Estimate of Purchase Price Sample Clauses

Estimate of Purchase Price. No later than five (5) days prior to the Closing Date, Seller shall prepare and deliver to Buyer an estimate of the adjustments to the Purchase Price to be made pursuant to Section 1.3. Such estimate shall be accompanied by a worksheet setting forth in reasonable detail each of the adjustments required by Section 1.3
Sample 1Sample 2
AutoNDA by SimpleDocs
Estimate of Purchase Price. The Purchase Price to be paid at the Closing shall be subject to adjustment prior to the Closing as specified in this Section 2.06:
Sample 1
Estimate of Purchase Price. At least three (3) Business Days prior to the Closing Date, the Sellers shall deliver to Buyer a balance sheet of the Company prepared by the Company and the Sellers that reflects the Company’s and the Sellers’ good faith reasonable estimate of the Company’s balance sheet as of the Effective Closing Date (the “Estimated Closing Balance Sheet”) and a certificate (substantially in the form attached hereto as Exhibit B) executed by the chief financial officer of the Company (the “Closing Certificate”) setting forth:
Sample 1
Estimate of Purchase Price. (a) On or prior to the third (3rd) Business Day prior to the Closing Date, Seller shall prepare and deliver a statement to Purchaser (the “Estimated Closing Statement”), stating Seller’s reasonable, good faith estimate of: (i) the Working Capital (the “Estimated Working Capital”), (ii) all Indebtedness of the Acquired Companies as of immediately prior to the Closing (the “Estimated Indebtedness”), (iii) all Transaction Costs (the “Estimated Transaction Costs”), (iv) the Closing Cash (the “Estimated Closing Cash”), (v) the Illinois Sports Betting Licenses Costs (the “Estimated Illinois Sports Betting Licenses Costs”), and, based thereon (vi) the Estimated Purchase Price, along with reasonably detailed calculations of each of the foregoing, and reasonable backup documentation regarding the calculation of such amounts. The Estimated Closing Statement (and the components thereof) shall be prepared and calculated in accordance with GAAP.
Sample 1
Estimate of Purchase Price. At least ten (10) Business Days prior to the Closing Date, Sellers shall prepare in accordance with GAAP and deliver to Buyer Sellers’ good faith reasonable estimate of the Company’s consolidated balance sheet as of the Closing Date (the “Estimated Closing Balance Sheet”) and a statement (the “Closing Statement”), setting forth each of the following:
Sample 1
Estimate of Purchase Price. The Seller has prepared on an accrual basis in accordance with GAAP and on the date hereof delivered to Buyer the Seller’s good faith reasonable estimate of the balance sheet of the Seller with respect to the Purchased Assets and Purchased Shares, as of 12:01 AM on the Closing Balance Sheet Date (the “Estimated Closing Balance Sheet”) and a certificate (substantially in the form of Exhibit B) executed by the President of the Seller (the “Closing Certificate”) which sets forth, based upon the Estimated Closing Balance Sheet, the Seller’s good faith reasonable estimate of Net Working Capital (the “Estimated Net Working Capital”) with respect to the Purchased Assets and Purchased Shares as of 12:01 AM on the Closing Balance Sheet Date. Following receipt of the Closing Certificate, the Seller and Seller Owner shall permit Buyer and its Representatives at all reasonable times and upon reasonable notice to review the Seller’s, and its accountants’ work papers relating to the Estimated Closing Balance Sheet and the Closing Certificate, as well as their respective accounting books and records relating to the determination of the Estimated Closing Balance Sheet and the Closing Certificate, and the Seller and the Seller Owner shall make reasonably available their Representatives responsible for the preparation of the Estimated Closing Balance Sheet and the Closing Certificate in order to respond to the inquiries of Buyer.
Sample 1
Estimate of Purchase Price. At least five (5) Business Days prior to the Closing Date, the Sellers shall prepare in accordance with Precision GAAP and deliver to Buyer the Sellers’ good faith reasonable estimate of the Companies’ consolidated balance sheet as of the Effective Date (the “Estimated Closing Balance Sheet”) and a certificate (substantially in the form of Exhibit A) executed by both the chief executive officer and vice president of finance of each Company (the “Closing Certificate”) setting forth Sellers’ estimate of each of the following as set forth on the Estimated Closing Balance Sheet:
Sample 1
AutoNDA by SimpleDocs
Estimate of Purchase Price. No later than two business days prior to the Closing Date, Seller shall cause Deloitte & Touche, LLP to prepare and deliver to Purchaser, based on the Company's books and records maintained in accordance with past practices, an estimate of what each component of the Purchase Price described in Section 2.2(a) will be on the Closing Date and based thereon an estimate of the Purchase Price (the "PRELIMINARY PURCHASE PRICE").
Sample 1
Estimate of Purchase Price. Attached as Schedule 2.03 is an estimate of the Purchase Price, as adjusted pursuant to Section 8.01 (the "Preliminary Purchase Price"), setting forth in reasonable detail Seller's calculations used to determine the Preliminary Purchase Price.
Sample 1

Related to Estimate of Purchase Price

  • Purchase Price; Consideration Purchaser shall, on the date hereof (the “Closing Date”), issue to Seller a promissory note, substantially in the form attached hereto as Exhibit B, in the sum of Fifteen Thousand Dollars ($15,000) (the “Promissory Note”) as the consideration for the Ownership Interests.

