Estimated Purchase Price Clause Samples
The Estimated Purchase Price clause defines the preliminary amount that the buyer is expected to pay for the assets or shares being acquired in a transaction. This estimate is typically based on the most recent financial information available prior to closing and may be subject to adjustments after the transaction is finalized, such as for changes in working capital or outstanding debts. The core function of this clause is to provide both parties with a clear, initial financial expectation, while allowing for later reconciliation to reflect the actual value at closing, thereby reducing uncertainty and potential disputes.
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Estimated Purchase Price. Not less than five (5) Business Days prior to the anticipated Closing Date, the Seller shall deliver or cause the Company to deliver to the Buyer a good faith estimate of the consolidated balance sheet of the Company and the Consolidated Subsidiaries as of the close of business on the Closing Date (the “Preliminary Closing Balance Sheet”) together with the Seller’s good faith estimate of the Purchase Price (the “Estimated Purchase Price”). The Preliminary Closing Balance Sheet (i) shall be prepared in a manner consistent with the format and methodology of the Pro Forma Balance Sheet, (ii) subject to the adjustments set forth on the Pro Forma Balance Sheet, shall be in accordance with GAAP applied consistently with the Company’s past practices (to the extent such past practices are consistent with GAAP), and (iii) may exclude all footnotes. The Preliminary Closing Balance Sheet shall be certified as meeting the foregoing requirements by the Seller. The Preliminary Closing Balance Sheet and the Estimated Purchase Price shall be accompanied by all relevant backup materials and schedules, in detail reasonably acceptable to the Buyer, including, without limitation, the Seller’s good faith estimate of the Closing Book Value, Closing Indebtedness and Closing Transaction Expenses. As promptly as practicable, but in no event more than two (2) Business Days after the Seller’s delivery of the Preliminary Closing Balance Sheet, the Buyer shall identify to the Seller any adjustments to the Preliminary Closing Balance Sheet that the Buyer reasonably believes are required to accurately calculate the Estimated Purchase Price. In the event the Buyer has identified any adjustments to the Preliminary Closing Balance Sheet, then not later than two (2) Business Days prior to the anticipated Closing Date, the Seller shall re-deliver or cause the Company to re-deliver to the Buyer a revised Preliminary Closing Balance Sheet, setting forth the adjustments that the Seller believes in good faith to be required to accurately calculate the Estimated Purchase Price based on the Seller’s discussions with the Buyer, together with the Seller’s resulting estimate of the Estimated Purchase Price.
Estimated Purchase Price. No later than two (2) Business Days prior to the anticipated Closing, the Companies or the Representative shall deliver to Buyer a good faith estimate of the Estimated Purchase Price, and reasonably detailed calculations demonstrating each component thereof, together with reasonable documentation to support such calculation, which shall include a good faith estimate of (v) Closing Cash and Cash Equivalents (“Estimated Closing Cash and Cash Equivalents”), (x) Closing Indebtedness (“Estimated Closing Indebtedness”), (y) Seller Expenses to the extent expected to remain unpaid at Closing (“Estimated Seller Expenses”) and (z) Net Working Capital (“Estimated Net Working Capital”), together with a statement of the calculation of Estimated Purchase Price and wire instructions for each Seller (as revised pursuant to the last sentence of this Section, the “Estimated Closing Statement”). The Estimated Closing Statement shall be prepared based upon the books and records of the Companies and based on the same principles and methodologies utilized in preparing the Financial Statements. The Companies will consider in good faith all comments made by Buyer to the Estimated Closing Statement and shall make such changes to the Estimated Closing Statement as they determine in good faith to be appropriate; provided, that, if the Companies determine in good faith that it is appropriate not to make any changes, then the Estimated Closing Statement shall be used at the Closing to determine the Estimated Purchase Price.
Estimated Purchase Price. The "Estimated Purchase Price" means (i) $480,000,000 (the "Base Value"), plus (ii) the amount, if any, by which Estimated Net Working Capital exceeds Target Working Capital, minus (iii) the amount, if any, by which Target Working Capital exceeds Estimated Net Working Capital, plus (iv) the Estimated Cash on Hand, minus (v) the Estimated Indebtedness, minus (vi) the Estimated Transaction Expenses, minus (vii) the IP Purchase Price.
Estimated Purchase Price. (a) At least ten (10) Business Days prior to the anticipated Closing Date, the Seller shall prepare, or cause to be prepared, and deliver to the Purchaser (on behalf of the Purchaser Parties) a written statement (the “Estimated Closing Statement”) setting forth (i) the Seller’s good faith estimate of (A) Closing Cash, (B) Closing Indebtedness, (C) Net Working
(b) Following delivery of the Estimated Closing Statement, the Seller shall provide the Purchaser (on behalf of the Purchaser Parties) and its Representatives with reasonable access upon reasonable advance written notice during normal business hours to any relevant personnel of the Parent Group (including its finance personnel) involved in the preparation of the Estimated Closing Statement and, to the extent reasonably requested by the Purchaser (on behalf of the Purchaser Parties), pertinent financial information on which the Estimated Closing Statement was based, in each case, in connection with the Purchaser’s review of the Estimated Closing Statement; provided that in no event shall any request for information or review of the Estimated Closing Statement or other information by the Purchaser (on behalf of the Purchaser Parties), or any disagreement relating thereto, delay or prevent the Closing. The Seller shall consider in good faith any reasonable comments of the Purchaser (on behalf of the Purchaser Parties) to the Estimated Closing Statement notified to it at least three (3) Business Days prior to the Closing Date, and, to the extent the Seller and the Purchaser (on behalf of the Purchaser Parties) agree on any changes (which agreements shall be without prejudice to the Closing Statement), such changes shall amend the Estimated Closing Statement and the resulting Estimated Purchase Price for all purposes hereunder.
