Determination of Estimated Purchase Price. Attached hereto as Exhibit A is an estimated combined balance sheet of the Acquired Companies as of the Closing Date prepared by the Sellers’ Representative (the “Estimated Closing Balance Sheet”), together with a written statement prepared by the Sellers’ Representative (the “Estimated Closing Statement”) which sets forth the Sellers’ Representative’s good faith estimate of the following: (a) Closing Cash, (b) Closing Indebtedness, (c) Closing Working Capital and the Working Capital Surplus or Working Capital Deficiency, as the case may be, (d) Transaction Expenses, including the Persons to which such Transaction Expenses are owed and the amounts owed to each, and (e) the Purchase Price, calculated as provided in Section 1.02 as if the Sellers’ Representative’s estimates of Closing Cash, Closing Indebtedness, Closing Working Capital, the Working Capital Surplus or Working Capital Deficiency (as the case may be) and Transaction Expenses set forth in the Estimated Closing Statement were the actual amounts thereof (the “Estimated Purchase Price”). The Sellers’ Representative has prepared the Estimated Closing Balance Sheet, the Estimated Closing Statement and the Sellers’ Representative’s estimate of Closing Working Capital with good faith effort to be in accordance with (i) the Agreed Accounting Principles applied using the same accounting methods, practices, principles, policies and procedures (with consistent classifications, judgments and valuation and estimation methodologies) that were used in the preparation of the Balance Sheet, as if such Estimated Closing Balance Sheet and Estimated Closing Statement were being prepared and audited as of a fiscal year end, and (ii) the applicable definitions set forth in and other applicable provisions of this Agreement. The Sellers’ Representative’s calculations of the items on the Estimated Closing Statement do not take into account the transactions contemplated by this Agreement or any purchase price accounting or other similar adjustment resulting from the consummation of the transactions contemplated by this Agreement.
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. 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.
Determination of Estimated Purchase Price. The Purchase Price will be determined by Green Tree on a preliminary basis (the "Estimated Purchase Price") as of the date of the Preliminary Closing Statement of Assets and Liabilities and delivered, together with the Preliminary Closing Statement of Assets and Liabilities, to the Buyer, not less than five business days prior to the Closing. Green Tree will make appropriate personnel available to consult with
Determination of Estimated Purchase Price. At least two business days prior to the Closing Date, Parent shall cause to be prepared and delivered to Purchaser a statement (the "Preliminary Statement") setting forth the estimated calculations of Net Working Capital of the Businesses (the "Estimated Net Working Capital") as of 11:59 p.m. on the Closing Date. "Net Working Capital" shall mean (a) current assets of the Businesses less (b) current liabilities of the Businesses, all as determined in accordance with generally accepted accounting principles in the United States ("GAAP") as applied on a basis consistent with the preparation of the Reference Balance Sheet dated September 30, 2002 and the methodology used to determine the Target Net Working Capital as set forth in Section 1.11 of Sellers Disclosure Schedule.
Determination of Estimated Purchase Price. At least five (5) calendar days prior to the Closing, Seller shall deliver to Buyer a written calculation (the “Price Calculation”) substantially in the form attached hereto as Schedule 3.2 setting forth in reasonable detail Seller’s estimate of the Purchase Price (the “Estimated Purchase Price”), including the estimated Closing Date Working Capital (the “Estimated Closing Date Working Capital”) and the components thereof. The Price Calculation shall be prepared in good faith by Seller.
