Estimated Adjustment. At least ten (10) Business Days prior to the Closing Date, Sellers in consultation with Purchaser shall conduct an inventory survey, which may be observed by Purchaser, and prepare and deliver to Purchaser an estimated closing statement certified to be a good faith estimate by a duly authorized officer of GenWest (the "Estimated Closing Statement"). The Estimated Closing Statement shall set forth in reasonable detail: (i) Sellers' best estimate of the Stores and Inventory Amount (the "Estimated Stores and Inventory Amount"), which statement shall include a description, part number, quantity on hand, average unit cost (adjusted for remaining useable life, if used) and extended value (quantity times average unit cost) with respect to each class of inventory, including the assumptions and calculations used by Sellers in such estimate, (ii) Sellers' best estimate of the Post-September Capital Expenditures Amount, including the assumptions and calculations used by Sellers in such estimate (the "Estimated Post-September Capital Expenditures Amount"), (iii) Sellers' best estimate of the Post-April RRSU Payment Amount, including the assumptions and calculations used by Sellers in such estimate (the "Estimated Post-April RRSU Payment Amount"), and (iv) Sellers' best estimate of the Hot Gas Path Parts Expenditures Amount, including the assumptions and calculations used by Sellers in such estimate (the "Estimated Hot Gas Path Parts Expenditures Amount", together with the Estimated Stores and Inventory Amount, the Estimated Post-September Capital Expenditures Amount, and the Estimated Post-April RRSU Payment Amount, the "Estimated Adjustment"). Within five (5) Business Days following the delivery of the Estimated Closing Statement by Sellers to Purchaser, Purchaser may object in good faith to the Estimated Adjustment in writing. If Purchaser objects to the Estimated Adjustment, the Parties shall attempt to resolve their differences by negotiation. If the Parties are unable to do so within two (2) Business Days prior to the Closing Date (or if Purchaser does not object to the Estimated Adjustment), the amount of the Estimated Adjustment not in dispute shall be included in the Estimated Purchase Price. The disputed portion shall be paid as a post-Closing adjustment to the extent required by Section 2.2.4.
Estimated Adjustment. As the adjustment contemplated by Section 2.2, the Base Merger Consideration will be decreased by the amount, if any, by which the Estimated Closing Working Capital falls short of the $**** amount shown as the consolidated working capital of the BioD Companies in the June 30, 2016 Financial Statements (any such shortfall, the “Estimated Adjustment”). The Base Merger Consideration, as determined for purposes of the Closing after the adjustment set forth in this Section 2.8(a)(ii), is referred to herein as the “Closing Payment.”
Estimated Adjustment. Schedule 1.4 sets forth Seller’s good faith estimate of Net Working Capital (the “Estimated Net Working Capital”). At the Closing:
(i) If the (A) Estimated Net Working Capital is less than (B) the Net Working Capital Target, the amount due to Seller under Section 1.3(c) shall be reduced by such difference; or
(ii) If the (A) Estimated Net Working Capital is greater than (B) the Net Working Capital Target, the amount due to Seller under Section 1.3(c) shall be increased by such difference.
Estimated Adjustment. Seven (7) days prior to the Closing Date, the Sellers shall in good faith provide to the Buyer: (i) their best estimate of the Indebtedness as of the last day of the second calendar month prior to the Closing Date (the "ESTIMATED INDEBTEDNESS"); and (ii) their best estimate of the Cash Balance as of the last day of the second calendar month prior to the Closing Date (the "ESTIMATED CASH BALANCE"). For example, if the Closing Date is 2 January 2007, the estimates above shall be made as of 30 November 2006. A trial estimate of the Cash Adjustment and of the Indebtedness Adjustment, as of 30 June 2006, shall be provided by the Controlling Shareholder to the Buyer, within two (2) weeks of the date hereof. Each of these estimates shall be made on a consolidated basis for all entities in the Target Group, eliminating any inter-company receivables or payables. The Controlling Shareholder shall advise the Buyer by notice in advance of any event or circumstance likely to increase or decrease by more than EUR 1,000,000 (one million euros) the total of the Cash Adjustment and the Indebtedness Adjustment that is not in the ordinary course of business and that occurs during the calendar month immediately prior to the Closing Date, and the Estimated Indebtedness and the Estimated Cash Balance shall be adjusted in good faith in order to ensure that the Estimated Cash Balance and the Estimated Indebtedness reflect the Parties' best estimate of the Cash Adjustment and the Indebtedness Adjustment. Based upon the above estimates, the Parties shall (x) adjust downwards the Purchase Price by the amount of the Estimated Indebtedness and (y) adjust upwards the Purchase Price by the amount of the Estimated Cash Balance (if the amount is positive) or adjust the Purchase Price downwards (if the amount is negative) so as to determine the estimated amount of the Purchase Price, which estimated amount will be payable by the Buyer on the Closing Date.
