Common use of Estimated Consideration Clause in Contracts

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Owner’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares. The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for all amounts payable pursuant to Section 1.4 and wire instructions and (b) the applicable employees to whom any portion of the Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paid. Owner shall prepare the Estimated Closing Statement in accordance with GAAP, consistently applied. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner shall permit Purchaser and its Representatives to have full access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Consideration as Purchaser may request. Owner shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner the Company or the Shareholders Representative shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Ownerthe Company’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its componentscomponents as described herein, which shall, for the avoidance of doubt, include a calculation of the Holdback SharesEscrow Amount. The In addition to the Estimated Closing Statement, the Shareholders Representative shall also deliver with the Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for payees, all amounts payable pursuant to Section 1.4 and wire instructions instructions, and (b) the applicable employees to whom any portion of the unpaid Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paid. Owner The Company or the Shareholders Representative shall prepare the Estimated Closing Statement in accordance a manner consistent with GAAP, consistently appliedthe example set forth on Schedule 2.2. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner the Company shall permit Purchaser and its Representatives to have full reasonable access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Consideration as Purchaser may reasonably request. Owner The Company shall promptly consider in good faith any reasonable changes Purchaser Acquiror proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, if the Company reasonably believes such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Owner’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback SharesEscrow Amount. The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for all amounts payable pursuant to Section 1.4 1.3 and wire instructions and (b) the applicable employees to whom any portion of the Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paid. Owner shall prepare the Estimated Closing Statement in accordance with GAAP, consistently applied. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner shall permit Purchaser and its Representatives to have full access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Consideration as Purchaser may request. Owner shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner Seller shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth OwnerSeller’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares. A sample calculation of the Estimated Consideration as of the date of this Agreement is attached hereto as Schedule 2.2. The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for all amounts payable pursuant to Section 1.4 1.6 and wire instructions and (b) the applicable employees to whom any portion of the Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paid. Owner Seller shall prepare the Estimated Closing Statement in accordance with GAAP, consistently applied. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner Seller shall permit Purchaser and its Representatives to have full access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Consideration as Purchaser may reasonably request. Owner Seller shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner Sellers shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Owner’s Sellers’ good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares. The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for all amounts payable pursuant to Section 1.4 1.6 and wire instructions and (b) the applicable employees to whom any portion of the Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paid. Owner Sellers shall prepare the Estimated Closing Statement in accordance with GAAP, consistently applied. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner Sellers shall permit Purchaser and its Representatives to have full access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Consideration as Purchaser may request. Owner Sellers shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner Sellers shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Owner’s Sellers’ good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback SharesAmount. The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for all amounts payable pursuant to Section 1.4 1.3 and wire instructions and (b) the applicable employees to whom any portion of the Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paid. Owner Sellers shall prepare the Estimated Closing Statement in accordance with GAAP, consistently applied. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner Sellers shall permit Purchaser and its Representatives to have full access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Consideration as Purchaser may request. Owner Sellers shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner Sellers shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Owner’s Sellers’ good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares. The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for payees, all amounts payable pursuant to Section 1.4 1.3 and wire instructions and instructions, (b) the applicable employees to whom any portion of the Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paidpaid and (c) the Holdback Shares. Owner Sellers shall prepare the Estimated Closing Statement in accordance with GAAP, consistently appliedthis Agreement. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner Sellers shall permit Purchaser and its Representatives to have full access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Consideration as Purchaser may request. Owner Sellers shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner Sellers shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth Owner’s Sellers’ good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares. The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for payees, all amounts payable pursuant to Section 1.4 1.3 and wire instructions and instructions, (b) the applicable employees to whom any portion of the Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paidpaid and (c) the Holdback Amount. Owner Sellers shall prepare the Estimated Closing Statement in accordance with GAAP, consistently appliedthis Agreement. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner Sellers shall permit Purchaser and its Representatives to have full access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Consideration as Purchaser may request. Owner Sellers shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, Owner Seller shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth OwnerSeller’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components, which shall, for the avoidance of doubt, include a calculation of the Holdback SharesShares and the Specific Litigation Escrow Amount. A sample calculation of the Estimated Consideration as of the date of this Agreement is attached hereto as Schedule 2.2. The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees for all amounts payable pursuant to Section 1.4 1.3 and wire instructions and (b) the applicable employees to whom any portion of the Transaction Expenses is payable, the respective amounts payable to each such employee, and the account or accounts to which such amounts shall be paid. Owner Seller shall prepare the Estimated Closing Statement in accordance with GAAP, consistently applied. Prior to the Closing, Purchaser shall be entitled to review, comment on, and propose changes to the Estimated Closing Statement, including the calculation of the Estimated Consideration set forth therein, and Owner Seller shall permit Purchaser and its Representatives to have full access to the books and records of the Company and to such historical financial information relating to the preparation of the Estimated Closing Statement and the calculation of the Estimated Consideration as Purchaser may reasonably request. Owner Seller shall promptly consider in good faith any changes Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if, based on its good faith assessment, such changes are warranted.