Estimated Closing Adjustment. At least five (5) Business Days prior to the Closing Date, the Sellers’ Representative 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) 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) accrued Pre-Closing Taxes remaining unpaid as of immediately prior to the Closing, and (ii) the resulting calculation of the Purchase Price under Section 2.6(a) (the “Estimated Purchase Price”). The Estimated Closing Date Statement and the calculations thereunder shall be prepared and calculated by the Sellers’ Representative in good faith. In the event the Sellers’ Representative and Purchaser are unable to reach agreement as to the calculation of the Estimated Purchase Price, the Estimated Purchase Price shall be deemed to equal the Sellers’ Representative’s calculation of the Estimated Purchase Price.
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, as applicable. 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. 6, 15 Estimated Net Working Capital..............................................6, 15
Estimated Closing Adjustment. No more than seven Business Days and not less than three Business Days prior to the anticipated Closing Date, Seller shall deliver to Purchaser a written statement (the “Estimated Adjustment Statement”) setting forth in reasonable detail (A) Seller’s good faith estimate of (1) Net Working Capital (“Estimated Net Working Capital”) calculated in the manner set forth on Schedule 2.03, accompanied by an estimated balance sheet of the Company as of the Measurement Time, and (2) Closing Date Cash (“Estimated Closing Date Cash”), and (B) Seller’s calculation of the Estimated Closing Adjustment and the Closing Date Payment. The Estimated Adjustment Statement shall include all supporting calculations and records. Seller shall provide Purchaser with a reasonable opportunity to review and comment on the components of the Estimated Adjustment Statement after delivery of the Estimated Adjustment Statement and prior to the Closing. Seller shall provide, and shall cause the Company to provide, Purchaser and Purchaser’s independent accountant and financial advisor, at no expense to Purchaser, access to the working papers, accounting and other books and records of the Business and the appropriate personnel to the extent reasonably required to complete its review of the Estimated Adjustment Statement.
Estimated Closing Adjustment. Before the date of this Agreement, the Company has delivered to Parent a statement (the “Estimated Closing Date Statement”), so designated and reasonably acceptable to Parent, 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 before the Closing, (B) Change of Control Payments remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Change of Control Payments), (C) Company Transaction Expenses, (D) Accrued Compensation remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Accrued Compensation), (E) Deferred Compensation remaining unpaid as of immediately before the Closing (including employee-side withholding amounts to be withheld from such Deferred Compensation), (F) Pre-Closing Taxes (including without limitation any Pre-Closing Taxes arising as a result of the Taxable Spinout) remaining unpaid as of immediately before the Closing, and (G) (without duplication) employer-side taxes on all such unpaid Accrued Compensation and all such unpaid Deferred Compensation; and (iii) the resulting calculation of the Merger Consideration (the “Estimated Merger Consideration”). The Company represents and warrants to Parent and Merger Sub that the Estimated Closing Date Statement and the calculations thereunder were prepared and calculated by the Company in good faith.
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. At Closing, Sellers will deliver to Buyer an estimated award fee income calculation for the period from June 1, 1998 to, and including, June 30, 1998, to be attached to this Agreement as Exhibit VI, such estimate being prepared in accordance with GAAP and being based on an estimated NASA award fee of seventy five percent (75%) for such period of operation (the "June Income Estimate"). The Company will then pay Sellers the result of the following calculation: the Retained Earnings as at May 31, 1998 according to the unaudited statement of income and Retained Earnings being delivered in accordance with Section 4(e)(iii) of this Agreement (the "May 31 Income"), plus the June Income Estimate, less the Retained Earnings on the audited statement of income and retained earnings for the twelve (12) months ended December 31, 1997, less any distributions and less any other payments outside of the ordinary and historical course of business made by the Company to Sellers after May 31, 1997, less the Special Bonus.
Estimated Closing Adjustment. For purposes of determining the Closing Cash Payment payable by Buyer at the Closing, prior to the Closing Date, Shareholders shall, in consultation with Company and based on the Company's financial statements, prepare and deliver to Buyer the Estimated Closing Statement, which shall include an estimated calculation of the Closing Adjustment as of the Effective Time (the "Estimated Closing Adjustment"). In the event Buyer shall object to any of the information set forth on the Estimated Closing Statement including the Estimated Closing Adjustment the parties shall negotiate in good faith and agree on appropriate adjustments so that such Estimated Closing Statement and the Estimated Closing Adjustment shall reflect a reasonable, good faith estimate of the Final Closing Statement and Final Closing Adjustment. The Closing Adjustment, as finally determined by the parties pursuant to this subsection 2.3.
