Estimated Closing Cash Consideration Clause Samples

Estimated Closing Cash Consideration. No later than the third Business Day prior to the Closing Date, the Seller shall deliver to the Buyer a written statement setting forth the Seller’s calculation of the amount of the Closing Cash Consideration, including, in reasonable detail (and together with reasonable supporting documentation) and based upon its good faith estimate of, each component thereof (such amount, the “Estimated Closing Cash Consideration” and such statement, the “Estimated Closing Statement”). The Buyer shall have two Business Days from the receipt of the Estimated Closing Statement to provide the Seller with any comments with respect thereto and the Seller shall consider (in good faith) any appropriate changes thereto prior to the Closing.

Estimated Closing Cash Consideration. Prior to the date hereof, the Company has delivered to Purchaser the Company’s good faith estimate of the Current Operating Assets and Current Operating Liabilities and based on such estimates, the Company’s good faith estimate of the Closing Net Working Capital (the “Estimated Closing Net Working Capital”) and the Estimated Closing Cash Consideration (the “Estimated Closing Statement”). The Estimated Closing Statement (and the calculation of Estimated Closing Net Working Capital) shall be prepared and calculated in accordance with the Accounting Principles.

Estimated Closing Cash Consideration. Purchaser shall deliver to Seller an amount equal to the sum of (A) the Estimated Closing Cash Consideration, minus (B) the Vested SARs Settlement Amount, minus (C) the amount, if any, of the Unvested SARs Settlement Amount that arises from any New Unvested SARs, minus (E) the Escrow Amount (collectively, the “Seller Proceeds”), in immediately available funds by wire transfer to the account or accounts of Seller set forth in a notice delivered by Seller to Purchaser not later than two (2) Business Days prior to the Closing Date (or if no notice is so delivered, then by certified or official bank check payable in immediately available funds to the order of Seller in such amount); provided, that for purposes of determining the calculation of Seller Proceeds (and, for the avoidance of doubt, the components thereof, including the calculation of the Vested SARs Settlement Amount), the number of Closing Date Vested SARs and Closing Date Unvested SARs shall be determined as if the Closing occurred on July 1, 2017 (regardless of when the Closing actually occurs).

Estimated Closing Cash Consideration. For purposes of this Agreement, “Estimated Closing Cash Consideration” means an amount equal to $29,485,000, minus the Estimated Closing Indebtedness, minus Buyer’s Promissory Note in the amount of $3,795,000, minus the total amount paid under Section 1.3(b)(v), minus the total amount paid under Section 1.3(b)(vi), minus the total amount paid under Section 2.22, plus the Estimated Closing Cash Amount, plus the amount (if any) by which the Estimated Closing Net Working Capital is greater than the Target Net Working Capital, minus the amount (if any) by which the Estimated Closing Net Working Capital is less than the Target Net Working Capital.

Estimated Closing Cash Consideration. On the Closing Date, the Company shall deliver to the Buyer a statement setting forth the Company’s estimate of the amount of Closing Cash Consideration, including estimates of the Closing Cash, the Closing Net Working Capital, the Unpaid Company Transaction Expenses and the Closing Indebtedness (such amount, the “Estimated Closing Cash Consideration” and such statement, the “Estimated Closing Cash Consideration Statement”). The Estimated Closing Cash Consideration Statement and each component thereof shall be prepared and calculated in accordance with GAAP (applied on a basis consistent with the preparation of the Company Financial Statements) and in a manner consistent with the methodology and format set forth in the illustrative example of the Estimated Closing Cash Consideration Statement attached hereto as Exhibit C-1 (the “Illustrative Closing Cash Consideration Statement”). Buyer’s agreement to consummate the Closing shall not constitute Buyer’s agreement with the contents of the Estimated Closing Cash Consideration Statement.

Estimated Closing Cash Consideration. On the date hereof, the Company shall deliver to the Buyer a statement setting forth the Company’s estimate of the amount of Closing Cash Consideration, including each component thereof (such amount, the “Estimated Closing Cash Consideration” and such statement, the “Estimated Closing Cash Consideration Statement”). The Estimated Closing Cash Consideration Statement and each component thereof shall be prepared and calculated in accordance with GAAP (applied on a basis consistent with the preparation of the Company Financial Statements) and in a manner consistent with the methodology and format set forth in the illustrative example of the Estimated Closing Cash Consideration Statement attached hereto as Exhibit C-1 (the “Illustrative Closing Cash Consideration Statement”). Notwithstanding the foregoing, the Illustrative Closing Cash Consideration Statement shall be, and shall constitute the Company’s delivery of, the Estimated Closing Cash Consideration Statement. During the period beginning on the date of delivery of the Estimated Closing Cash Consideration Statement by the Company until the Closing Date, the Company shall consult with the Buyer (including by giving the Buyer an opportunity to provide comments to the Estimated Closing Cash Consideration Statement), the Company and the Buyer shall work in good faith to resolve any differences the Company and the Buyer may have with respect to any of the amounts or calculations set forth in the Estimated Closing Cash Consideration Statement, and the Company will provide the Buyer and its representatives reasonable access to the work papers and other books and records used in preparing the Estimated Closing Cash Consideration Statement and upon reasonable notice and during normal business hours, afford the Buyer and its representatives access to the relevant personnel and its external representatives of the Company to verify the accuracy of such amounts as reasonably requested by the Buyer.

Estimated Closing Cash Consideration. No later than the third Business Day prior to the Closing Date, the Company shall deliver to the Counterparty a written statement setting forth the Company’s good faith estimate of the amount of the Closing Cash Consideration, including, in reasonable detail (and together with reasonable supporting documentation) its calculation of each component thereof (such amount, the “Estimated Closing Cash Consideration” and such statement, the “Estimated Closing Statement”). The Counterparty shall have two Business Days from the receipt of the Estimated Closing Statement to provide the Company with any comments with respect thereto and the Company shall consider (in good faith) any appropriate changes thereto prior to the Closing.