Estimated Closing Calculations Sample Clauses

Estimated Closing Calculations. Not less than four (4) Business Days prior to the Closing Date, Seller, shall deliver to Buyer a written statement setting forth in reasonable detail, (a) Seller’s good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness (“Estimated Closing Indebtedness”), (iii) Closing Cash (“Estimated Closing Cash”), (iv) Transaction Expenses (“Estimated Transaction Expenses”) and (v) Deferred Purchase Price (“Estimated Deferred Purchase Price”), (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, Seller’s good-faith calculation of the Estimated Purchase Price (together with the calculations referred to in clauses (a) and (b) above, the “Preliminary Closing Statement”). Buyer shall be entitled to review and comment on the Preliminary Closing Statement until the date that is two (2) Business Days prior to the Closing Date, and Seller shall make any changes proposed by Buyer with which Seller agrees (in its sole discretion) to its calculations in the Preliminary Closing Statement not later than the Business Day prior to the Closing Date; provided that no disagreement between the parties with respect to any of the calculations in the Preliminary Closing Statement shall delay the Closing.
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Estimated Closing Calculations. Not less than three Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (a) Seller’s good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness (“Estimated Closing Indebtedness”), (iii) Closing Transaction Expenses (“Estimated Closing Transaction Expenses”) and (iv) Closing Cash (“Estimated Closing Cash”), (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price (together with the calculations referred to in the foregoing clauses above, the “Preliminary Closing Statement”).
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Estimated Closing Calculations. (a) Not less than seven (7) Business Days prior to the Closing Date, Exxxxxx shall deliver to Ruby a written statement (the “Preliminary Closing Statement”) setting forth Exxxxxx’x good faith estimates of (i) the Debt-Financed Distribution Amount (the “Estimated Debt-Financed Distribution Amount”), (ii) the allocation of the Debt-Financed Distribution Amount in accordance with the Debt-Financed Distribution Allocation Principles (including, if applicable, such allocation after giving effect to the Exxxxxx Optional Pre-Closing Steps), (iii) the Common Equity Consideration (the “Estimated Common Equity Consideration”) (together with estimates of each component thereof, including the Aggregate Closing Amount and each of its components, and the estimated allocation of such amount among the Exxxxxx Contributors including, if applicable, such allocation after giving effect to the Exxxxxx Optional Pre-Closing Steps), (iv) the Qualified Liabilities Repayment Amount (the “Estimated Qualified Liabilities Repayment Amount”), (v) the allocation of the Qualified Liabilities Repayment Amount among the Exxxxxx Contributors and (vi) the amount of Closing U.S. Cash (the “Estimated U.S. Cash”), in each case, together with reasonable supporting documentation. The Preliminary Closing Statement shall be prepared in accordance with the definitions in this Agreement and in accordance with the Accounting Policies. Exxxxxx shall make its representatives reasonably available to Ruby to discuss the calculations contained in the Preliminary Closing Statement and shall take into consideration in good faith any proposed revisions to the Preliminary Closing Statement and the calculations set forth therein as are presented in good faith by Rxxx prior to the Closing Date and, to the extent the parties mutually agree, Exxxxxx shall update the Preliminary Closing Statement to reflect the same (which updated version shall then be considered the Preliminary Closing Statement for all purposes hereunder).
Sample 1
Estimated Closing Calculations. No later than three Business Days prior to the Closing Date, Seller shall prepare and deliver to Buyer a statement, setting forth:
Sample 1
Estimated Closing Calculations. Not less than three (3) Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (a) Seller’s good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness (“Estimated Closing Indebtedness”), (iii) Closing Cash (“Estimated Closing Cash”) and (iv) Transaction Expenses (“Estimated Transaction Expenses”), (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price (together with the calculations referred to in the preceding clauses ‎(a) and ‎(b), the “Preliminary Closing Statement”). In connection with the preparation of the Preliminary Closing Statement, Seller shall consult in good faith with Buyer regarding the amounts and calculations therein and consider in good faith any comments or modifications from Buyer. In connection with Buyer’s review of the Preliminary Closing Statement, Seller shall provide Buyer and its Representatives with reasonable access to all relevant information and personnel of the Companies and Seller and all of the Companies’ and Seller’s documents and work papers (including those of the Companies’ accountants and auditors) used in the preparation of the Preliminary Closing