Estimated Adjustment Statement. To facilitate the determination of the Purchase Price payable at the Closing pursuant to Sections 1.6(a) and 1.6(b) above, prior to the Closing, Buyer and Sellers shall prepare a statement to be attached hereto as Schedule 1.6(c) (the "Estimated Adjustment Statement") which sets forth (x) the estimated amount of the Net Working Capital as of the Closing Date (the "Estimated Net Working Capital") and (y) the estimated Revenues Adjustment Amount (the "Estimated Revenues Adjustment Amount"). The Purchase Price payable at the Closing Date shall be decreased on a dollar-for-dollar basis by the amount of the Estimated Revenues Adjustment Amount. The Purchase Price payable at Closing shall be further reduced on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is negative. The Purchase Price payable at Closing shall be increased on a dollar-for-dollar basis by the amount of the Estimated Net Working Capital if such number is positive. The net adjustment to the Purchase Price calculated under this subsection (c) shall be referred to as the "Estimated Adjustment."
Estimated Adjustment Statement. (a) On the date hereof, the Sellers shall prepare and deliver to the Purchasers a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the day prior to the date hereof (the "Adjustment Date"): (i) a good faith estimate of the accrued liabilities of each Purchased Entity that will remain unpaid following the Adjustment Date ("Liabilities"), excluding any and all liabilities under the Financing Documents other than (x) accrued and unpaid interest on the indebtedness of Ormesa Geothermal II Trust issued and outstanding pursuant to the Financing Documents to the date hereof and (y) aggregate fees owed under the Financing Documents outstanding on the date hereof, excluding any fees owed in connection with the unwinding of the financing structure; (ii) a good faith estimate of the accrued gross revenues of each Purchased Entity that will not have been received prior to the Adjustment Date ("Accounts Receivable"); and (iii) the expenses of each Purchased Entity that have been paid in advance (including property taxes) as prorated for the period following the Adjustment Date ("Prepaid Expenses"). The Estimated Adjustment Statement will be prepared in conformity with GAAP, applied on a basis consistent with the financial statements delivered to the Purchasers under Section 3.1(j) of the Agreement. For the avoidance of doubt, Liabilities shall not include any liabilities of any Purchased Entity to any Seller or any Affiliate of a Seller that will be released or otherwise satisfied at or prior to the date hereof.
Estimated Adjustment Statement. 16 SECTION 3.5
Estimated Adjustment Statement. (a) By or before 10:00 a.m. on the third Business Day prior to the scheduled Closing Date, Seller shall prepare and deliver to Purchaser a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the Closing Date the net working capital of the Companies as of the Closing Date as calculated as set forth on Schedule 3.4; provided, however the following shall be excluded from such calculation: (i) any and all liabilities under the Loan Documents; and (ii) any amounts related to Inventory; and (iii) the Intercompany Arrangements. In connection with the foregoing calculation, Seller shall also determine any and all costs, expenses or other liabilities paid by any of the Companies prior to the Closing Date and any of the foregoing accrued by any of the Companies prior to the Closing Date related to the repairs contemplated by Item 1 of Schedule 5.19 prior to the Closing Date and all such accrued unpaid amounts shall be included in the calculation of net working capital as provided above. Insurance proceeds to be paid under the Company Insurance Policies with regard to such repair shall be allocated among Seller and Purchaser as provided in
Estimated Adjustment Statement. No later than five (5) Business Days prior to the Closing Date, Seller shall prepare in good faith and deliver or cause to be delivered to Buyer (x) (i) an updated version of Exhibit H reflecting any re-valuation of Properties located in the United Kingdom in accordance with the terms hereof and (ii) the updated Company Indebtedness Estimate Amount reflecting any re-valuation of the Company Indebtedness Estimate Amount in accordance with the terms hereof, and (y) an estimate of (i) Closing Date Working Capital (the “Estimated Working Capital”), (ii) Closing Date Indebtedness (the “Estimated Indebtedness”), (iii) Closing Date Lender Reserves (the “Estimated Lender Reserves”) and (iv) any Adjustment Amount(s) (such statement, the “Estimated Adjustment Statement”), in the case of each of subclauses (i)-(iii) as of the Determination Time and prepared (A) in accordance with United States generally accepted accounting principles (“GAAP”) and (B) on a basis consistent with the sample calculation of Working Capital, Indebtedness and Lender Reserves (the “Sample Adjustment Calculation”) set forth on Exhibit B hereto together with any accounting principles, procedures, policies and methods also set forth on such exhibit (collectively, the “Adjustment Principles”); provided, that, in the event of any inconsistency among the foregoing, Exhibit B shall dictate the treatment of such inconsistency followed by GAAP. The Estimated Adjustment Statement will be accompanied by such backup materials and schedules as are reasonably necessary to support the accuracy of the information contained therein. To the extent reasonably requested by Buyer, at Buyer’s expense (limited, with respect to Seller, to Seller’s reasonable and documented out-of-pocket expenses), Seller will provide reasonable access to members of the Seller Group’s accounting and financial staff in connection with Buyer’s review of the Estimated Adjustment Statement. Seller will review any comments proposed by Buyer with respect to the Estimated Adjustment Statement and will consider, in good faith, any appropriate changes. Buyer and Seller acknowledge and agree that (A) the exercise by Buyer of the foregoing review right, and any subsequent consultation with Seller in respect thereto, shall not delay or postpone the occurrence of the Closing and, (B) if the Seller and Buyer are unable to agree on any amount set forth in the Estimated Adjustment Statement, without limiting Buyer’s rights under Section 2.4(d), the...
