Determination of Estimated Purchase Price. At least ----------------------------------------- two business days prior to the Closing Date, Parent shall (1) cause to be prepared, in accordance with GAAP, and delivered to Buyer the most recent available month-end balance sheet of the Companies prepared in the same manner as the Adjusted Balance Sheet (including all line items set forth on the Adjusted Balance Sheet and specifying the amount of Indebtedness for Borrowed Money) and (2) cause to be prepared and delivered to Buyer a certificate setting forth in reasonable detail the calculation of the Estimated Purchase Price based on such month-end balance sheet.
Determination of Estimated Purchase Price. At least two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer (a) a projected consolidated balance sheet with respect to the Company as of the close of business on the Closing Date, (b) an updated data tape, as of the date that is three (3) Business Days prior to the Closing Date, containing the information of the same categories and same format as in the Mortgage Loan Data Tape, and (c) a statement, duly executed by the Chief Financial Officer of Seller, setting forth in reasonable detail Seller’s estimate of the Adjusted Purchase Price (the “Estimated Purchase Price”). Such consolidated balance sheet and executed statement shall be prepared in good faith and in accordance with the Agreed Accounting Principles, be based on the books and records of the Company and be subject to reasonable approval by Buyer.
Determination of Estimated Purchase Price. No later than two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”) and a certificate executed on behalf of Seller by the Chief Financial Officer of Seller setting forth Seller’s good faith calculation of (i) the Estimated Purchase Price, (ii) each of the Estimated Purchase Price Elements and (iii) the Assumed Business Employee Option Rollover Value, together with all reasonable supporting detail and backup materials with respect to the calculation of such amounts; provided, however, that (x) at least five (5) Business Days prior to the delivery of the Estimated Closing Statement to Buyer, Seller shall provide a draft of the Estimated Closing Statement and such supporting detail to Buyer for its review, (y) Seller shall provide Buyer with the opportunity to provide comments to such draft and calculation in good faith and (z) Seller shall give due and reasonable consideration in good faith to any comments made by Buyer. The Estimated Closing Statement shall be prepared in a manner consistent with the terms of this Agreement, including Exhibit C attached hereto with respect to Estimated Net Working Capital.
Determination of Estimated Purchase Price. Not later than ten (10) ----------------------------------------- days prior to the Closing Date, the Seller shall furnish to Purchaser its calculation of the "Estimated Purchase Price." The "Estimated Purchase Price" shall be determined by computing the Estimated Net Asset Value based upon (i) the unaudited Book Value of the Acquired Assets as of the previous month's end, plus or minus any known adjustments agreed to by Purchaser, minus (ii) the unaudited Balance Sheet Liabilities other than the $30,000,000 amount attributable to the Pollution Control Bonds, as of the previous month's end, plus or minus any known adjustments agreed to by Purchaser; provided, however, that solely for purposes of this Section 3.2, all references in the definition of Balance Sheet Liabilities to amounts reflected on the Closing Balance Sheet shall be deemed to mean amounts as of the previous month's end. The Estimated Purchase Price shall be an amount equal to One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds), assuming that the Estimated Net Asset Value is equal to or greater than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000). If the Estimated Net Asset Value is less than One Hundred Seventy-Four Million One Hundred Ninety Thousand Dollars ($174,190,000), then the difference shall constitute a dollar-for-dollar reduction in the Estimated Purchase Price. In no event shall the Estimated Purchase Price exceed One Hundred Ninety-Seven Million Two Hundred Twenty-Five Thousand Dollars ($197,225,000) (of which $30,000,000 shall be attributable to Purchaser's assumption of the Pollution Control Bonds). Such calculation shall be accompanied by a written analysis, supported by documentation which shall be attached to such written analysis, of the adequacy of the reserves for doubtful accounts and the reserves for inventory valuation used in the determination of Book Value, which is used in the calculation of the Estimated Purchase Price. The Estimated Purchase Price shall be determined from the books and records of the Seller; provided, however, that the Book Value of the Acquired Assets shall be determined in accordance with Section 3.1(b) hereof and the Balance Sheet Liabilities shall be determined in accordance with Section 3.1(c).
Determination of Estimated Purchase Price. Not less than three Business Days prior to the Closing Date, Parent shall deliver to Buyer a statement (the “Closing Statement”) setting forth (i) its good faith estimates of (A) Closing Net Tangible Assets, (B) Closing Cash, and (C) Closing Indebtedness, and (ii) using the amounts set forth in the preceding clause (i) and the Retention Reserve Amount, a calculation of the Purchase Price (the “Estimated Purchase Price” and the calculation of the Equity Value contained therein, the “Estimated Equity Value”), in each case of the foregoing determined solely based on the definitions in and the provisions of this Agreement.