Statement, in each case, as Buyer or such Representative reasonably requests in connection with their review of the Preliminary Closing Statement, and subject to entry into customary confidentiality and access letters if requested; provided that (A) all such access shall occur during normal business hours, with reasonable notice and in a manner that does not unreasonably interfere with the conduct of the business of Seller and its Affiliates (including the Companies) and (B) Seller shall not be required to provide or cause to be provided access to or disclose or cause to be disclosed information where such access or disclosure would jeopardize the attorney-client privilege, contravene any Applicable Law or contravene any confidentiality undertaking (provided, further, however, that Seller shall, and shall cause its Affiliates (including the Companies) to, use commercially reasonable efforts to provide alternative, redacted or substitute documents or information in a manner that would not result in the loss of the ability to assert attorney-client, work product or other privileges, violate any Applicable Law or such applicable agreement).
Sample 1
Estimated Closing Calculations. Attached to this Agreement as Exhibit C is Sellers’ written statement (which has been approved by Buyer) setting forth (a) Sellers’ good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness immediately prior to the Closing (“Estimated Closing Indebtedness”), (iii) Closing Cash (“Estimated Closing Cash”), (iv) the amount of Unpaid Taxes (“Estimated Unpaid Taxes”), (v) Transaction Expenses immediately prior to the Closing (“Estimated Transaction Expenses”) and (vi) the amount of 111(4)(e) Election Tax (b) Sellers’ calculation of the Estimated Closing Net Working Capital Deficit or Estimated Closing Net Working Capital Increase, and (c) on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price (together with the calculations referred to in clauses (a) and (b) above, the “Preliminary Closing Statement”).
Sample 1
Estimated Closing Calculations. Not less than five Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (a) Seller’s good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness (“Estimated Closing Indebtedness”), and (iii) Closing Cash (“Estimated Closing Cash”), (b) Seller’s calculation of the Estimated Closing Net Working Capital Adjustment Amount and (c) on the basis of the foregoing, a calculation of the Estimated Purchase Price (together with the calculations referred to in clauses (a) and (b) above, the “Preliminary Closing Statement”).
Sample 1
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Estimated Closing Calculations. Not less than three Business Days prior to the Closing Date, the Sellers shall deliver to Buyer a written statement setting forth %3. the Sellers’ good faith estimates of (%4) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (%4) Closing Indebtedness (“Estimated Closing Indebtedness”), (%4) Closing Cash (“Estimated Closing Cash”) and (iv) Closing Transaction Expenses (“Estimated Transaction Expenses”), %3. the Sellers’ calculation of the Estimated Net Working Capital Adjustment Amount and %3. on the basis of the foregoing, a calculation of the Estimated Closing Purchase Price (together with the calculations referred to in clauses (a) and (b) above, the “Preliminary Closing Statement”). The Estimated Closing Net Working Capital, the Estimated Closing Indebtedness, the Estimated Closing Cash and the Estimated Transaction Expenses shall be calculated in accordance with the Accounting Principles. The Sellers shall consult in good faith with Buyer in preparation of the Preliminary Closing Statement.
Sample 1
Estimated Closing Calculations. Not less than two Business Days prior to the Closing Date, Seller shall deliver to Buyer a written statement setting forth (a) Seller’s good faith estimates of (i) Closing Net Working Capital (“Estimated Closing Net Working Capital”), (ii) Closing Indebtedness (“Estimated Closing Indebtedness”), (iii) Closing Cash (“Estimated Closing Cash”) and (iv) Transaction Expenses (“Estimated Transaction Expenses”), (b) Seller’s calculation of the Estimated Net Working Capital Adjustment Amount, and (c) on the basis of the foregoing, a calculation of the Estimated Cash Closing Purchase Price (together with the calculations referred to in clauses (a) and (b) above, the “Preliminary Closing Statement”). Buyer shall have the right to review and provide comments to Seller on the Preliminary Closing Statement, and Seller shall consider any such comments in good faith. In connection with Buyer’s review, Seller shall provide Buyer and its Representatives reasonable access to the records, documents and work papers of the Companies relating to the preparation of the Preliminary Closing Statement. Seller shall not permit any change to the amount of Indebtedness or distribute any Cash of the Companies to itself or any of its other Subsidiaries between the Reference Time and the Closing by virtue of a breach of Section 5.01 hereof, and in the event of any such breach, Buyer shall be permitted to adjust for such amounts in its calculation of Closing Cash and Closing Indebtedness included in the Final Closing Statement.
Sample 1