Estimated Adjustment. On the Closing Date, Seller shall deliver -------------------- to Buyer a statement (the "Estimated Closing Statement") prepared in accordance --------------------------- with GAAP setting forth a calculation of Seller's good faith estimate of the Closing NAV (the "Estimated Closing NAV"). If the Estimated Closing NAV as set --------------------- forth on the Estimated Closing Statement is in excess of the Base NAV, the Purchase Price payable at the Closing shall be increased by an amount equal to 51% of such excess. If the Estimated Closing NAV as set forth on the Estimated Closing Statement is less than the Base NAV, then the Purchase Price payable at the Closing shall be decreased by an amount equal to 51% of such deficiency.
Estimated Adjustment. On the Closing Date, Seller shall deliver to -------------------- Buyer a statement (the "Estimated Closing Statement") prepared in ----------------------------- accordance with GAAP setting forth a calculation of Seller's good faith estimate of the Closing NAV (the "Estimated Closing NAV"). If the ----------------------- Estimated Closing NAV as set forth on the Estimated Closing Statement is in excess of the Base NAV, the Company shall make the NAV Payment to Jefferson at Closing. If the Estimated Closing NAV as set forth on the Estimated Closing Statement is less than the Base NAV, then the Company shall make the NAV Payment to Buyer at Closing.
Estimated Adjustment. At least 3 Business Days before the Closing Date, Seller shall prepare and deliver to Buyer a statement setting forth its good faith estimate of Net Working Capital (the “Estimated Net Working Capital”). Buyer and its accountants will be given reasonable access upon reasonable notice to Seller’s relevant books, records, workpapers and personnel during business hours for the purpose of verifying Estimated Net Working Capital, and such amount shall be adjusted in response to any reasonable comments of Buyer provided prior to the Closing. At the Closing:
(i) If the (A) Estimated Net Working Capital is less than (B) the Net Working Capital Target, the amount due under Section 2.4(c) shall be reduced by such difference; or
(ii) If the (A) Estimated Net Working Capital is greater than (B) the Net Working Capital Target, the amount due under Section 2.4(c) shall be increased by such difference.
Estimated Adjustment. 13 4.3. Post-Closing Adjustment.......................................................13 4.4. Adjustments to Closing Payments...............................................15 4.5.
Estimated Adjustment. Not less than two Business Days prior to the Closing Date, Seller will cause Xxxxxxx, Olefsky & Company, certified public accountants, to prepare a good faith estimate of the Closing Net Worth (the "ESTIMATED CLOSING NET WORTH") determined in accordance with Section 4.3, as if it were the actual Closing Net Worth, but based upon Xxxxxxx, Olefsky & Company's review of the monthly financial information then available and inquiries of personnel responsible for the preparation of the financial information relating to the Company in the Ordinary Course of Business. The Aggregate Closing Consideration will be adjusted by the amount equal to the difference, if any, between the Estimated Closing Net Worth and the Base Net Worth and as otherwise adjusted in accordance with the methodology set forth in EXHIBIT E (as so adjusted, the "ESTIMATED ADJUSTMENT").
Estimated Adjustment. Four business days before the date of the scheduled Closing hereunder, Sellers will cause the Company to deliver to Buyer an estimated balance sheet (the "Estimated Balance Sheet") reflecting the Company's best estimate of the Closing Net Worth (as defined in Section 1.05 below) prepared in accordance with generally accepted accounting principles ("GAAP") which shall be applied consistently with those used to prepare the Company's November 1, 1997 balance sheet (the "Estimated Net Worth"). Buyer and its advisors shall be permitted access to the Company's books, records and work papers to review such estimated balance sheet prior to the Closing and if Buyer disputes any items in such estimated balance sheet it will be changed in such manner as the parties shall mutually agree at or before Closing. If (after any such agreed changes) the Estimated Net Worth is equal to $1,032,000, then the Estimated Adjustment will equal zero. If the Estimated Net Worth is greater than $1,032,000, then the Estimated Adjustment will be a positive amount equal to the amount by which the Estimated Net Worth exceeds $1,032,000. If the Estimated Net Worth is less than $1,032,000, then the Estimated Adjustment will be a negative amount equal to the amount by which the Estimated Net Worth is less than $1,032,000.
