal to such excess, so that the Estimated Closing Cash is reduced to an amount equal to the Closing Cash Target in the aggregate; and (y) provide, or cause to be provided to, Parent evidence of such distribution (in form and substance reasonably satisfactory to Parent). The Estimated Closing Cash, as reduced in accordance with the foregoing sentence, shall be the basis for the calculation of the Cash Merger Consideration pursuant to this Section 2.03(b).
Sample 1

Related to Closing Date Estimates

  • Estimated Closing Statement Not less than two (2) Business Days prior to the Closing Date, the Seller shall prepare and deliver to the Buyer a statement (the “Estimated Closing Statement”), certified in writing by an executive officer of the Seller, setting forth, in reasonable detail, (i) the Seller’s good faith calculation, together with reasonably detailed supporting documentation, of the estimated Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”) and the components thereof; (ii) the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be; and (iii) the resulting calculation of the Purchase Price (the resulting amount, the “Estimated Purchase Price”), in each case calculated pursuant to the Accounting Principles. The Seller and the Owner, during the period from the delivery of the Estimated Closing Statement through the Closing Date, shall, and shall cause their respective managers, officers, employees, accountants, and other relevant advisors to, provide the Buyer (and its auditors, advisors, counsel, and other representatives) reasonable access to the books and records, outside accounting firm, working papers (subject to the execution of customary access letters), personnel, and facilities of the Seller in order to complete their review of the Estimated Closing Statement and the calculations set forth therein, and the Seller shall consider in good faith any comments made by the Buyer to the Estimated Closing Statement. The Buyer’s failure to make any comment regarding, or to dispute any amount included in, the Estimated Closing Statement shall not limit, or have any effect on, the Buyer’s rights pursuant to Section 2.05(b) to conduct a review of the Estimated Closing Date Net Working Capital, the Estimated Working Capital Increase or Estimated Working Capital Decrease, as the case may be, and the resulting calculation of the Purchase Price. The Seller and the Owner shall cooperate with the Buyer’s review of the Estimated Closing Statement and the Buyer and the Seller shall negotiate in good faith prior to the Closing to resolve any reasonable objection the Buyer may have to the estimates or calculations contained therein.

  • Closing Statement A closing statement conforming to the proration and other relevant provisions of this Agreement.

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