Related to Estimated Closing Calculations

  • Closing Statement (a) At least five (5) business days prior to the Closing Date, the Company shall submit to Buyer a written statement of estimated Current Assets and Current Liabilities as of the last day of the month immediately preceding the Closing Date (the "Estimated Closing Statement") containing the Company's good faith estimate of the Net Working Capital Amount (the "Estimated Net Working Capital Amount"), which shall reflect the items required to be set forth in, and be prepared in a manner consistent with the preparation of, the Closing Statement, in each case in accordance with Section 4.6(b); provided, however, that for purposes of the Estimated Net Working Capital Amount, the parties hereto agree that 50% of the amount of Fuel Sensor Damages (x) actually expended by Parent or the Company from March 1, 2011 through the last day of the month immediately preceding the Closing Date and (y) accrued as current liabilities on the Estimated Closing Statement, shall be added as a credit to the estimated Net Working Capital Amount set forth on the Estimated Closing Statement. Commencing with the Company's delivery of the Estimated Closing Statement to Buyer, Buyer shall have reasonable access to the books and records and personnel of the Company and the opportunity to consult with the Company for purposes of confirming or disputing the Estimated Net Working Capital Amount. If Buyer shall disagree, in good faith, with any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount, then Buyer and the Company shall work, in good faith, to reach agreement on such disputed items and the amounts as agreed to by Buyer and the Company shall constitute the Estimated Net Working Capital Amount. Notwithstanding the foregoing, Buyer's agreement with the Estimated Net Working Capital Amount (or any item set forth in the Estimated Closing Statement or used to determine the Estimated Net Working Capital Amount) shall not foreclose, prevent, limit or preclude any rights or remedy of Buyer set forth in this Agreement. If the Estimated Net Working Capital Amount is less than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be reduced by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount. If the Estimated Net Working Capital Amount is more than the Target Net Working Capital Amount, the amount of the Closing Payment to be paid by Buyer pursuant to Section 4.1(b)(i) shall be increased by an amount equal to the difference between the Estimated Net Working Capital Amount and the Target Net Working Capital Amount.

  • Final Closing Statement No later than 135 Days after Closing, Buyer shall prepare and deliver to Sellers a final Closing statement (the "Final Statement"), which shall correct the estimates and (if necessary) other amounts used in the Preliminary Statement, based on Buyer's post-Closing examination of the books and records of the Hotels for the applicable periods during which Closing occurred and on relevant items of revenue or expense discovered after Closing (including, without limitation, Hotel Payables first identified after Closing). Sellers shall be deemed to have accepted the Final Statement as prepared by Buyer, except for such items as to which Sellers specifically object (including the basis for such objection) in a written notice given to Buyer within 30 Days after Buyer delivers the Final Statement to Sellers.

  • Closing Adjustments To the extent that any prorations, adjustments or other amounts with respect to the Contributed Entity or the Property shall be payable by or to the Contributors at or following each Closing in accordance with the provisions of the Master Agreement, the amount of the purchase consideration determined pursuant to Section 1.2(a) shall be adjusted accordingly, it being acknowledged and agreed by each Contributor that from and after the date hereof, (i) the Contributed Entity shall not declare, pay or otherwise make provision for any dividends or distributions and (ii) immediately prior to the Closing, in addition to any prorations, adjustments or other amounts payable by or to the Contributors with respect to the Contributed Entity or the Property, the Contributed Entity shall distribute to each Contributor receiving Securities an amount equal to the amount such Contributor would have been paid as a distribution on account of the Securities it will receive at Closing had such Securities been issued and sold to such Contributor at the Initial Closing.

