Estimated Closing Purchase Price. Prior to the Closing, the Company, the Company Stockholders, and the Company Warrant Holders shall prepare, in consultation with Buyer, and, at least five (5) Business Days prior to the anticipated Closing Date, deliver to Buyer a good faith estimate of each of the following: (i) the Closing Cash (the “Estimated Closing Cash”), (ii) the Closing Indebtedness (the “Estimated Closing Indebtedness”), (iii) the Unpaid Closing Transaction Expenses (the “Estimated Unpaid Closing Transaction Expenses”), (iv) the Unpaid Closing Change of Control Payments (“Estimated Unpaid Closing Change of Control Payments”), (v) the Closing Working Capital (the “Estimated Closing Working Capital”) and (vi) the resulting Estimated Closing Purchase Price derived therefrom (such statement, the “Estimated Closing Statement”). The Estimated Closing Statement shall be prepared in accordance with this Agreement, including the defined terms herein, and the Accounting Principles, and shall be duly certified by an officer of the Company. Upon delivery of the Estimated Closing Statement, the Company, the Company Stockholders, and the Company Warrant Holders shall, and shall cause the Company Subsidiaries to, (x) provide Buyer and its representatives with reasonable supporting documentation for the calculations included therein, (y) provide Buyer and its representatives with reasonable access during normal business hours to the books, records (including work papers, schedules, memoranda and other documents), supporting data, facilities and employees involved in the preparation of the Estimated Closing Statement for purposes of their review of the Estimated Closing Statement, and (z) reasonably cooperate with Buyer and its representatives in connection with such review, including providing on a timely basis all other information Buyer reasonably considers necessary or useful in connection with its review of the Estimated Closing Statement. The Company, the Company Stockholders, and the Company Warrant Holders shall reasonably consider any comments of Buyer or its representatives with respect to the Estimated Closing Statement and shall revise the Estimated Closing Statement to reflect any reasonable revisions proposed by Buyer (which revised Estimated Closing Statement, for the avoidance of doubt, shall be the Estimated Closing Statement for all purposes of this Agreement). For illustrative purposes only, the Illustrative Closing Statement sets forth an illustrative calculation of Closing Cas...
Estimated Closing Purchase Price. The Company shall deliver to Buyer, at least three (3) Business Days prior to the Closing Date, a statement (the “Estimated Closing Statement”) that sets forth the Company’s good faith estimate of (A) the consolidated balance sheet of the Company and the Company Subsidiaries as of the Measuring Time (the “Estimated Balance Sheet”), which shall be prepared in accordance with GAAP applied on a basis consistent with the preparation of the Company Financial Statements (except as otherwise provided on Schedule A), (B) the estimated Net Working Capital and (C) the estimated Net Cash, in each case together with reasonably detailed supporting calculations demonstrating each component thereof, together with a statement setting forth a calculation of an estimate of the Closing Purchase Price based upon such estimated amounts (the “Estimated Closing Purchase Price”). For clarity, the Estimated Balance Sheet shall be prepared after giving effect to the Carveout (except as otherwise provided on Schedule A) but without otherwise giving effect to the transactions contemplated by this Agreement.
Estimated Closing Purchase Price. (i) Attached hereto as Exhibit E, for illustrative purposes only, is a sample calculation of the Estimated Closing Purchase Price as of the date of the Latest Balance Sheet (the “Illustrative Estimated Closing Purchase Price Calculation”). Not more than 10 Business Days (but at least five calendar days) prior to the Closing Date, the Company shall in good faith cause to be prepared and delivered to Buyer, as part of the Closing Payment Certificate, the Company’s calculation of the Estimated Closing Purchase Price (as defined below), which calculation shall be reasonably acceptable to Buyer. The Estimated Closing Purchase Price shall be calculated in accordance with the Illustrative Estimated Purchase Price Calculation and using the same accounting methods, policies, practices and procedures, with consistent classifications and estimation methodologies, as were used in the preparation of the Latest Balance Sheet (excluding any changes in assets or liabilities as a result of purchase accounting adjustments arising from or resulting as a consequence of the transactions contemplated hereby).
(ii) For purposes hereof, the “Estimated Closing Purchase Price” means an amount equal to (A) the Cash Payment; (B) minus the Escrow Amount; (C) minus the Closing Working Capital Shortage, if any; and (D) plus the Closing Working Capital Excess, if any. The Estimated Closing Purchase Price shall be subject to post-Closing adjustment as set forth in Section 1.4 hereof.
