Estimated Adjustment Amount. (a) On or before the fifth business day preceding the Closing Date, Sellers shall provide Buyers, in writing, their estimate of the Net Asset Value of Xxxxxx Industries as of the Closing Date, for purposes of estimating the Adjustment Amount (the "Estimated Adjustment Amount") together with the balance sheet and income statement of Xxxxxx Industries for the then most-recently completed calendar month and such other information in support of such estimated Net Asset Value. Buyers shall notify Sellers in writing within three business days of its receipt of such estimate as to whether or not Buyers agree with Sellers' estimate and if Buyers disagree with such estimate, the parties will negotiate in good faith in an effort to agree upon an estimated Net Asset Value. If the parties can agree upon an estimated Net Asset Value, then the Adjustment Amount shall be calculated based upon such estimated Net Asset Value and the amount thus calculated shall be and constitute the Estimated Adjustment Amount for purposes of Section 2.2(a)(i). If the parties are unable to agree as to an estimated Net Asset Value, then, for purposes of this agreement, the Sellers' estimate shall be used to determine the Estimated Adjustment Amount. As soon as practicable, but in any event within thirty (30) days after the Closing Date, Sellers shall prepare and deliver to Buyers the Closing Balance Sheet, which Closing Balance Sheet shall be prepared in the same manner as the balance sheet included in the Fiscal 1998 Financial Statements and in accordance with GAAP, but without an audit report or footnotes. Inventory shall be valued in accordance with the foregoing and based upon a joint physical inventory taken on the Closing Date by Buyers, Sellers, and their respective accountants. To the extent that the Adjustment Amount derived from the Net Asset Value shown on the Closing Balance Sheet is more or less than the Estimated Adjustment Amount, Buyers shall pay to Sellers or Sellers shall pay to Buyers, as the case may be, the amount of such difference on a dollar-for-dollar basis and the Purchase Price shall be deemed to be increased or decreased, as the case may be, accordingly. Any amount due under this Section 2.8(a) shall be due within five (5) business days of the completion of the Closing Balance Sheet and the resolution of any disputes with respect thereto pursuant to Section 2.8(b). Interest shall accrue from the Closing Date on the payment amount due at the rate charged by Mercan...
Estimated Adjustment Amount. No later than two Business Days prior to the Closing Date, Weyerhaeuser shall prepare and deliver to Parent a statement setting forth Weyerhaeuser’s good faith estimate of the Adjustment Amount (such estimate, the “Estimated Adjustment Amount”). If the Estimated Adjustment Amount is a positive amount, Parent shall, at the Closing, pay to WNR the Estimated Adjustment Amount. If the Estimated Adjustment Amount is a negative amount, Weyerhaeuser shall cause WNR to, at the Closing, pay to Parent the absolute value of the Estimated Adjustment Amount.
Estimated Adjustment Amount. At least three (3) Business Days, but no more than five (5) Business Days, prior to the Closing Date, the Company shall deliver to Purchaser (i) payoff letters in respect of all Funded Indebtedness of the Company that is unpaid as of the Closing, and (ii) a certificate signed by an authorized officer of the Company, certifying as to the Company’s good faith estimate of (A) the aggregate amount of Cash of the Company as of the Adjustment Calculation Time, (B) Net Working Capital, (C) the Transaction Expenses of the Stockholder or any of its Affiliates that are unpaid as of the Closing, and (D) the Adjustment Amount (the “Estimated Adjustment Amount”), including in each case reasonable detail with supporting documentation. If the Estimated Adjustment Amount is a negative number, the Closing Payment shall be decreased by the Estimated Adjustment Amount; if the Estimated Adjustment Amount is a positive number, the Closing Payment shall be increased by the Estimated Adjustment Amount.
Estimated Adjustment Amount. Parent has prepared in good faith and delivered to Purchaser a statement (the “Estimated Statement”) setting forth the (A) the Estimated Cash and Cash Equivalents, (B) the Estimated Closing Indebtedness, (C) the Estimated Net Working Capital Amount, and (D) the Estimated Net Working Capital Deficit, if any, or the Estimated Net Working Capital Surplus, if any. The Estimated Statement has been prepared in accordance with the principles set forth in Schedule 2.5 of the Parent Disclosure Schedules (the “Agreed Principles”) and the definitions of the terms Cash and Cash Equivalents, Closing Indebtedness and Net Working Capital.
Estimated Adjustment Amount. (a) Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Estimated Adjustment Amount Statement”) setting forth in reasonable detail in each case as of the Closing Date (1) the Company’s good faith estimated Net Working Capital Shortfall (the “Estimated Net Working Capital Shortfall”) and the calculation thereof, (2) the Company’s good faith estimated Net Cash Balance (the “Estimated Net Cash Balance”) and the calculation thereof, (3) the Company’s good faith estimated Adjustment Amount (the “Estimated Adjustment Amount”) and the calculation thereof, each in a form reasonably acceptable to Purchaser. The Estimated Adjustment Amount Statement shall (i) with respect to the Net Cash Balance calculation and the Net Working Capital Shortfall calculation, be prepared in accordance with U.S. GAAP applied on a basis consistent with the preparation of the Financial Statements and (ii) be certified by a financial officer of the Company.
