Estimated Cash Purchase Price. At least three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”), together with reasonable supporting documentation, setting forth Seller’s good faith estimate of the amounts of the Net Working Capital (the “Estimated Working Capital”) and the Assumed Indebtedness (the “Estimated Assumed Indebtedness”), and, based thereon, its good faith estimate of the Cash Purchase Price (such estimated amount, the “Estimated Cash Purchase Price”). Seller shall prepare the Estimated Closing Statement in accordance with the Accounting Principles. Following the delivery of the Estimated Closing Statement, Seller shall provide Buyer and its Representatives with reasonable access to work papers and other books and records for purposes of assisting Buyer in its review of the Estimated Closing Statement. Prior to the Closing, Seller shall consider in good faith any revisions to the Estimated Closing Statement raised by Buyer in connection with its review of the Estimated Closing Statement (which shall be modified to include any such revisions accepted by Seller in good faith). In connection with the preparation of the Estimated Closing Statement, within seven (7) days prior to the Closing, Buyer shall have the opportunity to cause Seller to conduct a physical count of the Acquired Inventory, which Buyer and its Representatives may observe.
Estimated Cash Purchase Price. No later than five (5) Business Days prior to the Closing Date, the Seller shall deliver to the Buyer a certificate of the Seller reasonably acceptable to the Buyer and executed on the Seller’s behalf by an authorized officer of the Seller that sets forth in reasonable detail the Seller’s reasonable good faith estimate of the Adjustment Amount (the “Estimated Adjustment Amount”) and each component thereof for purposes of calculating the Closing Payment to be paid in connection with the Closing (which such calculations shall include reasonable supporting schedules); provided that if the Buyer objects in good faith to the Seller’s calculation of the Estimated Adjustment Amount by written notice to the Seller delivered at least two (2) Business Days prior to the Closing Date, the Seller shall consider such objections in good faith, but the Seller’s determination of the Estimated Adjustment Amount shall be final and binding for purposes of calculating the Closing Payment.
Estimated Cash Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Cash Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.2.1, at least three (3) Business Days prior to the Closing Date but no more than ten (10) Business Days prior to the Closing Date, the Main Sellers shall deliver to the Purchaser their good faith estimate of the Closing Date Net Working Capital Transferred (the “Estimated Closing Date Net Working Capital Transferred”) setting forth in reasonable detail the Main Sellers’ calculation thereof. The Main Sellers’ calculation of the Estimated Closing Date Net Working Capital shall be subject to the review and approval of the Purchaser, which approval shall not be unreasonably withheld. The Main Sellers shall cooperate with the Purchaser and shall provide such information as may be reasonably requested in connection with such review.
(b) The “Estimated Adjustment Amount,” which may be positive or negative, shall mean (i) the Estimated Closing Date Net Working Capital Transferred, minus
Estimated Cash Purchase Price. (a) At least four (4) Business Days prior to the Closing Date, Parent shall deliver to Buyer a statement with its good faith estimate (as certified by Parent’s and the Company’s respective chief financial officers) of the Cash Purchase Price (the “Estimated Cash Purchase Price”), which statement shall include, in reasonable detail, (i) Parent’s calculation of the amounts for each of the adjustments set forth in Section 2.04(a), (ii) the portion of the Estimated Cash Purchase Price allocable to each Selling Entity and (iii) the number of Buyer Shares allocable to each Seller (the “Closing Estimates Statement”). The portion of the Estimated Cash Purchase Price allocable to each Selling Entity and the number of Buyer Shares allocable to each Seller shall be determined in accordance with Section 6.09.
