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. (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.
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. 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. At least three Business Days prior to the Closing Date, the Company shall deliver to Acquiror an unaudited consolidated balance sheet of the Company Group (the “Estimated Closing Balance Sheet”) and an estimated closing statement (the “Estimated Closing Statement”) setting forth its good faith estimate of (a) the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), (b) the Closing Date Indebtedness (the “Estimated Closing Date Indebtedness”), (c) the Holder Expenses (the “Estimated Holder Expenses”), (d) the Closing Date Cash (the “Estimated Closing Date Cash”) and (e) the Closing Consideration calculated based on the items in the foregoing clauses (a) through (d). The Estimated Closing Balance Sheet and the Estimated Closing Statement shall be prepared in accordance with the Calculation Principles.
Estimated Adjustment Amount. (a) Not less than three (3) 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 Difference (the “Estimated Net Working Capital Difference”) and the calculation thereof, (2) the Company’s good faith estimated Net Cash (the “Estimated Net Cash”) and the calculation thereof, (3) the sum of the Estimated Net Working Capital Difference and Estimated Net Cash (the “Estimated Adjustment Amount”), each in a form reasonably acceptable to Purchaser. The Estimated Adjustment Amount Statement shall (i) with respect to the Estimated Net Cash calculation and the Estimated Net Working Capital Difference calculation, be prepared in accordance with IFRS applied on a basis consistent with the preparation of the Financial Statements and in substantially the same form as the reference statement set forth in Schedule 2.6 of the Disclosure Schedules and (ii) be certified by a director of the Company.
Estimated Adjustment Amount. Not less than three (3) Business Days prior to Closing, the Seller shall prepare and deliver to the Purchaser a closing statement (the “Closing Statement”) calculated in the manner set out in Schedule 2.2(b), certified by an appropriate officer of the Seller, setting forth the Seller’s good faith estimate of the Adjustment Amount (such estimate, the “Estimated Adjustment Amount”) together with reasonably detailed back-up data to support the Seller’s estimate of each item from which such amount is calculated. The Estimated Adjustment Amount shall be prepared in accordance with the Adjustment Amount Accounting Policies using the same methodologies used in preparing the Financial Statements. Without limiting the generality of Section 6.10(b), the Seller shall afford Purchaser and its Representatives with reasonable access upon reasonable prior notice during normal business hours to the books, records, properties and assets of the Group Companies for the purpose of verifying the computation of the Estimated Adjustment Amount and shall meet with the Purchaser prior to the delivery of the Estimated Adjustment Amount to explain its calculations.
Estimated Adjustment Amount. (a) On the Closing Date, Seller shall deliver to Purchaser its good faith estimate of the Closing Date Net Working Capital (the “Estimated Closing Date Net Working Capital”), together with a reasonably detailed explanation of the calculation thereof. The “Estimated Adjustment Amount,” which may be positive or negative, shall mean the Estimated Closing Date Net Working Capital minus Base Working Capital.
