Closing Date Purchase Price Adjustment. (i) Not later than three Business Days prior to the Closing Date, the Company shall prepare and provide Purchaser with an estimated balance sheet of the Company as of the opening of business on the Closing Date (the “Estimated Closing Balance Sheet”) and a statement of the estimated Closing Working Capital (as defined in Section 2.4(b)(i) below), derived from the Estimated Closing Balance Sheet (“
Closing Date Purchase Price Adjustment. At least five (5) business days prior to the Closing Date, Seller shall prepare and deliver to Purchaser an estimated combined balance sheet of the Companies and their Subsidiaries as of the month end immediately preceding the Closing Date (the “Estimated Closing Date Balance Sheet”), which shall include the Working Capital as of such month-end date (“Estimated RQ Working Capital”). The Estimated Closing Date Balance Sheet and the Estimated RQ Working Capital shall be prepared in good faith and in accordance with United States generally accepted accounting principles (“GAAP”) applied on a basis consistent with the Financial Statements. Within 24 hours of notice, Seller shall provide Purchaser access to all relevant documents and information reasonably requested by Purchaser in connection with its review of the Estimated Closing Date Balance Sheet. No later than two (2) business days prior to the Closing Date, Purchaser shall notify Seller of any objections to the Estimated Closing Date Balance Sheet, which notice shall state in reasonable detail the basis for Purchaser’s objections. If Purchaser has any objections, Purchaser and Seller shall attempt in good faith to resolve any such objections; provided, however, that in the event that any such objections are not resolved prior to Closing, the Estimated Closing Date Balance Sheet shall remain as initially delivered to Purchaser for all purposes hereunder. The Purchase Price to be paid at Closing by Purchaser shall, (i) if the Estimated RQ Working Capital is a positive amount, be increased by such amount, or, (ii) if the Estimated RQ Working Capital is a negative amount, be decreased by such amount.
Closing Date Purchase Price Adjustment. On the Closing Date, a Purchase Price adjustment shall be made as follows:
Closing Date Purchase Price Adjustment. (i) Not later than three (3) Business Days prior to the Closing Date, the Sellers’ Representative shall provide Purchaser with an estimated balance sheet of the Company and the Subsidiaries as of the open of business on the Closing Date (the “Estimated Closing Balance Sheet”), a statement of the estimated Closing Working Capital (as defined in Section 3.3(b)(i) below), derived from the Estimated Closing Balance Sheet (“Estimated Closing Working Capital”), a statement of the estimated Indebtedness of the Company as of the open of business on the Closing Date, derived from the Estimated Closing Balance Sheet (the “Estimated Closing Indebtedness”), and a statement of the estimated Cash and Cash Equivalents of the Company as of the open of business on the Closing Date (the “Estimated Closing Cash”), each in the form set out in Schedule 3.3(b). The Estimated Closing Balance Sheet, Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash shall be prepared by the Sellers in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end as if such Estimated Closing Balance Sheet, Estimated Closing Working Capital, Estimated Closing Indebtedness and Estimated Closing Cash were being prepared and audited as of a fiscal year end, subject to the accounting principles set forth on Schedule 3.3(a)(i) (the “Agreed Principles”).
Closing Date Purchase Price Adjustment. (a) At least five Business Days prior to the Closing Date, Seller will prepare and deliver to Purchaser a certificate executed by an executive officer of Seller (the “Estimated Closing Statement”) consisting of Seller’s estimates of the Final Net Indebtedness Amount (such estimate, the “Estimated Net Indebtedness Amount”) and the Final Expenditure Adjustment Amount (such estimate, the “Estimated Expenditure Adjustment Amount”). The Estimated Closing Statement will be prepared in good faith and in accordance with Mexican NIF. Purchaser will have the right to object to the amounts contained in the Estimated Closing Statement no later than the second Business Day immediately prior to the Closing Date if it in good faith determines that any such amount is materially inaccurate. Seller will in good faith consider the objections, if any, of Purchaser to the Estimated Closing Statement and, if Purchaser has made any objections, will reissue an Estimated Closing Statement no later than 5:00 p.m. local time in Mexico City, Mexico on the last Business Day immediately prior to the Closing Date with such revisions, if any, that Seller has determined in good faith are appropriate.
Closing Date Purchase Price Adjustment. (a) At least 3 Business Days prior to the anticipated First Closing Date, the Sellers’ Representative shall deliver to Buyer an estimated Closing Date Balance Sheet of each of the Sellers and an estimate of the Adjustment Amount as of the anticipated First Closing Date (the “Estimated Adjustment Amount”), together with such supporting documentation and other data as is reasonably necessary to substantiate such estimate. All accounting calculations and terms shall be in accordance with GAAP and, to the extent not in violation of GAAP, consistently applied with the Year End Balance Sheet. Each Seller will provide Buyer and its representatives with prompt access to such books, records, employees and auditors of such Seller as Buyer may reasonably request in order to verify the determination of the Estimated Adjustment Amount.
