Estimate of Purchase Price Sample Clauses

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. (b) Following receipt of the Estimated Closing Statement, Seller shall permit Purchaser and its Representatives, upon written request (which may be by electronic mail), to review Seller’s and the Acquired Companies’ working papers relating to the calculation and preparation of the Estimated Working Capital, Estimated Indebtedness, Estimated Transaction Costs, Estimated Closing Cash and Estimated Illinois Sports Betting Licenses Costs, and Seller shall make reasonably available its Representatives (if any) responsible for the preparation of the Estimated Closing Statement in order to respond to the inquiries of Purchaser and its Representatives. Prior to the Closing, the parties shall reasonably attempt to resolve any disagreements concerning the computation of any of the items included in the Estimated Closing Statement in good faith; provided, that, it is acknowledged and agreed that if any disagreements cannot be resolved, then the Closing shall not be delayed and shall occur on the basis of the Estimated Closing Statement provided by Seller, and that any unresolved disagreements shall be deferred for resolution pursuant to the post-closing purchase price adjustment process described in Section 2.4.
Sample 1
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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
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. The Purchase Price to be paid at the Closing shall be subject to adjustment prior to the Closing as specified in this Section 2.07:
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
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. 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: 1.3.1 all Debt (the “Estimated Indebtedness”), as set forth on the Estimated Closing Balance Sheet; 1.3.2 Net Working Capital (the “Estimated Net Working Capital”), calculated as set forth on Exhibit A, which contains a sample calculation of Working Capital for illustrative purposes (the “Working Capital Calculation”); and
Sample 1
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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: (a) ESTIMATED NET WORKING CAPITAL AND ESTIMATED NET DEBT. Five Business Days prior to the Closing, the Sellers shall deliver to the Purchaser (i) their estimate of Net Working Capital as of June 30, 1999 ("ESTIMATED NET WORKING CAPITAL") (the "STATEMENT OF ESTIMATED NET WORKING CAPITAL"), together with reasonable supporting financial information therefor, and (ii) their estimate of Net Debt as of June 30, 1999 ("ESTIMATED NET DEBT") (the "STATEMENT OF ESTIMATED NET DEBT"), together with reasonable supporting financial information therefor. The Sellers shall use their reasonable best efforts to ensure that all Net Debt is paid in full prior to the Closing.
Sample 1

Related to Estimate of Purchase Price

  • USE OF PURCHASE PRICE At time of settlement, funds of the purchase price may be used to pay taxes and other liens and to acquire outstanding interests, if any, of others.

  • Purchase Price; Allocation of Purchase Price (a) The purchase price for the Purchased Assets (the “Purchase Price”) is equal to $675,000,000 in cash. The Purchase Price shall be paid as provided in Section 2.07 and shall be subject to adjustment as provided in Section 2.08. Seller shall be treated as receiving a portion of the Purchase Price as agent for any of its Affiliates actually selling, transferring or conveying the Purchased Assets, consistent with the allocation of the Purchase Price pursuant to the Allocation Statement, and Buyer’s payment of the Purchase Price to Seller shall constitute payment by Buyer to any of Seller’s Affiliates actually selling, transferring or conveying the Purchased Assets hereunder. (b) Within 60 days after the Closing, Buyer shall deliver to Seller a statement (the “Allocation Statement”) allocating the Purchase Price (plus Assumed Liabilities and transaction costs, to the extent properly taken into account under Section 1060 of the Code) among the Purchased Assets in accordance with Section 1060 of the Code. If, within five Business Days after delivery of the Allocation Statement, Seller notifies Buyer in writing that Seller objects to the allocation set forth in the Allocation Statement, Buyer and Seller shall use commercially reasonable efforts to resolve such dispute within 20 days. In the event that Buyer and Seller are unable to resolve such dispute within 20 days, Buyer and Seller shall jointly retain KPMG LLP (the “Accounting Referee”) to resolve the disputed items in the manner described in Section 8.10. (c) Each of Buyer and Seller shall (i) be bound by the Allocation Statement, as may be adjusted in accordance with Section 2.06(e), (ii) act in accordance with, and cause its Affiliates to act in accordance with, the Allocation Statement in the preparation, filing and audit of any Tax Return (including filing IRS Form 8594 with its federal Income Tax Return for the taxable year that includes the Closing) and (iii) take no position, and cause its Affiliates to take no position, inconsistent with the allocation reflected on the Allocation Statement on any Tax Return, in any Contest or otherwise, unless required by a Final Determination. (d) In the event that the allocation reflected on the Allocation Statement is disputed by any Taxing Authority, the party receiving notice of the dispute shall promptly notify the other party hereto, and Buyer and Seller shall use their commercially reasonable efforts to defend such allocation in any Tax audit or similar proceeding. (e) If an adjustment is made with respect to the Purchase Price pursuant to Section 2.08, the Allocation Statement shall be adjusted in accordance with Section 1060 of the Code and as mutually agreed by Buyer and Seller. In the event that an agreement is not reached within 20 days after the determination of the Final Closing Working Capital, any disputed items shall be resolved in the manner described in Section 8.10. Buyer and Seller shall file any additional information return required to be filed pursuant to Section 1060 of the Code and to treat the Allocation Statement as adjusted in the manner described in Section 2.06(c). (f) Not later than 30 days prior to the filing of their respective Forms 8594 relating to this transaction, each party shall deliver to the other party a copy of its Form 8594.