(b) Parent shall provide a reasonable level of supporting documentation for the Closing Estimates Statement and the Estimated Cash Purchase Price and the calculation thereof and any additional information reasonably requested by Buyer and related thereto. If Buyer objects to the Closing Estimates Statement or the calculation thereof, Buyer shall deliver notice of such objection to Parent no later than two (2) Business Days prior to the Closing Date, and Buyer and Parent shall cooperate in good faith to resolve any of Buyer’s objections set forth in such objection notice, and Parent shall revise the Closing Estimates Statement and the calculation thereof to reflect any revisions mutually agreed upon by Buyer and Parent at least one (1) Business Day prior to the Closing Date. If Buyer and Parent fail to resolve any of Buyer’s objections, the Closing Estimates Statement and the calculation thereof as originally delivered by Parent shall be conclusive and binding upon Buyer for the purposes of determining the amount of the Estimated Cash Purchase Price payable by Buyer at the Closing.
Estimated Cash Purchase Price. The term “Estimated Cash Purchase Price” means the amount resulting from: (i) One Hundred Fifteen Million and No/100ths Dollars ($115,000,000.00) (the “Base Consideration”) plus (ii) the Estimated Net Working Capital Adjustment Amount (if the Estimated Net Working Capital Adjustment Amount is a positive number), minus (iii) the absolute value of the Estimated Net Working Capital Adjustment Amount (if the Estimated Net Working Capital Adjustment Amount is a negative number). The Estimated Cash Purchase Price shall be subject to adjustment following the Closing pursuant to Section 2.6 (as so adjusted, the “Purchase Price”).
Estimated Cash Purchase Price. No later than three (3) Business Days prior to the Closing, the Chief Financial Officer of the Company shall deliver to Buyer a signed certificate setting forth the Sellers’ good faith estimate of the Cash Purchase Price (the “Estimated Cash Purchase Price”), which shall be based on (i) the Base Cash Consideration and (ii) Representative’s good faith estimates of (A) the amount of Closing Date Indebtedness, (B) the amount of Company Expenses, (C) the amount of Cash and Cash Equivalents, (D) the Net Working Capital Adjustment and (E) the Change in Control Payments.
Estimated Cash Purchase Price. No later than five (5) Business Days prior to the Closing, Seller shall prepare and deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimate of the Cash Purchase Price (including a breakdown of each item, and components thereof, included in the definition thereof) (the “Estimated Cash Purchase Price”), the calculations of which shall be set forth in reasonable detail and accompanied by reasonable supporting documentation, and made in accordance with the terms of this Agreement.
Estimated Cash Purchase Price. For the purpose of determining the amount of cash to be paid as the Estimated Cash Purchase Price by Buyer to Seller at the Closing, Seller shall in good faith prepare a calculation of the Closing Working Capital (such amount, the “Estimated Closing Working Capital”), the Closing Net Indebtedness (such amount, the “Estimated Net Indebtedness”), the Capex Adjustment (the “Estimated Capex Adjustment”), the Capex Payables (the “Estimated Capex Payables”) and the Franchisee Adjustment Amount (the “Estimated Franchisee Adjustment Amount”) in each case based on a good faith estimate by Seller of such amount, if any such adjustment shall be applicable. Seller’s calculation of such amounts is set forth in Annex 2.3.
Estimated Cash Purchase Price. At Closing, the Purchaser shall (i) deliver the Seller Note to the Sellers (and the related documentation required by Section 7.3(c)) and (ii) pay to the Sellers, by wire transfer of immediately available funds to an account or accounts designated by Sellers, an amount equal to (the “Estimated Cash Purchase Price”):
(a) the Base Cash Amount;
(b) plus or minus, as applicable, Estimated Closing Cash;
(c) minus Estimated Closing Indebtedness;
(d) minus Estimated Closing Transaction Expenses;
(e) plus or minus, as applicable, on a dollar-for-dollar basis, the amount by which the Estimated Closing Net Working Capital is greater or less than the Net Working Capital Target.
Estimated Cash Purchase Price. As of a date selected by Seller which is not earlier than 15 days prior to the Closing Date, Seller shall prepare its best estimate of the amount which would be the Net Assets if the Closing had occurred on such selected date, based on the information reasonably available to Seller at the time of such estimated calculation, and shall provide Purchaser not less than seven (7) days prior to the Closing Date with a written report reflecting such estimated calculation, together with supporting documentation, and the resulting estimated Cash Purchase Price (the "Estimated Cash Purchase Price").