Estimated Purchase Price. (a) For purposes of determining the amount of cash to be paid as the Estimated Purchase Price by the Purchaser to the Sellers at the Closing pursuant to Section 2.3.2(b), at least three (3) Business Days prior to the Closing Date, the Main Sellers shall deliver to the Purchaser a statement prepared in good faith in accordance with the Calculation Principles (in all cases without double-counting of Cure Costs) and the terms hereof setting forth (i) the estimated Net Inventory Value as of the Closing (the “Estimated Net Inventory Value”), (ii) the estimated amount of the CIP Receivables Amount as of the Closing (the “Estimated CIP Receivables Amount”), (iii) the estimated Contractual Liabilities Amount as of the Closing (the “Estimated Contractual Liabilities Amount”), (iv) an estimate of the Royalty Liability Amount as of the Closing (the “Estimated Royalty Liability Amount”), (v) an estimate of the Warranty Provision Amount as of the Closing (the “Estimated Warranty Provision Amount”), (vi) an estimate of the Adjusted Net Working Capital (the “Estimated Adjusted Net Working Capital”) which shall be in the form of and shall use the line items as set out in the Adjusted Net Working Capital Statement, (vii) an estimate of the Employee Adjustment Amount as of the Closing (the “Estimated Employee Adjustment Amount”) and (viii) the Estimated Purchase Price.
(b) As used in this Agreement, “Estimated Purchase Price” means an amount equal to:
Estimated Purchase Price. “Estimated Purchase Price” shall have the meaning set forth in Section 1.2(b).
Estimated Purchase Price. The Purchase Price payable at Closing under Section 2.2 (the “Estimated Purchase Price”) and payments under Section 2.4 shall be calculated using the estimated Closing Debt Amount, estimated Seller Transaction Expenses and estimated Net Working Capital set forth on the Estimated Closing Statement.
Estimated Purchase Price. The Unadjusted Purchase Price shall be (a) decreased by the amount of the EBITDA Adjustment (as hereinafter defined), (b) increased by the amount that the Estimated Working Capital is more than $0 and decreased by the amount that the Estimated Working Capital is less than $0, as the case may be, (c) decreased by the amount of the Maintenance Expenditure Adjustment (as hereinafter defined), (d) decreased by the amount of the Cash Payment Adjustment (as hereinafter defined), and (e) decreased by the amount of the Closed Store Adjustment (as hereinafter defined) (as so adjusted, the "Estimated Purchase Price"). On the Closing Date, the Purchaser will pay, by wire transfer of immediately available funds, to such account as the Seller shall have designated, an amount equal to the Estimated Purchase Price less the aggregate of (i) $1,000,000 representing the "General Escrow Amount", (ii) $1,000,000 representing the "Lease Consent Escrow", if any, (iii) the amount of the Litigation Escrow (as hereinafter defined), if any, and (iv) the amount of the Liability Escrow (as hereinafter defined), if any (the General Escrow Amount, the Lease Consent Escrow, the Litigation Escrow and the Liability Escrow collectively the "Escrow Amount"). The Escrow Amount shall be paid by the Purchaser to the escrow agent (the "Escrow Agent") under the Escrow Agreement (as hereinafter defined) to be held by the Escrow Agent in accordance therewith.
Estimated Purchase Price. The Parties acknowledge that it is not possible to determine the definitive Purchase Price until the Closing Date Balance Sheet is available. Accordingly, not less than five (5) Business Days prior to Closing, the Corporation shall deliver to the Purchaser a statement substantially in the form set out at Schedule 2.3, which has been delivered by the Vendors concurrently with the execution of this Agreement (the “Estimated Purchase Price Statement”), that comprises:
(a) an estimated consolidated balance sheet of the Corporation as at the end of the day immediately preceding the Closing Date (the “Estimated Closing Date Balance Sheet”);
(b) based on and derived from the Estimated Closing Date Balance Sheet, an estimate of Closing Date Cash (the “Estimated Closing Date Cash”);
(c) an estimate of the Indebtedness of the Group as at the end of the day immediately preceding the Closing Date (the “Estimated Closing Indebtedness”);
(d) an estimate of the Transaction Expenses of the Group as at the end of the day immediately preceding the Closing Date (the “Estimated Closing Transaction Expenses”);
(e) an estimate of the Working Capital of the Group as at the end of the day immediately preceding the Closing Date (the “Estimated Closing Working Capital”); and
(f) an estimate of the Purchase Price (excluding the Contingent Consideration) based on paragraphs (a) to (d) above (the “Estimated Purchase Price”).
Estimated Purchase Price. No later than three (3) Business Days prior to the Closing, Seller shall deliver to Buyer a statement (the “Estimated Closing Statement”) setting forth its good faith estimates of Closing Working Capital, Cash and Cash Equivalents, the Notes Receivable Amount, Closing Indebtedness and Seller Expenses, together with a calculation of the Purchase Price based on such estimates (the “Estimated Purchase Price”). The Estimated Closing Statement and the determinations and calculations contained therein shall be prepared in accordance with this Agreement, including Section 2.4(e).