  • Calculation of Purchase Price The bank’s ownership interest in a security will be quantified one of two ways: (i) number of shares or other units, as applicable (in the case of equity securities) or (ii) par value or notational amount, as applicable (in the case of non-equity securities). As a result, the purchase price (except where determined pursuant to clause (ii) of the preceding paragraph) shall be calculated one of two ways, depending on whether or not the security is an equity security: (i) the purchase price for an equity security shall be calculated by multiplying the number of shares or other units by the applicable market price per unit; and (ii) the purchase price for a non-equity security shall be an amount equal to the applicable market price (expressed as a decimal), multiplied by the par value for such security (based on the payment factor most recently widely available). The purchase price also shall include accrued interest as calculated below (see Calculation of Accrued Interest), except to the extent the parties may otherwise expressly agree, pursuant to clause (ii) of the preceding paragraph. If the factor used to determine the par value of any security for purposes of calculating the purchase price, is not for the period in which the Bank Closing Date occurs, then the purchase price for that security shall be subject to adjustment post-closing based on a “cancel and correct” procedure. Under this procedure, after such current factor becomes publicly available, the Receiver will recalculate the purchase price utilizing the current factor and related interest rate, and will notify the Assuming Institution of any difference and of the applicable amount due from one party to the other. Such amount will then be paid as part of the settlement process pursuant to Article VIII.

  • Adjustment of Purchase Price (a) On or before 12:00 noon, Eastern time, on the thirtieth (30th) calendar day following the Closing Date, Seller shall deliver to Purchaser the Final Closing Statement and shall make available the work papers, schedules and other supporting data used by Seller to calculate and prepare the Final Closing Statement to enable Purchaser to verify the amounts set forth in the Final Closing Statement. (b) The determination of the Adjusted Payment Amount shall be final and binding on the parties hereto on the thirtieth (30th) calendar day after receipt by Purchaser of the Final Closing Statement, unless Purchaser shall notify Seller in writing of its disagreement with any amount included therein or omitted therefrom, in which case, if the parties are unable to resolve the disputed items within ten (10) Business Days of the receipt by Seller of notice of such disagreement, such items in dispute (and only such items) shall be determined by a nationally recognized independent accounting firm selected by mutual agreement between Seller and Purchaser, and such determination shall be final and binding. Such accounting firm shall be instructed to resolve the disputed items within ten (10) Business Days of engagement, to the extent reasonably practicable. The fees of any such accounting firm shall be divided equally between Seller and Purchaser. (c) On or before 12:00 noon, Eastern time, on the fifth (5th) Business Day after the Adjusted Payment Amount shall have become final and binding or, in the case of a dispute, the date of the resolution of the dispute pursuant to Section 3.3(b), if the Adjusted Payment Amount exceeds the Estimated Payment Amount, Seller shall pay to Purchaser an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate or, if the Estimated Payment Amount exceeds the Adjusted Payment Amount, Purchaser shall pay to Seller an amount in U.S. dollars equal to the amount of such excess, plus interest on such excess amount from the Closing Date to but excluding the payment date, at the Federal Funds Rate. Any payments required by Section 3.4 shall be made contemporaneously with the foregoing payment.