Determination of Estimated Purchase Price. No fewer than two (2) Business Days prior to the Closing Date, the Sellers shall deliver, or cause to be delivered, to Buyer a statement (the “Estimated Closing Statement”) which sets forth (a) the Sellers’ good-faith estimates of (i) Cash, (ii) Closing Date Indebtedness (identifying the portion, if any, of Closing Date Indebtedness to be paid off and discharged at Closing (the “Indebtedness Payoff Amount”), and the payees thereof), (iii) the Closing Date Working Capital (including the Positive Working Capital Amount or the Negative Working Capital Amount, as applicable), and (iv) the Transaction Expenses (identifying the Transaction Expenses to be paid at Closing and the payees thereof), (b) the calculation of the Purchase Price based on the foregoing good-faith estimates (the “Estimated Purchase Price”), in each case, prepared in accordance with the definitions set forth in this Agreement and, in the case of the Sellers’ estimate of the Closing Date Working Capital, as calculated using the same methodologies, principles, conventions, policies and procedures as were used in the preparation of the example calculation of Closing Date Working Capital set forth on Exhibit B, and (c) a schedule setting forth the allocation of the Closing Payment Amount among the Equityholders and the Equityholders’ respective Pro Rata Percentages (provided that, with respect to the Option Consideration, the Optionholders’ Pro Rata Percentages shall be determined in accordance with the Company Option Plan and any applicable Contract between the Company and any such Optionholder in effect as of immediately prior to the Closing) (such schedule, the “Payment Allocation Schedule”).
Determination of Estimated Purchase Price. (a) No later than the tenth (10th) Business Day prior to the anticipated Closing Date (i) Seller shall prepare and deliver to Buyer a written statement setting forth Seller’s best estimate of the amount of the Accrued Depletion Allowances (including reasonable supporting documentation and calculations), as determined as of the most recent available date in accordance with the illustrative calculation thereof set forth on Schedule 3.2(a)(i) (the “Closing Accrued Depletion Allowances Statement”), and (ii) representatives of Seller and Buyer shall take a physical count and inspection of the Inventory, other than the Bailment Inventory of Seller, in accordance with the Inventory inspection and testing procedures attached hereto as Schedule 3.2(a)(ii) (the “Testing Procedures”). Seller and Buyer shall cooperate reasonably in connection with the Testing Procedures.
Determination of Estimated Purchase Price. At least three (3) business days prior to the Closing Date, Seller will deliver to the Buyer a written statement (the “Estimated Closing Statement”) containing Seller’s good faith calculation of (i) the estimated Net Working Capital, as of 11:59 p.m., New York time, on the day immediately prior to the Closing Date (“Estimated Net Working Capital”), (ii) the estimated Cash of the Company and its Subsidiaries, as of 11:59 p.m., New York time, on the day immediately prior to the Closing Date (“Estimated Cash”), (iii) the estimated Indebtedness of the Company and its Subsidiaries, as of 11:59 p.m., New York time, on the day immediately prior to the Closing Date (“Estimated Indebtedness”), (iv) the estimated Due Diligence Report Expenses (“Estimated Due Diligence Report Expenses”) and (v) the estimated Seller Transaction Expenses (“Estimated Seller Transaction Expenses”). During the period after the delivery of the Estimated Closing Statement and prior to the Closing Date, the Buyer shall have an opportunity to review the Estimated Closing Statement and Seller shall cooperate with the Buyer in good faith to mutually agree upon the Estimated Closing Statement in the event the Buyer disputes any item proposed to be set forth on such statement; provided, however, that if Seller and the Buyer are not able to reach mutual agreement prior to the Closing Date, the Estimated Closing Statement provided by Seller to the Buyer, as modified to include any changes agreed to by Seller and Buyer, shall be binding for purposes of this Section 1.6.
Determination of Estimated Purchase Price. Not less than three (3) Business Days prior to the Closing Date, the Sellers shall deliver, or cause to be delivered, to the Buyer a statement (the “Estimated Closing Statement”) which sets forth in reasonable detail, in each case as of the Reference Date (a) an unaudited consolidated balance sheet of the Company Group, (b) the estimated Working Capital (the “Estimated Working Capital”), (c) the estimated amount of the Retention Payments, (d) the estimated amount of Company Transaction Expenses (the “Estimated Company Transaction Expenses”) and (e) the calculation of the Estimated Purchase Price based thereon.
Determination of Estimated Purchase Price. Prior to the Closing ----------------------------------------- Date, Seller delivered to Buyer a calculation and accompanying back-up setting forth in reasonable detail Seller's best estimate of the value of the Purchased Assets comprising the categories in Schedule 2.1(a) which Seller reasonably --------------- anticipates will be owned by Seller on the close of business on the day immediately preceding the Closing Date based on the most recently available financial information of Seller calculated in accordance with the Agreed Method and assumptions as were used in preparing Exhibit A to the Letter of Intent (the "Estimated Closing Date Valuation"). (In this regard, there shall be no changes -------------------------------- in the accounting methods consistently applied by Seller, such as (but not by way of limitation) changes in obsolescence methods, change in useful lives, changes in estimates or changes in valuation techniques or methods.) On the basis of the Estimated Closing Date Valuation, Seller and Buyer shall have estimated the purchase price to Buyer (the "Closing Date Payment"), which equals -------------------- the total of the inventory assets set forth on the Estimated Closing Date Valuation (including inventory paid for and in transit), less the negotiated reserve of $830,000, plus the Seller's net book value of the trade show booth and unused point of purchase displays on the Closing Date, plus the actual amount of the Seller deposits transferred to Buyer on the Closing Date (not including a Supershow deposit), plus $1,725,000. The parties have agreed that the Closing Date Payment is $10,317,322.
