Common use of Estimated Consideration Clause in Contracts

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, the Company or the Shareholders Representative shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the Company’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components as described herein, which shall, for the avoidance of doubt, include a calculation of the Escrow Amount. In addition to the Estimated Closing Statement, the Shareholders Representative shall also deliver with the Estimated Closing Statement (a) a flow of funds setting forth the applicable payees, all amounts payable pursuant to Section 1.4 and wire 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. The Company or the Shareholders Representative shall prepare the Estimated Closing Statement in a manner consistent with the 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 the Company shall permit Purchaser and its Representatives to have 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. The Company shall promptly consider in good faith any reasonable changes Acquiror proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if the Company reasonably believes such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, the Company or the Shareholders Representative Sellers shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the Company’s Sellers’ good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components as described herein, which shall, for the avoidance of doubt, include a calculation of the Escrow Amountcomponents. In addition to the Estimated Closing Statement, the Shareholders Representative shall also deliver with the The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees, all amounts payable pursuant to Section 1.4 1.3 and wire 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 paidpaid and (c) the Holdback Amount. The Company or the Shareholders Representative Sellers shall prepare the Estimated Closing Statement in a manner consistent accordance with the example set forth on Schedule 2.2this 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 the Company Sellers shall permit Purchaser and its Representatives to have reasonable 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. The Company Sellers shall promptly consider in good faith any reasonable changes Acquiror Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if the Company reasonably believes if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, the Company or the Shareholders Representative Seller shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the CompanySeller’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components as described hereincomponents, which shall, for the avoidance of doubt, include a calculation of the Holdback Shares and the Specific Litigation Escrow Amount. In addition to A sample calculation of the Estimated Closing Statement, Consideration as of the Shareholders Representative shall also deliver with 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, payees for all amounts payable pursuant to Section 1.4 1.3 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. The Company or the Shareholders Representative Seller shall prepare the Estimated Closing Statement in a manner consistent accordance with the example set forth on Schedule 2.2GAAP, 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 the Company Seller shall permit Purchaser and its Representatives to have reasonable 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. The Company Seller shall promptly consider in good faith any reasonable changes Acquiror Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if the Company reasonably believes if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, the Company or the Shareholders Representative Sellers shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the Company’s Sellers’ good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components as described herein, which shall, for the avoidance of doubt, include a calculation of the Escrow Amountcomponents. In addition to the Estimated Closing Statement, the Shareholders Representative shall also deliver with the The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees, all amounts payable pursuant to Section 1.4 1.3 and wire 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 paidpaid and (c) the Holdback Shares. The Company or the Shareholders Representative Sellers shall prepare the Estimated Closing Statement in a manner consistent accordance with the example set forth on Schedule 2.2this 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 the Company Sellers shall permit Purchaser and its Representatives to have reasonable 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. The Company Sellers shall promptly consider in good faith any reasonable changes Acquiror Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if the Company reasonably believes if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, the Company or the Shareholders Representative Owner shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the CompanyOwner’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components as described hereincomponents, which shall, for the avoidance of doubt, include a calculation of the Escrow Amount. In addition to the Estimated Closing Statement, the Shareholders Representative shall also deliver with the The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees, payees for all amounts payable pursuant to Section 1.4 1.3 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. The Company or the Shareholders Representative Owner shall prepare the Estimated Closing Statement in a manner consistent accordance with the example set forth on Schedule 2.2GAAP, 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 the Company Owner shall permit Purchaser and its Representatives to have reasonable 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. The Company Owner shall promptly consider in good faith any reasonable changes Acquiror Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if the Company reasonably believes if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, the Company or the Shareholders Representative Sellers shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the Company’s Sellers’ good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components as described hereincomponents, which shall, for the avoidance of doubt, include a calculation of the Escrow Holdback Amount. In addition to the Estimated Closing Statement, the Shareholders Representative shall also deliver with the The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees, payees for all amounts payable pursuant to Section 1.4 1.3 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. The Company or the Shareholders Representative Sellers shall prepare the Estimated Closing Statement in a manner consistent accordance with the example set forth on Schedule 2.2GAAP, 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 the Company Sellers shall permit Purchaser and its Representatives to have reasonable 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. The Company Sellers shall promptly consider in good faith any reasonable changes Acquiror Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if the Company reasonably believes if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, the Company or the Shareholders Representative Owner shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the CompanyOwner’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components as described hereincomponents, which shall, for the avoidance of doubt, include a calculation of the Escrow AmountHoldback Shares. In addition to the Estimated Closing Statement, the Shareholders Representative shall also deliver with the The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees, payees for 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. The Company or the Shareholders Representative Owner shall prepare the Estimated Closing Statement in a manner consistent accordance with the example set forth on Schedule 2.2GAAP, 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 the Company Owner shall permit Purchaser and its Representatives to have reasonable 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. The Company Owner shall promptly consider in good faith any reasonable changes Acquiror Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if the Company reasonably believes if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, the Company or the Shareholders Representative Seller shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the CompanySeller’s good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components as described hereincomponents, which shall, for the avoidance of doubt, include a calculation of the Escrow AmountHoldback Shares. In addition to A sample calculation of the Estimated Closing Statement, Consideration as of the Shareholders Representative shall also deliver with 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, payees for all amounts payable pursuant to Section 1.4 1.6 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. The Company or the Shareholders Representative Seller shall prepare the Estimated Closing Statement in a manner consistent accordance with the example set forth on Schedule 2.2GAAP, 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 the Company Seller shall permit Purchaser and its Representatives to have reasonable 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. The Company Seller shall promptly consider in good faith any reasonable changes Acquiror Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if the Company reasonably believes if, based on its good faith assessment, such changes are warranted.

Estimated Consideration. At least five (5) Business Days prior to the Closing Date, the Company or the Shareholders Representative Sellers shall deliver to Purchaser a statement (the “Estimated Closing Statement”) setting forth the Company’s Sellers’ good faith estimate of the Consideration (such estimated amount, the “Estimated Consideration”), including each of its components as described hereincomponents, which shall, for the avoidance of doubt, include a calculation of the Escrow AmountHoldback Shares. In addition to the Estimated Closing Statement, the Shareholders Representative shall also deliver with the The Estimated Closing Statement shall also set forth (a) a flow of funds setting forth the applicable payees, payees for all amounts payable pursuant to Section 1.4 1.6 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. The Company or the Shareholders Representative Sellers shall prepare the Estimated Closing Statement in a manner consistent accordance with the example set forth on Schedule 2.2GAAP, 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 the Company Sellers shall permit Purchaser and its Representatives to have reasonable 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. The Company Sellers shall promptly consider in good faith any reasonable changes Acquiror Purchaser proposes to the Estimated Closing Statement and revise the Estimated Closing Statement if the Company reasonably believes if, based on its good faith assessment, such changes are warranted.