Estimated Cash Payment. Seller Representative has delivered to Buyer (a) a certificate signed by the Seller Representative setting forth Sellers’ best estimate of the Debt Amount, Transaction Expenses Balance, Working Capital as of the Closing Date, the Working Capital Deficit, if any, the Representative Expense Fund Amount in each case as of the Closing Date and, based on such estimates, a calculation of the Cash Payment (the “Estimated Cash Payment”) and (b) all records and work papers necessary to compute and verify the information set forth in such certificate.
Estimated Cash Payment. Attached hereto as Schedule 1.3 is a certificate signed by an officer of Orgenesis Parent which (a) attaches a balance sheet of the Company and (b) sets forth Orgenesis Parent’s best estimate of the Debt Amount, the Working Capital and Working Capital Deficit, if any, and the Cash Shortfall, if any, in each case as of the Closing Date and, based on such estimates, the Cash Payment (the “Estimated Cash Payment”), and as of the date hereof Orgenesis Parent has delivered to Investor all records and work papers as requested by Investor and reasonably necessary to compute and verify the information set forth in such certificate, all of which must be reasonably acceptable to Investor.
Estimated Cash Payment. (i) At the Closing, Optionee shall deliver to each Optionor an amount equal to such Optionor’s allocable portion of the Estimated Cash Payment (which shall be allocated in accordance with Section 2.4 hereof) by transfer of immediately available funds to such account at such bank as such Optionor shall direct, which amount is subject to adjustment as provided in Section 3.3(c).
Estimated Cash Payment. Not less than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer (a) a certificate signed by the Chief Financial Officer of Seller reasonably acceptable to Buyer setting forth the Seller’s good faith estimate of the Acquired Company Closing Cash, the Acquired Company Closing Debt, the Closing Debt-Like Items, the Working Capital Amount, the Working Capital Surplus (if any) and the Working Capital Deficit (if any) and, based on such estimated amounts, Seller’s calculation of the Cash Payment (the “Estimated Cash Payment”) and (b) reasonable supporting schedules prepared by Seller calculating the information set forth in such certificate. Such certificate shall also set forth the amount of any Transaction Expenses that the Seller would like to be paid by Buyer on behalf of Seller or any Affiliate of Seller from the Estimated Cash Payment.
Estimated Cash Payment. Not less than three (3) Business Days prior to the Closing Date, the Company delivered to Buyer its good faith estimate of the Cash Amount, the Funded Debt, the Transaction Expenses Amount, the Working Capital Surplus, if any, the Working Capital Deficit, if any, and, based on such estimates, an estimate of the Cash Payment (the “Estimated Cash Payment”).
Estimated Cash Payment. The "Estimated Cash Payment" shall be equal to the Net Book Value of the Assets as of the date of the Latest Balance Sheet (hereinafter defined), plus $39,000,000, and shall be determined as follows: ( ) Not later than fifteen (15) days prior to the Closing Date, Sellers shall deliver to Buyer an unaudited, combined balance sheet reviewed by Axxxxx Axxxxxxx, LLP, as of January 25, 1997, with respect to (i) Rxxxxxx, (ii) Searcy and (iii) Rxxxxxx International, Inc., (the "Latest Balance Sheet"), together with a preliminary calculation of the Estimated Cash Payment presented in the format set forth on Schedule 1.5(a) (the "Preliminary Closing Settlement Statement", and together with the Latest Balance Sheet, the "Preliminary Closing Statements"). In connection with Buyer's review of the Preliminary Closing Statements, Sellers shall give Buyer and its representatives full access to all personnel, books and records of Sellers pertaining to the Business or the Preliminary Closing Statements, including without limitation all work papers of Sellers and their accountants and all pertinent accounting and other records of Sellers, and shall provide all other information pertaining to the Business or the Preliminary Closing Statements reasonably requested by Buyer and its representatives. The Latest Balance Sheet shall be prepared in accordance with generally accepted accounting principles in the United States of America as in effect from time to time applied on a basis - as to the substance of the principles applied (including application of the last-in, first-out method of inventory valuation), the manner of application and the estimation techniques used - with the Annual Financial Statements (hereinafter defined) ("U.S. GAAP"). The Preliminary Closing Settlement Statement shall be prepared in accordance with (i) the Latest Balance Sheet and (ii) the terms and provisions of this Agreement; provided, that solely for purposes of determining the Estimated Cash Payment, the amount of accounts payable and accrued expenses included in the Liabilities shall be as set forth in Annex II to the Preliminary Closing Settlement Statement. The Preliminary Closing Statements shall be accompanied by certificates signed by the chief executive officer and the chief financial officer of each of Rxxxxxx and Searcy, respectively, stating that the Preliminary Closing Statements have been prepared as described in the immediately preceding two sentences.
Estimated Cash Payment. Not less than three (3) Business Days prior to the Closing Date, Holdings shall deliver to Buyer a certified reasonable good faith estimate (made in accordance with the same accounting methodologies, principles and procedures used to calculate the Closing Payment under Section 1.07(b)), which estimate shall be reasonably acceptable to Buyer, of the Cash Amount, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, in each case as of the Closing Date and, based on such estimates, an estimate of the Cash Payment (the “Estimated Cash Payment”).
Estimated Cash Payment. Not less than five (5) Business Days prior to the Closing Date, the Representative shall deliver to Buyer a certificate signed by the Representative setting forth the Representative’s best estimate of the Cash Amount, Debt Amount, Transaction Expenses Amount, and Working Capital Surplus, if any, or Working Capital Deficit, if any, in each case as of the Closing Date and, based on such estimates, the Cash Payment (the “Estimated Cash Payment”), together with reasonable supporting calculations for such estimates.
Estimated Cash Payment. Not less than five (5) Business Days prior to the Closing Date, the Company shall deliver to Buyer (i) a certificate (the “Estimated Closing Statement”) signed by an officer of the Company setting forth the Company’s good faith estimate of the Cash Amount, Debt Amount, Remaining Designated Payables Amount and Transaction Expenses Amount in each case as of immediately prior to the Closing, and Working Capital Deficit, if any, or Working Capital Surplus, if any, and, based on such estimates, the estimated Cash Payment (the “Estimated Cash Payment”) and (ii) all records and work papers reasonably necessary to compute and verify the information set forth in such certificate.
Estimated Cash Payment. Not less than two (2) Business Days prior to the Closing Date, Seller shall deliver to Buyer an estimate of the Cash Amount, the Working Capital Surplus, if any, and the Working Capital Deficit, if any, along with and, based on such estimates, an estimate of the Cash Payment (the “Estimated Cash Payment”). Seller shall consider in good faith any comments to the Estimated Cash Payment and the calculations therein delivered by Buyer and shall deliver an updated Estimated Cash Payment no later than one (1) Business Day prior to the Closing Date taking into account any comments it accepts in its discretion, while acting in good faith, which shall be the definitive Estimated Cash Payment for all purposes hereunder. For the avoidance of doubt, agreement on the Estimated Cash Payment is not a condition to Closing.
