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. Schedule 1.4 sets forth Seller’s good faith estimate of Net Working Capital (the “Estimated Net Working Capital”). At the Closing:
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. At least ten (10) Business Days prior to the Closing, on behalf of the Sellers, the Sellers' Representative shall prepare and deliver, or cause to be prepared and delivered, to the Buyer, a certificate of the chief financial officer of Xxxx that contains her good faith estimate of the (i) consolidated balance sheet of the Acquired Companies as of midnight, New York City Time on the day immediately preceding the Closing Date and (ii) a computation of the consolidated Net Working Capital of the Acquired Companies as of midnight, New York City Time on the day immediately preceding the Closing Date (the "ESTIMATED NET WORKING CAPITAL"), prepared in accordance with GAAP and the principles set forth in EXHIBIT B, which computation shall include the separate line items listed on SCHEDULE 2.2 comprising the Estimated Net Working Capital. If the Estimated Net Working Capital is less than the Required Working Capital (such deficiency, the "ESTIMATED DEFICIT"), then the Closing Date Payment payable to the Sellers' Representative at the Closing pursuant to SECTION 2.1 shall be reduced by the amount of such Estimated Deficit. If the Estimated Net Working Capital is greater than the Required Working Capital (such excess, the "ESTIMATED SURPLUS"), then the Closing Date Payment payable to the Sellers' Representative at the Closing pursuant to SECTION 2.1 shall be increased by the amount of such Estimated Surplus. Two days prior to the Closing, on behalf of the Sellers, the Sellers' Representative shall prepare and deliver, or cause to be prepared and delivered, to the Buyer, a certificate of the chief financial officer of Xxxx that contains her good faith estimate of (x) the Cash on Hand as of the close of business on the Closing Date (without giving effect to the transactions contemplated hereby) (the "ESTIMATED CASH ON HAND") and (y) the Closing Indebtedness as of the close of business on the Closing Date (without giving effect to the transactions contemplated hereby) (the "ESTIMATED CLOSING INDEBTEDNESS").
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. In the event that the Estimated Working Capital
Estimated Adjustment. ..3 Section 1.3 Base Purchase Price; Transactions to be Effected at the Closing .........3 Section 1.4 Closing .........................................................................................................6 Section 1.5 Calculations ................................................................................................6 Section 1.6
Estimated Adjustment. If the Estimated Working Capital is less than $1,532,078.35 (the “Working Capital Target”), the Base Cash Consideration shall be reduced by an amount equal to the difference between the Working Capital Target and the Estimated Working Capital. If the Estimated Working Capital is greater than the Working Capital Target, the Base Cash Consideration shall be increased by an amount equal to the difference between the Working Capital Target and the Estimated Working Capital. The Base Cash Consideration as reduced or increased, as the case may be, pursuant to this Section 2.01(b) shall be referred to herein as the “Estimated Closing Cash Amount”.
Estimated Adjustment. 13 4.3. Post-Closing Adjustment.......................................................13 4.4. Adjustments to Closing Payments...............................................15 4.5.