Estimated Adjustment Statement. (a) On the Closing Date, Seller shall prepare and deliver to Buyer a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the day prior to the Closing Date (the "Adjustment Date"): (i) a good faith estimate of the accounts payable of the Company that will remain unpaid following the Adjustment Date ("Liabilities"); (ii) a good faith estimate of the accrued gross revenues of the Company, excluding inter-company items, that will not have been received prior to the Adjustment Date ("Accounts Receivable"); and (iii) the expenses of the Company that have been paid in advance (including property taxes, royalties and rent) as prorated for the period following the Adjustment Date ("Prepaid Expenses"). The Estimated Adjustment Statement will be prepared in conformity with GAAP, applied on a basis consistent with the financial statements delivered to Buyer under Section 2(j) of the Agreement. Without limiting or expanding the definition of "accounts payable", the parties agree that the term "accounts payable" excludes any liabilities relating to the matters described in Schedule 2(e), inter-company items and taxes, to the extent covered by Section 13 hereof.
Estimated Adjustment Statement. Seller shall deliver the Estimated Adjustment Statement to Buyer no later than three (3) Business Days prior to the Closing Date.
Estimated Adjustment Statement. 15 - Section 3.5
Estimated Adjustment Statement. (a) By or before 10:00 a.m. on the third Business Day prior to the scheduled Closing Date, Sellers shall prepare and deliver to Purchasers a statement (the "Estimated Adjustment Statement") that sets forth as of the close of business on the Closing Date the net working capital of OPP as of the Closing Date as calculated as set forth on Schedule 3.4(a). In the event the Closing is not scheduled to occur on the last day of a given month, then the items that are included in the Estimated Adjustment Statement shall be prorated to the extent applicable as of the Closing Date as set forth on Schedule 3.4(a). The Estimated Adjustment Statement and all determinations associated therewith will be prepared or calculated, as applicable, in conformity with GAAP, applied on a basis consistent with the financial statements made available to Purchasers under Section 4.19, using the format set forth in Schedule 3.4(a).
Estimated Adjustment Statement. At least five calendar days prior to the Closing, the Company will deliver to Purchaser a statement (the “Estimated Adjustment Statement”) setting forth the Company’s estimate of Cash, Indebtedness, unpaid Transaction Expenses and Net Working Capital as of the Closing Date, in each case prepared in accordance with the Calculation Principles, and the resulting calculation of the Estimated Net Working Capital Overage, if any, and the Estimated Net Working Capital Deficiency, if any. Attached to the Estimated Adjustment Statement will be copies of the Payoff Letters. Concurrently with the delivery of the Estimated Adjustment Statement, the Company shall provide to Purchaser detailed data and schedules supporting the determination of each calculation set forth therein (including supporting detail for each component item of Net Working Capital). Prior to the Closing, Purchaser will have an opportunity to conduct a good faith review of, and consult with the Company regarding, each element set forth in the Estimated Adjustment Statement. Purchaser and the Company shall mutually agree on each element set forth in the Estimated Adjustment Statement prior to the Closing. Two calendar days prior to the Closing, Purchaser and its accounting advisors will conduct a physical count of the Company’s Inventory for purposes of determining the Inventory included in the Closing Adjustment Statement (the “Physical Inventory”). The Seller and its representatives will be entitled to be present at and observe the Physical Inventory.