Closing Date Purchase Price Adjustment. (i) Not later than three (3) Business Days prior to the Closing Date, the Company shall provide Purchaser with an estimated consolidated balance sheet of the Company as of immediately after the Closing (the “Estimated Closing Balance Sheet”) and a statement of the estimated Closing Working Capital (as defined in Section 2.9(b)(i) below), derived from the Estimated Closing Balance Sheet (“Estimated Closing Working Capital”). The Estimated Closing Balance Sheet and Estimated Closing Working Capital shall be prepared by the Company in accordance with GAAP applied using the same accounting methods, practices, principles, policies and procedures, with consistent classifications, judgments and valuation and estimation and accrual methodologies that were used in the preparation of the Company’s audited Financial Statements for the most recent fiscal year end, as if such Estimated Closing Balance Sheet and Estimated Closing Working Capital were being prepared and audited as of a fiscal year end.
Closing Date Purchase Price Adjustment. Not more than five Business Days nor less than two Business Days prior to the Closing Date, Seller shall deliver to Buyer a schedule (the “Estimated Adjustment Schedule”) setting forth Seller’s calculation of its good faith estimate of the Working Capital Assets less the Working Capital Liabilities as of the Closing Date (the “Estimated Closing Date Working Capital Amount”) based on the most recently available unaudited month-end consolidated balance sheet of the Company and the Company Subsidiaries regularly prepared by the Company under the Parent’s basis of presentation. Notwithstanding the foregoing, if the Estimated Closing Date Working Capital Amount less the Company’s cash and cash equivalents appearing on such most recently available unaudited month-end consolidated balance sheet (the “Non-Cash Estimated Closing Date Working Capital Amount”) exceeds $50,000,000, the Estimated Closing Date Working Capital Amount shall be reduced by the amount that the Non-Cash Estimated Closing Date Working Capital Amount exceeds $50,000,000. If the Non-Cash Estimated Closing Date Working Capital Amount equals or is below $50,000,000, then the Estimated Closing Date Working Capital Amount shall not be reduced. If the Estimated Closing Date Working Capital Amount set forth on the Estimated Adjustment Schedule (i) exceeds zero, the Purchase Price payable to Seller at the Closing shall be increased by an amount equal to such surplus, or (ii) is less than zero, the Purchase Price payable to Seller at the Closing shall be decreased by an amount equal to such deficiency (such upward or downward adjustment pursuant to this Section 1.3 is hereinafter referred to as the “Estimated Adjustment Amount Due”).
Closing Date Purchase Price Adjustment. (a) At least five (5) business days prior to the Closing Date, Sellers shall provide to Buyer a good faith estimate (the “Estimated Capital Statement”) of Sellers’ Student Receivables, inventory, pre-paid expenses and other current asset accounts, but excluding Excluded Assets and Accounts Receivable other than Student Receivables as set forth above, as of the close of business on the business day immediately preceding the Closing Date (the “Estimated Capital Assets”) and Sellers’ accounts payable, accrued expenses, short-term debt and other current liability accounts that are Assumed Liabilities including, but not limited to, Unearned Tuition as of the close of business on the business day immediately preceding the Closing Date, but not including any Excluded Liabilities and any loan debt initiated by Buyer in connection with its financing, if any, of the Cash Purchase Price (the “Estimated Capital Liabilities”). If the Estimated Capital Assets minus the Estimated Capital Liabilities (the “Estimated Closing Capital”) is less than the Working Capital Target, then the Cash Purchase Price to be paid by Buyer to Sellers at the Closing shall be reduced, on a dollar for dollar basis, by the amount, if any, the Estimated Closing Capital is less than the Working Capital Target, or if the Estimated Closing Capital is greater than the Working Capital Target, then the Cash Purchase Price to be paid by Buyer to Sellers at the Closing shall be increased, on a dollar for dollar basis, by the amount, if any, by which the Estimated Closing Capital is greater than the Working Capital Target.
Closing Date Purchase Price Adjustment. (a) If the fair market value (as defined below) of Parent Common Stock at the time of Closing is greater than Six Dollars and Eighty-Five Cents ($6.85) per share, the number of shares of Parent Common Stock to be issued to Seller shall be reduced to that number which results from dividing Three Million Three Hundred Thirty-Six Thousand Dollars ($3,336,000) by the fair market value.