  • Purchase Price; Allocation of Purchase Price (a) Subject to the terms and conditions of this Agreement, the purchase price for the Interests and the Purchased Assets (other than the Specified OUS Assets) (such amount, the “Purchase Price”) is payable as follows:

  • Calculation of Purchase Price The “Purchase Price” to be paid to each Originator in accordance with the terms of Article III for the Receivables and the Related Rights that are purchased hereunder from such Originator shall be determined in accordance with the following formula: PP = OB x FMVD where: PP = Purchase Price for each Receivable as calculated on the relevant Payment Date. OB = The Outstanding Balance of such Receivable on the relevant Payment Date. FMVD = Fair Market Value Discount, as measured on such Payment Date, which is equal to the quotient (expressed as percentage) of (a) one, divided by (b) the sum of (i) one, plus (ii) the product of (A) the Prime Rate on such Payment Date, times (B) a fraction, the numerator of which is the Days’ Sales Outstanding (calculated as of the last day of the Fiscal Month immediately preceding such Payment Date) and the denominator of which is 365 or 366, as applicable.

  • Purchase Price; Payment of Purchase Price In addition to the Assumed Liabilities described below, the aggregate consideration for the Subject Assets (the “Purchase Price”) shall be the amount equal to: $2,000,000. The Purchase Price shall be subject to adjustment as set forth in Section 1.7 below as so adjusted.

  • Adjustment of Purchase Price NUMBER AND KIND OF SHARES OR NUMBER OF RIGHTS. The Purchase Price, the number and kind of shares covered by each Right and the number of Rights outstanding are subject to adjustment from time to time as provided in this Section 11.

  • Share Purchase Price The aggregate purchase price for the Purchased Shares (the "Share Purchase Price") will consist of the payment of an amount of cash, equal to $30.10 per Purchased Share, as set forth on Schedule I.

  • Delivery of Purchase Price The Purchase Price for the Securities shall have been delivered to the Company on the Closing Date.

  • Purchase Price Adjustment (a) Not later than five Business Days prior to the Closing Date, the Contributor Parties shall prepare in good faith and deliver to Acquiror a preliminary settlement statement (the “Estimated Adjustment Statement”) setting forth (i) an estimated combined balance sheet of the Compression Group Entities as of the Closing Date, which balance sheet will be prepared in accordance with GAAP, applied consistently with the Contributor Parties’ past practices (including its preparation of the Unaudited Financial Statements) (the “Estimated Closing Date Balance Sheet”) based on the most recent financial information of the Compression Group Entities reasonably available to the Contributor Parties and the Contributor Parties’ reasonable estimates with respect to the assets, liabilities and members’ equity of the Compression Group Entities as of the Closing Date, (ii) a calculation of the difference, if any, between the Net Working Capital shown on the Estimated Closing Date Balance Sheet (the “Estimated Net Working Capital”) and the Net Working Capital Threshold, (iii) a calculation of the Debt shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Debt”), (iv) a calculation of the Cash shown on the Estimated Closing Date Balance Sheet (the “Estimated Closing Date Cash Amount”) and (v) a calculation of the estimated Purchase Price Adjustment Amount. Acquiror shall have the right, following Acquiror’s receipt of the Estimated Adjustment Statement, to object thereto by delivering written notice to ETP, on behalf of the Contributor Parties, no later than two Business Days before the Closing Date. To the extent Acquiror timely objects to the Estimated Adjustment Statement (or any component thereof), Acquiror and ETP, on behalf of the Contributor Parties, shall enter into good faith negotiations and attempt to resolve any such objection; provided, however, that if Acquiror and ETP, on behalf of the Contributor Parties, are unable to resolve such objection prior to the Closing Date, then the Contributor Parties’ calculations as reflected in the Estimated Adjustment Statement shall control solely for purposes of the payments to be made at Closing. To the extent Acquiror and ETP, on behalf of the Contributor Parties, resolve any such objection prior to the Closing, then the Parties shall jointly agree on a revised Estimated Adjustment Statement that shall control solely for purposes of the payments to be made at the Closing. The estimated Purchase Price Adjustment Amount that controls for purposes of the payments to be made at the Closing is referred to herein as the “Estimated Purchase Price Adjustment Amount.”

  • Balance of Purchase Price The balance of the Purchase Price, less any apportionments set forth in Section 7 hereof, shall be paid in full by Buyer at the Closing by wire transfer of immediately available federal funds, as Seller shall direct.

  • Payment of Purchase Price The Purchase Price shall be paid as follows:

Time is Money Join Law Insider Premium to draft better contracts faster.