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. (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. The term "Estimated Purchase Price" shall have the meaning set forth in Section 4.2.
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. No later than five (5) Business Days prior to the Closing Date, the Representative shall deliver to Buyer a calculation of the Estimated Purchase Price and the components thereof, together with reasonable supporting detail, and based on the Company’s books and records and other information then available. The Estimated Purchase Price shall be reasonably acceptable to Buyer. On the Closing Date, Buyer shall pay, or shall cause to be paid, the Estimated Purchase Price as follows:
(i) an amount in cash equal to the product of (A) the Escrow Amount and (B) 100% minus the Aggregate Contribution Percentage (such amount, the “Cash Escrow Amount” and such cash, the “Escrow Funds”) shall be deposited into an escrow account (the “Escrow Account”), which shall be established pursuant to an escrow agreement (the “Escrow Agreement”), which Escrow Agreement (x) shall be entered into on the Closing Date among the Representative, Buyer and an escrow agent (the “Escrow Agent”) to be mutually agreed upon between the Representative and Buyer and (y) shall be substantially in the form of Exhibit D; and
(ii) an amount in cash equal to the Estimated Purchase Price minus (A) the Cash Escrow Amount and minus (B) an amount equal to the product of (x) the Estimated Purchase Price and (y) the Aggregate Contribution Percentage, shall be paid by wire transfer of immediately available funds to the Representative, on behalf of the Shareholders, for distribution to the Shareholders in accordance with their respective Cash Proceeds Percentages set forth on Exhibit B, in an account to be designated by the Representative in a written notice to Buyer at least five (5) Business Days prior to the Closing, net of applicable withholding taxes, if any. The portion of the Estimated Purchase Price not otherwise allocated pursuant to clauses (i) and (ii) of this Section 2.3(a) (i.e., that will consist of McJ Units) shall be paid in accordance with the Contribution Agreement.
Estimated Purchase Price. The “Estimated Purchase Price” shall mean (i) $174,000,000, plus (ii) the amount by which Estimated Net Working Capital exceeds Target Working Capital (or minus the amount by which Target Working Capital exceeds Estimated Net Working Capital), plus (iii) the total amount of Estimated Cash on Hand, minus (iv) the outstanding amount of Estimated Indebtedness, minus (v) the amount of Estimated Seller Expenses.
Estimated Purchase Price. The purchase price for the Interests (the “Purchase Price”) shall be $188,000,000 (the “Base Consideration”) plus the Adjustment Amount (if the Adjustment Amount is a positive number) or minus the absolute value of the Adjustment Amount (if it is a negative number). At the Closing, the Buyer shall pay to the Seller an amount equal to:
(i) the Base Consideration plus the Estimated Adjustment Amount (if the Estimated Adjustment Amount is a positive number) or minus the absolute value of the Estimated Adjustment Amount (if it is a negative number) (the “Estimated Purchase Price”); minus
(ii) the sum of the Holdback Amount, the Escrow Amount and the Second Escrow Amount. The Estimated Purchase Price shall be subject to adjustment following the Closing pursuant to Section 2.3.
Estimated Purchase Price. The Estimated Purchase Price shall be paid or caused to be paid, as the case may be, by the Purchaser (or the Parent, on behalf of the Purchaser), and satisfied on the Closing Date as follows:
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”).
