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. (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. 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. (i) At least five (5) Business Days prior to the Closing Date, the Sellers shall have delivered to the Buyer (A) an estimated Closing Statement (the “Estimated Closing Statement”), prepared in accordance with GAAP, applied in a manner consistent with the Financial Statements (so long as prepared in accordance with GAAP) and setting forth the Sellers’ estimate of the Working Capital and, based on such estimate, the cash purchase price payable at the Closing, which equals the sum of (w) the Cash Purchase Price, plus (x)the estimated Working Capital Surplus, if any, minus (y) the estimated Working Capital Deficit, if any, minus (z) any Indebtedness, in each case as of the Effective Time (the “Estimated Cash Purchase Price”) and (B) supporting documentation to compute and verify the information set forth in the Estimated Closing Statement, and (C) an allocation of the Estimated Cash Purchase Price and the Parent Shares among the Sellers (which shall be based upon their respective Pro Rata Portions) and any of their designees, together with written wire instructions for the cash payments to be made to the Sellers at the Closing. Section 1(c)(i) of the Disclosure Schedule sets forth an example of the Estimated Closing Statement, including the calculation of Working Capital.
(ii) The Estimated Cash Purchase Price shall be paid as follows: (A) an amount equal to the Estimated Cash Purchase Price (less the Escrow Amount and Deposit Escrow) shall be paid by the Buyer to each of the Sellers, based on such Seller's Pro Rata Portion, by wire transfer of immediately available funds on the Closing Date to an account designated in writing by each respective Seller, and (B) the Escrow Amount shall be paid by the Buyer to the Escrow Agent. The Estimated Cash Purchase Price will be subject to a post-Closing adjustment as set forth in Section 1(f) below and, as so adjusted is referred to herein as the “Final Cash Purchase Price.”
(iii) At the Closing, as directed by the Sellers on their behalf, the Buyer shall fund from the Estimated Cash Purchase Price on behalf of the Sellers such amounts necessary to allow the NAME Group to repay all Indebtedness set forth on Section 1(c)(iii) of the Disclosure Schedules. The Sellers shall arrange for such repayment and obtain all releases in connection with such repayment of any Security Interests securing such Indebtedness.
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").
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. Estimated Cash Purchase Price" means $51,700,000.00.
Estimated Cash Purchase Price. The Estimated Cash Purchase Price, less the Indemnity Escrow Amount (which shall deposited into the Indemnity Escrow Account by Purchase pursuant to Section 3.2(b)) in the manner specified in Section 3.2(a);
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. Certified or bank cashier’s checks (or wire transfers) as required by Sections 2.2(a) and 2.2(b).