  • Post-Closing Adjustments As soon as practicable after the Closing, but in no event later than one hundred eighty (180) days thereafter, Seller shall prepare and deliver to Purchaser a final settlement statement (the “Final Settlement Statement”) setting forth each adjustment or payment that was not finally determined as of the Closing and showing the calculation of such adjustments and the resulting Final Purchase Price. Seller shall make its workpapers and other information available to Purchaser to review in order to confirm the adjustments shown on Seller’s draft. As soon as practicable after receipt of the Final Settlement Statement, but in no event later than sixty (60) days thereafter, Purchaser shall deliver to Seller a written report containing any changes that Purchaser proposes to make to the Final Settlement Statement. Any failure by Purchaser to deliver to Seller the written report detailing Purchaser’s proposed changes to the Final Settlement Statement within sixty (60) days following Purchaser’s receipt of the Final Settlement Statement shall be deemed an acceptance by Purchaser of the Final Settlement Statement as submitted by Seller. The parties shall agree with respect to the changes proposed by Purchaser, if any, no later than sixty (60) days after Seller receives from Purchaser the written report described above containing Purchaser’s proposed changes. If the Purchaser and the Seller cannot then agree upon the Final Settlement Statement, the determination of the amount of the Final Settlement Statement shall be submitted to a mutually agreed firm of independent public accountants (the “Accounting Firm”). The determination by the Accounting Firm shall be conclusive and binding on the parties hereto and shall be enforceable against any party hereto in any court of competent jurisdiction. Any costs and expenses incurred by the Accounting Firm pursuant to this Section 12.1 shall be borne by the Seller and the Purchaser equally. The date upon which such agreement is reached or upon which the Final Purchase Price is established, shall be herein called the “Final Settlement Date.” In the event

  • Seller’s Closing Costs Seller shall pay the following costs in connection with the consummation of the Closing: (i) all of the charges and transfer taxes for recording the deeds; (ii) all commissions owed to any broker in accordance with the terms of a separate agreement between Seller and such broker; and (iii) all other charges incurred by the Seller in connection with this Agreement (including, without limitation, the fees and expenses for the Seller’s attorneys and other consultants).

  • Closing Prorations and Adjustments The prorations set forth in this Section 6.5 shall be on a Property-by-Property basis and not among, or between, Properties, and shall not be allocated on an Applicable Share basis.

  • Net Working Capital Adjustment Within sixty (60) days following the Closing Date, Plains may elect to prepare and deliver to MAP a statement ("Adjustment Statement") detailing, by item, any instances in which Plains believes that the Effective Time Working Capital Statement was not prepared in accordance with the definitions of Current Assets and Current Liabilities set forth in this Agreement, and the proposed resultant adjustments to Net Working Capital. Plains shall make available to MAP all information reasonably required to verify whether proposed adjustments detailed on the Adjustment Statement are correct. Within thirty (30) calendar days following the receipt of the Adjustment Statement, MAP may elect to dispute the Adjustment Statement by giving written notice to Plains detailing each item disputed by MAP and setting forth the reasons for such dispute. If MAP shall not have given a timely dispute notice to Plains disagreeing with the Adjustment Statement, it shall be deemed to have agreed with the Adjustment Statement. If MAP shall give a timely dispute notice, MAP and Plains shall work in good faith to resolve any disputed items. If they shall not so agree within thirty (30) calendar days following the date the dispute notice is received, then either MAP or Plains may cause the matter to be referred to the Arbitrator, by giving written notice to the other party and to the Arbitrator. The fees and expenses of the Arbitrator shall be borne 50% by Plains and 50% by MAP. The Arbitrator shall, within ninety (90) calendar days following the date such matter is referred to it, determine whether any adjustment proposed on the Adjustment Statement that is the subject of disagreement among the parties should be made; provided, however, that any adjustments shall be in accordance with the definitions contained in this Agreement. Such determination by the Arbitrator shall be final and binding on the parties for the purposes of computing any payment to be made under this Section 2.4, and may be enforced by appropriate judicial or other proceedings. Such payments, in either case, shall be made within fifteen (15) calendar days following the final determination (whether by agreement of the parties or determination by the Arbitrator). If Plains elects not to furnish MAP an Adjustment Statement within sixty (60) calendar days following the Closing Date, then Plains shall have no further right to seek payment for adjustments to Net Working Capital.

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