Estimated Cash Consideration. (a) No later than five (5) Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer its good faith calculations of (i) the Estimated Cash Consideration, (ii) the Estimated Net Working Capital, (iii) the 2026 Notes Repurchase Amount (assuming a repurchase date of June 3, 2024), (iv) the 2025 Notes Repurchase Amount (assuming a repurchase date of June 3, 2024) and (v) the Notes Escrow Amount, in each case together with reasonable supporting detail of its calculations and each component thereof (collectively, the “Estimated Closing Statement”). For purposes of the Estimated Closing Statement and this Agreement, “
Estimated Cash Consideration. At the Closing, the Cash Consideration shall be adjusted by (a) adding to the Cash Consideration the amount (if any) by which the Estimated Closing Net Working Capital exceeds $4,500,000 (the “Target Working Capital”) or (b) subtracting from the Cash Consideration the amount (if any) by which the Target Working Capital exceeds the Estimated Closing Net Working Capital (the Cash Consideration as so adjusted, the “Estimated Cash Consideration”).
Estimated Cash Consideration. At least five (5) Business Days prior to the Closing Date, the Contributor Parties shall prepare and deliver, or shall cause to be prepared and delivered, to Acquiror a statement, together with reasonable supporting documentation (the “Estimated Closing Statement”), setting forth the Contributor Parties’ good faith estimate of the (a) Closing Indebtedness (the “Estimated Closing Indebtedness”); (b) Closing Cash; (c) Working Capital calculated in accordance with the Working Capital Calculation, including a calculation of the Working Capital Deficit or the Working Capital Excess, as the case may be; (d) Transaction Expenses (the “Estimated Transaction Expenses”); (e) AFE Amount; and (f) the Closing Cash Consideration resulting therefrom (the “Estimated Closing Cash Consideration”); provided that, if Acquiror indicates in writing to the Contributor Parties at least two (2) Business Days prior to the Closing that it does not agree with the Contributor Parties’ estimates set forth in the Estimated Closing Statement or the Closing Cash Consideration resulting therefrom, then Acquiror and the Contributor Parties will use commercially reasonable efforts to mutually reconcile such dispute and if any adjustments are made thereto, then the adjusted calculation of the amounts set forth in the Estimated Closing Statement and the Closing Cash Consideration resulting therefrom, as so mutually reconciled, shall be used for purposes of determining the Estimated Closing Cash Consideration; provided, however, that if the Parties cannot agree on the estimates set forth in the Estimated Closing Statement or the Closing Cash Consideration resulting therefrom on or prior to the Closing, then the estimates set forth in the Estimated Closing Statement and the Closing Cash Consideration resulting therefrom shall be used for purposes of determining the Estimated Closing Cash Consideration, absent manifest error.
Estimated Cash Consideration. Two (2) Business Days prior to the Closing Date, the Company shall deliver to Acquiror a statement (the "Estimated State- ment") setting forth its good faith estimate of the Cash Consideration payable by Acquiror in accordance with Section 4.1(a)(i) hereof. Such Estimated Statement shall include in reason- able detail the calculation of (i) all Bonus Payments to be made as of the Closing Date, (ii) the Realizable Value of any Transferred Liquid Securities as of the Closing Date, (iii) the Realizable Value of the Liquid Securities as of the Closing Date, (iv) the aggregate Book Value of the Long-Term Securities as of the Closing Date and (v) the adjustment to the Purchase Price in accordance with Section 4.2(d)(i) hereof and shall be certified by the Chief Financial Officer of the Company and be reasonably acceptable to Acquiror. The amount of the Cash Consideration, as set forth on the Estimated Statement, shall be referred to herein as the "Estimated Cash Consideration."
Estimated Cash Consideration. At least five (5) Business Days prior to the Closing, the Seller Parties shall prepare and deliver to the Purchaser a certificate executed by an officer of the Seller Parties setting forth: (a) a good faith estimate of each of the following components of the Cash Consideration, in each case, as of 12:01 a.m. eastern time on the Closing Date: (i) Closing Indebtedness, (ii) the Closing Working Capital, and (iii) the Closing Selling Expenses, (b) the Seller Parties’ good faith calculation of the Cash Consideration based on the estimated components thereof set forth in this Section 2.6(a) (the “Estimated Cash Consideration”), and (c) wiring instructions and application amounts in respect of each of the payments to be made to the Seller Parties or applicable payees pursuant to Section 2.7 (the certificate described in this Section 2.6(a), the “Closing Certificate”).
Estimated Cash Consideration. Subject to the terms and conditions set forth in this Agreement, the aggregate consideration to be paid by Buyer at the Closing in connection with the Transactions is equal to: (i) Five Hundred Million Dollars ($500,000,000), minus (ii) the Estimated Indebtedness, plus (iii) Estimated Cash Amount minus (iv) the estimated aggregate amount of unpaid Transaction Expenses minus (v) the estimated aggregate amount of unpaid Change of Control Liabilities. The sum of clauses (i) through (v) of this Section 2.5(a) is referred to herein as the “Estimated Cash Consideration.”
Estimated Cash Consideration. No less than three (3) Business Days before the Closing Date, the Target will deliver a written statement (the “Estimated Statement”) to Purchaser setting forth in reasonable detail (a) the Target’s good faith estimate of (i) Closing Working Capital, (ii) Closing Indebtedness, (iii) Transaction Expenses, (iv) the Closing Cash, and
Estimated Cash Consideration. At least five (5) Business Days prior to the Closing Date, the Unit Holder Representative shall deliver to Coty a certificate (the “Preliminary Calculation Statement”) executed by the Unit Holder Representative and dated as of the date of its delivery, setting forth the Unit Holder Representative’s good faith estimates, as of such date of delivery, of (a) the Working Capital Amount, (b) the Closing Cash Amount, (c) the Closing Indebtedness Amount and (d) the Closing Transaction Expense Amount. At least two (2) Business Days prior to the Closing Date, the Unit Holder Representative shall deliver to Coty a certificate (the “Updated Calculation Statement”) executed by the Unit Holder Representative and dated as of the date of its delivery setting forth the Unit Holder Representative’s good faith estimate of the Cash Consideration, including and based on the Unit Holder Representative’s good faith estimates, as of such date of delivery, of (a) the Working Capital Amount, (b) the Closing Cash Amount, (c) the Closing Indebtedness Amount, and (d) the Closing Transaction Expense Amount. The calculations of the Estimated Working Capital Amount, Estimated Closing Cash Amount, Estimated Closing Indebtedness Amount, and Estimated Closing Transaction Expense Amount delivered pursuant to this Section 1.4 shall be in the form of the Closing Statement and shall be calculated in accordance with the Company Accounting Principles. Notwithstanding the
Estimated Cash Consideration. No later than two (2) Business Days prior to the Closing Date, Seller, pursuant to methods and procedures developed in consultation with Purchaser, shall cause to be prepared and delivered to Purchaser a certificate (which shall be subject to review by Purchaser) of an officer of the Seller, setting forth Seller’s good faith estimate as of the Closing of the Net Working Capital (such certificate, the “Closing Certificate”). For the purposes of making payments under Section 2.3(b) at the Closing, the Cash Consideration shall be increased or decreased, as applicable, by the amount by which the estimated Net Working Capital is greater than or less than the Net Working Capital Target (as adjusted, the “Adjusted Closing Cash Consideration”).