(b) For purposes of the calculation of the Estimated Net Working Capital Shortfall, the Estimated Net Cash Balance, the Net Working Capital Shortfall and the Net Cash Balance, such amounts shall be calculated in U.S. dollars and if any underlying amounts to be used in these calculations are expressed in other currencies, such underlying amounts will be converted into U.S. dollars at the exchange rate specified in The Wall Street Journal, Eastern Edition, on the close of business in New York, New York on the day immediately prior to the date of the Estimated Adjustment Amount Statement.
Estimated Adjustment Amount. (a) Within ten Business Days prior to the Closing Date, and in no event less than five Business Days prior to the Closing Date, Keystone shall deliver to the Acquiror a certificate signed by the Chief Financial Officer of Keystone attaching a statement setting forth (i) the Transaction Tax Benefit Amount and (ii) its reasonable, good faith estimate of the Net Working Capital as of the Closing Date (the "Estimated Closing Date Net Working Capital") in substantially the form of the Statement of Net Working Capital, each of which shall be reasonably acceptable to Acquiror. The Estimated Closing Date Net Working Capital shall be determined in accordance with GAAP using the same accounting methods, policies, practices and procedures, with consistent classifications, judgments and estimation methodology, as were used in preparation of the Interim Balance Sheet, and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby other than as set forth in the footnotes on Exhibit D attached hereto.
(b) The "Estimated Adjustment Amount," which may be positive or negative, means (i) the sum of (x) the Estimated Closing Date Net Working Capital plus (y) the Transaction Tax Benefit Amount, minus (ii) the amount of the Target Working Capital. For purposes of the Closing (and the payments to be made pursuant to Section 2.5 at the Closing), if the Estimated Adjustment Amount is a positive number, then the Aggregate Enterprise Value will be increased by the Estimated Adjustment Amount, or if the Estimated Adjustment Amount is a negative number, the Aggregate Enterprise Value will be decreased by the absolute value of the Estimated Adjustment Amount.
Estimated Adjustment Amount. Seller shall deliver to Buyer, not less than three business days prior to the Closing Date, a certificate, signed by Parent’s chief financial officer (or the principal financial officer of Parent, if Parent does not then have a chief financial officer), setting forth (i) an estimated Closing Balance Sheet, (ii) an estimate of the Closing Net Asset Value and (iii) an estimate of the Adjustment Amount (the “Estimated Adjustment Amount”); provided however, that if the estimate of the Adjustment Amount is greater than zero, then the Estimated Adjustment Amount shall equal zero. The estimated Closing Balance Sheet, the estimate of the Closing Net Asset Value and the Estimated Adjustment Amount will each be determined and prepared according to the principles set forth in Section 2.5(a) and (b).
Estimated Adjustment Amount. 2.6(b) Estimated Closing Date Net Working Capital...................... 2.6(a) Expiration Time................................................. 10.2(c) Final Termination Date.......................................... 9.1(b) Finance Employees............................................... 2.7(a) Funding Amount.................................................. 2.5(a)(i) Holder Representative...........................................
Estimated Adjustment Amount. At least one (1) Business Day, but no more than three (3) Business Days, prior to the Closing Date, the Company shall deliver to Purchaser (i) payoff letters in respect of all Funded Indebtedness of the Company and the Company Subsidiaries that is unpaid as of the Closing, and (ii) a certificate signed by an authorized officer of the Company, certifying as to the Company’s good faith estimate of (A) the aggregate amount of Cash of the Company and the Company Subsidiaries as of the Adjustment Calculation Time, (B) Net Working Capital (the “Estimated Net Working Capital”), (C) the Transaction Expenses of the Company and the Company Subsidiaries that are unpaid as of the Closing, (D) the aggregate amount of Transaction Bonuses and related payroll Taxes, and (E) the Adjustment Amount (the “Estimated Adjustment Amount”), including in each case reasonable detail with supporting documentation. If the Estimated Adjustment Amount is a negative number, the Closing Stockholder Payment shall be decreased by the Estimated Adjustment Amount; if the Estimated Adjustment Amount is a positive number, the Closing Stockholder Payment shall be increased by the Estimated Adjustment Amount.
Estimated Adjustment Amount. (a) At least five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer a statement setting forth its good faith estimate of the Net Working Capital as of the Closing Date (the “Estimated Closing Date Net Working Capital”). The Estimated Closing Date Net Working Capital shall be determined in accordance with GAAP and Annex 1 attached hereto, using the same accounting principles, practices, methodologies and policies as were used in the preparation of the Company Financials (to the extent such accounting principles, practices, methodologies and policies are in conformity with GAAP), and shall not include any changes in assets or liabilities as a result of purchase accounting adjustments or other changes arising from or resulting as a consequence of the transactions contemplated hereby, except as set forth on Annex 1. The Company shall provide Buyer and its Representatives access to review and make copies of all working papers, schedules, books and records and personnel and shall provide to Buyer information supporting such calculation of Estimated Closing Date Net Working Capital in reasonable detail. If Buyer disputes the Estimated Closing Date Net Working Capital amount (or any portion thereof) at any time prior to the Closing Date, then Buyer and the Company will negotiate in good faith to resolve such dispute at or prior to the Closing Date. To the extent the Company and Buyer can not agree upon the Estimated Closing Date Net Working Capital prior to the Closing Date, then the Estimated Closing Date Net Working Capital shall be deemed to be equal to the Target Net Working Capital.
