Estimated Closing Adjustment Clause Samples

Estimated Closing Adjustment. Not earlier than 10 days and not later than three days prior to the Closing Date, Seller shall prepare and deliver to Purchaser a statement setting forth Seller’s good faith calculation of (a) the estimated Final Indebtedness (as adjusted by Seller pursuant to this Section 1.03, the “Estimated Indebtedness”), (b) the estimated Final Working Capital (as adjusted by Seller pursuant to this Section 1.03, the “Estimated Final Working Capital”), (c) the estimated Final Transaction Expenses (as adjusted by Seller pursuant to this Section 1.03, the “Estimated Transaction Expenses”), and (d) the NAI-1502820106v1 estimated Final Cash on Hand (as adjusted by Seller pursuant to this Section 1.03, the “Estimated Cash on Hand”). Such statement will be prepared in accordance with the Transaction Accounting Principles. Following the delivery of such statement, Seller shall cooperate in good faith to answer questions raised by Purchaser in connection with its review of such statement, consider in good faith any potential adjustments to such statement raised by Purchaser in good faith prior to the Closing and, if applicable, update such statement accordingly; provided that Purchaser’s review of and commentary regarding such statement shall in no way delay or otherwise affect the timing of the Closing.

Estimated Closing Adjustment. (i) No later than the Wednesday immediately before the Closing, Parent shall prepare and deliver to Buyer a statement (the “Estimated Closing Adjustment Statement”) setting forth its good faith estimate of Sellers’ Current Receivables, Delinquent Receivables, Cash on Hand, Prepaid Rent, and Current Liabilities as of 11:59 p.m. on the calendar day prior to the Closing Date (each, an “Estimated Amount”), which statement shall contain a calculation of Sellers’ Current Receivables and Delinquent Receivables as of 11:59 p.m. on the calendar day prior to the Test Date and a reconciliation thereof with Parent’s Estimated Amount of Sellers’ Current Receivables and Delinquent Receivables, and a certificate of the Chief Financial Officer of Parent that such statement was prepared and each Estimated Amount was determined in accordance with GAAP applied using the same accounting methods, practices, principles, policies, and procedures, with consistent classifications, judgments, and valuation and estimation methodologies (in each case except as specifically modified as provided in this Agreement for purposes of determining Current Receivables, Delinquent Receivables, Cash on Hand, Prepaid Rent, and Current Liabilities) that were used in the preparation of the Annual Financial Statements for the most recent fiscal year end and the Interim Financial Statements as if such Estimated Closing Adjustment Statement was being prepared and audited as of a fiscal year end or such interim period, asapplicable. The Seller Parties shall make their senior financial officers reasonably available to answer any questions of Buyer regarding such statement. (ii) For purposes of this Agreement,

Estimated Closing Adjustment. At least two (2) Business Days prior to the Closing Date, the Company shall deliver to Purchaser a statement (the “Estimated Closing Date Statement”), reasonably acceptable to Purchaser, setting forth a good faith calculation, together with reasonably detailed supporting documentation, of: (i) Closing Net Working Capital and the components thereof; (ii) the amount of each of (A) Indebtedness remaining unpaid as of immediately prior to the Closing, (B) Change of Control Payments remaining unpaid as of immediately prior to the Closing, (C) Company Transaction Expenses and (D) Pre Closing Taxes remaining unpaid as of immediately prior to the Closing; and (iii) the resulting calculation of the Purchase Price under Section 2.9(a) (the “Estimated Purchase Price”). The Estimated Closing Date Statement and the calculations thereunder shall be prepared and calculated by the Company in good faith.

Estimated Closing Adjustment. No later than ten (10) Business Days prior to the Closing Date, the Company shall prepare and deliver to SpinCo and Parent a written report setting forth the Company’s good faith estimate of (i) the amount of SpinCo Cash (such estimate, the “Estimated SpinCo Cash”), (ii) the amount of SpinCo Indebtedness (such estimate, the “Estimated SpinCo Indebtedness”), (iii) the Net Working Capital as of the Cut-Off Time (such estimate, the “Estimated Net Working Capital”), (iv) the Estimated Net Working Capital Adjustment, and (v) the Estimated Closing Adjustment, prepared in conformity with the requirements of this Agreement, including the Accounting Principles and together with reasonable supporting documentation. The Company will reasonably cooperate with Parent and its Representatives in connection with their review of such written report, including by (x) providing, subject to execution of customary access letters (if applicable), information reasonably necessary in connection with their review of the written report as reasonably requested by P▇▇▇▇▇, (y) reasonably considering in good faith any revisions to such written report proposed by Parent and (z) revising such written report to reflect any changes mutually agreed by the Company, SpinCo and Parent; provided that no comments provided by Parent shall provide a basis for any delay in the Closing, or shall require any changes to the written report of the Estimated Net Working Capital (or the calculations therein) unless agreed to by the Company. (i) If the Estimated Closing Adjustment is a positive number, SpinCo (on behalf of SpinCo and the relevant members of the SpinCo Group) will pay to Dutch HoldCo (on behalf of Dutch HoldCo and the relevant members of the Company Group) on the Closing Date the amount of the Estimated Closing Adjustment, by wire transfer of immediately available funds to one or more accounts designated in writing by the Company (or, if agreed between SpinCo and the Company, by means of a note issued by SpinCo to the Company, which Parent shall cause to be repaid immediately following the Closing, any such note, an “Adjustment Payment Note”), or (ii) if the Estimated Closing Adjustment is a negative number, the Company will cause Dutch HoldCo (on behalf of Dutch HoldCo and the relevant members of the Company Group) to pay on the Closing Date to SpinCo (on behalf of SpinCo and the relevant members of the SpinCo Group) the absolute value of the Estimated Closing Adjustment, by wire transfer ...