  • 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) Within 90 days following the Closing, the Buyer shall prepare and deliver, or cause to be prepared and delivered, to the Seller a statement (the “Closing Schedule”) setting forth: (i) the Buyer’s determination of the actual amounts of (A) the Adjustment Amount, including the Final Adjustment Amount Overage or the Final Adjustment Amount Underage (the “Final Adjustment Amount”), and (B) the Seller Indebtedness Amount, in each case as of 12:01 a.m. Eastern Time on the Closing Date without taking into account any of the transactions to be completed on the Closing Date in accordance with the terms of this Agreement; (ii) a calculation of any adjustments to the Closing Payment based on such calculations (the adjusted Closing Payment as a result of such calculation being the “Final Closing Payment”); and (iii) a calculation of the accounts receivable contained in the Preliminary Adjustment Amount that were not collected by Buyer within the thirty (30) days immediately following the Closing and the accounts receivable existing at the Closing but not taken into account in calculating the Adjustment Amount (the “Excluded AR”). (b) Within fifteen (15) days after delivery of the Closing Schedule, the Seller may deliver a notice to Buyer either: (i) concurring with the Closing Schedule (a “Notice of Concurrence”); or (ii) disagreeing therewith (a “Notice of Disagreement”). If the Seller delivers a Notice of Disagreement, then it shall be accompanied by the Seller’s proposed revisions to the Closing Schedule. If the Seller fails to deliver any notice within such 15-day period, the Seller shall be deemed to have delivered a Notice of Concurrence. (c) If a Notice of Concurrence is delivered or deemed delivered, and if the Final Closing Payment is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. If a Notice of Concurrence is delivered or deemed delivered, and the Final Closing Payment is greater than the Closing Payment, Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of the delivery of the Notice of Concurrence. (d) If a Notice of Disagreement is delivered, then the Seller and the Buyer shall, during the 15-day period following such delivery (the “Negotiation Period”), use commercially reasonable efforts to agree on the Final Adjustment Amount. If, during such period, the Seller and the Buyer are unable to reach agreement, they promptly shall engage a nationally recognized certified public accounting firm reasonably acceptable to each such party (the “Independent Auditor”) to resolve the disagreement, and any such resolution shall be final, conclusive and binding upon the parties hereto, absent fraud or manifest error. To the extent the Final Closing Payment as determined by the Independent Auditor is less than the Closing Payment, the Buyer shall be entitled to payment out of the Royalty Consideration in the full amount of such shortfall. To the extent the Final Closing Payment as determined by the Independent Auditor is more than the Closing Payment, the Buyer shall pay to the Seller the full amount of such excess (with such payment being in shares of Buyer Common Stock priced at $1.50 per share) within thirty (30) days of such resolution. (e) Each of the Seller and the Buyer shall pay fifty percent (50%) of the fees and expenses of the Independent Auditor.

  • Balance of Purchase Price The balance of the Purchase Price shall be paid in cash or by certified funds at the Closing (as defined below).

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

  • Allocation of Purchase Price (i) The sum of the Purchase Price and the amount of the Assumed Liabilities (to the extent properly taken into account under the Code) shall be allocated among Sellers and (ii) the amount allocated to the Acquired Assets sold by each such Seller shall be further allocated among such Acquired Assets in accordance with Section 1060 of the Code and the Treasury Regulations promulgated thereunder (the “Allocation”). The Allocation shall be delivered by Buyer to Sellers within one hundred and twenty (120) days after the Closing. Sellers’ Representative, on behalf of Sellers, will have the right to raise reasonable objections to the Allocation within thirty (30) days after Buyer’s delivery thereof, in which event Buyer and Sellers’ Representative will negotiate in good faith to resolve such dispute. If Buyer and Sellers’ Representative cannot resolve such dispute within fifteen (15) Business Days after Sellers’ Representative notify Buyer of such objections, such dispute with respect to the Allocation shall be resolved promptly by the Neutral Accountant, the costs of which shall be shared in equal amounts by Buyer, on the one hand, and Sellers, on the other hand. The decision of the Neutral Accountant in respect of the Allocation shall be final and binding upon Buyer and Sellers. Buyer and Sellers shall file all Tax Returns (including, but not limited to, Internal Revenue Service Form 8594) consistent with the Allocation absent a change in Law; provided, however, that nothing contained herein shall prevent Buyer or any Seller from settling any proposed deficiency or adjustment by any Tax Authority based upon or arising out of the Allocation, and neither Buyer nor any Seller shall be required to litigate before any court any proposed deficiency or adjustment by any Tax Authority challenging such Allocation. Buyer and any applicable Seller shall promptly notify and provide the other with reasonable assistance in the event of an examination, audit, or other proceeding relating to Taxes regarding the Allocation of the Purchase Price and the amount of the Assumed Liabilities pursuant to this Section 3.4. Notwithstanding any other provisions of this Agreement, the foregoing agreement shall survive the Closing Date without limitation.

  • PURCHASE PRICE & TERMS The Buyer agrees to purchase the Property by payment of US Dollars ($ ) as follows: (check one) ☐ - All Cash Offer. No loan or financing of any kind is required in order to purchase the Property. Buyer shall provide Seller written third (3rd) party documentation verifying sufficient funds to close no later than , 20 , at : ☐ AM ☐ PM. Seller shall have three (3) business days after the receipt of such documentation to notify Buyer, in writing, if the verification of funds is not acceptable. If Buyer fails to provide such documentation, or if Seller finds such verification of funds is not acceptable, Seller may terminate this Agreement. Failure of Seller to provide Buyer written notice of objection to such verification shall be considered acceptance of verification of funds.

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