Estimated Closing Purchase Price. No later than three (3) Business Days prior to the Closing Date, the Seller Representative will deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth the Seller Representative’s good faith estimates as of the Closing Date of (i) the amount of Consumer Loan Receivables and, based thereon, the Payoff Amount, if any, together with reasonable supporting documentation in respect thereof, (ii) the amount of Interim Period Cash, the total amount of Run Rate Expenses incurred after the Cut-Off Date, and the total amount of Run Rate Expenses paid by the Sellers after the Cut-Off Date and at or prior to the Closing (the “Paid Run Rate Amount”), together with reasonable supporting documentation in respect thereof, and (iii) based on the information set forth in the immediately preceding clauses (i) and (ii), the estimated Purchase Price (the “Estimated Closing Purchase Price”). For purposes of calculating the Estimated Closing Purchase Price, the Excess Frontier Payoff Amount shall be assumed to be zero, and the Excess Frontier Payoff Amount (if any) shall solely be determined after the Closing in accordance with Section 1.7 based on the amount of Consumer Loan Receivables, as finally determined pursuant to Section 1.7. Prior to the Closing Date, the Seller Representative shall in good faith incorporate reasonable comments on the Estimated Closing Statement, if any, received from Buyer and shall deliver to Buyer an updated Estimated Closing Statement reflecting such reasonable comments, if applicable. For the avoidance of doubt, no proposed comments provided by Buyer or any such updated Estimated Closing Statement or estimated amounts in accordance with this Section 1.5, or any consummation of the Closing regardless of any dispute with respect to the Estimated Closing Statement or any estimated amounts as provided in this Section 1.5, shall constitute acceptance by Buyer of the Estimated Closing Statement for purposes of Section 1.7.
Estimated Closing Purchase Price. Payment of the Estimated Closing Purchase Price and the other amounts specified in Section 1.4(c) in accordance with the provisions of Section 1.4(c);
Estimated Closing Purchase Price. The Estimated Closing Purchase Price shall be the Purchase Price, (1) minus the amount, if any, by which the Closing Cash Target exceeds the Estimated Closing Cash Amount (to the extent agreed to by the Buyer on the Closing Date), and (2) minus (A) the amount, if any, by which the Net Working Capital Target exceeds the Estimated Net Working Capital (to the extent agreed to by the Buyer on the Closing Date) less (B) the amount of any adjustment made pursuant to foregoing clause “(1)” of this paragraph.
Estimated Closing Purchase Price. No later than three Business Days prior to the Closing, Seller will deliver to Buyer a statement that will set forth Seller’s good faith calculation of the Closing Date Payment (the “Estimated Closing Purchase Price Statement”). Such estimate of the Closing Date Payment (the “Estimated Closing Purchase Price”) will be a good faith estimate of the Closing Date Payment. The Estimated Closing Purchase Price Statement will consist of a proposed calculation in reasonable detail of the Estimated Closing Purchase Price, including Seller’s good faith estimate of the amount of the Closing Date Payment and Product Inventory Value. Buyer will review the Estimated Closing Purchase Price Statement and, if Buyer disagrees with any item set forth in such statement, it will provide written notice to Seller, along with a reasonably detailed explanation of the same, and the Parties will attempt to resolve in good faith any such disagreements prior to the Closing. If the Parties are unable to agree on the amounts set forth in the Estimated Closing Purchase Price Statement, the values proposed by Seller in the Estimated Closing Purchase Price Statement will be utilized for purposes of the payment of the Estimated Closing Purchase Price. In no event will the determination of the amounts set forth in the Estimated Closing Purchase Price Statement prejudice a Party’s rights under Section 2.7(c).
Estimated Closing Purchase Price. For purposes of this Agreement, the phrase “
Estimated Closing Purchase Price. At the Funding, the Closing Purchase Price shall be adjusted by (i) (A) adding to the Closing Purchase Price the amount (if any) by which the Estimated Closing Net Working Capital exceeds $1,100,000 (the “Target Working Capital”) or (B) subtracting from the Closing Purchase Price the amount (if any) by which the Target Working Capital exceeds the Estimated Closing Net Working Capital, and (ii) subtracting from the Closing Purchase Price the amount of Estimated Closing Indebtedness for Borrowed Money of the Contributed Companies (the Closing Purchase Price as so adjusted, the “Estimated Closing Purchase Price”).
Estimated Closing Purchase Price. The Consideration payable by the Buyer to the Sellers at Closing shall be CHF 68,635,970 (the Estimated Closing Purchase Price), consisting of:
a. the CLSH Fixed Price; plus
b. CHF 1,772,555, i.e., the Estimated CLSH Net Cash Amount in accordance with CLSH Net Cash Forecast (as set forth in Exhibit 2.2.1.a); as determined in consultation with the Buyer; minus
c. CHF 436,185, i.e., the Estimated NWC Adjustment Amount in accordance with the new working capital determination in the CLSH Net Cash Forecast (as set forth in Exhibit 2.2.1.a);); as determined in consultation with the Buyer minus
d. CHF 6,700,400, i.e., the Estimated Tuscany Adjustment in accordance with the Tuscany Net Cash Forecast (as set forth in Exhibit 2.2.1.b, the Tuscany Net Cash Forecast) as determined in consultation with the Buyer.
