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
(i) neither Buyer nor Seller shall delay the Closing because of such failure and (ii) the amounts set forth in the Estimated Closing Statement to which Buyer objects, without any adjustment, shall be the amounts used in the determination of the Closing Cash Consideration. The agreement of the Parties to revisions to the Estimated Closing Statement or the failure of the Parties to agree to such revisions shall not constitute a waiver or limitation of a Party’s rights and obligations pursuant to Section 2.6(c) or otherwise. The Estimated Closing Statement shall also set forth wire transfer instructions for the payment of the Closing Cash Consideration to Seller.
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. No later than three (3) Business Days prior to the Closing, Seller shall cause the Company to deliver to Buyer a statement (the “Closing Estimate”), executed on behalf of the Company by its Chief Financial Officer and including an estimated unaudited consolidated balance sheet as of 12:00 am (local time) on the Closing Date in each applicable jurisdiction where each Target Company is located (the “Closing Date Balance Sheet”) prepared in accordance with the Accounting Principles and setting forth the Estimated Accounts Payable, Estimated Accounts Receivable, Estimated Net Accounts, Estimated Inventory, the Estimated Indebtedness and the Estimated Cash, and calculating the Closing Consideration.
Closing Estimate. At least three business days prior to Closing, ---------------- BFC shall deliver to Buyer its good faith estimate of the Closing Inventory (the "Closing Estimate"). Such estimate shall be based on the books and records of ---------------- the Business and the valuation principles set forth in Section 2.2(c) to be used to prepare the Closing Statement (as defined in Section 2.2(c)). If the Closing Estimate is greater than the Target Inventory, then Buyer shall pay to BFC the amount of such excess at the Closing in the manner described in Section 2.1(b). If the Closing Estimate is less than the Target Inventory, then the BFC Purchase Price payable by Buyer at the Closing shall be reduced by the amount of such deficiency.
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.
(b) The Purchase Price payable no later than 5:00 p.m. (Toronto time) on the Pre-Closing Date will be adjusted as follows:
(i) if the Estimated Closing Net Working Capital set out in the Closing Estimate exceeds the Target Working Capital, then there shall be a credit in favour of the Seller on a dollar-for-dollar basis equal to such excess, as an adjustment to the Purchase Price, and such amount, together with the Purchase Price, shall be payable in the manner set out in Section 4.1(b);
(ii) if the Estimated Closing Net Working Capital set out in the Closing Estimate is less than the Target Working Capital, then there shall be a credit in favour of the Service Provider on a dollar-for-dollar basis equal to the amount of such shortfall, as an adjustment to the Purchase Price and such shortfall shall be deducted from the Purchase Price; or
(iii) if the Estimated Closing Net Working Capital set out in the Closing Estimate is equal to the Target Working Capital, there shall not be any adjustment to the Purchase Price pursuant to this Section 4.2.
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. 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.
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) Not less than three (3) Business Days prior to the Closing, Seller shall prepare and deliver to Buyer a statement prepared in reasonable detail reflecting Seller’s good faith estimate of the Preliminary U.S. Purchase Price.
(b) In connection with determining the Preliminary U.S. Purchase Price, Seller shall estimate the Designated Intercompany Accounts Amount as of the date immediately prior to the Closing Date (the “Estimated Designated Intercompany Accounts Amount”), the Indebtedness of the Company as of the Closing Date (the “Estimated Closing Indebtedness”), and the Company Transaction Expenses unpaid (after giving effect to any Company Transaction Expenses paid directly by Seller prior to the Closing) as of the Closing Date (the “Estimated Unpaid Company Transaction Expenses”).
