Closing Estimate. At least three (3) business days prior to the Closing Date, Seller on behalf of Seller, shall estimate the Purchase Price Adjustment Amount and deliver to Purchaser a certificate of an officer of Seller setting forth in reasonable detail the calculation thereof. The Cash at Closing shall be adjusted as set forth in such certificate. The Purchase Price Adjustment Certificate shall include a computation of any reduction in the Purchase Price caused by the failure of one or more Seller's to deliver on the Closing Date their respective interests in the Transferred Assets.
Closing Estimate. Not more than five, nor less than two, business days prior to the Closing Date, Seller and Buyer shall, in good faith, jointly determine an estimate of the amount of Closing Date Net Working Capital; PROVIDED, however, that if Seller and Buyer cannot agree on an estimate of the amount of Closing Date Net Working Capital, such estimate shall be deemed to be equal to $51,000,000 (such estimated amount, as either jointly determined or the amount referred to above, as the case may be, the "ESTIMATED NET WORKING CAPITAL AMOUNT").
Closing Estimate. At least three (3) Business Days prior to the Closing Date, the Shareholders’ Representative shall prepare and deliver to Buyer a statement setting forth its good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Closing Net Working Capital”), the Indebtedness of the Company and its Subsidiaries immediately prior to Closing (the “Estimated Closing Indebtedness”), unpaid Company Expenses at Closing (the “Estimated Closing Company Expenses”), Cash at Closing (“Estimated Cash”) and the allocation of the Closing Merger Consideration among the holders of Shares and Options, as contemplated by Section 1.6, which statement shall contain an estimated balance sheet of the Company as of the Closing Date (without giving effect to the Contemplated Transactions), and a calculation of Estimated Closing Net Working Capital (the “Estimated Closing Net Working Capital Statement”). The Estimated Closing Net Working Capital shall be prepared in accordance with GAAP. The Company shall provide Buyer and its Representatives reasonable access to the books, records and personnel of the Company and its Subsidiaries and their Representatives, to the extent that they relate to the Estimated Closing Net Working Capital Statement and to such historical financial information related to the Estimated Closing Net Working Capital Statement as Buyer and its Representatives reasonably request to review the Estimated Closing Net Working Capital Statement prior to Closing and raise any objections; provided, however, that by conducting its review, Buyer shall not be deemed to have waived any of its rights with respect to the Final Closing Net Working Capital or Final Closing Net Working Capital Statement; and provided further, however, that such access shall be in a manner that does not interfere with the normal business operations of the Company and its Subsidiaries and that would not reasonably be expected to result in the waiver of any legal privilege or be in violation of applicable Law.
Closing Estimate. For purposes of the Closing, the Company shall, not less than two (2) days prior to the Closing Date, make a good-faith estimate of the Merger Price, as adjusted by the Working Capital Adjustment Amount (the “Closing Estimate”), based upon the most recent ascertainable financial information of the Company and the Subsidiaries.
Closing Estimate. At least five (5) Business Days prior to the Closing Date, Seller shall deliver to Buyer an Estimated Closing Statement prepared by Seller in good faith, together with supporting documentation used by Seller in calculating the amounts set forth therein. If Buyer notifies Seller in writing of an objection to the Estimated Closing Statement (which written notice shall, in good faith, describe in reasonable detail the specific items in or excluded from the Estimated Closing Statement that are in dispute and the nature and amount of any disagreement so identified) at least two (2) Business Days prior to the Closing Date, then Buyer and Seller shall seek in good faith to agree to revisions to the Estimated Closing Statement to resolve such objection and Seller shall update and redeliver the Estimated Closing Statement to reflect any such agreements no later than the Business Day immediately prior to the Closing Date. If Buyer has validly provided notice of an objection to the Estimated Closing Statement pursuant to this Section 2.6(b) and Buyer and Seller fail to mutually agree upon revisions to the
Closing Estimate. At least three (3) Business Days prior to the Closing Date, Holdings shall deliver to Buyer a certificate in a form mutually agreed to by Buyer (the “Initial Closing Date Statement”), executed by Holdings, setting forth the calculation of the Estimated Cash Consideration, along with reasonable supporting detail to evidence the calculations of such amounts, including Holdings’ good faith estimates of (i) Closing Cash (the “Estimated Cash”), (ii) Working Capital (the “Estimated Working Capital”), (iii) Closing Interest Bearing Indebtedness (the “Estimated Closing Interest Bearing Indebtedness”) and (iv) the Holdings’ Transaction Expenses (the “Estimated Holdings’ Transaction Expenses”).
Closing Estimate. (a) At least two (2), but not more than five (5), Business Days prior to the Closing Date, Sellers’ Representative shall deliver to Buyer a worksheet, together with reasonable supporting documentation, setting forth an estimate (the “Closing Estimate”) of: (i) the Closing Cash (the “Estimated Closing Cash”); (ii) the Closing Working Capital (the “Estimated Closing Working Capital” and the related Working Capital Adjustment, if any (the “Estimated Working Capital Adjustment”); (iii) the estimated principal amount of the Buyer Note to which EFV is entitled, (iv) the aggregate amount of Company Indebtedness (the “Estimated Company Indebtedness”) to be paid out of the Loan Amount, together with the name of the payee thereof and wire transfer instructions for each such payment; (v) the aggregate amount payable with respect to each other Company Liability (“Estimated Company Liabilities”) to be paid out of the Loan Amount, together with the name of the payee thereof and wire transfer instructions for each such payment; and (vi) the Remaining Loan Amount to which EFV is entitled, all as of the Adjustment Time. The Closing Estimate shall (A) be prepared (1) in a manner consistent with each of the applicable definitions in this Agreement and the accounting principles and practices referred to therein or elsewhere in this Agreement, (2) in good faith based on facts and circumstances known before the Closing Date, (3) such that there shall be no reduction in the level of reserves that were reflected on the Interim Balance Sheet unless specific facts and circumstances justify a reduction in such reserves and (4) applying consistent methodologies, practices, estimation techniques, assumptions and principles used by the applicable Company in preparation of the most recent Audited Financial Statements; (B) reasonably specify each item taken into account in the proposed calculation of the Estimated Net Consideration; and (C) include wire transfer instructions for each recipient of funds identified thereon, provided that all amounts payable to Sellers shall be paid by one wire transfer to an account identified by Sellers’ Representative as provided in the Closing Estimate. Buyer shall be entitled to review and comment on the Closing Estimate, and Sellers’ Representative shall review and consider all of Buyer’s comments in good faith.
Closing Estimate. (a) The Seller will prepare and deliver to the Service Provider at least 5 days prior to the Pre-Closing Date a draft closing statement (the “Closing Estimate”), in the form set out in Schedule 12 containing the Seller’s best estimate of the Net Working Capital as at the Cutoff Time (the “Estimated Closing Net Working Capital”). The amounts set out in the Closing Estimate shall be the basis upon which the prorations and adjustments provided for herein shall be made.
Closing Estimate. At least three business days prior to the ---------------- Closing, Seller shall deliver to Buyer its good faith estimate of the Closing Adjustment as of the last day of the month prior to Closing (the "Closing ------- Estimate"). Such estimate shall be based on the books and records of the -------- Business and the valuation principles set in Section 3.3(c) to be used to prepare the Closing Statement (as defined in Section 3.3(c)).
Closing Estimate. Not later than five (5) Business Days prior to the Closing Date, the Company shall cause to be prepared and delivered to the Purchaser a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the Closing Working Capital (the “Estimated Working Capital”). The Estimated Closing Statement shall be prepared in accordance with GAAP.