Estimated Closing Adjustment. For purposes of determining the Closing Cash Payment payable by Buyer at the Closing, prior to the Closing Date, Buyer shall, in consultation with Company, prepare, or cause to be prepared, and deliver to Company the Estimated Closing Adjustment Statement, which shall include its estimated calculation of the Closing Adjustment based thereon. Such Closing Adjustment is herein referred to as the “Estimated Closing Adjustment” and shall be used for purposes of this Article 3. In connection with the determination of the Estimated Closing Adjustment Statement and Estimated Closing Adjustment, Company, RBP, Partners and Shareholders shall provide to Buyer such information and detail, and access to such books and records of the Company and/or RBP and such other documents as Buyer shall request, including the work papers of the Company’s accounting firm.

Estimated Closing Adjustment. The Estimated Closing Adjustment set forth on Schedule III represents Seller’s good faith estimate of the Closing Adjustment (including reasonably detailed supporting calculations), calculated in accordance with GAAP and using the same accounting methodologies, principles and procedures applied by Seller in the preparation of the Balance Sheet.

Estimated Closing Adjustment. (a) At least three Business Days prior to the Closing Date, ▇▇▇▇▇ shall prepare, or cause to be prepared, and deliver to ▇▇▇▇▇▇▇ Holdings and NewCo a written statement (the “▇▇▇▇▇ Preliminary Closing Statement”) that shall include and set forth (i) a consolidated balance sheet of the ▇▇▇▇▇ Contributed Companies and their Subsidiaries, as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “▇▇▇▇▇ Preliminary Closing Balance Sheet”), (ii) the amount of the Acquisition Pipeline EBITDA of the ▇▇▇▇▇ Contributed Companies based upon the acquisitions of percentage interests of Persons in the Acquisition Pipeline of the ▇▇▇▇▇ Contributed Companies (not taking into account any control premium or discount) that have been, and a good faith estimate of such acquisitions that are expected to be, closed as of 11:59 p.m., Eastern time, on the day immediately prior to the Closing Date (the “▇▇▇▇▇ Estimated Acquisition Pipeline EBITDA”), (iii) the Facility Ownership Adjustment for the ▇▇▇▇▇ Contributed Business (the “▇▇▇▇▇ Estimated Facility Ownership Adjustment”), (iv) a good-faith estimate of (A) Net Working Capital of the ▇▇▇▇▇ Contributed Companies and their consolidated Subsidiaries (the “▇▇▇▇▇ Estimated Net Working Capital”), (B) Indebtedness of the ▇▇▇▇▇ Contributed Companies and their consolidated Subsidiaries (the “▇▇▇▇▇ Estimated Indebtedness”), (C) Cash of the ▇▇▇▇▇ Contributed Companies and their consolidated Subsidiaries (the “▇▇▇▇▇ Estimated Cash”) and (D) Transaction Expenses that remain unpaid obligations of the ▇▇▇▇▇ Contributed Companies and their Subsidiaries as of the Closing (the “▇▇▇▇▇ Estimated Transaction Expenses”) (with each of ▇▇▇▇▇ Estimated Net Working Capital, ▇▇▇▇▇ Estimated Cash, ▇▇▇▇▇ Estimated Indebtedness and ▇▇▇▇▇ Estimated Transaction Expenses determined as of the Closing Date and, except for the ▇▇▇▇▇ Estimated Transaction Expenses, without giving effect to the transactions contemplated herein), and (v) on the basis of the foregoing (and ▇▇▇▇▇▇▇ Preliminary Closing Statement delivered pursuant to Section 3.2(b)), a calculation of the ▇▇▇▇▇ Cash Consideration (the “Estimated ▇▇▇▇▇ Cash Consideration”) and the Closing Cash Consideration. The ▇▇▇▇▇ Preliminary Closing Balance Sheet, ▇▇▇▇▇ Estimated Net Working Capital, ▇▇▇▇▇ Estimated Indebtedness, ▇▇▇▇▇ Estimated Cash and ▇▇▇▇▇ Estimated Transaction Expenses shall be calculated in accordance with GAAP applied on a basis consistent with the preparation of th...

Estimated Closing Adjustment. Prior to the Closing, Sellers have delivered to Buyer (i) a certificate setting forth its good faith estimate of the Closing Date Working Capital (the “Estimated Closing Date Working Capital”) and (ii) the documentation underlying Sellers’ calculation of the Estimated Closing Date Working Capital. Furthermore, Sellers shall provide any and all additional information and documentation reasonably requested by Buyer to support the Estimated Closing Date Working Capital. The Closing Cash Payment shall be increased by the amount, if any, by which the Estimated Closing Date Working Capital exceeds the Target Working Capital or the Closing Cash Payment shall be decreased by the amount, if any, by which the Estimated Closing Date Working Capital is less than the Target Working Capital.

Estimated Closing Adjustment. This Estimated Closing Adjustment is delivered by EQT Gathering, LLC pursuant to Section 1.3(b) of the Purchase and Sale Agreement, dated as of January 3, 2011, by and between EQT Gathering, LLC and MarkWest Energy Appalachia, L.L.C. (the “PSA”). Capitalized terms used but not defined herein have the meanings set forth in the PSA.